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UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM 10-K/A

(AMENDMENT NO. 1)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2009

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to ____________

Commission File Number: 001-34449

AMERICAN LORAIN CORPORATION

(Exact name of registrant as specified in its charter)

|Nevada                                                               | 87-0430320                             
|-------------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification Number)

Beihuan Zhong RoadJunan CountyShandong, Peoples Republic of China, 276600 (Address of
principal executive office and zip code)

(86) 539-7318818 
(Registrants telephone number,
including area code)

| |                                                                                          | 
| | ---------------------------------------------------------------------------------------- | 
| | (Former name, former address and former
      fiscal year, if changed since last report) | 

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share

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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|Large accelerated filer [  ] | Accelerated filer [  ] | Non-accelerated filer [  ] | Smaller reporting company
[X]
|---------------------------- | ---------------------- | -------------------------- | -----------------------------

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

Yes [  ] No [X]

The number of shares and aggregate market value of common stock
held by non-affiliates as of the last business day of the registrants most
recently completed second fiscal quarter were 8,820,471 and $21,521,959.24,
respectively.

There were 30,242,202 shares of common stock outstanding as of
April 8, 2010.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the Amendment) amends
the Annual Report on Form 10-K of American Lorain Corporation (we, us,
our, or the Company) for the fiscal year ended December 31, 2009, originally
filed with the Securities and Exchange Commission (the SEC) on March 29, 2010
(the Original Filing). Since we will not file our definitive proxy statement
within 120 days of our fiscal year ended December 31, 2009, we are filing this
Amendment to include the information required by Part III, which was omitted
from the Original Filing. Furthermore, we are including Exhibit 23.1, attached
hereto. In addition, in connection with the filing of this Amendment and
pursuant to the rules of the SEC, we are including with this Amendment certain
currently dated certifications.

This Form 10-K/A does not attempt to modify or update any other
disclosures set forth in the Original Filing. Additionally, this amended Form
10-K/A, except for the modifications described in this Explanatory Note, speaks
as of the filing date of the Original Filing and does not update or discuss any
other Company developments subsequent to the date of the Original Filing.

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PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
|-------- | ------------------------------------------------------------

Directors

The following table sets forth the name, age and position of
each of our current executive officers and directors.

|Name              | Age | Position                                                       
|----------------- | --- | ---------------------------------------------------------------
|Si Chen           | 47  | Chairman, Chief Executive
      Officer, President and Director
|Yundong Lu        | 35  | Chief Operating Officer and Director                           
|Maoquan Wei       | 63  | Director                                                       
|Dekai Yin         | 57  | Director                                                       
|Yongjun Li        | 48  | Director                                                       
|Tad M. Ballantyne | 55  | Director                                                       

MR. SI CHEN.Mr. Chen became our chief executive officer
and director in May 2007 upon the completion of our recapitalization, and was
also appointed our president in September 2009. Mr. Chen founded Shandong
Lorain, our first subsidiary, in 1994, and served as the chairman of our
subsidiaries since that time. Mr. Chen earned an associate degree from Linyi
Normal University. Mr. Chen has been our Companys founder and Chairman and
Chief Executive Officer since inception. He is the individual most familiar with
our business and industry, including the regulatory structure and other
industry-specific matters, as well as being most capable of effectively
identifying strategic priorities and leading the discussion and execution of
strategy.

MR. YUNDONG LU.Mr. Lu was appointed as our Chief
Operating Officer and was elected as a member of our board of directors
effective August 1, 2008. Mr. Lu joined the Company in 1994 and has held various
positions since then. From April 2003 to May 2005, Mr. Lu was the General
Manager of Beijing Lorain and the Deputy General Manager of our subsidiaries.
From May 2005 to February 2007, Mr. Lu was the General Manager of Lorain
International Trading and the Deputy General Manager of our subsidiaries. From
February to August 2008, Mr. Lu was the General Manager of our subsidiaries. Mr.
Lu was recognized as an Outstanding Entrepreneur in Shandong Province in 2007.
Mr. Lu earned an MBA from Shandong University and a Bachelor of Arts degree from
Shandong University. Mr. Lu, has been our Companys Chief Operating Officer
since 2008 and he has worked with our Company since 1994. Because of his tenure
with the Company, he is familiar with our business and industry, including the
regulatory structure and other industry-specific matters.

MR. MAOQUAN WEI.Mr. Wei, who has served as a member of
our board of directors since 2008, is a retired government official who held
various positions in the government of Junan County, Shandong Province, China
from 1990 to 2003, during which time Mr. Wei was responsible for overseeing the
agricultural development of Junan County in the Shandong Province of China. Most
recently, from 1998 to 2003, Mr. Wei was the Chairman of the Political
Conservative Conference of Junan County. Mr. Wei also served as the Deputy
Secretary of County Committee and Deputy Chairman of Junan County. Mr. Wei has
helped lead Junan County to win numerous honors, including Top 100 National
Fruit Products County and National Chestnut Base County. Although retired, Mr.
Weis expertise and experience with the agricultural economy and resources in
the countryside is invaluable to our business.

MR. DEKAI YIN.Mr. Yin was appointed one of our
directors in September 2009. He has been working as the President of Zibo branch
of the Agricultural Bank of China since 2004. Before that position, Mr. Yin
served as the Vice President and the President at Linyi branch of the
Agricultural Bank of China from 1995-2004. Mr. Yin has a degree in economic
management and is regarded as a senior economist due to his distinguished
expertise in the banking and accounting industries and economic development. Our
company greatly benefits from Mr. Yins invaluable expertise in banking and
accounting systems and operations.

MR. YONGJUN LI.Mr. Li was appointed one of our
directors in September 2009. He has been working as the County Governor
Assistant of Miyun County, the General Manager of Beijing Economic Development
Zone Headquarters, and the Director of Beijing Economic Development Zone
Managing Committee since 1997. Mr. Li is an economist with advanced expertise in economic and industrial development. Mr.
Li also has advanced experience and expertise in supply chain and strategic
marketing as an adviser and consultant to companies in the economic development
zone. The company significantly benefits from Mr. Lis outstanding economics and
industry knowledge of the operations in China.

1

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MR. TAD M. BALLANTYNE.Mr.Ballantyne was appointed one
of our directors in September 2009. He is also an officer and director of
several private and public companies, including BR Industries, Inc, Hoopeston
Foods, Inc, Thomsen Group, LLC, and Pacific Rim Foods Ltd. He also serves as an
independent director and financial expert on the audit committee of Life
Partners Holdings Inc. and Creat Resources Holdings Ltd., as an independent
director of Mach One Corporation and Empire Energy Corporation International,
and is an adviser of international affairs and/or director of a number of
China-based private enterprises, including TCIB Investment Co. Ltd, Jilin Jimei
Foods Ltd and Creat Group. During 2003, Texas Steel Partners Inc, a Texas based
steel foundry, filed for reorganization and was liquidated pursuant to a
bankruptcy Chapter 7 conversion. Mr. Ballantyne was an officer and director and
a 50% shareholder of Texas Steel Partners Inc. During the last 20 years, Mr.
Ballantyne has been active in acquiring and operating troubled companies or
assets being divested by public and private companies and has focused over the
last 5 years on food processing plants in both the United States and Asia. He
holds a Bachelor of Science degree in business management from the University of
Wisconsin-Parkside. Our Company greatly benefits from Mr. Ballantynes
experience as an officer and director of other public and private companies,
including companies in the food industry in the United States and Asia.

There are no arrangements or understandings between any of our
directors and any other person pursuant to which any director was selected to
serve as a director of our company. Directors are elected until their successors
are duly elected and qualified. There are no family relationships among our
directors or officers.

Audit Committee

The Audit Committee assists our board in monitoring:

- our accounting, auditing, and financial reporting processes;
- the integrity of our financial statements;
- internal controls and procedures designed to
      promote our compliance with accounting standards and applicable laws and
      regulations; and
- the appointment and evaluation of the
      qualifications and independence of our independent auditors.

Dekai Yin, Yongjun Li, Tad M. Ballantye, and Maoquan Wei, all
of whom are independent directors under SEC rules and the rules of NYSE Amex,
are currently serving as members of the Audit Committee. Mr. Yin is the chairman
of the Audit Committee and our audit committee financial expert.

The Audit Committee has adopted a written charter, a copy of
which is available on our website on the Corporate Governance page under the
Investor link at http://www.americanlorain.com, and a printed copy of which is
available to any shareholder requesting a copy by writing to: American Lorain
Corporation, c/o Yinglee Tseng, 4401 Prudence St., Baltimore, MD 21226.

Shareholder Nominations for Director

Shareholders may propose candidates for board membership by
writing to American Lorain Corporation, c/o Yinglee Tseng, 4401 Prudence St.,
Baltimore, MD 21226. Any such proposal shall contain the name, holdings of our
securities and contact information of the person making the nomination; the
candidate's name, address and other contact information; any direct or indirect
holdings of our securities by the nominee; any information required to be
disclosed about directors under applicable securities laws and/or stock exchange
requirements; information regarding related party transactions with our company
and/or the stockholder submitting the nomination; any actual or potential
conflicts of interest; the nominee's biographical data, current public and
private company affiliations, employment history and qualifications and status
as "independent" under applicable securities laws and stock exchange
requirements. Nominees proposed by stockholders will receive the same
consideration as other nominees.

2

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Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission, which we also refer to throughout
this report as the SEC. Based solely on our review of the copies of such forms
furnished to us and written representations from our executive officers,
directors and such beneficial owners, we believe that all filing requirements of
Section 16(a) of the Exchange Act were timely complied with during the fiscal
year ended December 31, 2009, except that each of Messrs. Ballantyne, Li and Yin
filed a late Form 3 upon becoming a Section 16 filer and Mr. Si Chen filed a
late Form 4 in connection with a sale of securities.

Code of Ethics

Our Board adopted a Code of Ethics that applies to all of our
directors, executive officers, including our principal executive officer,
principal financial officer and principal accounting officer, and employees. The
Code of Ethics addresses, among other things, honesty and ethical conduct,
conflicts of interest, compliance with laws, regulations and policies, including
disclosure requirements under the federal securities laws, confidentiality,
trading on inside information, and reporting of violations of the code. The Code
of Ethics is available on the Corporate Governance page of our website under the
Investor link at www.americanlorain.com, and a copy of the Code of Ethics is
available to any shareholder requesting a copy by writing to: American Lorain
Corporation, Attn: Corporate Governance, Beihuan Zhong Road, Junan County,
Shandong, China 276600. We intend to disclose on our website, in accordance with
all applicable laws and regulations, amendments to, or waivers from, our Code of
Ethics.

Executive Officers

Our executive officers are appointed by our Board and serve at
their discretion. The following table sets forth the name, age and position of
each of our current executive officers as well as the date that each officer
began their service as an executive officer.

|Name       | Age | Position                                                        | Executive Officer Since
|---------- | --- | --------------------------------------------------------------- | -----------------------
|Si Chen    | 47  | Chairman, Chief Executive
      Officer, President and Director | 2007                   
|Yilun Jin  | 35  | Chief Financial Officer and Treasurer                           | 2008                   
|Yundong Lu | 35  | Chief Operating Officer and
      Director                      | 2008                   

See Directors on page 1 above for information on Messrs. Chen
and Lu.

MR. YILUN JIN.Mr. Jin became our chief financial
officer and treasurer on September 22, 2008. Prior to his appointment, Mr. Jin
served in various capacities at Citigroup since 2002, most recently as Vice
President of Markets and Banking. Mr. Jin graduated from Thunderbird School of
Global Management in 2002, earning a Master of Business Administration degree in
International Management, with a specialization in Finance, and was honored with
a Citigroup Fellowship. Mr. Jin served as manager of the Corporate Finance
Division at the Shanghai Branch of the Bank of Tokyo-Mitsubishi Ltd. from August
1997 until July 2000. Mr. Jin earned a Bachelor of Arts degree in economics from
Fudan University in Shanghai, China in 1997. Mr. Jin is also a CFA charterholder
and is fluent in English and Mandarin.

There are no arrangements or understandings between any of our
executive officers and any other person pursuant to which any executive officer
was selected to serve as an executive officer of our company.

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

3

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Summary Compensation Table

The following table sets forth information concerning all
compensation earned by our named executive officers in 2007, 2008 and 2009 for
services provided to us and our subsidiaries. None of our executive officers
earned compensation that exceeded $100,000 in 2008. Other than Mr. Jin in 2009,
none of our executive officers earned compensation that exceeded $100,000 in
2007, 2008 or 2009.

|Name and        |      |        |              |                         | All Other        |        
|--------------- | ---- | ------ | ------------ | ----------------------- | ---------------- | -------
|Principal       |      | Salary | Stock Awards | **Option
      Awards** | **Compensation** | Total  
|Position        | Year | ($)    | ($)(1)       | ($)(2)                  | ($)(3)           | ($)    
|Si Chen         | 2007 | 59,000 | -            | -                       | -                | 59,000 
|Chief Executive | 2008 | 63,065 | -            | -                       | 2,000            | 65,065 
|Officer         | 2009 | 66,000 | -            | -                       | -                | 66,000 
|Yilun Jin       | 2007 | -      | -            | -                       | -                | -      
|Chief Financial | 2008 | -      | -            | -                       | -                | -      
|Officer         | 2009 | 99,795 | 14,779       | 1,727                   | -                | 116,301
|Yundong Lu      | 2007 | -      | -            | -                       | -                | -      
|Chief Operating | 2008 | -      | -            | -                       | -                | -      
|Officer         | 2009 | 58,000 | 1,148        | 2,729                   | -                | 61,877 

|(1) | This column represents the fair value of the stock award
      on the grant date determined in accordance with the provisions of ASC
      718. 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                 
|(2) | This column represents the fair value of the stock option
      on the grant date determined in accordance with the provisions of ASC
      718.
|    |                                                                                                                                                 
|(3) | Represents payments made for the benefit of Mr. Chen for
      life insurance coverage.                                                         

Pursuant to Mr. Chens employment agreement, we paid Mr. Chen a
base salary of $59,000, $63,065 and $66,000 in 2007, 2008 and 2009,
respectively, in cash. Mr. Chens employment agreement does not provide any
change in control or severance benefits and we do not have any separate
change-in-control agreements with Mr. Chen or any of our other executive
officers.

Pursuant to Mr. Jins employment agreement, we paid Mr. Jin a
base salary of $99,795 in 2009 in cash and we granted Mr. Jin 10,460 shares of
common stock. Mr. Jins employment agreement does not provide any change in
control or severance benefits.

Outstanding Equity Awards

|          |             | Option Awards |          | Stock Awards
|--------- | ----------- | ------------- | -------- | ------------
|          | Number of   | Number of     |          |             
|          | Securities  | Securities    |          |             
|          | Underlying  | Underlying    |          |             
|          | Unexercised | Unexercised   | Option   | Option      
|          | Options     | Options       | Exercise | Expiration  
|          | (#)         | (#)           | Price    | Date        
|Name      | Exercisable | Unexercisable | ($)      |             
|(a)       | (b)         | (c) (1)       | (e)      | (f)         
|Yilun Jin | -           | 21,248        | $1.58    | 7/27/14     
|YundongLu | -           | 33,580        | $1.58    | 7/27/14     
|          |             |               |          |             

|(1) | Options vest 33% per year over 3 years from date of
      grant.
|--- | ----------------------------------------------------------------

4

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On August 1, 2008, Mr. Hao Chen, Mr. David Yaudoon Chiang and
Mr. Maoquan Wei were appointed as independent members of our Board and as
members of our Board committees. On September 17, 2009, Mr. Chiang and Mr. Hao
Chen resigned from the Board. Mr. Hao Chen was paid RMB 100,000 (approximately
US $14,641) per year for his Board and Board committee service. Mr. Chiang was
paid US $25,000 per year plus $5,000 for each board meeting attended by Mr.
Chiang, as compensation for his Board and Board committee service. Mr. Wei is
paid RMB 100,000 (approximately US $14,641) per year. In addition, in 2009, we
granted stock options and stock awards to Messrs. Hao Chen, Chiang and Wei under
our 2009 Incentive Stock Option Plan, as set forth in the table below.

On September 17, 2009, Messrs. Dekai Yin, Yongjun Li and Tad
Ballantyne were appointed as independent members of our Board and as members of
our Board committees. Messrs. Yin, Li and Ballantyne are paid RMB 100,000
(approximately US $14,641) per year.

We may reimburse our non-employee directors for reasonable
travel expenses related to attendance at board or board committee meetings. In
2009, we did not make any such reimbursements.

Our policy is not to pay compensation to directors who are also
employees of the Company or its subsidiaries. As a result, Mr. Si Chen and Mr.
Yundong Lu did not receive any compensation in 2009 for their service as
directors.

The following table reflects the compensation earned by our
directors in 2009:

|Name                 | Fees Earned or |              |               |                        | Total 
|-------------------- | -------------- | ------------ | ------------- | ---------------------- | ------
|                     | Paid in        | Stock Awards | Option Awards | All Other              |       
|                     | Cash           | ($)(1)       | ($)(2)        | Compensation
      ($) | ($)   
|                     | ($)            |              |               |                        |       
|Hao Chen             | 10,980         | 275          | 655           | -                      | 11,910
|David Yaudoon Chiang | 21,500         | 275          | 655           | -                      | 22,430
|Maoquan Wei          | 14,640         | 275          | 655           | -                      | 15,570
|Dekai Yin            | 3,660          | -            | -             | -                      | 3,660 
|Yongjun Li           | 3,660          | -            | -             | -                      | 3,660 
|Tad Ballantyne       | 3,660          | -            | -             | -                      | 3,660 

|(1) | This column represents the fair value of the stock award
      on the grant date determined in accordance with the provisions of ASC
      718. 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                 
|(2) | This column represents the fair value of the stock option
      on the grant date determined in accordance with the provisions of ASC
      718.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

Securities Authorized for Issuance Under Equity
Compensation Plans

5

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Please see Part II, Item 5 of our Annual Report on Form 10-K
filed on March 29, 2010 for a tabular representation of our equity compensation
plan.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth information regarding beneficial
ownership of our common stock as of April 15, 2010 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our named executive officers and directors; and (iii) by all of our officers
and directors as a group. Beneficial ownership is determined in accordance with
the rules of the SEC that deem shares to be beneficially owned by any person who
has voting or investment power with respect to such shares. Except as otherwise
indicated, the persons listed below have advised us that they have direct sole
voting and investment power with respect to the shares listed as owned by them.

Unless otherwise specified, the address of each of the persons
set forth below is c/o American Lorain Corporation, Beihuan Zhong Road, Junan
County, Shandong, China 276600.

In the table below, percentage ownership is based on 30,
242,202 shares of our common stock outstanding as of April 8, 2010.

Amount andNature ofName and Title of
    Beneficial
    Percent ofBeneficial Owner
    Ownership
    ClassMr. Si Chen,
    16,108,589
    53.3%Chairman, CEO andPresidentJayhawk Capital ManagementLLC (1)
    2,959,219
    9.8%Guerilla Capital Management,
    2,218,567
    7.3%LLCMr. Yundong Lu,COO and Director
    34,307
    *Mr. Yilun Jin, CFO
    26,708
    *Mr. Dekai Yin, Director
    -
    -Mr. Yongjun Li, Director
    -
    -Mr. Tad M. Ballantyne,
    -
    -DirectorMr. Maoquan Wei,
    8,234
    *DirectorAll officers and directorsas a group(7 persons)
    16,177,838
    53.5%


* Less than 1%

(1) Based on information supplied by Jayhawk Private Equity
Fund, L.P., Jayhawk Private Equity Co-Invest Fund, L.P., Jayhawk Private Equity
GP, L.P., Jayhawk Capital Management LLC and Kent McCarthy in a Schedule 13G/A
filed with the SEC on February 16, 2010. The address of each of these entities
is 8201 Mission Road, Suite 110, Prairie Village, Kansas 66208. Jayhawk Private Equity Fund, L.P. has shared
power to vote or to dispose of 2,783,939 shares.

Jayhawk Private Equity Fund, L.P. has shared power to vote or
to dispose of 175,280 shares. Jayhawk Private Equity GP, L.P, Jayhawk Capital
Management LLC and Kent McCarthy have shared power to vote or to dispose of
2,959,219 shares.

(2) Based on information supplied by Guerilla Capital
Management, LLC, Peter Siris, Leigh S. Curry and Hua-Mei 21st Century Partners,
LP in a Schedule 13G/A filed with the SEC on February 16, 2010. The address of
each of these entities is 237 Park Avenue, 9th Floor, New York, New York 10017.
Guerilla Capital Management, LLC, Peter Siris and Leigh S. Curry have shared
power to vote or to dispose of 2,218,567 shares. Hua-Mei 21st Century Partners,
LP has shared power to vote or to dispose of 1,392,489 shares.

6

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|         |                                                                                    
|-------- | -----------------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR **INDEPENDENCE**

Related Party Transactions

Since January 1, 2008, there have been no transactions between
members of management, five percent stockholders, affiliates, promoters and
finders.

Director Independence

We are a controlled company because over 50% of the voting
power of our company is held by Mr. Si Chen. As such, we are not required to
have a majority of independent directors. Our board has determined that Messrs.
Yin, Li, Ballantyne and Wei satisfy the criteria for independence under NYSE
Amex and SEC rules for independence of directors and of committee members.

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Audit Fees.We paid aggregate fees of approximately
$125,000 and $125,000 for the fiscal years ended December 31, 2009 and December
31, 2008, respectively, to Samuel H. Wong & Co., LLP for professional
services rendered by such firm for the audit and review of the financial
statements included in our annual report on Form 10-K and for the review of the
financial statements included in our quarterly reports on Form 10-Q.

Audit-Related Fees.We paid aggregate fees to Samuel H.
Wong & Co., LLP of approximately $3,963 for the fiscal year ended December
31, 2009 for travel expenses and $9,000 for the fiscal years ended December 31,
2008 for reviewing the financial statements in our registration statement on
Form S-1, as amended.

Tax Fees.We paid aggregate fees of approximately $5,000
for each of the fiscal years ended December 31, 2009 and December 31, 2008 to
Samuel H. Wong & Co., LLP for professional services rendered for tax
compliance, tax advice and tax planning.

All Other Fees. We did not pay any fees to
Samuel H. Wong & Co., LLP for any other professional services during the
fiscal years ended December 31, 2009 and December 31, 2008.

Board of Directors Pre-Approval Policies and Procedures

The Audit Committee has the sole authority to review in advance
and grant any preapprovals of (i) all auditing services to be provided by the
independent auditor, (ii) all significant nonaudit services to be provided by
the independent auditors as permitted by Section 10A of the Exchange Act, and
(iii) all fees and the terms of engagement with respect to such services, except
that the Audit Committee may delegate the authority to preapprove nonaudit
services to one or more of its committee members who will present its decisions
to the full Audit Committee at the first meeting following such decision.
Following the Companys establishment of an Audit Committee on August 1, 2008,
all audit and nonaudit services performed by Samuel H. Wong & Co., LLP
during fiscal 2008 and 2009 were preapproved pursuant to the procedures
outlined above. Prior to the establishment of the Audit Committee, all services
of the independent auditors were approved by the full board of directors.

7

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|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES
|-------- | ------------------------------------------------

|Exhibits    |                                                                                                                                                                                                                                                                                                                                        
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                        
|Exhibit No. | Description                                                                                                                                                                                                                                                                                                                            
|3.1         | Restated Certificate of
      Incorporation of the registrant as filed with the Secretary of State of
      Delaware. Incorporated by reference to Exhibit 3.1 to the registrants
      current report on Form 8-K filed on May 9, 2007.                                                                                              
|3.2         | Bylaws of the registrant, adopted on March 31,
      2000. Incorporated by reference to Exhibit 3.2 to the registrants
      registration statement on Form 10SB12G filed on October 19, 2001.                                                                                                                                        
|4.1         | Certificate of Designation of
      Series A Voting Convertible Preferred Stock of the registrant as filed
      with the Secretary of State of Delaware on April 9, 2007. Incorporated by
      reference to Exhibit 4.1 to the registrants current report on Form 8-K
      filed on May 9, 2007 in commission file number 0- 31619.
|4.2         | Certificate of Designation of Series B Voting
      Convertible Preferred Stock of registrant as filed with the Secretary of
      State of Delaware on April 30, 2007. Incorporated by reference to Exhibit
      4.2 to the registrants current report on Form 8-K filed on May 9, 2007.                                            
|4.3         | Form of Series A Warrant.
      Incorporated by reference to Exhibit 4.1 to the registrants current
      report on Form 8-K filed on October 29, 2009.                                                                                                                                                                               
|4.4         | Form of Series B Warrant. Incorporated by
      reference to Exhibit 4.2 to the registrants current report on Form 8-K
      filed on October 29, 2009.                                                                                                                                                                               
|4.5         | Registration Rights Agreement,
      dated as of October 28, 2009. Incorporated by reference to Exhibit 4.3 to
      the registrants current report on Form 8-K filed on October 29, 2009.                                                                                                                                            
|10.1        | Employment Agreement, effective September 22,
      2008, by and between American Lorain Corporation and Yilun Jin.
      Incorporated by reference to Exhibit 10.1 to the registrant's current
      report on Form 8-K filed on September 18, 2008.                                                                                  
|10.2        | Securities Purchase Agreement
      dated as of October 28, 2009, by and between American Loan Corporation and
      the Selling Stockholders. Incorporated by reference to Exhibit 10.1 to the
      registrants current report on Form 8-K filed on October 29, 2009.                                                               
|14          | Business Ethics Policy and Code of Conduct,
      adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the
      registrants current report on Form 8-K filed on May 9, 2007.                                                                                                                                        
|21          | List of subsidiaries of the
      registrant. Incorporated by reference to Exhibit 21 to the registrants
      current report on Form 8-K filed on May 9, 2007.                                                                                                                                                                       
|23.1*       | Consent of Independent Registered Public
      Accounting Firm                                                                                                                                                                                                                                                                         
|31.1*       | Certification of Chief
      Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002                                                                                                                                                                                                                        
|31.2*       | Certification of Chief Financial Officer,
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                              
|32.1*       | Certification of Chief
      Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                         
|32.2*       | Certification of Chief Financial Officer,
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                                         

* Filed herewith

8

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|               |  | AMERICAN LORAIN CORPORATION                           | 
|-------------- |  | ----------------------------------------------------- | 
|               |  | By:/s/ Si Chen                                        | 
|April 30, 2010 |  | Si Chen                                               | 
|(Date Signed)  |  | President, Director and Chief Executive
      Officer | 

|Signature                   |  | Capacity                                     |  |  | Date           | 
|--------------------------- |  | -------------------------------------------- |  |  | -------------- | 
|                            |  |                                              |  |  |                | 
|                            |  | President , Director and Chief Executive     |  |  |                | 
|/s/ Si Chen                 |  | Officer (Principal Executive Officer)        |  |  | April 30, 2010 | 
|Si Chen                     |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|                            |  | Chief Financial Officer (Principal Financial |  |  |                | 
|/s/ Yilun Jin               |  | Officer and Principal Accounting Officer)    |  |  | April 30, 2010 | 
|Yilun Jin                   |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|/s/ Yundong Lu              |  | Chief Operating Officer and Director         |  |  | April 30, 2010 | 
|Yundong Lu                  |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|/s/ Dekai Yin               |  | Director                                     |  |  | April 30, 2010 | 
|Dekai Yin                   |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|/s/ Yongjun Li              |  | Director                                     |  |  | April 30, 2010 | 
|Yongjun Li                  |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|/s/ Maoquan Wei             |  | Director                                     |  |  | April 30, 2010 | 
|Maoquan Wei                 |  |                                              |  |  |                | 
|                            |  |                                              |  |  |                | 
|/s/ Tad M.
      Ballantyne |  | Director                                     |  |  | April 30, 2010 | 
|Tad M. Ballantyne           |  |                                              |  |  |                | 

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