---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

Amendment No. 1toFORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December
31, 2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from __________to ____________

Commission File Number: 000-50883

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)

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class                      | Name of each exchange on which registered
|---------------------------------------- | -----------------------------------------
|Common Stock, par value $0.001 per share | NYSE AMEX                                

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

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 whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such file).

Yes [  ] 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 14,125,379 and $40,116,076,
respectively.

There were 34,419,709 shares of common stock outstanding as of
April 28, 2011.

DOCUMENTS INCORPORATED BY REFERENCE:

Information required by Part III will either be included in the
registrants definitive information statement filed with the Securities and
Exchange Commission or in an amendment to this Form 10-K no later than 120 days
after the end of the registrants fiscal year, to the extent required by the
Securities Exchange Act of 1934, as amended.

---

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, 2010, originally
filed with the Securities and Exchange Commission (the SEC) on March 31, 2011
(the Original Filing). Since we will not file our definitive proxy statement
within 120 days of our fiscal year ended December 31, 2010, 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.

---

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 directors as well as the date that each officer began their
service as a director.

|Name              | Age | Position                                                        | Director Since
|----------------- | --- | --------------------------------------------------------------- | --------------
|Si Chen           | 48  | Chairman, Chief
      Executive Officer, President and Director | 2007          
|Yundong Lu        | 36  | Chief Operating Officer and
      Director                      | 2008          
|Maoquan Wei       | 64  | Director                                                        | 2008          
|Dekai Yin         | 58  | Director                                                        | 2009          
|Yongjun Li        | 49  | Director                                                        | 2009          
|Tad M. Ballantyne | 56  | Director                                                        | 2009          

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.

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.

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                                                                       | 48  | Chairman, Chief Executive
      Officer, President and Director | 2007                   
|David She                                                                     | 27  | Chief Financial Officer                                         | 2010                   
|Yundong Lu                                                                    | 36  | Chief Operating Officer and
      Director                      | 2008                   
|See Directors on page 1 above for information
      on Messrs. Chen and Lu. |    

MR. DAVID SHE. Mr. David She became our chief financial
officer on December 10, 2010. Prior to his appointment, Mr. She held various
positions, and most lately as Chief Financial Officer, at China Natural Gas,
Inc. from 2008 to 2010, where he oversaw financial operations and managed the
company's financial growth. His duties included the oversight of quarterly and
annual filings with the U.S. Securities and Exchange Commission, evaluating and
executing financing alternatives, and managing the investor relations program.
Mr. She also served as a securities analyst for West China Securities in Beijing
in 2006. He received bachelor's degrees in mathematics and business
administration from Beijing Institute of Technology as well as a master's degree
in finance from the State University of New York in Buffalo.

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.

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 is 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 Board of Director Office, Beihuan Zhong Road, Junan County,
Shandong, Peoples Republic of China, 276600

Shareholder Nominations for Director

Shareholders may propose candidates for board membership by
writing to American Lorain Corporation, c/o Board of Director Office, Beihuan
Zhong Road, Junan County, Shandong, Peoples Republic of China, 276600. 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.

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, 2010, except that David She has not
yet filed a Form 3 in connection with his becoming a Section 16 filer.

---

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, c/o Board of Director Office, 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.

ITEM 11.     EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all
compensation earned by our named executive officers in 2008, 2009 and 2010 for
services provided to us and our subsidiaries. Other than Mr. Jin in 2009 and
2010, none of our executive officers earned compensation that exceeded $100,000
in 2008, 2009 or 2010.

Name and
    
    
    
    
    All OtherPrincipal
    
    Salary
    Stock Awards
    Option Awards
    Compensation
    TotalPosition
    Year
    ($)
    ($)(1)
    ($)(2)
    ($)(3)
    ($)Si Chen
    2008
    63,065
    -
    -
    2,000
    65,065Chief Executive
    2009
    66,000
    -
    -
    -
    66,000Officer
    2010
    66,000
    -
    -
    -
    66,000Yilun Jin
    2008
    -
    -
    -
    -
    -Former Chief
    2009
    99,795
    14,779
    1,727
    -
    116,301Financial Officer
    2010
    99,795
    13,200
    -
    -
    112,995


|(1) | This column represents the fair value of the stock award
      on the grant date determined in accordance with the provisions of ASC 718.
      See Note 18 to the financial statements included in our original Form 10-K
      for the year ended December 31, 2010 for the assumptions made in the
      valuation of these awards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                       
|(2) | This column represents the fair value of the stock option
      on the grant date determined in accordance with the provisions of ASC 718.
      See Note 18 to the financial statements included in our original Form 10-K
      for the year ended December 31, 2010 for the assumptions made in the
      valuation of this award. 
|    |                                                                                                                                                                                                                                                                                                                                       
|(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 $63,065, $66,000 and $66,000 in 2008, 2009 and 2010,
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 cash and granted Mr. Jin 10,460 shares of common stock
in 2009. We paid Mr. Jin a base salary of $99,795 in cash and granted Mr. Jin
5,000 shares of common stock in 2010. Mr. Jin resigned as our chief financial
officer in 2010 and did not receive any compensation in connection with his
resignation.

Pursuant to Mr. Shes employment agreement, dated October 22,
2010, we are obligated to pay Mr. She a base salary of $72,727 for the first
year and $90,909 for the second year. Mr. Shes employment agreement does not
provide any change in control or severance benefits.

Outstanding Equity Awards at Fiscal Year End

Option Awards
    Stock AwardsNumber of
    Number of
    
    
    Number ofSecurities
    Securities
    
    
    Shares
    Market ValueUnderlying
    Underlying
    
    
    or Units of
    of Shares orUnexercised
    Unexercised
    Option
    Option
    Stock That
    Units of StockOptions
    Options
    Exercise
    Expiration
    Have Not
    That Have Not(#)
    (#)
    Price
    Date
    Vested
    VestedName
    Exercisable
    Unexercisable
    ($)
    
    (#)
    ($)(a)
    (b)
    (c)
      (1)
    (e)
    (f)
    (g)
    (h)YundongLu
    11,193
    22,387
    $1.58
    7/27/14


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

---

Pursuant to our 2009 Incentive Stock Plan, if an employee is
terminated for any reason other than disability or death, then the employee
shall have the right to exercise the portions of any option which was
exercisable as of the date of such termination, in whole or in part, not less
than 30 days nor more than three months after such termination. However, in the
event of "termination for good cause," as that term is defined, the options
shall automatically terminate as of the termination of employment.

With respect to nonstatutory options granted to employees,
directors or consultants, the Board may specify such period for exercise, not
less than 30 days after such termination (except that in the case of
"termination for cause" or removal of a director, the option shall automatically
terminate as of the termination of employment or services), following
termination of employment or services, as the Board deems reasonable and
appropriate. The option may be exercised only with respect to installments that
the optionee could have exercised at the date of termination of employment or
services.

If an optionee dies while employed by, engaged as a consultant
to, or serving as a director of the company, the portion of such optionee's
option which was exercisable at the date of death may be exercised, in whole or
in part, by the estate of the decedent or by a person succeeding to the right to
exercise such option at any time within (i) a period, as determined by the
Board, of not less than six months nor more than one year after the optionee's
death, or (ii) during the remaining term of the option, whichever is the lesser.
The option may be so exercised only with respect to installments exercisable at
the time of optionee's death and not previously exercised by the optionee.

Director Compensation

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
2010, 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 2010:

Fees Earned orPaid in
    
    
    All OtherCash
    **Stock
      Awards**
    **Option Awards**
    Compensation
    **Total****Name**
    ($)
    **($)**
    **($)**
    **($)**
    **($)**Maoquan Wei
    14,752
    -
    -
    -
    14,752Dekai Yin
    14,752
    -
    -
    -
    14,752Yongjun Li
    14,752
    -
    -
    -
    14,752Tad Ballantyne
    14,752
    -
    -
    -
    14,752


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

Securities Authorized for Issuance Under Equity
Compensation Plans

Please see Part II, Item 5 of our Annual Report on Form 10-K
filed on March 31, 2011 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 30, 2011 (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 34,
419,709 shares of our common stock outstanding as of April 30, 2010.

Name and title of beneficial owner
    Amount and nature of beneficial
      ownership
    Percent of classMr. Si Chen, Chairman, CEO
      and President
    16,050,785
    46.6%Tongley Investments Ltd. (1)
    3,000,000
    8.7%Guerilla Capital Management
      (2)
    2,842,669
    8.3%Mr. Yundong Lu, COO and Director
    34,307
    *Mr. Dekai Yin, Director
    -
    *Mr. Yongjun Li, Director
    -
    *Mr. Tad M. Ballantyne,
      Director
    -
    *Mr. Maoquan Wei, Director
    8,234
    *All officers and directors
      as a group (7 persons)
    16,093,326
    46.8%


* Less than 1%

(1) Based on information supplied by Tongley Investment Ltd. in
a Schedule 13G filed with the SEC on February 14, 2011. The address of Tongley
Investment Ltd. is P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands

(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 11, 2011. 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 2,842,669 shares. Hua-Mei 21st Century Partners,
LP has shared power to vote or to dispose of 1,839,251 shares.

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

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 for each of the fiscal years ended December 31, 2010 and December 31,
2009, 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 $5,456 and $3,963 for the fiscal year ended
December 31, 2010 and 2009 for travel expenses, respectively.

Tax Fees. We paid aggregate fees of approximately $5,000
for each of the fiscal years ended December 31, 2010 and December 31, 2009 to
Samuel H. Wong & Co., LLP for professional services rendered for tax
compliance, tax advice and tax planning.

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 2009 and 2010 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.

---

PART IV

Item 15.     EXHIBITS, FINANCIAL
STATEMENT SCHEDULES

|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.                                                                                                                                             
|4.6         | Registration Rights Agreement, dated as of
      September 9, 2010, by and among American Lorain Corporation and the
      purchasers named therein. Incorporated by reference to Exhibit 99.3 to the
      registrants current report on Form 8-K filed on September 13, 2010.                                                        
|4.7         | Stockholder Agreement, dated as
      of September 9, 2010, by and among American Lorain Corporation, the
      purchasers named therein and Si Chen. Incorporated by reference to Exhibit
      99.4 to the registrants current report on Form 8-K filed on September 13,
      2010.                                                 
|10.1        | Securities Purchase Agreement dated as of
      October 28, 2009, by and between American Loan Corporation and the
      purchasers named therein. Incorporated by reference to Exhibit 10.1 to the
      registrants current report on Form 8-K filed on October 29, 2009.                                                            
|10.2        | Securities Purchase Agreement
      dated as of September 9, 2010, by and among American Loan Corporation, Si
      Chen and the purchasers named therein. Incorporated by reference to
      Exhibit 99.1 to the registrants current report on Form 8-K filed on
      September 13, 2010.                                            
|10.3        | Make Good Escrow Agreement, dated as of
      September 9, 2010, by and among American Lorain Corporation, the
      purchasers named therein, Si Chen and the collateral agent named therein.
      Incorporated by reference to Exhibit 99.2 to the registrants current
      report on Form 8-K filed on September 13, 2010.        
|10.4        | Loan Agreement, dated May 31,
      2010, between Junan Hongrun Foodstuff Co. Ltd. and DEG-Deutsche
      Investitions Und Entwicklungsgesellschaft MBH. Incorporated by reference
      to Exhibit 10.12 to the registrants quarterly report on Form 10-Q filed
      on August 11, 2010.                                             
|10.5        | Employment Agreement by and between American
      Lorain Corporation and David She, dated October 22, 2010. Filed
      previously.                                                                                                                                                                                                    
|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. Filed
      previously.                                                                                                                                                                                                                                                                         
|23.1        | Consent of Samuel H. Wong &
      Co., LLP *                                                                                                                                                                                                                                                                                            
|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

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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            
|------------- | ---------------------------------------
|              |                                        
|May 2, 2011   | By:/s/ Si Chen                         
|(Date Signed) | Si Chen                                
|              | President, Director and Chief Executive
|              | Officer                                

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated.

|Signature                        | Title                                | Date       
|-------------------------------- | ------------------------------------ | -----------
|                                 |                                      |            
|                                 |                                      |            
|                                 | President , Director and Chief       | May 2, 2011
|                                 | Executive Officer                    |            
|/s/ Si Chen                      | (Principal Executive Officer)        |            
|Si Chen                          |                                      |            
|                                 |                                      |            
|Chief Financial Officer         
|(Principal Financial Officer and
|Principal                       
|/s/ David She                    | Accounting Officer)                  | May 2, 2011
|David She                        |                                      |            
|                                 |                                      |            
|/s/ Yundong Lu                   | Chief Operating Officer and Director | May 2, 2011
|Yundong Lu                       |                                      |            
|                                 |                                      |            
|/s/ Dekai Yin                    | Director                             | May 2, 2011
|Dekai Yin                        |                                      |            
|                                 |                                      |            
|/s/ Yongjun Li                   | Director                             | May 2, 2011
|Yongjun Li                       |                                      |            
|                                 |                                      |            
|/s/ Maoquan Wei                  | Director                             | May 2, 2011
|Maoquan Wei                      |                                      |            
|                                 |                                      |            
|/s/ Tad M. Ballantyne            | Director                             | May 2, 2011
|Tad M. Ballantyne                |                                      |            

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