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

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

AMERICAN LORAIN CORPORATION
(Exact name of registrant as specified in its charter)

~~Beihuan Zhong~~BeihuanZhong Road
Junan County
Shandong, People’s Republic of China, 276600
(Address of principal executive office and zip code)

(86) ~~539-7318818~~539-7317959
(Registrant’s telephone number, including area code)

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

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

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~~issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Website,~~Web site, 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)~~files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of ~~registrant’ s~~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 Exchange Act).

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 ~~18,414,548~~19,220,142 and ~~$20,256,003,~~$19,796,746, respectively.

There were ~~34,616, 714~~34,616,714 shares of common stock outstanding as of March 31, ~~2013.~~2014.

~~- 2 -~~Documents Incorporated by Reference: Portions of the registrant's Proxy Statement related to its 2014 Annual Stockholders' Meeting to be filed subsequently are incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant's Proxy Statement shall not be deemed to be part of the report.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements.

We are an integrated food manufacturing company headquartered in Shandong Province, China. We develop, manufacture and sell the following types of food products:

We conduct our production activities in ~~China.~~China and through our majority-owned subsidiary in France. Our products are sold in Chinese domestic markets as well as exported to foreign countries and regions such as Japan, South Korea and Europe. We derive most of our revenues from sales in China, Japan and South Korea. In ~~2013,~~2014, our primary strategy is to continue building our brand recognition in China through consistent marketing efforts towards supermarkets, wholesalers, and significant customers, enhancing the cooperation with other manufacturers and factories and enhancing the turnover for our existing chestnut, convenience and frozen food products. In addition, we are working to expand our marketing efforts in Asia, Europe, and the Middle East. We currently have limited sales and marketing activity in the United States, although our long-term plan is to significantly expand our activities there.

ALN is a Nevada corporation that was incorporated on February 4, 1986 and was formerly known as ~~Millennium~~“Millennium Quest, Inc. ~~Prior to May 3, 2007, when ALN completed a recapitalization, or reverse merger, with ILH, ALN did not engage in active business operations other than to search for a potential acquisition target.~~” Effective November 12, 2009, ALN reincorporated in Nevada from Delaware.

ALN owns 100% of ILH. ILH wholly owns two Chinese operating subsidiaries, Luotian Lorain and Junan Hongrun, directly. Junan Hongrun, in turn, wholly owns Dongguan Lorain. In addition, together with Junan Hongrun, ILH wholly owns Beijing Lorain, Shandong Greenpia, and owns approximately 80% of Shandong Lorain (Shandong Economic Development Investment Co. Ltd. owns approximately 20%). We sometimes refer to our six Chinese operating subsidiaries throughout this annual report on Form 10-K as the Lorain Group Companies. Below is an organizational chart of ALN, ILH and the Lorain Group Companies:

*Athena is a holding company which holds all of the capital and the voting shares of Conserverie Minerve, a company organized under French law. Conserverie Minerve specializes in the processing and sale of chestnut and prepared foods products in Europe. Conserverie Minerve operates its businesses through the following, direct and indirect, wholly owned subsidiaries:

On February 7, 2014, ALN through its indirect wholly-owned subsidiary, Junan Hongrun, entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the “Biobranco Purchase Agreement”) to acquire from Biobranco II 2,750 shares of Athena, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600). The transaction was completed on March 13, 2014 upon payment of the purchase price.

On February 7, 2014, Junan Hongrun also entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the “Intiraimi Purchase Agreement”) to acquire from Intiraimi 10,000 shares of Athena, or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable at closing, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met. The Intiraimi Purchase Agreement also contains customary non-competition and non-solicitation clauses for Intiraimi and Pedro Quintana, Intiraimi’s President. The initial payment under the Intiraimi Purchase Agreement in the amount of €1,000,000 (or approximately US$1,354,700) was paid on March 13, 2014. As a result of the Biobranco Purchase Agreement and the Intiraimi Purchase Agreement, Junan Hongrun owns 12,750 shares, or 51% share capital, of Athena. Junan Hongrun agreed to pledge 12,750 shares, or 51% of share capital, of Athena acquired in the above transactions to Intiraimi to guarantee the Deferred Payment.

In connection with the acquisition of a 51% controlling interest in Athena, on February 7, 2014, Junan Hongrun entered into a Shareholders’ Agreement (the “Shareholder Agreement”) with Athena and each of the other shareholders of Athena (“Current Shareholders”), which defines the rights of the Junan Hongrun and the Current Shareholders, and their respective undertaking as it relates to Athena, including, but not limited to:

The Shareholder Agreement expires ten (10) years from the date Junan Hongrun pays the initial purchase price under the Intiraimi Purchase Agreement and the purchase price under the Biobranco Purchase Agreement.

We produced 234 products in ~~2012,~~2013, including 76 new products in the chestnut, convenience and frozen foods segment. We also discontinued 2710 products in ~~2012~~2013 in the convenience ~~segment due to slow sales.~~segment.

Historically, chestnut products and convenience foods were our main profit ~~centers in 2012. Our~~centers. Sales of our chestnut and convenience foods segment ~~has been the fastest growing portion of~~slowed down 2013 due to weaker demand in domestic market. Sales was also impacted by a stronger RMB against foreign currencies such as Japanese Yen for our ~~business and was one of the main catalysts of our growth during 2012. We~~export sales. However, we are ~~also~~ experiencing stronger sales for our frozen food products due to demand in both domestic and abroad. Frozen food products accounted for ~~14.6%~~17.8% of our revenues in ~~2012~~2013 as compared with ~~14.1%~~14.6% in ~~2011.~~2012.

We believe that we are the largest chestnut processor and manufacturer in China. In addition, we have been giving increasing emphasis in recent years to building a stronger international sales network. As a result of our acquisition of control in Athena in the first quarter of 2014, we now have chestnut processing and manufacturing capabilities in France which will enable us to achieve a strategic command of the chestnut industry value chain in Europe.

We have developed brand equity for our chestnut products in China, Japan and South Korea over the past 10 to 15 years. We produced 58 high value-added processed chestnut products in ~~2012.~~2013. In ~~2012~~2013 and ~~2011,~~2012, this segment contributed ~~52.2%~~53.3% and ~~51.7%~~52.2% of our total revenues, respectively.

Our best selling products in ~~2012~~2013 included our aerated open-bottom chestnuts, which are chestnuts packaged with nitrogen; ~~sweetheart chestnuts, which are sweet preserved chestnuts;~~ chestnuts in syrup, which are very popular in Japan and South Korea; and golden chestnut kernels. The majority of our chestnut products are natural and do not contain chemical additives.

The chestnut, in contrast to many other tree nuts, contains small quantities of oil and is very high in complex carbohydrates. This makes them useful for a wider food range than other common nuts. Chestnuts are commonly steamed, boiled, sugar stir-fried, roasted or added into dishes or desserts as an ingredient.

China is the largest grower of chestnuts in the world, followed by South Korea and Japan. In recent years, the chestnut production in South Korea and Japan has declined. This has been attributed to the increasing labor costs and operational costs incurred in growing chestnuts. Because of the declining domestic production, South Korean and Japanese customers have grown to rely more on imported chestnut products. Our strategy is to take advantage of these trends.

We differentiate our chestnut products based on flavor, size and method of packaging. For instance, some of our chestnut products that are sold in Japan are packaged in plastic bags or tin cans, each considered a different product. Similarly, some of our chestnut products are processed with hot water or cold water, each considered a different product.

Chestnut season in China lasts from September to January. We purchase and produce raw chestnuts during these months and store them in our refrigerated storage facilities throughout the year. Once we obtain a purchase order during the rest of the year we remove the chestnuts from storage, process them and ship them within one day of production.

These products are intended to meet the current demands of our customers for safe, wholesome and tasty foods that are easily prepared.

RTCs can be served after a few easy cooking procedures. Typically, when preparing a RTC, customers need only to heat the food in a microwave or boil it for several minutes before eating. Our ~~best selling~~best-selling RTCs in ~~2012~~2013 were French fries.

RTEs can be served without any cooking. Our ~~best selling~~best-selling RTEs in ~~2012~~2013 were various bean products and pickle products.

MREs are meal kits with self-heating devices or microwavable kits, such as microwavable rice boxes. Our ~~self heating~~self-heating MREs are primarily for military use ~~since~~where no cooking device or other ~~ingredients~~means are needed other than water. We also introduced microwavable MREs for civilian uses such as camping, traveling and other occasions ~~since~~where only simple preparation ~~and~~using a cooking device such as a microwave oven is required.

We produce various MREs based on Chinese cuisine, the best sellers of which were our pork with garlic sauce over rice and kungpao chicken with rice in ~~2012.~~2013. Many of our convenience products are natural and do not contain chemical additives.

We produced ~~118~~114 convenience food products in ~~2012,~~2013, including 56 new products such as boiled vegetables. In ~~2012~~2013 and ~~2011,~~2012, this segment contributed ~~33.2%~~28.9% and ~~34.2%~~33.2%, respectively, of our total revenues.

Our convenience foods segment has been the fastest growing portion of our business and was one of the main catalysts of our growth during 2012. We expect our convenience foods segment to continue to be an important area of growth for our business in the future.

We produce a variety of frozen foods, mostly frozen vegetables and frozen fruits. We produced 62 frozen food products in ~~2012.~~2013. Our ~~best selling~~best-selling frozen foods in ~~2012~~2013 were frozen asparagus and frozen ~~corn.~~strawberries.

Our frozen food business allows us to mitigate the significant production seasonality of chestnut products and to increase the utilization rate of our production capacity. We are seeing steady increase in sales of our frozen food segment due to demands from both domestic and international markets. The ~~percentage weight~~ frozen foods accounted for in our total revenue increased from ~~14.1% in 2011 to~~ 14.6% in ~~2012.~~2012 and 17.8% in 2013. Gross margins in this segment are lower than the margins for chestnut products and convenience foods.

We currently manufacture our products in six facilities in China, three of which are located in Junan County, Shandong Province, one in Luotian County, Hubei Province, one in Miyun County, Beijing ~~City~~ and one leased facility in Dongguan, ~~Guandong~~Guangdong Province. In addition, as a result of our acquisition of control in Athena in the first quarter of 2014, we now have chestnut and manufacturing capabilities in France.

The following table indicates the year that operations commenced at each of the facilities and the size of the facilities.

We currently manufacture our products using 2631 production lines. Each production line is used to produce between 10 and 50 products. We currently run three types of product lines:

The production process for our chestnut products initially involves sorting and cleaning the raw chestnuts purchased during the chestnut season. We then store the raw chestnuts in our refrigerated storage facilities throughout the year. Once we obtain a purchase order, we remove the chestnuts from storage and process them by steaming, decladding and deep-freezing the chestnuts, depending on the particular product. We then package and ship the processed chestnuts within one day of production.

The production process of our convenience products generally involves various steps, including soaking, boiling, coating, drying, deep freezing, packing, sealing and sterilizing.

The following table shows the number and types of production lines, the types of products produced and the production capacity at each facility:

We allocate our production lines based upon the location of our facilities to take advantage of efficiencies in the transportation of required raw materials. For example, Junan Hongrun and Shandong Lorain, which manufacture primarily chestnut and frozen products, are located in Shandong Province, which is China’s largest supplier of fresh products by volume. Shandong Province is also a major chestnut producing region.

Our production lines and facilities have all been designed to meet the standards and requirements of our largest customers in Japan and Europe, with Japan being our largest export market.

In the last quarter of 2013, we completed the installation of one chestnut decladding machine at our Junan Hongrun facility. This machinery, imported from Europe, preheats the chestnuts into dry condition, and declads the chestnuts using ejected natural gas flames. Unshelled chestnuts are then carried directly to frozen storage through connected pipeline. Average processing capacity could reach 3 metric tons per hour.

In the last quarter of 2013, we initiated a project to enhance the automation and quality for our production line at our Junan Hongrun facility, and it is expected to be finished by mid-2014. The project entails replacement and automation upgrades for key production procedures for chestnut products, and introduces numerous new equipment such as an additional chestnut decladding line, automated chestnut packaging line, chestnut vacuum saturator, chestnut sorting line, etc. The project also includes the construction of a 10,000 m² new workshop. The project was listed as a key supported project by National Development and Reform Commission (“NDRC”).

We employ advanced methods of quality control and have obtained various certifications for many of our products, packages and processes, including ISO 9000 or ISO 9001 certification for certain of our chestnut and frozen vegetable products, BRC certification for certain of our frozen fruit and vegetable products and HACCP certification for certain of our frozen vegetable, fruit and chestnut products and our bottom-open chestnuts. We believe that our quality controls and standards of products distinguish us from other manufacturers in both domestic and international markets.

With limited exception, we operate our production lines year round. In the past, when our production was focused almost exclusively on chestnuts, we experienced seasonal underutilization of our product lines. However, our current facilities have multiple-function designs allowing us to use our production lines for our convenience and frozen products when we are not producing chestnuts at full capacity. Consequently, as we have increased our processed and convenience food offerings over the last several years, we have generally been able to run our production lines at increasing efficiency.

Previously, most of our ~~processed and~~ convenience foods were produced at our Beijing Lorain plant. With the introduction of bean products in 2009, we expanded our facility in Junan Hongrun with the addition of three convenience food production lines designed specifically for bean products with current annual capacity of 13,500 metric tons.

We believe our facilities are adequate for our current levels of production. We anticipate, however, that we may require additional facilities and/or product lines as our business grows. We are exploring the possibility of alliances with one or more OEM partners for the production, in the short-term, of some of our convenience food products and frozen products should our facilities be inadequate to meet increasing demand. We are also exploring the possibility of leasing additional production lines to expand our production capacity. ~~In 2008, we leased two convenience foods production lines in Dongguan, Guangdong Province, which increased production capacity by approximately 3,000 metric tons per year to meet our short-term needs.~~ We did not lease any production facility during ~~2012. Given the relatively low cost to lease, we~~2013. We may decide to lease additional facilities in ~~2013,~~2014, should circumstances ~~require.~~require and subject to acceptable costing. In the long-term, we plan to increase our own production capacity by acquiring or building new facilities, subject to the availability of adequate sources of funding.

Storage of our raw materials and inventory is a critical element of our business. Our raw materials and partially finished products need to be preserved in frozen storages (-18ºC to -20ºC) or constant temperature storages (-5ºC to 5ºC). Storage is particularly critical for our chestnut products because chestnuts are a seasonal fruit.

The following table illustrates on a facility by facility basis the type and capacity of our storage resources:

As we have expanded our production capacity, we have also expanded our storage capacity. All of the listed storage facilities are owned by us. In 2009, we expanded our storage capacity in Junan Hongrun by an additional 3,600 metric tons. In 2010, we also expanded our storage facility in Dongguan by 1,000 metric tons and, through our acquisition of Shandong Greenpia, we have added four additional storage units with an aggregate capacity of 1,500 metric tons. We also added 13,500 metric tons of cold storage at the Junan Hongrun facility during 2011. We did not add to our storage capacity during ~~2012. We~~2013. In 2014, we may build or lease additional storage facilities from time to time should circumstance require.

We grow or set up agricultural co-ops with local farmers to supply ourselves with a small portion of chestnut, fruit and vegetable products. For the year ended December 31, ~~2012~~2013 and ~~2011,~~2012, the supplies coming from agricultural operations have been immaterial. We believe, however, that development of agricultural facilities is a good strategy for the long-term. We anticipate that ~~self grown~~self-grown agricultural products and agricultural products grown in cooperation with local farmers will enable us to assure adequacy of supply, promote quality and reduce cost, particularly for our high margin offerings. For example, by growing Korean cultivar chestnuts domestically, we expect to significantly reduce our supply costs for this premium product, while ensuring superior quality.

Lands in which we grow our agricultural products for such products are shown in the following table.

We began growing chestnuts in Shandong Province in 2003. Unlike most vegetables and fruits, chestnut trees have a 3-5 year growing phase before they can be harvested. Our current chestnut planting base has been self-supplying limited quantities of chestnuts to our production since 2007.

We began growing strawberries in 2008 in Shandong and peaches, apricots, pears and blackberries in 2009 in Beijing. We use these fruits in some of our frozen fruit products. We plan to continue to expand our agricultural operations over the next few years. Among other things, we plan to increase our self-production in China of Korean cultivar chestnuts. We expect to obtain funding for this expansion through a combination of commercial and government loans, including loans under Chinese government programs to promote agricultural industrialization. There is no assurance, however, that adequate funding for these purposes will be available to us.

In 2013 and 2012, approximately 85% and ~~2011, approximately~~ 86% ~~and 88%~~ of our procured raw materials, respectively, consisted of agricultural products, including primarily chestnuts and vegetables, approximately 7% and 7%, respectively, consisted of packaging materials and approximately 7%8% and 5%7% consisted of condiments such as sugar, salt and flour.

Our business depends on obtaining a reliable supply of various agricultural products, including chestnuts, vegetables, red meat, fish, eggs, rice and flour. Because of the diversity of available sources of these raw materials, we believe that our raw materials are currently in adequate supply and will continue to be so in the future.

We obtain our agricultural raw materials from three sources: domestic procurement (excluding self-supply), overseas markets, and self-supply. Domestic and overseas procurement accounted ~~96.4%~~for 96.8% and ~~3.4%~~3.0%, respectively, of our total raw material costs in ~~2012,~~2013, with self-supply accounted for less than 1%. We obtained substantially all of our agricultural raw materials from domestic sources during ~~2012.~~2013.

In ~~2012~~2013 and ~~2011,~~2012, respectively, we procured approximately ~~62,934~~53,559 and ~~64,851~~62,934 metric tons of chestnuts and approximately ~~72,254~~49,909 and ~~54,827~~72,254 metric tons of vegetables and other raw materials from a number of third party suppliers, domestic and overseas, and produced approximately ~~160~~255 and ~~258~~160 metric tons of chestnuts and other products from our own agricultural operations.

We select suppliers based on price and product quality. We typically rely on numerous domestic and international suppliers, including some with whom we have a long-term relationship. Our top 10 suppliers accounted for ~~34.1%~~23.7% and ~~17.9%~~34.1%, respectively, of the total procurement in ~~2012~~2013 and ~~2011~~2012 in value terms. We purchase from suppliers and farmers pursuant to supply contracts and underlying purchase orders. We have not entered into any long-term contracts with any of our suppliers.

Our suppliers generally include wholesale agricultural product companies, agricultural associations and distributors. Some raw materials must be imported at higher costs, however. Occasionally, we also work directly with farmers. For instance, we operate an initiative which involves a series of cooperation and lease agreements between Shandong Lorain, Beijing Lorain and local farmers. This initiative involves approximately 1,000 acres of land which is used primarily to produce Japanese and Korean style chestnuts, sticky corn and pumpkins for our operations.

To control procurement costs, we have built our facilities near domestic sources of agricultural raw materials. For example, Junan Hongrun and Shandong Lorain are located in Shandong Province, which is China’s largest supplier of fresh products by volume. Shandong Province is also a major chestnut producing region. Local procurement reduces our costs, especially transportation costs. It also gives us first-hand harvest and market information, which provides us with an advantage in price negotiations with suppliers.

Some raw materials must be imported at higher cost. As discussed, we have begun to develop our agricultural capabilities in order to control costs, particularly with respect to imported raw materials such as Korean-style chestnuts.

Pricing for agricultural products reflects several external factors, such as weather conditions and commodity market fluctuations, which are beyond our control. We obtain contemporaneous information on local harvests and collect daily reported price information on harvests in other markets from which we procure our products. We also attempt to predict harvest yields in advance based on our information gathering. We use this harvest information to negotiate best pricing with our suppliers.

We impose strict standards on our suppliers. During the harvest season, our internal procurement function may visit our sources of supply to assure that the products we are purchasing comply with our standards.

Our products are sold in Chinese domestic markets as well as exported to foreign countries and regions such as Japan, South Korea and Europe. In 2013 and 2012, approximately 73.8 and ~~2011, approximately 71.3 and 73.7%~~71.3%, respectively, of our sales were made domestically in China and approximately ~~28.7%~~26.2% and ~~26.3%~~28.7%, respectively, were to international customers, primarily Japan and South Korea. Our top ten customers contributed ~~15.4%~~12.9% and ~~15.5%~~15.4% of our total revenues in ~~2012~~2013 and ~~2011.~~2012.

In China, we sell our products through our own sales team and through third-party distributors. We have 36 sales offices in 2131 provinces in China. In ~~2012~~2013 and ~~2011,~~2012, we sold approximately ~~95.2%~~74.6% and ~~88%~~95.2%, respectively, of our products directly to our Chinese customers and approximately ~~4.8%~~25.4% and ~~12%~~4.8% through third-party distributors.

We sell our products in all first-tier cities in China, including Beijing, Shanghai, Tianjin and Guangzhou, through our own sales team in order to capture the profit margin that would otherwise go to intermediate wholesalers and to enhance our brand recognition. Our sales team sells our products directly to supermarket chains, mass merchandisers, large wholesalers and others in these markets. In second-tier and third-tier cities, we currently sell our products to third-party distributors, such as food companies or trading companies with established distribution channels in such regions, rather than through our own sales team, in order to enable us to penetrate such markets more quickly without spending significant capital. We also sell to small customers through independent sales representatives.

Generally, our direct sales customers are required to pay us on 30 to 60 day credit terms. Third-party distributors, however, generally do not pay on credit, allowing us to obtain quicker payment terms and thereby decrease our accounts receivables.

The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation costs and the distributors are responsible for storage costs. Furthermore, the distributors have the right to return products that fail to satisfy specified quality standards, at our cost. The majority of such contracts require the distributors to pay us in cash in full upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks. In addition, we typically offer distributors performance-based incentives, such as a cash bonus equal to 1% of total revenues generated by such distributor which exceed previously established sales targets.

We plan to gradually increase the portion of sales to third party distributors in order to access new markets in China in a cost efficient manner and to improve our cash position. Such plans are subject to our ability to restructure the sales force and manage the increased number of distributors without compromising our profit margins.

WeOutside China, we generate most of our sales in Asia. In ~~2012~~2013 and ~~2011,~~2012, respectively, approximately ~~94.2%~~92.7% and ~~93.8%~~94.2% of our international sales were in Asia and approximately ~~5.5%~~6.4% and ~~5.7%~~5.5% were in Europe.

We sell our products to international markets primarily through export and trading agents and companies in China, as well as our own sales team located in China. Our sales team sells directly to wholesalers, food processors and mass merchandisers. Many of our customers are well known in their local food market. We have established long-term relationships with many international customers, especially in Japan and South Korea. We currently have no sales offices outside of China and do not use alternative methods to sell our products outside of China. We attend trade shows in Europe and other international markets in order to promote our products.

We have also been giving increasing emphasis in recent years to building a stronger international sales network. Our acquisition in France marks an important step for American Lorain along with our sustained marketing and operating efforts in Japan as well as domestic China. France is in a central position in Europe’s food supply as well as logistics, and this acquisition will potentially enable American Lorain to achieve a strategic command of the whole chestnut industry value chain in Europe, yielding significant synergy together with our China operations. We will provide strong support for raw material as well as procurement of Asian food supplies in China, and will also be able to take full advantage of Athena’s existing sales channels in Europe to supply not only chestnuts but also other food products desired by the European market.

We have not spent a significant amount of capital on advertising in the past, and our advertising budget continues to be limited. In ~~2012~~2013 our marketing and branding efforts included supermarket advertising and internet advertising.

We intend to increase our advertising and branding efforts given the consumer nature for many of our products. For the near future, our marketing efforts will continue to focus primarily on the domestic Chinese market for our chestnut and convenience food products.

The overall food market is diverse, both globally and in China. We do not have a significant market share in any of our business segments.

We compete in the chestnut market primarily on the basis of the uniqueness of our products, quality, price and brand recognition. We also utilize our proprietary, patented and patent-pending technology in the production of our chestnut products to our competitive advantage.

The world market for chestnut products is highly fragmented. Our principal competitors in the chestnut product market are currently Hebei Liyuan, a Chinese company, and Foodwell Corporation, a South Korean company.

The market competition for convenience food products is based mostly upon quality and product variety. We attempt to use our modern food processing technology, such as nitrogen preservation, to produce a wide variety of high quality convenience foods.

The convenience food market in China is highly fragmented and we do not face competitive pressure from any particular competitor or small group of competitors.

In the frozen food product market, competition is based primarily upon quality, ability to provide a reliable product supply and customer relationships.

Our strongest competitors in the frozen food products market are currently Weifang Langdong Food Co. Ltd., Yuyao Hongji Food Co. Ltd. ~~and~~And Yantai Pengshun Food Co. Ltd., all of which are located in China.

We believe that we enjoy a number of competitive advantages, both domestically and internationally.

We have developed brand equity for our chestnut products in China, Japan and South Korea over the past 10 to 15 years. Our customers are willing to pay a premium for some of our chestnut products because of our brand equity. In addition, we believe that we have a strong distribution channel for our products in the markets in which we currently operate.

We believe that we are able to provide our customers with greater selection and a more reliable supply than many of our competitors, which is especially important for our supermarket chain and large wholesaler customers. We produced 58 chestnut products in ~~2012.~~2013. We believe that we are the sole provider of certain bottom-open chestnut and sweetheart chestnut products in China.

Labor is a large portion of total operating costs for food companies. We believe that we have a lower labor cost structure and a more abundant labor supply than many of our international competitors.

We are focused on managing our costs in other ways as well. We seek to locate our production facilities in close proximity to our main domestic sources of raw ~~materials~~material supply to reduce transportation costs and give us first-hand knowledge of market factors affecting our cost of raw material supply. Our agricultural self-supply program, while modest at present, is expected to grow and to become a significant element of our cost containment efforts.

We use modern food processing technology and innovation in our formulation and manufacturing processes to create high quality products. Nitrogen preservation in particular, used in the production of convenience foods, is an innovative technology which has not been widely applied in China.

In 2008, we submitted an application for patent protection in the PRC for two of our technologies which support the production of our chestnut and convenience food products, with one successful patent grant and one denial. During 2009 and 2010, we submitted four additional patent applications, with three successful patent grants and one ~~remaining under review.~~denial. (See “Intellectual Property” below.) We believe that our technology gives us an advantage over our Chinese competitors, allowing us to produce chestnut and convenience food products that are superior in quality and to offer more ~~products~~product varieties.

We believe that our reputation for quality ~~also~~ contributes to our competitiveness. We maintain high food safety standards, in order to satisfy both domestic and international requirements. We also regularly ~~test~~conduct tests for quality of our products ~~for quality~~ and compliance with standards.

We ~~use~~have registered in the ~~trademarks~~PRC the trademark

which we use on all of our products sold in China.

We have developed the following six proprietary technologies to support our chestnut and convenience food production:

We were ~~also~~ granted two additional patents by the State Intellectual Property Office of the PRC during 2012, including the preparation of aerated snack beans and frozen bottom open chestnuts. The patent application for the device and the preparation procedure for chestnut roasting within a high pressure cylinder device we submitted during 2010 is still pending review. The approval for patents can typically takes 3 to 4 years. We also submitted one additional patent application during 2012 for the preservation, storage and processing procedures for chestnuts, which is ~~also~~ currently under review. The approval for patents typically takes 3 to 4 years.

We take reasonable steps to protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and the like on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements. We believe that our proprietary technology and trade secrets are adequately protected.

As of December 31, ~~2012,~~2013, we had a total of ~~2,005~~1,839 full-time employees and ~~460~~480 part-time employees. ~~780~~768 of our full-time employees are directly employed by our subsidiary companies and the remaining employees are employed by Linyi Zhifu Labor Service Company, an ~~outside~~outsourcing company that ~~leases employees to us~~we use to meet our staffing needs. As required by Chinese law, all employees are party to a written employment contract. We compensate the employees ~~leased~~outsourced from Linyi Zhifu directly and pay Linyi Zhifu a service fee. Linyi Zhifu is responsible for the pension and social insurance benefits of the leased employees, as described below.

The following table sets forth the allocation of employees, both direct and leased, by job function.

We believe that the relationship between management and our employees is good. We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

Our Shandong Lorain subsidiary has an employee relations department for the purpose of advancing employee welfare, encouraging employee participation in decision making and enhancing relations among employees and between employees and our management team.

We compensate our production line employees by unit produced (piece work) and compensate other employees with a base salary and bonus based on performance. We also provide training for our staff from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees in China participate in a state pension scheme organized by Chinese municipal and provincial governments. We were required to contribute to the scheme on behalf of our direct employees at a rate of 24% of the average monthly salary for the years ended December 31, ~~2012~~2013 and ~~2011.~~2012. In addition, we are required by Chinese law to cover our employees with various types of social insurance. We made contributions to the social insurance scheme on behalf of our direct employees at a rate of 4% of the average monthly salary for each employee for the years ended December 31, ~~2012, 2011,~~2013 and ~~2010.~~2012. As indicated above, Linyi Zhifu is responsible for contributions on behalf of the leased employees.

We have research and development staff at each of our facilities. In total, 4045 employees are dedicated to research and development.

We rely heavily on customer feedback to assist us in the modification and development of our products. We also utilize customer feedback to assist us in the development of new products. Over the past several years, on average, we added 10 to 20 new varieties to our product portfolio each year. In ~~2012,~~2013, we added 76 new products ~~most~~ in our convenience foods segment and ~~frozen foods segment. In 2012, we~~ discontinued 2710 products in the convenience food segment primarily due to slow sales.

The amount we spent on research and development activities during the years ended December 31, ~~2012~~2013 and ~~2011~~2012 was not a material portion of our total expenses for those years.

As a manufacturer and distributor of food products, we are subject to regulations of China’s Agricultural ~~Ministry.~~Ministry and Ministry of Health. This regulatory scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food. It also regulates manufacturing practices, including quality assurance programs, for foods through its current ~~goods~~ manufacturing ~~practices~~practice regulations, and specifies the standards of identity for certain foods, including the products sold by us, and prescribes the format and content of many of the products sold by us, the format and content of certain nutritional information required to appear on food products labels and approves and regulates claims of health benefits of food products.

We have obtained approvals from Chinese authorities for the production of certain categories of products, including chestnuts, frozen vegetables and fruits, fish, and canned products. Production of new products that do not fall into approved categories of products would require separate approval from the appropriate Chinese authorities. We have consistently obtained such approvals for our newly developed products in the past and do not anticipate any difficulties in obtaining new approvals in the future if needed.

In addition, we are required to obtain governmental approval, and to register with the State Administration for Industry and Commerce, in order to open a new facility in China. We have consistently obtained such approvals, and made such registrations, for our new facilities in the past and do not anticipate any difficulties in filing new registrations and obtaining new approvals in the future if needed.

Under the relevant ~~Provisions of the~~ PRC ~~on Sanitation of Food for Export (for Trial Implementation),~~sanitation laws governing food export, unless an exporter’s products are exempted from inspection, products must be inspected in accordance with the Law of the PRC on Import and Export Commodity Inspection. We have not been exempted from inspection. In the past, we were authorized by the relevant authorities to conduct self-inspection of certain of our export products. However, currently, the relevant authorities have imposed tighter food safety control in China, and as a result, all of our exported food products must be inspected by ~~qualifying~~relevant government agencies. We believe that all of our exported products are currently in compliance with such requirements and we do not anticipate any difficulties in complying with such rules in the future.

In addition, we are required to obtain a license from the local branch of the Entry-Exit Inspection and Quarantine Bureau of China for our exported products. We have consistently obtained such licenses in the past and we do not anticipate any difficulties in obtaining such licenses in the future.

From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated. Set forth below are important factors that could cause our results, performance, or achievements to differ materially from those in any forward-looking statements made by us or on our behalf.

We may not be able to obtain an adequate supply of high quality raw materials.

Our business depends on obtaining a reliable supply of various agricultural products, including chestnuts, vegetables, fruits, red meat, fish, eggs, rice, flour and packaging products. During ~~2012,~~2013, the cost of our raw materials ~~increased~~decreased from ~~$127,798,200~~$145,460,250 to ~~$145,460,250~~$141,159,775 for ~~an increase~~a decrease of approximately ~~13.8%~~3.0% . We may have to increase the number of our suppliers of raw materials and expand our own agricultural operations in the future to meet growing production demands. Despite our efforts to control our supply of raw materials and maintain good relationships with our suppliers, we could lose one or more of our suppliers at any time. The loss of several suppliers may be difficult to replace and could increase our reliance on higher cost or lower quality suppliers, which could negatively affect our profitability. In addition, if we have to increase the number of our suppliers of raw materials in the future to meet growing production demands, we may not be able to locate new suppliers who could provide us with sufficient materials to meet our needs. Any interruptions to, or decline in, the amount or quality of our raw materials supply could materially disrupt our production and adversely affect our business and financial condition and financial prospects.

The prices that we have paid for our raw materials recently have experienced significant fluctuation. If these price fluctuations continue, our profit margins may be materially adversely affected.

The average price that we paid for chestnuts in ~~2012~~2013 and ~~2011~~2012 was approximately ~~$1,433~~$1,507 per metric ton and ~~$1,071~~$1,433 per metric ton, respectively, excluding value added taxes. We do not currently hedge against changes in our raw material prices. Consequently, if the costs of our raw materials increase further, and we are unable to offset these increases by raising the prices of our products, our profit margins and financial condition could be adversely affected.

Price inflation in China could affect our results of operation if we are unable to pass along raw material price increases to our customers.

Inflation in China has been consistently increasing in recent years. Because we purchase raw materials from suppliers in China, price inflation directly causes an increase in the cost of our raw materials. Price inflation could affect our results of operation if we are unable to pass along raw material price increases to customers. In addition, if inflationary trends continue in China, China could lose its competitive advantage as a low-cost manufacturing venue, which could in turn lessen some of the competitive advantages of our being based in China. Accordingly, inflation in China may weaken our competitiveness domestically or in international markets.

Our sales and reputation may be affected by product liability claims, litigation or, product recalls in relation to our products.

The sale of products for human consumption involves an inherent risk of injury to consumers. We face risks associated with product liability claims, litigation, or product recalls, if our products cause injury or become adulterated or misbranded. Our products are subject to product tampering and contamination, such as mold, bacteria, insects, shell fragments and off-flavor contamination, during any of the procurement, production, transportation and storage processes. If any of our products were to be tampered with, or become tainted in any of these respects, and we were unable to detect this, our products could be subject to product liability claims or product recalls. Our ability to sell products could be reduced if certain pesticides, herbicides or other chemicals used by growers have left harmful residues on portions of our raw materials or if our raw materials have been contaminated by other agents.

We have never had a product recall in the past but we have experienced product liability claims that were made by our customers. The amounts of such claims were immaterial. However, claims of product defect or product liability for material amounts, individually or in the aggregate, may be made in the future.

We have not procured a product liability or general liability insurance policy for our business, as the insurance industry in China is still in an early stage of development. To the extent that we suffer a loss of a type which would normally be covered by product liability or general liability insurance in the United States, we would incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Product liability claims and product recalls could have a material adverse effect on the demand for our products and on our business goodwill and reputation. Adverse publicity could result in a loss of consumer confidence in our products.

We have grown rapidly over the last few years. Our sales increased from $27,735,833 in 2004 to ~~$239,673,463~~$215,279,785 in ~~2012.~~2013. The number of product types we sold increased from approximately 100 in 2004 to approximately 234 in ~~2012.~~2013. We intend to continue to expand the volume and variety of products we offer, as well as the geographical scope of our sales and production facilities. Our business growth could place a significant strain on our managerial, operational and financial resources. Our ability to manage future growth will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our workforce. Our personnel, systems, procedures and controls may not be adequate to support our future growth. Failure to effectively manage our expansion may lead to increased costs, a decline in sales and reduced profitability.

Our expansion strategy may not prove successful and could adversely affect our existing business.

Our growth strategy includes the expansion of our manufacturing operations, including new production lines and agricultural operations. We plan to expand our sales in China and internationally. We will need to engage in various forms of promotional and marketing activities in order to further develop the branding of our products and to increase our market share in new and existing markets. The implementation of this strategy may involve large transactions and present financial, managerial and operational challenges. We could also experience financial or other setbacks if any of our growth strategies incur problems of which we are not presently aware. If we fail to generate sufficient sales in new markets or increase our sales in existing markets, we may not be able to recover the production, distribution, promotional and marketing expenses, as well as administrative costs we have incurred in developing such markets.

Our results of operations could be affected by natural events in the locations in which our customers operate.

Several of our customers have operations in locations that are subject to natural disasters, such as severe weather and geological events, which could disrupt the operations of those customers and suppliers as well as our operations. If our customers suffer from these events, their operations may be negatively impacted. As a result, some or all of those customers may reduce their orders for our products, which could adversely affect our revenue and results of operations.

The acquisition of other businesses could pose risks to our profitability.

We may try to grow through acquisitions in the future. Any proposed acquisition could result in accounting charges, potentially dilutive issuances of equity securities, and increased debt and contingent liabilities, any of which could have a material adverse effect on our existing business and the market price of our common stock. Acquisitions, in general, entail many risks, including risks relating to the failed integration of the acquired operations, diversion of management’s attention, and the potential loss of key employees of the acquired organizations. We may be unable to successfully integrate businesses or the personnel of any business that might be acquired in the future, and our failure to do so could have a material adverse effect on our business and on the market price of our common stock.

We are subject to risks of doing business internationally. If the international market does not grow as we expect, our business and financial condition may be adversely affected.

We conduct a substantial amount of business internationally. Our export sales destinations include countries in Asia, Europe, the Middle East and North America. Our international operations are subject to a number of inherent risks, including:

Any of the foregoing risks could have a material and adverse effect on our operating results.

A significant amount of our revenues is dependent on a limited number of customers and the loss of any one of our major customers could materially and adversely affect our growth and our revenues.

A significant portion of our revenues has historically been derived from a limited number of customers, particularly in our chestnut products segment. Sales to our ten largest customers accounted for approximately ~~16%~~12.9% and 15.4% of our total revenues in ~~2011~~2013 and 2012, respectively. The loss of any one of these customers, or a material decrease in purchases by any one of these customers, could adversely impact our revenues.

We rely primarily on distributors to sell our products. Any delays in delivery or poor handling by our distributors or third-party transport operators may affect our sales and damage our reputation.

In ~~2012,~~2013, we sold our products through over 100 distribution service providers. The services provided could be suspended and could cause interruption to the supply of our products to domestic or overseas customers. Delivery disruptions may occur for various reasons beyond our control, including poor handling by service providers or third party transport operators, transportation bottlenecks, natural disasters and labor strikes, and could lead to delayed, damaged or lost deliveries. If our products are not delivered in a timely manner, our reputation could be harmed. If our products are damaged in the process of being delivered, we may be liable to pay for such damages incurred.

Failure of the market to accept our new products, or failure to obtain regulatory approval for our new products, may cause us to lose our competitive position in the food industry.

We introduced 16 new products in 2011, ~~and~~ 7 new products in ~~2012.~~2012 and 6 new products in 2013. We plan to introduce approximately 10 to 20 new products in ~~2013.~~2014. The success of the new products we introduce depends on our ability to anticipate the tastes and dietary habits of consumers and to offer products that appeal to their preferences. We intend to introduce new products as well as alternative flavors, sizes and packaging for our existing products. We may not be able to gain market acceptance for our new products. Consumer preferences change, and any new products that we introduce may fail to meet the particular tastes or requirements of consumers, or may be unable to replace their existing preferences. Our failure to anticipate, identify or react to these particular tastes or changes could result in reduced demand for our products, which could in turn cause us to be unable to recover our development, production and marketing costs.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our research and development, operations and revenue.

The Lorain Group Companies were founded in ~~1995~~1994 by Si Chen, our ~~Chairman~~chairman and ~~Chief Executive Officer.~~chief executive officer. Mr. Chen, together with other senior management, has been a key driver of our strategy and has been fundamental to our achievements to date. The successful management of our business is, to a considerable extent, dependent on the services of Mr. Chen and other senior management. We compete for qualified personnel with other food processing companies, food retailers and research institutions. Consequently, we may either lose key employees to our competitors or we may need to significantly increase the compensation of such employees in order to retain them. The loss of the services of any key management employee or failure to recruit a suitable or comparable replacement could have a significant impact upon our ability to manage our business effectively, and our business and future growth may be adversely affected.

The food industry in China is fragmented. Our ability to compete against other national and international enterprises is, to a significant extent, dependent on our ability to distinguish our products from those of our competitors by providing large volumes of high quality products that appeal to consumers’ tastes and preferences at reasonable prices. Some of our competitors have been in business longer than we have and are more established. Our competitors may provide products comparable or superior to those we provide or adapt more quickly than we do to evolving industry trends or changing market requirements. Increased competition may result in price reductions, higher raw materials prices, reduced margins and loss of market share, any of which could materially adversely affect our profit margins.

Recently, we have experienced significant increases in energy costs, and energy costs could continue to rise, which would result in higher distribution, freight and other operating costs. Our future operating expenses and margins will be dependent on our ability to manage the impact of cost increases.

Our products are subject to counterfeiting or imitation, which could impact our reputation.

To date, we have experienced limited counterfeiting and imitation of our products. However, counterfeiting or imitation of our products may occur in the future and we may not be able to detect it and deal with it effectively. Any occurrence of counterfeiting or imitation could impact negatively upon our reputation, particularly if the counterfeit or imitation products cause sickness, or injury to consumers. In addition, counterfeit or imitation products could result in our need to incur costs with respect to the detection or prosecution of such activities.

We have hired Linyi Zhifu Labor Service Company to provide employees to our production facilities. Should Linyi Zhifu Labor Service Company be unable to continue to provide the number of employees we need, our production could be disrupted. In addition, Linyi Zhifu Labor Service Company could raise their service fees or terminate their relationship with us in the future, which may result in increased production costs.

The food industry is subject to extensive regulations by Chinese government agencies. Among other things, these regulations govern the manufacturing, importation, processing, packaging, storage, exportation, distribution and labeling of our products. New or amended statutes and regulations, increased production at our existing facilities, and our expansion into new operations and jurisdictions may require us to obtain new licenses and permits and could require us to change our methods of operations at costs that could be substantial.

Our failure to comply with PRC environmental laws may require us to incur significant costs.

We carry on our business in an industry that is subject to PRC environmental protection laws and regulations. These laws and regulations require enterprises engaged in manufacturing and construction that may cause environmental waste to adopt effective measures to control such waste. In addition, such enterprises are required to pay fines, or to cease operations entirely under extreme circumstances, should they discharge waste substances. The Chinese government may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us to incur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products.

Our failure to comply with PRC hygiene laws may require us to incur significant costs.

Manufacturers in the Chinese food industry are subject to compliance with PRC food hygiene laws and regulations. These food hygiene laws require all enterprises engaged in the production of chestnuts and various vegetables and fruits to obtain a hygiene license for each of their production facilities. Such laws also require manufacturers to comply with regulations with respect to food, food additives, packaging, and food production sites, facilities and equipment. Failure to comply with PRC food hygiene laws may result in fines, suspension of operations, loss of hygiene licenses and, in more extreme cases, criminal proceedings against an enterprise and its management. The Chinese government may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us to incur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products.

Our operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of working capital.

We spend a significant amount of cash on our operations, principally to procure raw materials for our products. Many of our suppliers, including chestnut, vegetable and fruit farmers, and suppliers of packaging materials, do not allow us to pay on credit. However, some of the suppliers with whom we have a long-standing business relationship allow us to pay on credit. We fund the majority of our working capital requirements out of cash flow generated from operations. If we fail to generate sufficient sales, or if our suppliers stop offering us credit terms, we may not have sufficient liquidity to fund our operating costs and our business could be adversely affected.

We also fund approximately ~~24.4%~~21.1% of our working capital requirements from the proceeds of short-term loans from Chinese banks. Our average loan balance from short-term bank loans in ~~2012~~2013 was approximately ~~$34.4~~$32.8 million. We expect to continue to do so in the future. Such loans are generally secured by our fixed assets, receivables and/or guarantees by third parties. The term of almost all such loans is one year or less. Historically, we have rolled over such loans on an annual basis. However, we may not be able to roll over such loans in the future or may not have sufficient funds available to pay all of our borrowings upon maturity. Failure to roll over our short-term borrowings at maturity or to service our debt could result in the imposition of penalties, including increases in rates of interest, legal actions against us by our creditors, or even insolvency.

Management anticipates that our existing capital resources and cash flows from operations and current and expected short-term bank loans will be adequate to satisfy our liquidity requirements through ~~2013.~~2014. However, if available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include considering pursuing alternative financing arrangements or further reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity. Currently, the capital markets for small capitalization companies are difficult and banking institutions have become stringent in their lending requirements. Accordingly, we cannot be sure of the availability or terms of any third party financing.

In 2008 and 2009, some of our customers, including some of our large supermarket customers, delayed their payments for up to 60 to 90 days beyond their term. Our cash flow suffered while waiting for such payments. Consequently, at times we had to delay payments to our suppliers and to postpone business expansion as a result of these delayed payments. Starting in 2008 and through ~~2012,~~2013, we gradually shortened credit terms for many of our international and domestic customers from between 30 and 180 days to between 30 and 60 days. Our large customers may fail to meet these shortened credit terms, in which case we may not have sufficient cash flow to fund our operating costs and our business could be adversely affected.

The discontinuation of any preferential tax treatment or other incentives currently available to us in the PRC could materially and adversely affect our business, financial condition and results of operations.

Our subsidiaries are entitled to certain special or preferential tax treatments regarding foreign enterprise income tax in accordance with the “Income Tax Law of the PRC for Enterprises with Foreign Investment and Foreign Enterprises” and related rules.

Accordingly, we have been entitled to tax concessions whereby the profit for the first two financial years beginning with the first profit-making year (after setting off tax losses carried forward from prior years) is exempt from income tax in the PRC and the profit for each of the subsequent three financial years is taxed at 50% of the prevailing tax rates set by the relevant tax authorities. However, on March 16, 2007, the PRC’s National People’s Congress passed a new corporate income tax law, which became effective on January 1, 2008. This new corporate income tax unifies the corporate income tax rate, cost deduction and tax incentive policies for both domestic and foreign-invested enterprises. According to the new corporate income tax law, the applicable corporate income tax rate of our operating subsidiaries has been increased to a rate of 25% over a five-year grandfather period. This tax rate increase applies across the board, for all enterprises whether domestic or foreign. The PRC government has established a set of transition rules to allow enterprises that already started tax holidays before January 1, 2008, to continue utilizing the tax holidays until fully utilized. The discontinuation of any such special or preferential tax treatment or other incentives could have an adverse ~~affect~~effect on our business, financial condition and results of operations.

In addition, under current PRC tax law, regulations and rulings, dividends from our operations in China paid to us are not currently subject to PRC income tax. If these distributions become subject to tax in the future, our net income would be adversely affected.

We may enter into additional financing agreements which may have a dilutive effect to our earnings per share and the rights of certain stockholders.

Additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities. For instance, we may grant registration rights to investors purchasing our equity or debt securities in the future.

If we are unable to raise additional financing when needed, we may be unable to implement our long-term business plan, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, if at all. In addition, a lack of additional financing could force us to substantially curtail or cease operations.

We may be exposed to potential risks relating to our internal control over financial reporting and our ability to have such controls attested to by our independent auditors.

The SEC, under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to provide in their annual reports on Form 10-K a report by management with respect to the company’s disclosure controls and procedures and internal control over financial reporting. We are currently required to comply with this requirement. In addition, such rules require the independent registered public accounting firm auditing a company’s financial statements to attest to the operating effectiveness of such company’s internal controls. However, because we are a smaller reporting company, we are not required to receive an attestation report from a registered public accounting firm. We can provide no assurance that we will comply with all of the requirements imposed thereby. Further, we cannot assure that we will receive a positive attestation from our independent auditors. Investors and others may lose confidence in the reliability of our financial statements in the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or if we are unable to receive a positive attestation from our independent auditors with respect to our internal controls.

Changes in China’s political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country. However, the Chinese government could change these economic reforms at any time. Such changes could negatively impact our operations and profitability.

The structure of the Chinese economy may inhibit our ability to expand our business.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in several ways. For example, state-owned enterprises constitute a large portion of the Chinese economy. In addition, weak corporate governance practices and the lack of flexible currency exchange policies continue to persist. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy were similar to those of the OECD member countries.

Our business is largely subject to the uncertain legal environment in China.

The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. Laws, regulations and legal requirements relating to foreign investments in China are still evolving, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors, such as the right of foreign enterprises to hold required business licenses and permits.

It may be difficult for our stockholders to ~~affect~~effect service of process against our subsidiaries or our officers and directors.

Our operating subsidiaries were organized under the laws of China and substantially all of their assets are located outside the U.S. In addition, our executive officers and directors are residents of China and substantially all of their assets are located outside the U.S. As a result, it could be difficult for our stockholders to ~~affect~~effect service of process in the U.S., or to enforce a judgment obtained in the U.S., against our officers and directors.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

The majority of our revenues are settled in Renminbi and U.S. dollars, and any future restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make dividends or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain. For instance, foreign enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents at banks in China authorized to conduct foreign exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. The Chinese regulatory authorities may impose more stringent restrictions on the convertibility of the Renminbi in the future.

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may have negative effects on our company.

In October 2005, the PRC State Administration of Foreign Exchange, or SAFE, issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75, which required PRC residents to register with the local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in June 2007 (known as Notice 106), further expanded the reach of Circular 75.

ILH acquired certain interests in the Lorain Group Companies controlled by Si Chen, our Chairman and Chief Executive Officer. Pursuant to Notice No. 75 and Notice 106, if a PRC resident has completed a round-trip investment through its established SPV but has not yet completed the required procedures of SAFE registration for offshore investment of the SPV, he must retroactively register the SPV with SAFE.

In order to avoid such SAFE registration requirements, a Japanese individual, Hisashi Akazawa, was designated as a nominee holder of ILH when ILH was established. Mr. Akazawa granted an option to our Chairman and Chief Executive Officer, Mr. Chen, allowing Mr. Chen to buy 90% of Mr. Akazawa’s interest in the Company at a fixed price at a future time in accordance with the terms of an option agreement between the two parties. On December 22, 2008, Mr. Chen exercised this option. In addition, on that date, Mr. Chen acquired all of the remaining shares of our company held by Mr. Akazawa. As a result, Mr. Chen is the beneficiary of ILH and may be required to register with and obtain approvals from SAFE or its agency ~~in connection~~ with respect to the direct offshore investment activities related to the acquisition of the Lorain Group Companies.

If the failure to identify and characterize Mr. Chen as a beneficial owner of ILH is determined by the PRC authorities to be a serious violation of the requirements of the PRC Company Law and the PRC Regulation of Registration of Companies, the Lorain Group Companies may be ordered by the company registration authority in the PRC to make corrections on its filed registration, to be fined an amount no less than RMB 5,000 and no more than RMB 50,000 or, in the worse scenario, to have its company registration certificate revoked or its business licenses canceled.

Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies, such as our present and prospective PRC subsidiaries’ ability to conduct foreign exchange activities including the remittance of dividends and foreign currency-denominated borrowings. In addition, our PRC resident beneficial holders may be subject to compliance with Circular 75. Such holders may not be able to complete the necessary registration procedures required by Circular 75.

Our financial condition is affected by the foreign exchange rate between the U.S. dollar and the Renminbi.

Our financial condition is affected by the foreign exchange rates, primarily the rate between the U.S. dollar and the Renminbi. In the event that the Renminbi appreciates against the U.S. dollar, our costs will increase.

Certain of our stockholders have the ability to delay or prevent adoption of important business decisions based on their ownership of a significant percentage of our outstanding voting securities.

Mr. Chen is the record owner of approximately ~~44.4%~~42.6% of our outstanding voting securities. As a result, he possesses significant influence over our business. For instance, Mr. Chen may elect our board of directors, authorize significant corporate transactions or prevent a future change in control of our company.

Certain provisions of our ~~Certificate~~Articles of Incorporation may make it more difficult for a third party to effect a ~~change- in-control.~~change-in-control.

Our ~~Certificate~~Articles of Incorporation ~~authorizes~~authorize our board of directors to issue up to 5,000,000 shares of preferred stock without stockholder approval. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by the stockholders. These terms may contain voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights and redemption rights provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult to acquire our company and could negatively affect the market price of our common stock.

The exercise of outstanding warrants issuable for shares of our common stock may cause dilution to existing shareholders.

There are currently warrants outstanding to purchase up to an aggregate of ~~1,835,064~~1,753,909 shares of our common ~~stock. The term~~stock at an exercise price of ~~1,753,909 of these~~$3.70, subject to adjustments. These warrants expire in April 2015, the term of 501,115 of these warrants expire in October 2012, and the term of 81,155 of these warrants expire in January 2014. The exercise prices of these warrants range from $2.81 to $4.25 per share, subject to adjustment.2015. If holders of these warrants exercise the warrants in exchange for shares of our common stock, such issuances may have a dilutive effect on the stock ownership of existing shareholders and may harm the market price of our stock. Furthermore, if we were to attempt to obtain additional financing during the term of these warrants, the terms on which we obtain such financing may be adversely affected by the existence of these warrants.

We do not expect to pay dividends in the future, and any return on your investment may be limited to the value of the shares you acquire.

Other than a special cash dividend which we paid to holders of our common stock as of April 16, 2007, we have never declared or paid cash dividends. We do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on your investment may be limited to the value of the shares of our common stock that you acquire. We currently intend to retain and use any future earnings for the development and expansion of our business.

Our primary facilities, which are owned except where otherwise indicated, are as follows:

We may also own or lease space for additional facilities, including refrigerated storage facilities, and smaller offices, including sales offices, located in China.

In the aggregate, we currently have land use rights to, or lease, 7679 properties with approximately ~~344,828~~380,473 square meters, ~~in the aggregate,~~ consisting of manufacturing facilities, office buildings and land reserved for future expansion. We believe our current facilities provide adequate capacity for our current and projected needs.

All land in China is owned by the State. Individuals and companies are permitted to acquire ~~rights to use land or~~ land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of up to 50 years. This period may be renewed at the expiration of the initial and any subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

From time to time, we may have disputes that arise in the ordinary course of our business. Currently, there are no material legal proceedings to which we are a party, or to which any of our property is subject, that we expect to have a material adverse effect on our financial ~~condition, except as follows:~~condition.

As disclosed previously on the Company’s Current Report on Form 8-K on October 15, 2012, the Company announced that its Board of Directors (the “Board”) has received a proposal letter from Mr. Si Chen, Chairman, CEO and President of the Company, to acquire all of the outstanding ordinary shares of the Company not currently owned by Mr. Chen at a proposed price of $1.6 per ordinary share, in cash, subject to certain conditions. Subsequently on November 9 and November 15, 2012, respectively, the Company was served, through its corporate agent, two law suits alleging, among other things, that the Board has violated its fiduciary duties in association with the proposed going private transaction by Mr. Si Chen. The two cases which were filed in the States of Wisconsin and Nevada, respectively, are described further below.

On October 24, 2012, a putative class action was filed in Nevada state court challenging the proposed acquisition. Calkins v. Chen, A-12-670690-C. The complaint asserted a claim against Mr. Chen for alleged breaches of fiduciary duty in connection with the proposed transaction. Although the complaint also listed the Company as a defendant and sought relief from the Company, it did not assert any claims against the Company. Among other relief, the plaintiff sought to enjoin the proposed acquisition. On February 25, 2013, the Nevada suit was voluntarily dismissed by the plaintiff.

On October 25, 2012, another putative class action, Paul v. American Lorain Corporation, 12-cv-2503, was filed in Wisconsin state court challenging the proposed transaction. The complaint asserted claims against the Board for alleged breaches of fiduciary duty, and claims against the Company for allegedly aiding and abetting those alleged breaches of fiduciary duty. This complaint also sought to enjoin the proposed acquisition, among other relief. The plaintiff has served only the Company and our former independent director Tad Ballantyne. On March 5, 2013, plaintiff moved for a default judgment against Mr. Ballantyne and counsel for Mr. Ballantyne has filed an opposition and a request for additional time to respond to the complaint. Mr. Ballantyne decided to resign from the Board to protect his personal interests as disclosed in the Company’s Current Report on Form 8K/A filed with the filed with the Securities and Exchange Commission on March 15, 2013.

The Wisconsin suit was disclosed in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2012 under Part II, Item 1, Legal Proceedings, as well as in the Company’s Form 8-K/A filed with the Securities and Exchange Commission on March 15, 2013 in association with the resignation of Mr. Ballantyne.

The Company believes that the two cases were without merit, and since a special committee of the Board is still evaluating Mr. Si Chen’s going private proposal, there is no ground for the plaintiffs’ allegations. Hence, the Company did not take action to defend the cases.

The Company intends to await the outcome of the Board’s evaluation of Mr. Chen’s going private proposal and defend vigorously any litigation that might continue to exist or arise at that time. At this stage of the proceedings, we cannot predict the outcome of this litigation or whether it will have a material effect on our results of operations, liquidity or capital resources.

~~Item~~ITEM 5. MARKET FOR ~~REGISTRANT'S~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the NYSE AMEX under the symbol “ALN”. As of March ~~29, 2013~~28, 2014 the closing price for our common stock was ~~$1.26~~$1.15 per share.

The following table sets forth, for the periods indicated, the high and low sales prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~On December 31, 2012,~~As of March 4, 2014, there were ~~294~~291 stockholders of record of our common stock. This does not include the holders whose shares are held in a depository trust in “street” name.

We have not declared or paid cash dividends other than the payment of a dividend in April 2007 in connection with our reverse merger. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

~~On January 5, 2010, we issued warrants to three service providers. These warrants are exercisable into an aggregate~~The information in Item 12 of ~~81,155 shares of our common stock and the warrants expire in January 2014. Based upon certain representations made~~this report is incorporated herein by ~~the grantees of these warrants, as set forth in the warrants, the warrants were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act.~~reference.

~~Information for our equity compensation plans in effect as of the end of fiscal year 2012 is as follows:~~

~~Item~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are an integrated food manufacturing company headquartered in Shandong Province, China. We develop, manufacture and sell the following types of food products:

We conduct our production activities in China. Our products are sold in the Chinese domestic markets as well as exported to foreign countries and regions such as Japan, South Korea and Europe. We believe that we are the largest chestnut processor and manufacturer in China. We have developed brand equity for our chestnut products in China, Japan and South Korea over the past 10 to 15 years. We produced 58 high value-added ~~processed~~ chestnut products in ~~2012.~~2013. We derive most of our revenues from sales in China, Japan and South Korea. In ~~2013,~~2014, our primary strategy ~~was~~is to continue building our brand recognition in China through consistent marketing efforts towards supermarkets, wholesalers, and significant customers, enhancing the cooperation with other manufacturers and factories, and enhancing the turnover for our existing chestnut, convenience and frozen food products. In addition, we are working to expand our marketing efforts in Asia, Europe and the Middle East. We currently have limited sales and marketing activity in the United States, although our long-term plan is to significantly expand our activities there.

Our business depends on obtaining a reliable supply of various agricultural products, including chestnuts, vegetables, fruits, red meat, fish, eggs, rice, flour and packaging products. During ~~2012,~~2013, the cost of our raw materials ~~increased~~decreased from ~~$127,798,200~~$145,460,250 to ~~$145,460,250,~~$141,159,775, for ~~an increase~~a decrease of approximately ~~13.8%~~3.0% . We may have to increase the number of our suppliers of raw materials and expand our own agricultural operations in the future to meet growing production demands. Despite our efforts to control our supply of raw materials and maintain good relationships with our suppliers, we could lose one or more of our suppliers at any time. The loss of several suppliers may be difficult to replace and could increase our reliance on higher cost or lower quality suppliers, which could negatively affect our profitability. In addition, if we have to increase the number of our suppliers of raw materials in the future to meet growing production demands, we may not be able to locate new suppliers who could provide us with sufficient materials to meet our needs. Any interruptions to, or decline in, the amount or quality of our raw materials supply could materially disrupt our production and adversely affect our business and financial condition and financial prospects.

The average price that we paid for chestnuts in ~~2012~~2013 and ~~2011~~2012 was approximately ~~$1,433 per~~$1,507 metric ton and ~~$1,071~~$1,433 per metric ton, respectively, excluding value added taxes. In the past few years, increasing inflation pressures weighed on the Chinese economy ~~as well as~~which reflected on agricultural ~~products.~~product prices. We do not have effective means and do not currently hedge against changes in our raw material prices. Consequently, if the costs of our raw materials increase further and we are unable to offset these increases by raising the prices of our products, our profit margins and financial condition could be adversely affected.

We spend a significant amount of cash on our operations, principally to procure raw materials for our products. Many of our suppliers, including chestnut, vegetable and fruit farmers, and suppliers of packaging materials, require us to pay for their supplies in cash on the same day that such supplies are delivered to us. However, some of the suppliers with whom we have a long-standing business relationship allow us to pay on credit. We fund the majority of our working capital requirements out of cash flow generated from operations. If we fail to generate sufficient sales, or if our suppliers stop offering us credit terms, we may not have sufficient liquidity to fund our operating costs and our business could be adversely affected.

We also funded approximately ~~24.4%~~21.1% and ~~43.8%~~24.4% of our working capital requirements in ~~2012~~2013 and ~~2011,~~2012, respectively, from the proceeds of short-term loans from Chinese banks. We expect to continue to do so in the future. Such loans are generally secured by our fixed assets, receivables and/or guarantees by third parties. Our average loan balance from short-term bank loans in ~~2012~~2013 and ~~2011~~2012 were approximately ~~$34.4~~$32.8 million and ~~$20.9~~$34.4 million, respectively. The term of almost all such loans is one year or less. Historically, we have rolled over such loans on an annual basis. However, ~~commencing 2010,~~in recent years, the Chinese government has implemented more stringent credit policies to curb inflation and soaring property prices, which could negatively impact our ability to obtain or roll over these short term loans, and hence not having sufficient funds available to pay all of our borrowings upon maturity. Failure to roll over our short-term borrowings at maturity or to service our debt could result in the imposition of penalties, including increases in rates of interest, legal actions against us by our creditors, or even insolvency. In addition, we completed two private placement financings in September 2010 and October 2009 with net proceeds of $9.0 million and $10.9 million, respectively, the proceeds of which were primarily used as working capital. We also secured a $15 million loan from Deutsche Investitions- und Entwicklungsgesellshaft (“DEG”) in May 2010, which we have fully drawn down in 2011. We can provide no assurances that we will be able to enter into any future financing or refinancing agreements on terms favorable to us, especially considering the current instability of the capital markets.

We anticipate that our existing capital resources, cash flows from operations and current and expected short-term bank loans ~~as well as remaining proceeds from the September 2010 private placement and the loan from DEG~~ will be adequate to satisfy our liquidity requirements through ~~2013.~~2014. However, if available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include considering pursuing alternative financing arrangements or further reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity. Currently, the capital markets for small capitalization companies are difficult and banking institutions have become stringent in their lending requirements. Accordingly, we cannot be sure of the availability or terms of any third party financing.

The crisis of the financial and credit markets worldwide in the second half of 2008 has led to a severe economic recession worldwide. Furthermore, the European countries experienced severe debt crisis during 2011 and 2012 which further weighed on the global economy as well as financial market. The outlook for 2013 is still uncertain, but continuation or worsening of unfavorable economic conditions, including the ongoing global economy and capital markets disruptions, could have an adverse impact on our business, operating results or financial condition in a number of ways. For example, we may experience declines in revenues, profitability and cash flows as a result of reduced orders, delays in receiving orders, delays or defaults in payment or other factors caused by the economic problems of our customers and prospective customers. We may experience supply chain delays, disruptions or other problems associated with financial constraints faced by our suppliers and subcontractors. In addition, changes and volatility in the equity, credit and foreign exchange markets and in the competitive landscape make it increasingly difficult for us to predict our revenues and earnings into the future.

In 2008 and 2009, some of our customers, including some of our large supermarket customers, delayed their payments for up to 60 to 90 days beyond their term. Our cash flow suffered while waiting for such payments. Consequently, at times we had to delay payments to our suppliers and to postpone business expansion as a result of these delayed payments. Starting in 2008 and through ~~2012,~~2013 we gradually shortened credit terms for many of our international and domestic customers from between 30 and 180 days to between 30 and 60 days. Our large customers may fail to meet these shortened credit terms, in which case we may not have sufficient cash flow to fund our operating costs and our business could be adversely affected.

On March 13, 2014, we acquired 12,750 shares, or 51% share capital, of Athena from two existing shareholders of Athena for an aggregate purchase price of €1,995,000 (or approximately US$2,702,650) of which €500,000 (or approximately US$677,350) (“Deferred Payment”) remains due and payable to Intiraimi on February 7, 2015 under the Intiraimi Purchase Agreement if certain conditions are met. Under the terms of the Intiraimi Purchase Agreement, we agreed to pledge 12,750 shares, or 51% share capital, of Athena to Intiraimi to guarantee the Deferred Payment.

Athena is a holding company which holds all of the capital and the voting shares of Conserverie Minerve, a company organized under French law. Conserverie Minerve specializes in the processing and sale of chestnut and prepared foods products in the Europe. Conserverie Minerve operates its businesses through the following, direct and indirect, wholly owned subsidiaries:

In connection with the Athena acquisition, on March 13, 2014, we issued a Convertible Promissory Note (“Note”) in the principal amount of US$3.5 million (the “Principal Amount”) to an investor. Under the terms of the Note, interest on the outstanding Principal Amount accrues at a rate of 4.5% per annum, and all accrued but unpaid interest is due and payable on June 30, 2014 and on the last day of each quarter thereafter. If the Note is not converted pursuant to the terms of the Note, additional interest on the outstanding Principal Amount shall accrue at a rate of 4.5% per annum and payable at the maturity of the Note. Unless the Note is otherwise accelerated or converted, the unpaid Principal Amount of the Note, together with all accrued but unpaid interest, is due and payable, at the election of the investor, on September 13, 2014 or March 13, 2015 (“Maturity Date”), provided, however, if the investor fails to notify the Company in writing by August 13, 2014 that it elects the maturity date of September 13, 2014, then the Maturity Date will be extended to March 13, 2015. In addition, under the terms of the Note, at any time commencing on or after September 13, 2014 and before March 13, 2015, the investor may convert in whole or in part the outstanding Principal Amount into a number of shares of our Common Stock of the Company on a per share conversion price of $1.15, as may be adjusted from time to time pursuant to the terms and conditions of the Note (“Conversion Price”); provided, however, the Company will not effect any conversion of the Note, and the investor will not have the right to convert any portion of the Note, to the extent (but only to the extent) that the Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), which beneficial ownership will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The “Beneficial Ownership Limitation” is 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note. The Note is secured by the personal guarantee of Si Chen, our chief executive officer and chairman.

The following tables set forth key components of our results of operations for the periods indicated, and the differences between the two periods expressed in dollars and ~~percentages:~~percentages.

Net Revenues. Net revenues ~~increased~~decreased by ~~$26.5~~$24.4 million, or approximately ~~12.4%~~10.2%, to $215.3 million in 2013 from $239.7 million in ~~2012 from $213.2 million in 2011.~~2012. This ~~increase~~decrease was attributable to the ~~increased~~decreased revenues ~~generated~~ from sales of ~~each of~~ our ~~product segments,~~chestnut and convenience food products, as reflected in the following table:

The ~~increase~~decrease in revenue was ~~driven by growth~~due to decrease in both our Chinese domestic sales and exports. Revenues from sales in the Chinese domestic market ~~increased~~decreased by approximately ~~$13.8~~$12.0 million, or approximately ~~8.8%~~7.0%, in ~~2012.~~2013. As a percentage of total revenues, revenues from sales in the domestic PRC market ~~decreased~~increased slightly to approximately ~~71.3%~~73.8% from approximately ~~73.7%~~71.3% in ~~2011.~~2012.

In addition, in ~~2012,~~2013, revenues from international sales to Japan, ~~France,~~South Korea, United Kingdom, and ~~Spain~~Belgium as well as other countries ~~increased,~~decreased, in the aggregate, approximately ~~$12.7~~$12.4 million, or ~~22.6%~~18.0%, compared to ~~2011.~~2012. See Note 1615 to the financial statements contained ~~elsewhere~~ in this report for more information on the breakdown of our sales ~~per~~pursuant to geographic region.

Cost of Revenues. Our cost of revenues ~~increased $20.4~~decreased $16.5 million, or approximately ~~12.1%~~8.7%, to $172.1 million in 2013 from $188.6 million in ~~2012 from $168.2 million in 2011.~~2012. This ~~increase~~decrease was attributable to the following factors, by percentage:

Raw material costs ~~increased~~decreased to ~~$145,460,250,~~$141,159,775, or approximately ~~13.8%~~3.0%, in ~~2012~~2013 from ~~$127,798,200~~$145,460,250 in ~~2011,~~2012; external purchases of finished products decreased by 42.9%, primarily reflecting our ~~increase~~decreased operation and sales. Overhead expenses increased primarily due to increased depreciation expenses and utility expenses. ~~Wage expense decreased slightly as the company controls cost carefully and gradually upgrades its production towards automation.~~

Wages increased primarily due to increase in salary level. The following table reflects the changes in our cost of revenues in ~~2012~~2013 as compared to ~~2011~~2012 among our different segments:

Gross Profit. Our gross profit ~~increased $6.1~~decreased $7.9 million, or ~~13.5%~~15.5%, to $43.2 million in 2013 from $51.1 million in 2012 ~~from $45.0 million in 2011~~ as a result of ~~higher~~lower net revenues, partially offset by ~~higher~~lower cost of revenues, for the reasons indicated above.

Selling and Marketing Expenses. Our selling and marketing expenses ~~increased~~decreased approximately $1.2 million, or ~~11.7%~~10.5%, to $10.5 in 2013 from $11.7 million in ~~2012 from $10.5 million in fiscal year 2011. The following table reflects the main factors that contributed to this increase as well as the dollar amount that each factor contributed to this increase:~~

~~The increases listed in the table above were partially offset by an aggregate of $1.1 million decreases of other factors, including sea transportation, client entertainment, and leasing expenses.~~

~~General and Administrative Expenses.~~ ~~Our general and administrative expenses increased approximately $923,030, or 14.0%, to $7.5 million in 2012 from $6.6 million in 2011.~~2012. The following table reflects the main factors that contributed to this increase as well as the dollar amount that each factor contributed to this increase:

The decrease listed in the table above were partially offset by an aggregate of $0.8 million increase of other factors, including wages of sales personnel, storage rental, and supermarket fee.

General and Administrative Expenses. Our general and administrative expenses decreased approximately $0.3 million, or 3.7%, to $7.2 million in 2013 from $7.5 million in 2012. The following table reflects the main factors that contributed to this decrease as well as the dollar amount that each factor contributed to this decrease:

Government subsidy income increased from ~~$745,708 in 2011 to~~ approximately $1.2 million in 2012 to $1.6 million in 2013, representing grants received mostly from the Junan County government and ~~Hubei~~Beijing government to assist us in our research and business development.

Income before taxation and minority interest ~~increased $1.6~~decreased $6.2 million, or ~~5.7%~~21.1%, to $23.3 million in 2013 from $29.5 million in 2012 ~~from $27.9 million in 2011~~ as a result of ~~higher~~lower revenues, partially offset by ~~higher~~lower costs of revenues and operating expenses, for the reasons indicated above.

Income taxes ~~increased~~decreased approximately ~~$1.0~~$2.2 million, or ~~13.5%~~28.0%, to $5.6 million in 2013, as compared to $7.7 million in ~~2012, as compared to $6.8 million in 2011.~~2012. This ~~increase~~decrease was attributable to the ~~higher~~lower income earned in ~~2012~~2013 as compared to 2011, as well as higher income tax rates. Effective January 1, 2008, the PRC government implemented a new 25% tax rate across the board for all enterprises, without any tax holiday. However, the PRC government has established a set of transition rules to allow enterprises that already started tax holidays before January 1, 2008 to continue utilizing such tax holidays until they are fully utilized. The income tax rates applicable to our Chinese operating subsidiaries in 2010, 2011, and 2012 are depicted in the following table:2012.

Shandong Economic Development Investment holds 19.8% of the equity of our subsidiary Shandong Lorain, which is reflected in the minority interest of $1.1 million in 2013 and $1.3 million in ~~2012 and $1.2 million in 2011.~~2012.

Net income ~~increased $535,170,~~decreased $3.8 million, or ~~2.7%~~18.6%, to $16.6 million in 2013 from $20.4 million in 2012, ~~from $19.9 million in fiscal year 2011,~~ as a result of the factors described above.

Our primary capital needs have been to fund the working capital requirements necessitated by our sales growth, adding new products and expanding our facilities. In the past, our primary sources of financing have been cash generated from operations and short-term loans from banks in China. In October 2009 and September 2010, we obtained approximately $11 million and 9 million, respectively, from two private placement transactions. We also secured a $15 million loan from Deutsche Investitions- und Entwicklungsgesellshaft (“DEG”) in May 2010 which we have fully drawn down in 2011. Proceeds from the private placement transactions and cash drawn down from the DEG loan, together with cash generated from operations and short-term bank loans, have been primarily used to fund our working capital needs, as well as addition to our construction in progress and purchase of fixed assets. At December 31, ~~2012~~2013 and ~~2011,~~2012, cash and cash equivalents (including restricted cash) were ~~$36.3~~$35.7 million ~~$30.4~~and $36.3 million, respectively.

We expect to continue to finance our operations and working capital needs in ~~2013~~2014 from cash generated from operations and short-term bank loans. We expect that anticipated cash flows from operations and short-term bank loans will be sufficient to fund our operations through at least the next twelve months.

IfBased upon our present plans, we believe that cash on hand, cash flows from operations and funds available under our bank facilities will be sufficient to fund our capital needs for the next twelve (12) months. However, if available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will be able to raise additional capital or reduce discretionary spending to provide liquidity, if needed. Currently, the capital markets for small capitalization companies are difficult. Accordingly, we cannot be sure of the availability or terms of any alternative financing arrangements.

The following table provides detailed information about our net cash flow for all financial statements periods presented in this report.

Net cash used in operating activities for 2013 was $8.4 million and net cash provided by operating activities for 2012 was $9.0 ~~million and net cash used in operating activities for 2011 was $2.1~~ million. The ~~increase~~decrease of approximately ~~$11.1~~$17.4 million in net cash flows provided by operating activities resulted primarily from a ~~higher~~lower net income of ~~$659,814,~~$4.1 million, a higher ~~depreciation~~prepayment of ~~571,459,~~$1.5 million, and a ~~lower~~higher increase in accounts and other receivables of ~~$8.5~~$13.6 million.

During ~~2012,~~2013, our uses of cash for investment activities are primarily to purchase ~~equipments~~equipment and ~~security deposits.~~land use rights. Net cash used in investing activities for 2013 and 2012 ~~and 2011~~ were ~~$3.3~~$21.0 million and ~~$16.2~~$3.3 million, respectively, with the increase of approximately ~~$12.9~~$17.6 million cash used in investing activities resulted primarily from ~~a $19.7 million decrease in restricted cash,~~ $11.4 million ~~less~~higher payment for the purchase of land use rights, $15.0 million higher payment for the purchase of plant and equipment, partially offset by ~~$10.0~~$15.3 million ~~higher payment for~~decrease of security deposit.

Net cash provided by financing activities for 2013 and 2012 ~~and 2011~~ were ~~$8.3~~$29.0 million and ~~$17.0~~$8.3 million, respectively. The ~~decrease~~increase of approximately ~~$8.7~~$20.7 million in net cash provided by financing activities resulted primarily from ~~a decrease~~an increase of ~~$13.7~~$30.2 million in ~~net short-term bank~~long-term borrowings and notes payable, partially offset by ~~$5.0~~$8.7 million ~~increase~~decrease in long term bank borrowings.

As of December 31, ~~2012~~2013 and ~~2011,~~2012, we carried ~~$28.7~~$29.4 million and ~~$36.0~~$28.7 million short term bank loans from Chinese domestic banks. Please refer to Note 9 of the consolidated financial statements for details.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Method of Accounting -- We maintain our 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 us 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.

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.

The use of estimates is critical to carrying value of asset accounts such as accounts receivable, inventory, fixed assets, and intangible assets. We use estimates to account for the related bad debt allowance, inventory impairment charges, depreciation and amortization of our assets. In the food processing industry these accounts have a significant impact on the valuation of our balance sheet and the results of our operations.

Principles of consolidation -- The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its commonly controlled entity. All significant inter-company balances and transactions are eliminated in combination.

As of December 31, ~~2012,~~2013, the particulars of the commonly controlled entities are as follows:

Accounting for the Impairment of Long-Lived Assets -- The long-lived assets held and used by us 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.

Revenue recognition -- Our 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, we have no other significant obligations and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our 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.

We believe that when custody and title of goods has been passed to our customers, or third party transporters, revenue is recognized. Our industry does not call for revenue recognition under multiple deliverable arrangements.

Our financial instruments are cash and cash equivalents, accounts receivable, other receivable, advances to suppliers, advances to employees, bank loans and notes, accounts payable, other payable, accrued liabilities, and long-term liabilities.

The recorded values of cash and cash equivalents, accounts receivable, other receivable, advances to suppliers, advances to employees, bank loans and notes, accounts payable, other payable, and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of long-term liabilities approximate their fair values, as interest approximates market rates.

We have the accounting policy regarding financial instruments for our financial statements in ~~2012~~2013 and ~~2011.~~2012. We consider it critical because our business is becoming more global in nature and the use of fair value for financial instruments has been widely adopted by accounting bodies around the globe. With financial statements that are widely accepted and comparable in many jurisdictions we will have greater access to capital locally.

On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) – Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on its financial statements.

~~In October, 2012, the FASB issued ASU No. 2012-04,~~~~“Technical Corrections and Improvements” (“ASU 2012-04”).~~ The amendments cover a wide range of topics in the FASB ASC. The amendments are incorporated into two sections: a. Technical corrections and improvements, and b. Conforming amendments related to fair value measurements.

~~In October 2012, the FASB issued ASU No. 2012-06,~~~~“Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution” (“ASU 2012-06”).~~This amendment requires that indemnification assets recognized in accordance with Subtopic 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest, as a result of a government-assisted acquisition of a financial institution involving an indemnification agreement should be subsequently measured on the same basis as the asset subject to indemnification. For public and nonpublic entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

~~As of December 31, 2012, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements.~~

In January 2013, the FASB issued ASU No. 2013-01,“Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”).The Update clarifies that ordinary trade receivables and receivables are not in the scope of Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained inFASB Accounting Standards Codification® or subject to a master netting arrangement or similar agreement. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

For public entities, the amendments that are subject to the transition guidance is effective for fiscal periods beginning after December 15, 2012. Management does not expect the adoption of this standard ~~has~~will have a significant effect on the Company’s consolidated financial position or results of operations.

~~- 30 -~~In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). The amendments require an organization to:

The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-03, “Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities” (“ASU 2013-03”). The amendment clarifies that the requirement to disclose the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (as Level 1, Level 2, or Level 3) does not apply to private companies and nonpublic not-for-profits for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. The amendments are effective upon issuance. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”). The update provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in US GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). The ASU clarifies that when a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Accounting Standards Codification 830-30 to release any related cumulative translation adjustment into net income. The ASU provides that the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments take effect prospectively for public companies for fiscal years beginning after December 15, 2013, and interim reporting periods within those years. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-07, “Liquidation Basis of Accounting” (“ASU 2013-07”). The ASU requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation would be considered imminent when the likelihood is remote that the reporting entity would return from liquidation and either: (a) a plan for liquidation has been approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or the entity will return from liquidation, or (b) a plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation. If a plan for liquidation was specified in an entity’s governing documents at its inception (for example, limited-life entities), then liquidation would be imminent only if the approved plan for liquidation differs from the plan specified at the entity’s inception. The amendments take effect for all entities reporting under U.S. GAAP, except investment companies that are regulated under the Investment Company Act of 1940. The standard is effective for annual reporting periods beginning after December 31, 2013, and interim reporting periods therein. Early adoption is permitted. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances. Some entities present unrecognized tax benefits as a liability unless the unrecognized tax benefit is directly associated with a tax position taken in a tax year that results in, or that resulted in, the recognition of a net operating loss or tax credit carryforward for that year and the net operating loss or tax credit carryforward has not been utilized. Other entities present unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances. The objective of the amendments in this Update is to eliminate that diversity in practice.

As of December 31, 2013, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements

The full text of our audited consolidated financial statements as of December 31, ~~2012~~2013 begins on page ~~F-2~~F-1 of this Annual Report on Form 10-K.

~~Item~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (“Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2012.~~2013. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, ~~2012, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed,~~2013, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting described below.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that, as of December 31, ~~2012,~~2013, our internal controls over financial reporting are not effective.

The material weakness and significant deficiency identified by our management as of December 31, ~~2012~~2013 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting are inadequate.

We plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. ~~We have also~~In November 2013, we organized a corporate wide, three day training session for all finance and accounting staff. In October 2013, we participated in ~~the SEC Year End Conference: An Accounting & Reporting Update for US listed Companies~~a speech in given by Mr. Robert Khuzami, former Director of Enforcement at the U.S. Securities & Exchange Commission from 2009- 2013 who led a key reorganization of the Division of Enforcement. The speech covered the current SEC and ~~PCAOB staff on December 2012 in Beijing, and~~DOJ enforcement environments, the implications of increased local government enforcement activities, SEC compliance obligations for foreign issuers, among other things. In January 2014, we attended the training session featuring a COSO update from Mr. Robert B. Hirth, Chairman of the COSO. We plan to continue to participate in such educational seminars, tutorials, and conferences in ~~future..~~future.

During the fiscal year ended December 31, ~~2012,~~2013, there were no material changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of misstatements, if any, have been detected or prevented. Also, projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The ~~following table sets forth the name, age and position of each of~~information required by this item will be contained in our ~~current directors as well as the date that each officer began their service as a 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 invaluableProxy Statement related 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 management2014 Annual Stockholders' Meeting 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. WILLIAM JIANXIAO WU.~~ Mr. Wu was appointed as one of our directors in March 2013. Mr. Wu is the founding partner of Yi Jiu Tian Xing (Beijing) Capital Investment Advisory Co. Ltd. (“EC Capital”), which provides financial services to private companies in China, a position which he continues to hold as of the date of this Report. Before founding EC Capital, from 2006 to 2011, Mr. Wu served as an executive director of The Hina Group, a boutique investment banking firm registered with FINRA USA. During his employment with The Hina Group, Mr. Wu was involved in numerous private placements and M&A deals, such as representing Asiainfo Holdings, Inc. (Nasdaq: Asia) in its merger with Linkage Technologies International Holdings Limited. From 2006 to 2011, Mr. Wu was involved in the closings of transactions which in the aggregate are valued at approximately $1 billion, in the telecom and the high-tech sectors. Before joining The Hina Group, Mr. Wu worked for Datang Telecom Technology Co., Ltd. (SSE: 600198) as a sales manager. Mr. Wu holds a Bachelors Degree in Electronic Engineering from Wuhan University and an IMBA from the Tsinghua University School of Economics and Management. He was also awarded the title of “Honorable MBA Alumni”incorporated herein by ~~The Hong Kong University of Science and Technology.~~reference.

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.

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.

~~See the section entitled “Directors” 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.

Dekai Yin, William Jianxiao Wu, 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

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) 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, 2012.

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.

The ~~following table sets forth~~ information ~~concerning all compensation earned~~required by this item will be contained in our named executive officers in 2010, 2011 and 2012 for services provided to us and our subsidiaries. None of our current executive officers earned compensation that exceeded $100,000 in 2010, 2011 or 2012.

Pursuant to Mr. Chen’s employment agreement, we paid Mr. Chen a base salary of $66,000 in cash in 2009, 2010 and 2011. 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. 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 of employment and $90,909 for the second year of employment. Mr. She’s employment agreement does not provide any change -in -control or severance benefits.

~~Pursuant~~Proxy Statement related to our ~~2009 Incentive Stock Plan, if an employee~~2014 Annual Stockholders' Meeting and 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," the options shall automatically terminate as of the termination of employment.

With respect to non-statutory options granted to employees, directors or consultants, the Board may specify such period for exercise as the Board deems reasonable and appropriate, not less than 30 days following termination of employment or services (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). 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~~incorporated herein 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.reference.

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 US $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 $15,493) per year. Mr. Yongjun Li resigned as a Director effective May 18, 2012. Mr. Ballantyne resigned as a Director effective March 7, 2013. Mr. William Jianxiao Wu was appointed as a Director of the Board on March 11, 2013.

~~We may reimburse our non-employee directors for reasonable travel expenses related to attendance at board or board committee meetings. In 2012, 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 2012 for their service as directors.

~~The following table reflects the compensation earned by our directors in 2012:~~

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

The information required by this item will be contained in our Proxy Statement related to our 2014 Annual Stockholders' Meeting and is incorporated herein by reference.

~~Securities Authorized for Issuance Under~~ Equity Compensation ~~Plans~~Plan Information

~~Please see Part II, Item 5 above~~Information for ~~a tabular representation of~~ our equity compensation ~~plan.~~

~~The following table sets forth information regarding beneficial ownership of our common stock~~plans in effect as of ~~March 29,~~the end of fiscal year 2013 ~~(i)~~is as follows:

* Consists of options granted under the 2009 Incentive Stock Plan (“2009 Plan”) and assumed 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 34,616,714 shares of our common stock outstanding as of March 29, 2013.~~

(1) Based on information supplied by Jayhawk Capital Management, LLC, Jayhawk Private Equity Fund, L.P., Jayhawk Private Equity Co-Invest Fund, L.P., Jayhawk Private Equity GP, L.P., and Kent C. McCarthyCompany in a ~~Schedule 13G/A filed with~~merger. No additional options may be granted under the ~~SEC on February 6, 2013.~~

(2) Based on information supplied by Tongley Investment Ltd. in a Schedule 13G filed with the SEC on February 5, 2013. The address of Tongley Investment Ltd. is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.assumed 2009 Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

~~Our board has determined that Messrs. Yin, Wu~~The information required by this item will be contained in our Proxy Statement related to our 2014 Annual Stockholders' Meeting and ~~Wei satisfy the criteria for independence under NYSE Amex and SEC rules for independence of directors and of committee members.~~is incorporated herein by reference.

~~Audit Fees.~~ We paid aggregate fees of approximately $141,000 and $138,500 for each of the fiscal years ended December 31, 2012 and December 31, 2011, respectively, to Samuel H. Wong & Co., LLP for professional services renderedThe information required by ~~such firm for the audit and review of the financial statements included~~this item will be contained in our ~~annual report on Form 10-K~~Proxy Statement related to our 2014 Annual Stockholders' Meeting and ~~for the review of the financial statements included in our quarterly reports on Form 10-Q.~~is incorporated herein by reference.

~~Audit-Related Fees.~~ ~~We paid aggregate fees to Samuel H. Wong & Co., LLP of approximately $7,653 and $2,831 for the fiscal year ended December 31, 2012 and 2011 for travel expenses, respectively.~~

~~Tax Fees.~~ We paid aggregate fees of approximately $5,000 for each of the fiscal years ended December 31, 2012 and December 31, 2011 to Samuel H. Wong & Co., LLP for professional services rendered for tax compliance, tax advice and tax planning.

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 2011 and 2012 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.

The financial statements contained in the “Audited Financial Statements” beginning on page ~~F-2~~F-1 of this Annual Report on Form 10-K.

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.

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.

We have audited the accompanying consolidated balance sheets of American Lorain Corporation as of December 31, ~~2012~~2013 and ~~2011~~2012 and the related consolidated statements of income and comprehensive income, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Lorain Corporation as of December 31, ~~2012~~2013 and ~~2011~~2012 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

AMERICAN LORAIN CORPORATION
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, ~~2012~~2013 AND ~~2011~~2012
(Stated in US Dollars)

AMERICAN LORAIN CORPORATION

~~AMERICAN LORAIN CORPORATION~~

~~CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME~~

~~FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011~~

~~(Stated in US Dollars)~~

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the years ended December 31,

Note 2012 2011

Net revenues
2(t),15 $ 239,673,463 $ 213,222,106
Cost of revenues
(188,565,488 ) (168,208,856 )
   Gross profit
$ 51,107,975 $ 45,013,250

Operating expenses

Selling and marketing expenses
(11,741,692 ) (10,513,567 )
General and administrative expenses
(7,506,881 ) (6,583,851 )

(19,248,573 ) (17,097,418 )

Operating income
$ 31,859,402 $ 27,915,832

Government subsidy income
1,225,227 745,708
Interest income
338,027 86,562
Other income
177,728 2,449,950
Other expenses
(86,824 ) (733,179 )
Interest expense
(4,032,148 ) (2,561,700 )

Earnings before tax
$ 29,481,412 $ 27,903,173

Income tax
2(q),16 (7,737,643 ) (6,819,245 )

Net income
$ 21,743,769 $ 21,083,928

Other comprehensive income:

   Foreign currency translation gain
856,776 5,972,198
Comprehensive Income
22,600,545 27,056,126
Net income attributable to:

-Common stockholders
$ 20,422,668 $ 19,887,498
-Non-controlling interest
1,321,101 1,196,430

$ 21,743,769 $ 21,083,928

Earnings per share
2(u), 17
   - Basic
$ 0.59 $ 0.58
   - Diluted
$ 0.59 $ 0.57

Weighted average shares outstanding

   - Basic
34,533,817 34,445,972
   - Diluted
34,533,817 34,726,494
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

AMERICAN LORAIN CORPORATION

~~AMERICAN LORAIN CORPORATION~~

~~CONSOLIDATED STATEMENTS OF CASH FLOW~~

~~FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011~~

~~(Stated in US Dollars)~~

CONSOLIDATED STATEMENTS OF CASH FLOW

For the years ended

December 31

2012 2011
Cash flows from operating activities

Net income
$ 21,743,769 $ 21,083,928
Stock and share based compensation
503,493 644,243
Depreciation of fixed assets
2,767,511 2,196,052
Amortization of intangible assets
186,994 155,754
Write down/(gain) of short-term investments
- (94,058 )
Adjustment to statutory reserve
681,175 -
(Increase)/decrease in accounts & other receivables
(12,499,231 ) (21,015,097 )
(Increase)/decrease in inventories
(3,723,707 ) (4,541,799 )
(Increase)/decrease in prepayment
(249,195 ) 301,351
(Increase)/decrease in deferred tax asset
(10,818 ) (60,681 )
Increase/(decrease) in accounts and other payables
(444,515 ) (810,763 )
Net cash (used in)/provided by operating activities
$ 8,955,476 $ (2,141,070 )

Cash flows from investing activities

Sale/(Proceeds) from short-term investment
- 9,447,585
Purchase of plant and equipment
(3,029,930 ) (14,478,351 )
Payment for the purchase of land use rights
(58,410 ) (703,569 )
(Increase)/decrease in restricted cash
9,018,415 (10,708,473 )
Decrease (Increase) in deposit
(9,277,243 ) 697,783
Purchase of long-term investment
- (472,270 )
Net cash used in investing activities
$ (3,347,168 ) $ (16,217,295 )
Cash flows from financing activities

Repayment of bank borrowings
(12,347,050 ) (34,366,292 )
Proceeds from bank borrowings
5,123,419 45,058,403
Proceeds from long-term borrowings and notes payable
15,580,037 10,566,901
Repayment of notes
- (4,249,977 )
Issuance of common stock
109 -
Repayment of financing cost (APIC)
(31,740 ) -
Net cash provided by/(used in) financing activities
$ 8,324,775 $ 17,009,035

Net Increase/(decrease) of Cash and Cash Equivalents
13,933,083 (1,349,330 )

Effect of foreign currency translation on cash and cash equivalents
1,059,026 5,972,198

Cash and cash equivalents–beginning of period
17,353,494 12,730,626
Cash and cash equivalents–end of period
32,345,603 17,353,494

Supplementary cash flow information:

Interest received
$ 322,285 $ 86,562
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

AMERICANLORAINCORPORATION

~~AMERICAN LORAIN CORPORATION~~

~~CONSOLIDATED STATEMENTS OF CASH FLOW~~

~~FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011~~

~~(Stated in US Dollars)~~

CONSOLIDATEDSTATEMENTS OFSTOCKHOLDERS’EQUITY
Interest paid
$ 3,891,864 $ 2,261,004
Income taxes paid
$ 7,233,483 $ 6,871,539
FOR THEYEARSENDEDDECEMBER 31, 2013 AND 2012
(STATED IN USDOLLARS)

AMERICAN LORAIN CORPORATION

~~AMERICAN LORAIN CORPORATION~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011~~

~~(STATED IN US DOLLARS)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~See Accompanying Notes to the Financial Statements and Accountant’s Report~~DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

Effective January 1, 2008, PRC government implemented a new 25% 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 25% 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.

The Company is subject to United States Tax according to Internal Revenue Code Sections 951 and 957. Corporate income tax is imposed on progressive rates in the range of:

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of December 31, ~~2012~~2013 and ~~December 31, 2011,~~2012, the Company did not identify any assets and liabilities that were required to be presented on the balance sheet at fair value.

The following tables present the Company’s financial assets and liabilities at fair value in accordance to ASC 820-10:

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

~~As of December 31, 2012, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements~~

In January 2013, the FASB issued ASU No. 2013-01,“Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”).The Update clarifies that ordinary trade receivables and receivables are not in the scope of Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained inFASB Accounting Standards Codification®or subject to a master netting arrangement or similar agreement. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

For public entities, the amendments that are subject to the transition guidance is effective for fiscal periods beginning after December 15, 2012. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). The amendments require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income–but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU No. 2013-03, “Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities” (“ASU 2013-03”). The amendment clarifies that the requirement to disclose the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (as Level 1, Level 2, or Level 3) does not apply to private companies and nonpublic not-for-profits for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. The amendments are effective upon issuance. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

In March 2013, the FASB issued ASU No. 2013-07, “Liquidation Basis of Accounting” (“ASU 2013-07”). The ASU requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation would be considered imminent when the likelihood is remote that the reporting entity would return from liquidation and either: (a) a plan for liquidation has been approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or the entity will return from liquidation, or (b) a plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation. If a plan for liquidation was specified in an entity's governing documents at its inception (for example, limited-life entities), then liquidation would be imminent only if the approved plan for liquidation differs from the plan specified at the entity’s inception. The amendments take effect for all entities reporting under U.S. GAAP, except investment companies that are regulated under the Investment Company Act of 1940. The standard is effective for annual reporting periods beginning after December 31, 2013, and interim reporting periods therein. Early adoption is permitted. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

As of December 31, 2013, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

Advances to employees for job/travel disbursements consisted of advances to employees for transportation, meals, client entertainment, commissions, and procurement of certain raw materials. The advances issued to employees may be carried for extended periods of time because employees may spend several months out in the field working to procure new sales contracts or fulfill existing contracts.

Specifically, the company uses every available employee to arrange purchases with desirable chestnut or other raw material growers. However, because many of these growers are in rural farming areas of China where traditional banking and credit arrangements are difficult to implement, the Company must utilize cash purchases and also must contract for its future needs by placing a good faith deposit in cash with the growers. However none of these advances to employees for delivery to the growers on behalf of the Company are “personal loans” to the employees. Advances to employees for purchase of materials in other receivables are adjusted to advances to suppliers as of December 31, ~~2012.~~2013.

Related party receivable consisted of the following as of December 31, ~~2012~~2013 and ~~December 31, 2011:~~2012:

Related party receivable represented advances issued by management for job or travel disbursement in the normal course of business. The receivable had no impact on earnings. As with other employees, officers sign notes when cash is issued to them as job or travel disbursement.

~~In order to satisfy certain criteria for obtaining the long-term loan with DEG, as noted in footnote 12, Junan Hongrun lent money to Mr. Chen, Si and Ms. Liu, Lihua to purchase life insurance.~~

~~Related party receivable amounts are disclosed as other related receivables in other receivables.~~

On March 13, 2011, the Company entered into an agreement with Jiangsu Heng An Industrial Investment Group Co., Ltd. to sell the Company’s short-term investment in the amount of $ 7,764,577 (RMB 49,604,000) of a parcel of land located in Junan Town, Shandong Province, to construct residential buildings. The land was sold to Jiangsu Heng An at a total sale price of RMB 69,604,000 and a guaranteed gross profit of RMB 20,000,000 without consideration of profit/(loss) of the residential building project. The gain on the sale of the short-term investment excluding taxes payable was recorded as other income on the statements of income and comprehensive income. Title of the land transferred from the Company to Jiangsu Heng An with receipt of an initial deposit of RMB 15,000,000. As of December 31, 2012, a total of RMB 42,029,955 has been received and RMB 26,970,045 (USD 4,280,212) is classified as Other Receivable. According to the contract, the Company will be entitled to receive RMB 9,000,000 within 5 days after the title transfer and construction approval is complete, and RMB 27,000,000 within 5 days after the residential building main frame is completed

During the year 2010, the Company issued 2,000 shares to a service provider on February 10, 2010 and 81,155 warrants to various service providers on January 5, 2010. The Company issued to investors 3,440,800 shares at an agreed price of $2.80 per share for a PIPE financing on September 10, 2010. This financing brought $8,955,730 net proceeds to the Company. The Company issued 5,000 shares to its employee on September 23, 2010. 731,707 shares of restricted stock were issued to the owner of Shandong Greenpia, Mr. Ji Zhenwei on September 24, 2010 as part of acquisition cost.

For the year 2010, the Company transferred ~~5,161,176~~$5,161,176 from retained earnings to additional paid up capital and ~~2,445,262~~$2,445,262 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.

For the year 2011, the Company transferred ~~2,636,160~~$2,636,160 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.

~~As of December 31,~~For the year 2012, the Company issued 108,840 shares to its employees as employee stock compensation. The Company transferred 2,264,420 from retained earnings to statutory reserve. These transfers are to be used for future company development, recovery of losses and increase of capital, as approved, to expand production or operations.

~~F-24~~F-23

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

~~AMERICAN LORAIN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2012 AND 2011~~

~~(Stated in US Dollars)~~

Warrants and options	Number of warrants or options	Issuance date	Expiration date
	Warrants issued to investors in 2007 PIPE	1,037,858	5/3/2007	5/2/2010
	Warrants issued to placement agent in 2007 PIPE	489,330	5/3/2007	5/2/2010
	Employee stock options	1,334,573	7/28/2009	7/27/2014
	Warrants issued to investors in 2009 PIPE - Series A	1,753,909	10/28/2009	4/28/2015
	Warrants issued to investors in 2009 PIPE - Series B	501,115	10/28/2009	10/28/2012
	Issued to service provider A during 2010	50,722	1/5/2010	1/2/2014
	Issued to service provider B during 2010	20,289	1/5/2010	1/2/2014
	Issued to service provider C during 2010	10,144	1/5/2010	1/2/2014
	Total warrants and options	5,197,940

14.	NON-CONTROLLING INTERESTS

	The non-controlling interest represents the 19.8% equity of Shandong Lorain held by the Shandong Economic Development Investment Corporation, which is a state-owned interest.

~~F-25~~F-24

15.	SALES BY PRODUCT TYPE

	Sales by categories of product consisted of the following as of December 31, ~~2012~~2013 and ~~2011:~~2012:

Category 12/31/2012 12/31/2011
Chestnut $ 125,101,585 $ 110,263,973
Convenience food 79,575,069 72,887,580
Frozen food 34,996,809 30,070,553
Total $ 239,673,463 $ 213,222,106

Category		12/31/2013		12/31/2012
Chestnut	$	114,709,005	$	125,101,585
Convenience food		62,213,432		79,575,069
Frozen food		38,357,348		34,996,809
Total	$	215,279,785	$	239,673,463

Revenue by geography consisted of the following as of December 31, ~~2012~~2013 and ~~2011:~~2012:

Country 12/31/2012 12/31/2011
Australia $ 89,573 $ 363,508
Belgium 6,049,825 2,467,360
Canada - 110,552
China 170,818,669 157,064,976
Denmark 53,922 43,656
France 2,344,824 2,721,435
Germany 208,870 1,179,298
Hong Kong 212,174 563,285
Indonesia - 20,999
Israel 277,028 461,427
Japan 37,942,286 27,767,186
Malaysia 2,221,990 2,106,973
Netherlands 431,808 586,327
Philippines 413,529 382,480
Poland 213,943 175,410
Portugal 711,006 -
Russia 471,559 -
Saudi Arabia - 33,732
Singapore 1,290,802 1,139,671
South Korea 11,845,499 9,119,942
Spain 147,648 1,134,021
Taiwan 742,669 1,353,567
Thailand 177,529 387,164
United Kingdom 2,513,634 3,797,548
United States 494,676 241,589
Total $ 239,673,463 $ 213,222,106

Country		12/31/2013		12/31/2012
Australia	$	59,317	$	89,573
Belgium		4,296,553		6,049,825
Canada		142,620		-
China		158,785,053		170,818,669
Denmark		-		53,922
France		2,282,220		2,344,824
Germany		1,232,648		208,870
Hong Kong		164,921		212,174
Israel		566,651		277,028
Japan		25,763,794		37,942,286
Malaysia		1,663,077		2,221,990
Netherlands		808,505		431,808
Philippines		614,276		413,529
Poland		115,672		213,943
Portugal		3,557,232		711,006
Russia		118,795		471,559
Singapore		2,413,137		1,290,802
South Korea		9,335,811		11,845,499
Spain		-		147,648
Taiwan		108,946		742,669
Thailand		604,268		177,529
United Kingdom		1,269,986		2,513,634
United States		1,361,680		494,676
Vietnam		14,623		-
Total	$	215,279,785	$	239,673,463

16.	INCOME TAXES

	All of the Company’s operations are in the PRC, and in accordance with the relevant tax laws and regulations of PRC, the corporate income tax rate is 25%.

	~~The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the periods ended December 31, 2012 and 2011:~~

~~F-26~~F-25

AMERICAN LORAIN CORPORATION
~~AMERICAN LORAIN CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2012 AND 2011~~
~~(Stated in US Dollars)~~
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12/31/2012 12/31/2011
Income attributed to PRC $ 30,283,824 $ 28,870,041
Loss attributed to US (802,412 ) (966,868 )
Income before tax 29,481,412 27,903,173

PRC Statutory Tax at 25% Rate 7,737,643 6,824,201
Effect of tax exemption granted - -

Income tax $ 7,737,643 $ 6,824,201
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the periods ended December 31, 2013 and 2012:

		12/31/2013			12/31/2012
Income attributed to PRC	$	23,547,394		$	30,283,824
Loss attributed to US		(285,062	)		(802,412	)
Income before tax		23,262,332			29,481,412

PRC Statutory Tax at 25% Rate		5,573,756			7,737,643
Effect of tax exemption granted		-			-

Income tax	$	5,573,756		$	7,737,643

Per Share Effect of Tax Exemption

12/31/2012 12/31/2011
Effect of tax exemption granted $ - $ -
Weighted-Average Shares Outstanding Basic 34,533,817 34,445,972
Per share effect $ - $ -

		12/31/2013		12/31/2012
Effect of tax exemption granted	$	-	$	-
Weighted-Average Shares Outstanding Basic		34,616,714		34,533,817
Per share effect	$	-	$	-

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the periods ended December 31, ~~2012~~2013 and ~~2011:~~2012:

2012 2011
U.S. federal statutory income tax rate 35% 35%
Lower rates in PRC, net -10% -10%
Tax holiday for foreign investments 1.25% -0.57%
The Company’s effective tax rate 26.25% 24.43%

	12/31/2013	12/31/2012
U.S. federal statutory income tax rate	35%	35%
Lower rates in PRC, net	-10%	-10%
Tax holiday for foreign investments	-1.04%	1.25%
The Company’s effective tax rate	23.96%	26.25%

Effective January 1, 2008, the PRC government implemented a new 25% 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 25% tax rate, tax holidays were 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.

The Company has accrued a deferred tax asset as a result of its net operating loss in and before ~~2012~~December 31, 2013 because the Company planned to setup operations in the United States. The company anticipates that the operations within the United States will generate income in the future so that it will be able to take full advantage of the accrued asset. Accordingly the Company has not provided a valuation allowances for the accrued tax asset.

The Company’s has detailed the tax rates for its subsidiaries for ~~2012~~2013 and ~~2011~~2012 in the following table.

China Income Tax Rate
Subsidiary 2012 2011
International Lorain 0% 0%
Junan Hongran 25% 25%
Luotian Lorain 25% 15%
Beijing Lorain 25% 15%
Shandong Lorain 25% 25%
Shandong Greenpia 25% 25%
Dongguan Lorain 25% 25%

	China Income Tax Rate
Subsidiary	2013	2012
International Lorain	0%	0%
Junan Hongrun	25%	25%
Luotian Lorain	25%	25%
Beijing Lorain	25%	25%
Shandong Lorain	25%	25%
Shandong Greenpia	25%	25%
Dongguan Lorain	25%	25%

~~F-27~~F-26

17.	EARNINGS PER SHARE

	Components of basic and diluted earnings per share were as follows:

For the year For the year
ended ended
December 31, December 31,
2012 2011

Basic Earnings Per Share Numerator
   Net Income $ 20,422,668 $ 19,902,367
   Income Available to Common Stockholders $ 20,422,668 $ 19,887,498

Diluted Earnings Per Share Numerator
   Income Available to Common Stockholders $ 20,422,668 $ 19,887,498

Income Available to Common Stockholders on Converted Basis $ 20,422,668 $ 19,887,498

Original Shares:
Additions from Actual Events
-Issuance of Common Stock 34,533,817 34,445,972
Basic Weighted Average Shares Outstanding 34,533,817 34,445,972

Dilutive Shares:
Additions from Potential Events
Exercise of Investor Warrants & Placement Agent Warrants - -
Exercise of Employee & Director Stock Options - 280,522
Diluted Weighted Average Shares Outstanding: 34,533,817 34,726,494

Earnings Per Share
- Basic $ 0.59 $ 0.58
- Diluted $ 0.59 $ 0.57

Weighted Average Shares Outstanding
- Basic 34,533,817 34,445,972
- Diluted 34,533,817 34,726,494

		12/31/2013		12/31/2012

Basic Earnings Per Share Numerator
Net Income	$	16,633,895	$	20,422,668
Income Available to Common Stockholders	$	16,633,895	$	20,422,668

Diluted Earnings Per Share Numerator
Income Available to Common Stockholders	$	16,633,895	$	20,422,668

Income Available to Common Stockholders on Converted Basis	$	16,633,895	$	20,422,668

Original Shares:
Additions from Actual Events
-Issuance of Common Stock		34,616,714		34,533,817
Basic Weighted Average Shares Outstanding		34,616,714		34,533,817

Dilutive Shares:
Additions from Potential Events
-Exercise of Investor Warrants & Placement Agent Warrants		-		-
- Exercise of Employee & Director Stock Options		-		-
Diluted Weighted Average Shares Outstanding:		34,616,714		34,533,817

Earnings Per Share
- Basic	$	0.48	$	0.59
- Diluted	$	0.48	$	0.59

Weighted Average Shares Outstanding
- Basic		34,616,714		34,533,817
- Diluted		34,616,714		34,533,817

18.	SHARE BASED COMPENSATION

	On July 27, 2009, the Company’s Board of Directors adopted the American Lorain Corporation 2009 Incentive Stock Plan (the “Plan”). The Plan provides that the maximum number of shares of the Company’s common stock that may be issued under the Plan is 2,500,000 shares. The Company’s employees, directors, and service providers are eligible to participate in the Plan.

F-27

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

For the year ended December 31, 2009, the Company recorded a total of $166,346 of shared based compensation expense. The Company issued warrants that upon exercise would result in the issuance of 1,334,573 common shares. These stock options vest over three years, where 33.33% vest annually. The expense related to the stock options was $107,375. The Company also recorded expense of $58,971 for the issuance of 56,393 common shares to participants, respectively. The common shares vested immediately. Given the materiality and nature of share based compensation, the entire expense has been recorded as general and administrative expenses. For the year ended December 31, 2010, the Company recorded a total of $890,209 stock option and its related general and administrative expenses.

~~F-28~~

~~AMERICAN LORAIN CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2012 AND 2011~~
~~(Stated in US Dollars)~~

During the period ended December 31, 2012 and 2011, the Company recorded a total of $503,493 and $644,243 stock option and its related general and administrative expenses.

During the period ended December 31, 2013, the Company did not grant any stock option.

The range of the exercise prices of the stock options granted since inception of the plan are shown in the following table:

	Price Range		Number of Shares

$0 - $4.99		1,334,573 shares

$5.00 - $9.99		0 shares

$10.00 - $14.99		0 shares

No tax benefit has yet to be accrued or realized. For the ~~year~~period ended December 31, ~~2012,~~2013, the Company has yet to repatriate its earnings. Accordingly it has not recognized any deferred tax assets or liability in regards to benefits derived from the issuance of stock options.

The Company used the Black-Scholes Model to value the warrants granted. The following shows the weighted average fair value of the grants and the assumptions that were employed in the model:

		2012		2011
Weighted-average fair value of grants:	$	1.3629	$	1.1909
Risk-free interest rate:		0.33%		0.96%
Expected volatility:		59.93%		4.58%
Expected life in months:		36.00		36.00

19.	LEASE COMMITMENTS

	(a.)	The Company entered into an operating lease agreement leasing a factory building located in Dongguan, China. The lease was signed by Shandong Lorain on behalf of Dongguan Lorain and expires on August 9, 2018.

		The minimum future lease payments for this property at December 31, ~~2012~~2013 are shown in the following table:

From	To		Lease payment
~~1/1/2013~~	~~12/31/2013~~	$	~~87,536~~
1/1/2014	12/31/2014	$	92,685
1/1/2015	12/31/2015		92,685
1/1/2016	12/31/2016		92,685
1/1/2017	12/31/2017		92,685
1/1/2018	8/9/2018		56,641
		$	~~514,917~~427,381

F-28

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

The outstanding lease commitment as of December 31, ~~2012~~2013 was ~~$514,917.~~$427,381.

The minimum future lease payments for this property at December 31, ~~2011~~2012 are shown in the following table:

From To Lease payment
1/1/2012 12/31/2012 $ 84,259
1/1/2013 12/31/2013 87,536
1/1/2014 12/31/2014 92,685
1/1/2015 12/31/2015 92,685
1/1/2016 12/31/2016 92,685
1/1/2017 12/31/2017 92,685
1/1/2018 8/9/2018 56,641
$ 599,176

From	To		Lease payment
1/1/2013	12/31/2013	$	87,536
1/1/2014	12/31/2014		92,685
1/1/2015	12/31/2015		92,685
1/1/2016	12/31/2016		92,685
1/1/2017	12/31/2017		92,685
1/1/2018	8/9/2018		56,641
		$	514,917

The outstanding lease commitment as of December 31, 2012 was $514,917.

(b.)

During the year ended December 31, 2013, the Company entered into three operating lease agreement leasing three plots of land of where greenhouses are maintained to grow seasonal crops. The lease was signed by Junan Hongrun Foodstuff Co., Ltd. and expires on April 25, 2033, May 19, 2033, and June 19, 2033, respectively.

The minimum future lease payments for this property at December 31, 2013 are shown in the following tables:

From

Greenhouse 1

From

Greenhouse 2

From

Greenhouse 3

1/1/2014

12/31/2014

78,128

1/1/2014

12/31/2014

95,114

1/1/2014

12/31/2014

11,339

1/1/2015

12/31/2015

78,128

1/1/2015

12/31/2015

95,114

1/1/2015

12/31/2015

11,339

1/1/2016

12/31/2016

78,128

1/1/2016

12/31/2016

95,114

1/1/2016

12/31/2016

11,339

1/1/2017

12/31/2017

78,128

1/1/2017

12/31/2017

95,114

1/1/2017

12/31/2017

11,339

1/1/2018

12/31/2018

78,128

1/1/2018

12/31/2018

95,114

1/1/2018

12/31/2018

11,339

1/1/2019

12/31/2019

78,128

1/1/2019

12/31/2019

95,114

1/1/2019

12/31/2019

11,339

1/1/2020

12/31/2020

78,128

1/1/2020

12/31/2020

95,114

1/1/2020

12/31/2020

11,339

1/1/2021

12/31/2021

78,128

1/1/2021

12/31/2021

95,114

1/1/2021

12/31/2021

11,339

1/1/2022

12/31/2022

78,128

1/1/2022

12/31/2022

95,114

1/1/2022

12/31/2022

11,339

1/1/2023

12/31/2023

85,773

1/1/2023

12/31/2023

102,527

1/1/2023

12/31/2023

12,097

1/1/2024

12/31/2024

89,289

1/1/2024

12/31/2024

105,683

1/1/2024

12/31/2024

12,757

1/1/2025

12/31/2025

89,289

1/1/2025

12/31/2025

105,683

1/1/2025

12/31/2025

12,757

1/1/2026

12/31/2026

89,289

1/1/2026

12/31/2026

105,683

1/1/2026

12/31/2026

12,757

1/1/2027

12/31/2027

89,289

1/1/2027

12/31/2027

105,683

1/1/2027

12/31/2027

12,757

1/1/2028

12/31/2028

89,289

1/1/2028

12/31/2028

105,683

1/1/2028

12/31/2028

12,757

1/1/2029

12/31/2029

89,289

1/1/2029

12/31/2029

105,683

1/1/2029

12/31/2029

12,757

1/1/2030

12/31/2030

89,289

1/1/2030

12/31/2030

105,683

1/1/2030

12/31/2030

12,757

1/1/2031

12/31/2031

89,289

1/1/2031

12/31/2031

105,683

1/1/2031

12/31/2031

12,757

1/1/2032

12/31/2032

89,289

1/1/2032

12/31/2032

105,683

1/1/2032

12/31/2032

12,757

1/1/2033

4/25/2033

42,261

1/1/2033

5/19/2033

50,322

1/1/2033

6/19/2033

5,530

1,634,787

1,960,022

234,491

F-29

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

The outstanding lease commitment for the three greenhouses as of December 31, 2013 was $3,829,300.

20.	SUBSEQUENT EVENTS
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2012 AND 2011~~
~~(Stated in US Dollars)~~


	A.	~~The outstanding lease commitment as~~Acquisition of ~~December 31, 2011 was $599,176.~~Athena and wholly owned subsidiaries

~~20.~~		~~RISKS~~On February 7, 2014, the Company through its indirect wholly-owned subsidiary, Junan Hongrun Foodstuff Co., Ltd. entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the "Biobranco Purchase Agreement") to acquire from Biobranco II 2,750 shares of Athena, a limited liability company organized under the laws of France, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600). The transaction was completed on March 13, 2014 upon payment of the purchase price.

		On February 7, 2014, Junan Hongrun also entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the "Intiraimi Purchase Agreement") to acquire from Intiraimi 10,000 shares of Athena, a limited liability company organized under the laws of France (“Athena”), or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable within 20 days of the execution of the Intiraimi Purchase Agreement, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met. The Intiraimi Purchase Agreement also contains customary non-competition and non-solicitation clause for Intiraimi and Pedro Quintana, Intiraimi’s President. The initial payment under the Intiraimi Purchase Agreement in the amount of €1,000,000 (or approximately US$1,354,700) was paid on March 13, 2014. As a result of the Biobranco Purchase Agreement and the Intiraimi Purchase Agreement, Junan Hongrun owns 12,750 shares, or 51% share capital, of Athena. Junan Hongrun agreed to pledge 12,750 shares, or 51% share capital, of Athena acquired in the above transactions to Intiraimi to guarantee the Deferred Payment.

		In connection with the acquisition of a 51% controlling interest in Athena, on February 7, 2014, Junan Hongrun entered into a Shareholders’ Agreement (the “Shareholder Agreement”) with Athena and each of the other shareholders of Athena (“Current Shareholders”), which defines the rights of the Junan Hongrun and the Current Shareholders, and their respective undertaking as it relates to Athena, including, but not limited to:

The settlement of certain claims the Current Shareholders have against Athena through the assignment of certain claims Athena, through its wholly owned subsidiary, Conserverie Minerve, has against Branco Group Companies for the benefit of the Current Shareholders;
The handling of the commitment to install a Nunziata 4 burner chestnut shelling machine at the Cacovin facility, a company indirectly owned by Athena;
The Junan Hongrun’s right to appoint Chief Executive Officer for Athena and its subsidiaries;
The Junan Hongrun’s right, with the prior consent of the Current Shareholders, to appoint general manager for Athena and its subsidiaries;
Protective provisions granted to Current Shareholders;
Information rights;
Certain restrictions on transfer of Athena’s shares;
Rights of pre-emption in connection with assignment; and
Granting the Company a call option right to purchase 2,250 of the shares of Athena (or 9% of the share capital of Athena) for a purchase price of €900,000 (or approximately US$1,219,230), subject to downward adjustment to €405,000 (or approximately US$548,654) if the Current Shareholders failed to fulfill certain obligations under the Shareholder Agreement. The call option is exercisable within six (6) months after February 7, 2015.

F-30

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

	A.B.	~~Credit risk~~2014 Equity Incentive Plan

		On February 19, 2014 the Company’s board of directors approved the 2014 Equity Incentive Plan (“2014 Plan”). Subject to adjustment as provided in the 2014 Plan, the total number of shares of Common Stock reserved and available for delivery in connection with awards under the 2014 Plan is 3,000,000. Currently there are no shares or options granted under the 2014 Plan. The Company will not grant any awards until the 2014 Plan has been approved by the stockholders in compliance with the NYSE Amex Company Guide and favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. This 2014 Plan replaces the Company’s 2009 Incentive Stock Plan (the “Prior Plan”) and no additional stock awards shall be granted under the Prior Plan. All outstanding stock awards granted under the Prior Plan shall remain subject to the terms of the Prior Plan with respect to which they were originally granted.

	C.	Issuance of Convertible Promissory Note

		In connection with the Athena acquisition, on March 13, 2014, the Company issued a Convertible Promissory Note (“Note”) in the principal amount of US$3.5 million (the “Principal Amount”) to an investor. Under the terms of the Note, interest on the outstanding Principal Amount accrues at a rate of 4.5% per annum, and all accrued but unpaid interest is due and payable on June 30, 2014 and on the last day of each quarter thereafter. If the Note is not converted pursuant to the terms of the Note, additional interest on the outstanding Principal Amount shall accrue at a rate of 4.5% per annum and payable at the maturity of the Note. Unless the Note is otherwise accelerated or converted, the unpaid Principal Amount of the Note, together with all accrued but unpaid interest, is due and payable, at the election of the investor, on September 13, 2014 or March 13, 2015 (“Maturity Date”), provided, however, if the investor fails to notify the Company in writing by August 13, 2014 that it elects the maturity date of September 13, 2014, then the Maturity Date will be extended to March 13, 2015.

		In addition, under the terms of the Note, at any time commencing on or after September 13, 2014 and before March 13, 2015, the investor may convert in whole or in part the outstanding Principal Amount into a number of shares of our Common Stock of the Company on a per share conversion price of $1.15, as may be adjusted from time to time pursuant to the terms and conditions of the Note (“Conversion Price”); provided, however, the Company will not effect any conversion of the Note, and the investor will not have the right to convert any portion of the Note, to the extent (but only to the extent) that the investor would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), which beneficial ownership will be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The “Beneficial Ownership Limitation” is 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note.

		The Note is secured by the personal guarantee of Si Chen, our chief executive officer and chairman.

21.	RISKS

	A.	Credit risk

		Since the Company’s inception, the age of account receivables have been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

F-31

AMERICAN LORAIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)

	B.	Interest risk

		The company is subject to the interest rate risk when their short term loans become due and require refinancing.

	C.	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 changes in the political, economic, and legal environments in the PRC.

		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.

	D.	Environmental risks

		The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

	E.	Inflation Risk

		Management monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed on the Company’s customers could adversely impact the Company’s results of operations.

~~F-30~~F-32

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

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

	Large accelerated filer [ ]	Accelerated filer [ ]
	Non-accelerated filer [ ]	Smaller reporting company [X]
	(Do not check if a smaller reporting company)

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	16
ITEM 1B.	UNRESOLVED STAFF COMMENTS	24
ITEM 2.	PROPERTIES	24
ITEM 3.	LEGAL PROCEEDINGS	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	25
ITEM 6.	SELECTED FINANCIAL DATA	26
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	36
ITEM 9A	CONTROLS AND PROCEDURES.	36
ITEM 9B.	OTHER INFORMATION	38
PART II
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	38
ITEM 11.	EXECUTIVE COMPENSATION	38
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	39
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	39
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	40

	•	~~“We,” “us” and “our” refer to the combined business of ALN, ILH and their direct and indirect Chinese operating subsidiaries.~~
	•	~~“ALN” refers to American Lorain Corporation, a Nevada corporation (formerly known as Millennium Quest, Inc.).~~
	•	~~“ILH” refers to International Lorain Holding, Inc., a Cayman Islands company that is wholly - owned by ALN.~~
	•	~~“Junan Hongrun” refers to Junan Hongrun Foodstuff Co., Ltd.~~
	•	~~“Luotian Lorain” refers to Luotian Green Foodstuff Co., Ltd.~~
	•	~~“Beijing Lorain” refers to Beijing Green Foodstuff Co., Ltd.~~
	•	~~“Shandong Lorain” refers to Shandong Green Foodstuff Co., Ltd.~~
	•	~~“Dongguan Lorain” refers to Dongguan Green Foodstuff Co., Ltd.~~
	•	~~“Shandong Greenpia” refers to Shandong Greenpia Foodstuff Co., Ltd.~~
	•	~~“RMB” refers to Renminbi, the legal currency of China.~~
	•	~~“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States.~~
	•	~~“China” and “PRC” refer to the People’s Republic of China.~~

	•	~~chestnut products,~~
	•	~~convenience foods (including ready-to-cook, or RTC, foods, ready-to-eat, or RTE, foods and meals ready-to-eat, or MRE); and~~
	•	~~frozen food products.~~

	•	~~Chestnut products,~~
	•	~~Convenience food products, and~~
	•	~~Frozen food products.~~

	•	~~Ready-to-cook, or RTC, food products,~~
	•	~~Ready-to-eat, or RTE, food products and~~
	•	~~Meals ready-to-eat, or MRE, food products.~~

	Year Operations	Facility Size	Year Operations	Facility Size
Facility	Commenced	(square meters)	Commenced	(square meters)
Junan Hongrun	2002	38,865	2002	38,865
Shandong Lorain	1995	15,392	1995	15,392
Beijing Lorain	2003	21,000	2003	21,000
Luotian Lorain	2003	9,558	2003	9,558
Dongguan	2008	9,250	2008	9,250
Shandong Greenpia	2010	9,179	2010	9,179
Conserverie Minerve*			1968	15,142
* a wholly-owned subsidiary of Athena, a company controlled by Junan Hongrun			* a wholly-owned subsidiary of Athena, a company controlled by Junan Hongrun

	•	~~Deep-freezing lines, which are used to freeze raw materials for year-round production and to produce frozen food;~~
	•	~~Canning lines, which are used to produce canned products, including chestnut products; and~~
	•	~~Convenience food lines, which are used for producing RTCs, RTEs and MREs, all of which have nitrogen preservation capacity.~~

Facilities	Production Lines	Product Portfolio	~~2012~~2013 Capacity
Junan Hongrun	13 Deep-freezing line 3 Convenience food lines 4 Canning lines	Chestnut products, frozen foods, beans, bean paste	Multi-purpose production lines with ~~44,000~~54,000 tons of production capacity and 24,900 tons of cold and frozen storage
Shandong Lorain	1 Deep-freezing line 1 Convenience food line	Chestnut products, convenience frozen foods	foods, Multi-purpose production lines with 20,000 tons of production capacity and 3,500 tons of cold and frozen storage
Beijing Lorain	6 Convenience food lines 1 Deep-freezing line	Chestnut products, frozen foods	Multi-purpose production lines with 34,000 tons of production capacity and 4,650 tons of cold and frozen storage
Luotian Lorain	3 Convenience food lines 2 Deep-freezing lines	Chestnut products, convenience foods, frozen foods	Multi-purpose production lines with 24,000 tons of production capacity and 6,500 tons of cold and frozen storage
Dongguan factory	2 Convenience food lines	Convenience food	Multi-purpose production lines with 3,000 tons of production capacity and 2,250 tons of cold and frozen storage
Shandong Greenpia	2 Convenience food lines	Chestnut products, convenience foods	Multi-purpose production lines with 9,000 tons of production capacity and 1,500 tons of cold and frozen storage
Conserverie Minerve*	2 Convenience food lines 1 Deep-freezing line	Chestnut products, convenience foods	Multi-purpose production lines with 8,900 tons of production capacity and 11,920 tons of cold and frozen storage
* a wholly-owned subsidiary of Athena, a company controlled by Junan Hongrun

Facility	Storage Type	Number of	Capacity
		Storage Units	(metric tons)
Junan Hongrun	Frozen Storage	19	20,100
	Constant Temperature	8	4,800
Shandong Lorain	Frozen Storage	5	2,000
	Constant Temperature	3	1,500
Beijing Lorain	Frozen Storage	6	2,850
	Constant Temperature	3	1,800
Luotian Lorain	Frozen Storage	8	4,500
	Constant Temperature	4	2,000
Dongguan	Frozen Storage	2	800
	Constant Temperature	2	1,450
Shandong Greenpia	Constant Temperature	4	1,500
TOTAL		64	43,300

	Area	Location
Harvest	(acres)	(PRC)
Chestnut (South Korean, Japanese, Australian cultivar)	329	Shandong
Chestnut (Japanese cultivar)	165	Beijing
Sticky Corn	342	Beijing
Sweet Corn	118	Beijing
Green Pea	217	Beijing
Sweet Pea	167	Beijing
Organic Chestnut	165	Beijing
Mixed Vegetables	417	Shandong
Mixed Vegetables	83	Beijing
Japanese Pumpkin	197	Inner Mongolia
Black Beans	500	Shandong
Strawberry	392	Shandong
Broccoli	165	Beijing
Green Asparagus	591	Beijing
White Asparagus	263	Shandong
Sweet Potato	500	Shandong
Peach	329	Beijing
Apricot	411	Beijing
Pear	329	Beijing
Blackberry	165	Beijing

	•	~~Asia pacific, primarily Japan, South Korea and Malaysia, but also Singapore, Philippines, and Australia;~~
	•	~~Europe, primarily Belgium and the United Kingdom, but also France, Germany, the Netherlands, Spain, Poland, and Denmark~~
	•	~~the Middle East, primarily Saudi Arabia and Israel;~~
	•	~~North America, including the United States and Canada~~

	•	~~direct sales communications with our large customers;~~
	•	~~sales through distributors to new customer bases;~~
	•	~~referrals from existing customers; and~~
	•	~~participation in domestic and international food exhibitions and trade conferences.~~

		Number of
Department	~~Number of~~	Employees
	~~Employees~~

Production	~~2,048~~	1,848
Quality Control	78	82
Domestic Sales	~~137~~	168
Human Resources		8
Research and Development	40	45
International Sales	39	45
Finance	41	42
Procurement	23	24
Administration	44	50
Strategic planning		7
Total	~~2,465~~	2,319

		Common Stock				Common Stock
		Market Prices				Market Prices
						High		Low
Fiscal Year EndedDecember 31, 2013
First Quarter					$	1.40	$	1.20
Second Quarter					$	1.29	$	1.02
Third Quarter					$	1.11	$	0.61
Fourth Quarter					$	0.97	$	0.68
		High		Low
Fiscal Year Ended December 31, 2012
First Quarter	$	1.74	$	1.31	$	1.74	$	1.31
Second Quarter	$	1.39	$	1.10	$	1.39	$	1.10
Third Quarter	$	1.30	$	1.03	$	1.30	$	1.03
Fourth Quarter	$	1.45	$	1.13	$	1.45	$	1.13

Fiscal Year Ended December 31, 2011
First Quarter	$	2.89	$	2.26
Second Quarter		2.38		1.28
Third Quarter		2.19		1.44
Fourth Quarter		1.60		1.25

	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category
Equity compensation plans approved by security holders	1,334,573	1.58	1,165,427
Equity compensation plans not approved by security holders	0	N/A	0
Total	1,334,573	1.58	1,165,427

	2012	2011	Increase/Decrease	Increase/Decrease	Year Ended December 31,				Increase/Decrease		Increase/Decrease
(inthousandsofU.S.dollars)			($)	(%)	2013 ($)		2012 ($)		($)		(%)
Revenue	239,673	213,222	26,451	12.4%	215,280		239,673		(24,393	)	-10.2%
CostofRevenue	-188,565	-168,209	-20,356	12.1%	(172,108	)	(188,565	)	16,457		-8.7%

Grossprofit	51,108	45,013	6,095	13.5%	43,172		51,108		(7,936	)	-15.5%

OperatingExpenses:
Selling and Marketing	-11,742	-10,514	-1,228	11.7%	(10,508	)	(11,742	)	1,234		-10.5%
General and administrative	-7,507	-6,584	-923	14.0%	(7,231	)	(7,507	)	276		-3.7%

Incomefromcontinuingoperations	31,859	27,916	3,943	14.1%	25,433		31,859		(6,426	)	-20.2%

Non-operatingIncome
Non-operatingIncome
(Expenses):
Government grant	1225	746	479	64.2%	1,607		1,225		381		31.1%
Interest income	338	87	251	288.5%	80		338		(258	)	-76.3%
Other income	178	2,450	-2,272	-92.7%	1,485		178		1,307		734.3%
Other expense	-87	-733	646	-88.1%	(189	)	(87	)	(102	)	117.2%
Interest Expense	-4,032	-2,562	-1,470	57.4%	(5,153	)	(4,032	)	(1,121	)	27.8%

Incomebeforetaxes	29,481	27,903	1,578	5.7%	23,262		29,481		(6,219	)	-21.1%
Income Taxes	-7,737	-6,819	-918	13.5%	(5,574	)	(7,737	)	2,163		-28.0%
Income before Minority Interest	21,744	21,084	660	3.1%	17,689		21,744		(4,055	)	-18.7%
Minority Interest	-1,321	-1,196	-125	10.5%	(1,054	)	(1,321	)	267		-20.2%

NetIncome	20,423	19,887	536	2.7%	16,634		20,423		(3,789	)	-18.6%

	•	The sweetheart chestnut is a premium product that is more expensive, and yields greater profit margins than our other chestnut products. Our proprietary technology relates to the process for evenly distributing throughout the chestnuts the syrup used to preserve the chestnuts. This technology enhances the texture of the chestnuts, preserves the natural form of the chestnuts and promotes the stability and uniformity of the chestnuts’ sweetness. In 2008, our patent application for this technology was approved by the State Intellectual Property Office of the PRC and is protected by PRC patent law for 20 years. We expect this technology to contribute to the growth of our sales of sweetheart chestnuts, which had been increasing at an annual rate of 25% to 30% over the past several years.

	•	Oden is a popular traditional Japanese dish, typically consisting of boiled eggs, daikon radish, konnyaku and processed fish cakes stewed in a light, soy-flavored dashi broth. Our technology relates to the process used to control the sterilization of the packaging for oden eggs. Our technology enables us to deliver convenience food products with unique freshness and authentic taste. This technology has been an important factor in expanding the market for our convenience foods products, particularly in Japan. Our patent application for this product was approved by the State Intellectual Property Office in February 2009.

	•	The pickle vegetable exhibition counter is ideal for shopping malls and supermarkets. It consists of the refrigerator cabinet which keeps the temperature low, and the exhibition cabinet, which sits above the refrigerator cabinet and with glass covers. The exhibition counter is intended for convenience observation and better preservation for the pickle vegetables. Our patent for this device was granted in April 2009.

	•	High-temperature chestnut roasting machine is an innovative chestnut roasting device, which overcomes shortcomings of traditional roasters such as low efficiency and uneven heating. It is a sealed cylinder device and also equipped with thermometer and manometer to gauge the temperature and pressure inside the roaster. This new roasting device is also energy efficient and environmentally friendly. Our patent application for this device was approved by the State Intellectual Property Office in July 2011, and protected by PRC patent law for 10 years.

	•	~~Superior product safety and quality;~~
	•	~~Reduction of operating costs; and~~
	•	~~Sustaining growth through the development of new products.~~

	•	~~chestnut products may not be widely recognized internationally, especially in Western countries;~~
	•	~~local economic and political conditions, including disruptions in trading markets;~~
	•	~~restrictive foreign governmental actions, including restrictions on transfers of funds and trade;~~
	•	~~protection measures, including export duties and quotas and customs tariffs;~~
	•	~~currency exchange rate fluctuations;~~
	•	~~earthquakes, tsunamis, floods or other major disasters may limit the imported food products; and~~
	•	~~unexpected incidents related to food safety.~~

Facility	Location	Approximate Size	Owned or Leased
		(Square Meters)
Junan Hongrun	Junan County, Shandong Province, PRC	197,637	Owned
Shandong Lorain	Junan County, Shandong Province, PRC	31,459	Owned
Beijing Lorain	Miyun County, Beijing Province, PRC	22,677	Owned
Luotian Lorain	Luotian County, Hubei Province, PRC	54,251	Owned
Dongguan Lorain	Dongguan County, Guangdong Province, PRC	5,472	Leased
Shandong Greenpia	Junan County, Shandong Province, PRC	33,332	Owned
Conserverie Minerve*	France and Portugal	35,645	Owned
* a wholly-owned subsidiary of Athena, a company controlled by Junan Hongrun

	2012	2011	Increase /	Increase /
	Revenues	Revenues	Decrease	Decrease
(in thousands of U.S. dollars)	($)	($)	($)	(%)
Chestnut	125,101,585	110,263,973	14,837,612	13.5%
Convenience food	79,575,069	72,887,580	6,687,489	9.2%
Frozen food	34,996,809	30,070,553	4,926,256	16.4%
Total	239,673,463	213,222,106	26,451,357	12.4%

	Year Ended December 31,
	2013	2012	Increase /		Increase /
	Revenues	Revenues	Decrease		Decrease
(inthousands ofU.S. dollars)	($)	($)	($)		(%)
Chestnut	114,709,005	125,101,585	(10,392,580	)	-8.3%
Convenience food	62,213,432	79,575,069	(17,361,637	)	-21.8%
Frozen food	38,357,348	34,996,809	3,360,539		9.6%
Total	215,279,785	239,673,463	(24,393,678	)	-10.2%

~~Category~~		~~Allocation of~~Increase
		~~Increase~~(Decrease) in
		Cost
		of Revenues
Category		(%)
Raw Materials		~~103.6%~~-3.0%
External Purchases		-42.9%
Other Allocated Overhead (depreciation, utilities, freight, equipment consumables)		~~2.6%~~2.1%
Wages		~~-6.2%~~30.9%

(thousands of U.S.	2012 Cost of	2011 Cost of	Increase/
dollars)	Revenues	Revenues	(Decrease)
(thousands of				2013 Cost of	2012 Cost of	Increase/
U.S. dollars)				Revenues ($)	Revenues ($)	(Decrease)
	($)	($)	(%)			(%)
Chestnut Products	96,325	86,986	10.7%	89,900	96,325	-6.7%
Convenience Products	62,820	57,500	9.3%	50,156	62,820	-20.2%
Frozen Products	29,420	23,722	24.0%	32,052	29,420	8.9%
Total	188,565	168,209	12.1%	172,108	188,565	-8.7%

~~(in U.S. dollars)~~		~~Increase in~~
		~~costs in 2012~~
		~~over 2011~~
~~Wages (sales personnel)~~		~~199,951~~
~~Transportation~~		~~689,235~~
~~Storage~~		~~443,361~~
~~Port Fee~~		~~816,556~~

~~(in U.S. dollars)~~	~~Increase~~Decrease in
	costs in 2013
(in U.S. dollars)	over 2012 ($)
Advertising	(45,712	)
Transportation	(485,222	)
Commission	(100,731	)
Port Fee	(1,076,115	)

	Decrease in
	costs in 2013
(in U.S. dollars)	over ~~2011~~2012 ($)
Wage and Benefit	~~309,595~~(218,904	)
~~Depreciation and Amortization~~Provision for Bad Debts	~~298,957~~(83,618	)
~~Travel Expense~~Social Security	~~99,590~~(136,910	)
~~Legal Fee~~Land Use Fees	~~77,633~~(83,450	)

Cash Flows Data:					For year ended December 31,
(in thousands of U.S. dollars)	For year ended December 31,				2013		2012
	2012		2011
Net cash flows provided by (used in) operating activities	8,955		(2,141	)	(8,446	)	8,955
Net cash flows provided by (used in) investing activities	(3,347	)	(16,217	)	(20,969	)	(3,347	)
Net cash flows provided by (used in) financing activities	8,325		17,009		28,988		8,325

	*Place of*	*Attributable equity*	*Registered*	*Place of*	*Attributable equity*	*Registered*
*Name of Company*	*incorporation*	*interest %*	*capital*	*incorporation*	*interest*	*capital*
			$		%	$
Shandong Lorain Co., Ltd	PRC	80.2	12,837,397	PRC	80.2	13,238,040
Luotian Lorain Co., Ltd	PRC	100	4,019,743	PRC	100	4,145,195
Junan Hongrun Foodstuff Co., Ltd	PRC	100	47,483,773	PRC	100	48,965,698
Beijing Lorain Co., Ltd	PRC	100	1,587,024	PRC	100	1,636,554
Shandong Greenpia Foodstuff Co.,Ltd	PRC	100	2,437,670
Dongguan Lorain Co,,Ltd	PRC	100	158,702
Shandong Greenpia Foodstuff Co., Ltd				PRC	100	2,513,747
Dongguan Lorain Co., Ltd				PRC	100	163,655
International Lorain Holding Inc.	Cayman Islands	100	49,386,219	Cayman Islands	100	50,927,518

	•	Source literature amendments. These amendments are considered necessary due to differences between source literature and the FASB ASC. The amendments primarily carry forward legacy document guidance and/or subsequent amendments into the FASB ASC. Often, either writing style or phrasing in the legacy documents did not directly relate to the FASB ASC format and style so that the meaning of certain guidance might have been unintentionally altered.
	•	~~Guidance clarification and reference corrections. These amendments include updated wording or corrected references, or a combination of both.~~
	•	~~Relocated guidance. These amendments primarily move authoritative literature guidance from one location to another location that is deemed more appropriate within the FASB ASC.~~

Name	Age	Position	Director Since
Si Chen	50	Chairman, Chief Executive Officer, President and Director	2007
Yundong Lu	38	Chief Operating Officer and Director	2008
Maoquan Wei	66	Director	2008
Dekai Yin	60	Director	2009
William Jianxiao Wu⁽¹⁾	35	Director	2013

Name	Age	Position	Executive Officer Since
Si Chen	50	Chairman, Chief Executive Officer, President and Director	2007
David She	29	Chief Financial Officer	2010
Yundong Lu	38	Chief Operating Officer and Director	2008

	•	~~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.~~

~~Name and~~ ~~Principal~~ ~~Position~~	~~Year~~	~~Salary~~ ~~($)~~	~~Stock Awards~~ ~~($)~~⁽¹⁾	~~Option Awards~~ ~~($)~~⁽²⁾	~~All Other~~ ~~Compensation~~ ~~($)~~⁽³⁾	~~Total~~ ~~($)~~
~~Si Chen~~ ~~Chief~~ ~~Executive~~ ~~Officer~~	~~2010~~ ~~2011~~ ~~2012~~	~~66,000~~ ~~66,000~~ ~~66,000~~	- -	- -	- -	~~66,000~~ ~~66,000~~ ~~66,000~~
~~David She~~ ~~Chief Financial~~ ~~Officer~~	~~2011~~ ~~2012~~	~~72,727~~ ~~90,909~~				~~72,727~~ ~~90,909~~

~~(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, 2012 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, 2012 for the assumptions made in the valuation of this award.

	Option Awards				Stock Awards

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)⁽¹⁾	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)
YundongLu	33,580		$1.58	7/27/14