Use these links to rapidly review the documentCARROLL SHELBY INTERNATIONAL INC. CONTENTS

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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-QSB

|ý                                                 | Quarterly report under Section 13 or 15 9(d) of the Securities Exchange Act of 1934A
|------------------------------------------------- | ------------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2003
|o                                                 | Transition report under Section 13 or 15(d) of the Securities Exchange Act          
|For the transition period from
 to               

Commission file number 000-49738

Carroll Shelby International Inc.(Exact Name of Small Business Issuer as Specified in Its Charter)

|Nevada(State or Other Jurisdiction of Incorporation or Organization)                                  
|------------------------------------------------------------------------------------------------------
|86-1012155(I.R.S. Employer Identification No.)                                                        
|11150 W. Olympic Boulevard, Suite 1050 Los Angeles, CA 90064(Address of Principal Executive Offices)  
|(310) 914-1843(Insurer's Telephone Number, Including Area Code)                                       
|Ginseng Forest, Inc.(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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

APPLICATION ONLY TO ISSUERS INVOLVED IN  BANKRUPTCY PROCEEDINGS DURING THE  PRECEDING FIVE YEARS

Check
whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan
confirmed by a court.

Yes o No ý

APPLICATION ONLY TO CORPORATE ISSUERS

State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 12,855,866 shares of common stock, $0.001 per value per share, as of
November 13, 2003. Transition Small Business Disclosure Format (check one):

Yes ý No o

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CARROLL SHELBY INTERNATIONAL INC.  CONTENTS



|FINANCIAL STATEMENTS         
|-----------------------------
|Balance Sheets               
|Statements of Operation      
|Statements of Cash Flow      
|Notes to Financial Statements

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CARROLL SHELBY INTERNATIONAL, INC.  CONSOLIDATED BALANCE SHEETS  September 30, 2003 (unaudited) and December 31, 2002

|                                            |                                                                                                                                                                                                               | September 30,
2003 |                             | December 31,
2002 |  
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | --------------------------- | ----------------- | -
|
|ASSETS                                      |                                                                                                                                                                                                               |                    |                             |                   |  
|CURRENT ASSETS:                             |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            | Cash and equivalents                                                                                                                                                                                          |                    | $                           | 449,332           |  
|                                            | Accounts receivable                                                                                                                                                                                           |                    |                             | 92,000            |  
|                                            | Inventory                                                                                                                                                                                                     |                    |                             | 601,358           |  
|                                            | Prepaid insurance                                                                                                                                                                                             |                    |                             | 67,844            |  
|                                            | Note receviable from related party                                                                                                                                                                            |                    |                             | 519,283           |  
|                                            | Other current assets                                                                                                                                                                                          |                    |                             | 15,885            |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            |                                                                                                                                                                                                               |                    | Total current assets        |                   |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            | Property and equipment, net                                                                                                                                                                                   |                    |                             | 241,041           |  
|                                            | Trademarks, trade names                                                                                                                                                                                       |                    |                             | 2,011,856         |  
|                                            | Other assets                                                                                                                                                                                                  |                    |                             | 4,858             |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            |                                                                                                                                                                                                               |                    | Total assets                |                   | $
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT       |                                                                                                                                                                                                               |                    |                             |                   |  
|CURRENT LIABILITIES:                        |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            | Accounts payable and accrued expenses                                                                                                                                                                         |                    | $                           | 453,666           |  
|                                            | Customer deposit                                                                                                                                                                                              |                    |                             | 457,015           |  
|                                            | Accrued tax liability                                                                                                                                                                                         |                    |                             |                  |  
|                                            | Advances from shareholder                                                                                                                                                                                     |                    |                             | 636,434           |  
|                                            | Notes payable to shareholder (Note 1)                                                                                                                                                                         |                    |                             | 2,980,000         |  
|                                            | Notes payable                                                                                                                                                                                                 |                    |                             |                  |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            |                                                                                                                                                                                                               |                    | Total current liabilities   |                   |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|COMMITMENTS (Note 6)                        |                                                                                                                                                                                                               |                    |                             |                   |  
|STOCKHOLDERS' DEFICIT                       |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            | Common stock-25,000,000 shares authorized, 12,982,666 issued and outstanding; $.001 par value as of September 30, 2003 (unaudited); 9,087,866 issued and outstanding; $.001 par value as of December 31, 2001 |                    |                             |                   |  
|                                            |                                                                                                                                                                                                               |                    | 12,983                      |                   |  
|                                            | Additonal paid in capital                                                                                                                                                                                     |                    |                             | 6,847             |  
|                                            | Accumulated deficit                                                                                                                                                                                           |                    |                             | (543,488          | )
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|                                            |                                                                                                                                                                                                               |                    | Total stockholders' deficit |                   |  
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  
|Total liabilities and stockholders' deficit |                                                                                                                                                                                                               | $                  | 4,003,457                   |                   | $
|                                            |                                                                                                                                                                                                               |                    |                             |                   |  

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

1

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CARROLL SHELBY INTERNATIONAL, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  For the Three and Nine Months Ended September 30, 2003 and 2002 (unaudited)

|                                                                          |                                     | For the
Three Months Ended
September 30, |            | For the
Nine Months Ended
September 30, |  
|------------------------------------------------------------------------- | ----------------------------------- | ---------------------------------------- | ---------- | --------------------------------------- | -
|
|
|Revenues:                                                                 |                                     |                                          |            |                                         |  
|                                                                          | Royalty income                      |                                          | $          | 174,565                                 |  
|                                                                          | Automobile and automobile products  |                                          |            | 849,906                                 |  
|                                                                          | Equipment rental                    |                                          |            |                                        |  
|                                                                          | Vintage automobile sales, net       |                                          |            |                                        |  
|                                                                          |                                     |                                          |            |                                         |  
|Total revenues                                                            |                                     |                                          | 1,024,471  |                                         |  
|Cost of good sold                                                         |                                     |                                          | 845,522    |                                         |  
|                                                                          |                                     |                                          |            |                                         |  
|Gross profit                                                              |                                     |                                          | 178,949    |                                         |  
|Expenses:                                                                 |                                     |                                          |            |                                         |  
|                                                                          | Selling and marketing expenses      |                                          |            | 141,309                                 |  
|                                                                          | General and administrative expenses |                                          |            | 520,959                                 |  
|                                                                          |                                     |                                          |            |                                         |  
|Total expenses                                                            |                                     |                                          | 662,268    |                                         |  
|                                                                          |                                     |                                          |            |                                         |  
|Loss from operations                                                      |                                     |                                          | (483,319   | )                                       |  
|Other income (expense):                                                   |                                     |                                          |            |                                         |  
|                                                                          | Sublease rental income              |                                          |            | 6,000                                   |  
|                                                                          | Interest income (expense)           |                                          |            | (44,006                                 | )
|                                                                          |                                     |                                          |            |                                         |  
|Total other income (expense)                                              |                                     |                                          | (38,006    | )                                       |  
|                                                                          |                                     |                                          |            |                                         |  
|Net income (loss) before provision for income taxes                       |                                     |                                          | (521,325   | )                                       |  
|Provision (benefit) for income taxes                                      |                                     |                                          | (54,000    | )                                       |  
|                                                                          |                                     |                                          |            |                                         |  
|Net income (loss)                                                         |                                     | $                                        | (467,325   | )                                       | $
|                                                                          |                                     |                                          |            |                                         |  
|Basic and diluted net income (loss) per share                             |                                     | $                                        | (0.04      | )                                       | $
|                                                                          |                                     |                                          |            |                                         |  
|Weighted average number of common shares outstanding  Basic and dilutive |                                     |                                          | 12,948,853 |                                         |  
|                                                                          |                                     |                                          |            |                                         |  

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

2

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CARROLL SHELBY INTERNATIONAL, INC.  STATEMENTS OF CASH FLOWS  For the Nine Months Ended September 30, 2003 and 2002 (unaudited)

|                                                                           |                                                 | For the Nine Months Ended September 30, |  
|-------------------------------------------------------------------------- | ----------------------------------------------- | --------------------------------------- | -
|
|
|Cash Flow from operating activities:                                       |                                                 |                                         |  
|                                                                           | Net loss                                        |                                         | $
|Adjustments to reconcile net loss to net cash used in operating activities |                                                 |                                         |  
|                                                                           | Depreciation and amortization                   |                                         |  
|                                                                           | Change in working capital                       |                                         |  
|                                                                           |                                                 |                                         |  
|                                                                           | Net cash flows used in operating activities     |                                         |  
|                                                                           |                                                 |                                         |  
|Cash flows from investing activities:                                      |                                                 |                                         |  
|                                                                           | Purchase of property and equipment              |                                         |  
|                                                                           | Sale of fixed asset, net                        |                                         |  
|                                                                           |                                                 |                                         |  
|                                                                           | Net cash flows used in investing activities     |                                         |  
|                                                                           |                                                 |                                         |  
|Cash flow from financing activities:                                       |                                                 |                                         |  
|                                                                           | Repayment of notes payable                      |                                         |  
|                                                                           | Net advances from shareholder                   |                                         |  
|                                                                           | Notes payable to shareholder                    |                                         |  
|                                                                           | Note receivable to related party                |                                         |  
|                                                                           | Redemption of warrants                          |                                         |  
|                                                                           |                                                 |                                         |  
|                                                                           | Net cash flows provided by financing activities |                                         |  
|                                                                           |                                                 |                                         |  
|                                                                           | Net increase (decrease) in cash and equivalents |                                         |  
|                                                                           | Cash and equivalents, at beginning of period    |                                         |  
|                                                                           |                                                 |                                         |  
|                                                                           | Cash and equivalents, at end of period          |                                         | $
|                                                                           |                                                 |                                         |  

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

3

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Carroll Shelby International Inc.  Notes to the Consolidated Financial Statements  September 30, 2003

NOTE 1HISTORY AND ORGANIZATION OF THE COMPANY

The Company was originally organized on December 4, 2000 (Date of inception) under the laws of the State of Nevada, as Ginseng Forest, Inc. Through
June 23, 2003 the Company had no operations and in accordance with SFAS No.7, the Company was considered a development stage company.

On
June 23, 2003, the Company closed its previously announced agreement (the "Exchange Agreement") to acquire all of the outstanding common stock of Carroll Shelby
Licensing, Inc. ("CSL") and Shelby Automobiles, Inc. ("SAI"), a recently formed entity, for 9,087,866 shares of Ginseng Forest, Inc. common stock and a promissory
note issued by Ginseng Forest, Inc. to the Shelby Companies security holders in the amount of $2,000,000 due December 31, 2003. The stock exchange between the entities was considered a
reverse acquisition. Under reverse acquisition accounting, CSL was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of
Ginseng Forest, Inc. Ginseng Forest, Inc. had minimal assets and no liabilities. Its name was changed to Carroll Shelby International, Inc. in September, 2003.

Carroll
Shelby Licensing, Inc. was originally incorporated as O T C Packaging Company in Texas on April 22, 1986. In June 1998, the Company became Shelby American
Management, Inc. and a final name change to Carroll Shelby Licensing, Inc. was approved in March, 1999. Carroll Shelby Licensing, Inc. owns and licenses various trademarks and
intellectual properties for Carroll Shelby and related names.

Carroll
Shelby Licensing, Inc. revenues are substantially royalties derived from licensing agreements with domestic companies including manufacturers of automobiles and
accessories, clothing, video games and miscellaneous items.

Shelby
Automobiles Inc. ("SAI") was incorporated as a Nevada corporation in 2003 for the purpose of manufacturing high performance Shelby vehicles under the guidance of Carroll
Shelby and is involved in prototype manufacturing, design and engineering projects. SAI plans to expand through a dealer
network and direct sales under a license agreement with CSL. SAI began operations in the third quarter of 2003.

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Unaudited Financial Information

The unaudited financial information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of
management, are necessary to fairly state the Company's financial position, the results of operations, and cash flows for the periods presented. The results of operations for the three and nine months
ended September 30, 2003 are not necessarily indicative of results for the entire fiscal year ending December 31, 2003.

The
information with respect to the three and nine months ended September 30, 2003 and 2002 is unaudited.

Revenue Recognition

SAI

Customers
execute sales contracts and make a deposit with their original order for a Cobra car. Sales revenues are recognized when a car is completed and shipped.

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CSL

Revenues
are royalties derived from licensing agreements with domestic companies including manufacturers of automobiles and accessories, clothing, video games and miscellaneous items.
Revenues are recognized in accordance with the terms of the licensing agreements. Revenue from the rental of equipment and office space is recorded in the period that it is earned. In the second
quarter of 2003 the Company sold a vintage Daytona Coupe. This sale was recorded upon the date the automobile title transferred from the Company to the purchaser.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers money market funds with maturities of three months or less to be cash equivalents.

Accounts Receivable

The Company uses the allowance method for accounting for bad debts. At September 30, 2003, the Company's management believes all receivables are
collectible.

Inventories

Inventories as of September 30, 2003 are held by SAI for the production of Cobra automobiles. Raw materials inventory represent automotive component parts
and materials. Raw materials are stated at standard costs which are evaluated periodically. Work in process inventory represents unfinished Cobra automobiles. Work in process inventory is accumulated
at standard costs based on estimated stage of completion for each Cobra automobile. Variances from standard costs are charged to cost of goods sold as incurred. As of September 30, 2003
inventories consisted of the following:

Raw Materials

$
Work in process


601,358Finished automobiles


$
601,358


Intangible Asset

As a result of the acquisition of CSL and SAI $2,011,856 of intangible asset has been recorded. This intangible asset represents trademarks and trade names
associated with Carroll Shelby. This intangible asset has yet to be appraised. During the fourth quarter of 2003, the Company intends to engage a third party appraiser to support the value
established.

Property and Equipment

All property and equipment are stated at cost. Depreciation is computed using the straight-line methods over useful lives ranging from 3 to
10 years.

Comprehensive Income

The Company utilizes SFAS No. 130, "Reporting Comprehensive Income". This statement establishes standards for reporting comprehensive income and its
components in a financial statement.

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Comprehensive
income as defined includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are
excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Comprehensive income is not
presented in the Company's financial statements since the Company did not have any of the items of comprehensive income in any period presented.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company would recognize an impairment loss
based on the estimated fair value of the asset.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-based Compensation", establishes and encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the fair value of stock based compensation determined as of the date of grant and is recognized over the periods in which
the related services are rendered. The statement also permits companies to elect to continue using the current implicit value accounting method specified in Accounting Principles Bulletin ("APB")
Opinion No. 25, "Accounting for Stock issued to Employees", to account for stock-based compensation issued to employees.

The
Company has elected to use the intrinsic value based method and when necessary disclose the pro forma effect of using the fair value based method to account for its stock-based
compensation.

Income Taxes

By virtue of the exchange agreement, Carroll Shelby Licensing Inc. was converted from an S Corporation to a C Corporation. The impact on this conversion is
not material to the financial position or statement of operations of the Company.

Since
June 23, 2003, the Company uses the asset and liability method of accounting for income taxes. The asset and liability method accounts for deferred income taxes by applying
enacted statutory rates in effect for periods in which the difference between the book value and the tax bases of assets and liabilities are scheduled to reverse. The resulting deferred tax asset or
liability is adjusted to reflect changes in tax laws or rates. Because the Company has incurred loses from operations in prior years and through 2003, no benefit is realized for the any tax assets.

For
the nine months ended September 30, 2003, the tax provision on the Company's statement of operations represents the minimum state taxes due.

Income (Loss) per Share

Basic income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding.
Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been
outstanding if the potential

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common
shares had been issued and if the additional common shares were dilutive. When the Company has incurred net losses, basic and diluted loss per share are the same.

Estimates

The preparation of financial statements in conformity with generally accepted account principles 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, as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, inventories and accounts payable approximate fair value due to the short-term nature of those
instruments.

Statement of Cash Flow

In connection with the acquisition of CSL and SAI the following non cash transaction was recorded for the nine months ended September 30, 2003:

Issuance of common stock

$
11,806Issuance of Note Payable for common stock

$
2,000,000Purchase of Intangible assets

$
2,011,806


For
the three months ended September 30, 2003 and 2002 no income taxes were paid. For the nine months ended September 30, 2003 and 2002 income taxes paid was $800. Interest
paid for the three and nine months ended September 30, 2003 was $800. Interest paid for the three and nine months ended September 30, 2002 was $8,720 and $14,086, respectively.

Reclassification

Certain prior year items have been reclassified to conform to the current year's presentation

NOTE 3PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2003 and December 31, 2002 consisted of the following:

|                                 |  | September 30, 2003 |           | December 31, 2002 |  
|-------------------------------- |  | ------------------ | --------- | ----------------- | -
|Truck with trailer               |  | $                  | 478,079   |                   | $
|Airplane                         |  |                    | 310,382   |                   |  
|Automobiles                      |  |                    | 212,031   |                   |  
|Furniture and equipment          |  |                    | 44,170    |                   |  
|Machinery, tooling and equipment |  |                    | 17,075    |                   |  
|Leasehold improvements           |  |                    | 121,405   |                   |  
|                                 |  |                    |           |                   |  
|                                 |  |                    | 1,183,142 |                   |  
|Less accumulated depreciation    |  |                    | (942,101  | )                 |  
|                                 |  |                    |           |                   |  
|                                 |  | $                  | 241,041   |                   | $
|                                 |  |                    |           |                   |  

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Depreciation
expense for the three and nine months ended September 30, 2003 is $39,644 and $111,152, respectively. Depreciation expense for the three and nine months ended
September 30, 2002 is $35,254 and $103,239, respectively.

NOTE 4NOTES PAYABLE TO SHAREHOLDER

The following notes are outstanding as of September 30, 2003:

A
notes payable for $2,000,000 payable to the Shelby Companies security holders which is due on December 31, 2003 and is non interest bearing.

On
July 1, 2003, the Company obtained a $980,000 bridge note payable from its majority shareholder. This note matures on January 1, 2004 and bears interest at 1.5% per
month from the date the funds are advanced. If the note is not paid by the maturity date the Company will issue 300,000 options to purchase common stock at $1.50 per share to the noteholer. The
options will vest over a three year period.

NOTE 5RELATED PARTY TRANSACTIONS

The Company's principal shareholder holds the trademarks that are the subject of its licensing agreement. The shareholder has assigned all rights and obligations
of the trademarks to the Company and it enters into the related licensing agreements directly. The Company has a non-exclusive licensing agreement for the trademarks with a related entity
owned by its shareholder. The Company received nothing for the three and nine months ended September 30, 2003. However, the Company received $30,000 and $165,000, respectively for the three and
nine months ended September 30, 2002.

In
addition, the Company rents certain of its transportation equipment to a related entity partially owned by its principal shareholder. The Company received no revenue from this lease
in fiscal 2003. For the three and nine months ended September 30, 2002 the Company received $29,648 and $88,944, respectively.

The
Company also subleases a portion of its office space to related entities. During the three and nine months ended September 30, 2003 and 2002 it received $6,000 and $18,000,
respectively and $6,000 and $16,000, respectively.

The
Company's principal shareholder advances funds for operating capital from time to time. These advances are non-interest bearing and do not have a due date. Repayments are
made when working capital is adequate. The outstanding balances of such advances as of September 30, 2003 and December 31, 2002 were $636,434 and $314,467, respectively.

In
connection with the issuance of the $980,000 shareholder note payable described in Note 4, a shareholder received a $50,000 financing fee during the quarter ended
September 30, 2003.

See
Note 4. Note Payable to Shareholder.

The
Company has a director whom also performs legal services for the Company. For the three and nine months ended September 30, 2003 and 2002, total expenditures related to this
legal fees were $974 and $5,763, respectively and $1,517 and $6,544, respectively.

As
of September 30, 2003 the Company has a $519,283 receivable due from a Company which is 25% owned the Company's majority shareholder.

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NOTE 6COMMITMENTS

The Company leases certain office space under the terms of a joint and several lease agreement with an unrelated cotenant. If the cotenant could not meet its
obligation under the lease, the Company would be required to assume additional rental expenses.

NOTE 7SHAREHOLDERS EQUITY

In July 2003 the Company issued 126,800 shares of common stock from the exercise of a warrant. The value of this transaction, $6,974, was recorded to paid
in capital and common stock.

NOTE 8SUBSEQUENT EVENT

On October 31, 2003, the Company announced it has entered into a non binding letter of intent to acquire automotive supercharger developer and manufacturer
Allen Engine Development Inc. This acquisition will provide an extended reach for the Shelby brand into the growing automotive aftermarket and performance parts market. In addition, once the
Allen Engine Development acquisition is completed it will give the Company tremendous depth in engineering services, which include research and development, CAD support, prototyping as well as full
CNC machining services.

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

Cautionary Statement

You should read the following discussion and analysis in conjunction with the Financial Statements and related Notes thereto contained elsewhere in this
Form 10-QSB ("Report"). The information in this Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to
carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the SEC.

The
section entitled "Risk Factors" set forth in this Report in our other SEC filings; discuss some of the important risk factors that may affect our business, results of operations and
financial condition. You should carefully consider those risks, in addition to the other information in this Report and in our other filings with the SEC, before deciding to invest in our company or
to maintain or increase your investment.

This
Report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements
by terminology such as "may," "will," "should," "except," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology.
These statements are only predictions. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.

Therefore,
our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this
Report to conform such statements to actual results or to changes in our expectations.

Overview

The Company was originally organized on December 4, 2000 (Date of inception) under the laws of the State of Nevada, as Ginseng Forest, Inc. Through
June 23, 2003 the Company had no operations and in accordance with SFAS No. 7, the Company was considered a development stage company.

On
June 23, 2003, the Company closed its previously announced agreement (the "Exchange Agreement") to acquire all of the outstanding common stock of Carroll Shelby
Licensing, Inc. and Shelby Automobiles, Inc. (the "Shelby Companies") for 9,087,866 shares of Ginseng Forest, Inc. common stock and a promissory note issued by Ginseng
Forest, Inc. to the Shelby Companies security holders in the amount of $2,000,000 due December 31, 2003.

In
1997, Shelby American Inc. and its subsidiaries obtained a license agreement from CSL to produce and manufacture the Cobra automobile. In 2003 Shelby American Inc.
defaulted on its royalty agreements with CSL and was unable to continue as a going concern. In the third quarter of 2003, SAI entered into a possession and management agreement with Shelby
American Inc. to protect its tradename and customer loyalty by continuing production of customer ordered Cobras and keeping its showroom facility open that operates daily tours. SAI is
evaluating the risks and benefits of acquisition of certain Shelby American subsidiaries versus the purchase of certain assets of those subsidiaries or beginning production of Cobra cars in a
completely new start up operation. It expects to finalize its evaluation during the fourth quarter of 2003.

Plan of Operations

The Company's strategy is to aggressively pursue new licensing channels for its historic and prominent intellectual properties and hallmark brands such as Shelby
Cobra, 427 S/C, FIA 289, Cobra

10

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Daytona
Coupe, GT 350 and GT 500. This process will be achieved through acquisitions and strategic alliances.

In
the third quarter of 2003 the Company, through SAI has begun the production of Cobra automobiles. The Company plans to expand its dealer network and direct sales under a license
agreement with CSL.

On
October 31, 2003, the Company announced it has entered into a letter of intent to acquire automotive supercharger developer and manufacturer Allen Engine
Development Inc. This acquisition
will provide an extended reach for the Shelby brand into the growing automotive aftermarket and performance parts market. In addition, once the Allen Engine Development acquisition is completed it
will give the Company tremendous depth in engineering services, which include research and development, CAD support, prototyping as well as full CNC machining services.

Company's Description

Carroll
Shelby Licensing Inc.

Carroll
Shelby Licensing, Inc. was originally incorporated as O T C Packaging Company in Texas on April 22, 1986. In June 1998, the Company became Shelby American
Management, Inc. and a final name change to Carroll Shelby Licensing, Inc. was approved in March 1999. Carroll Shelby Licensing, Inc. is the exclusive holder of automotive
manufacturer and entrepreneur Carroll Shelby's trademarks, vehicle design rights, and other intellectual properties, which include some of the world's most famous muscle cars and high performance
vehicles, including the car that brought home to the U.S. its first and only FIA World Manufactures Championship in 1965, the famous 1965 Shelby Cobra Daytona Coupe. CSL also holds trademark rights
for Shelby-branded apparel, accessories and collectibles.

Carroll
Shelby Licensing, Inc. revenues are substantially royalties derived from licensing agreements with foreign and domestic companies including manufacturers of automobiles
parts and accessories, die-cast, plastic and other models of famous Shelby vehicles, clothing, computer and video games, collectables and various products.

Shelby
Automobiles Inc.

Shelby
Automobiles Inc. ("SAI") was incorporated as a Nevada corporation in 2003 for the purpose of manufacturing high performance Shelby vehicles under the guidance of Carroll
Shelby and is involved in prototype manufacturing, design and engineering projects. SAI plans to expand through a dealer network and direct sales under a license agreement with CSL. In the third
quarter of 2003 SAI began operations.

Revenues

Total revenues increased by $1,055,173 or 216% from $487,431 for the nine months ended September 30, 2002, to $1,542,604 for the nine months ended
September 30, 2003, and revenues
increased by $799,090 or 355% from $225,381 for the three months ended September 30, 2002, to $1,024,471 for the three months ended September 30, 2003. The overall increase in our
revenues for the three and nine months ended September 30, 2003 versus the same time period in 2002 is primarily due to the sales of Cobra cars beginning in the most recent quarter. Total
revenue generated from car sales for the nine months ended September 30, 2003 increased $849,906. These revenues were generated from the sale of 9 Cobras and approximately $68,000 of Cobra
performance and other automobile products.

Royalty
and other revenues decreased $152,429 or 31% from $487,431 for the nine months ended September 30, 2002, to $335,002 for the nine months ended September 30, 2003,
and revenues

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decreased
by $50,816 or 23% from $225,381 for the three months ended September 30, 2002, to $174,565 for the three months ended September 30, 2003. For the nine months ended
September 30, 2003, the decrease in revenues over the same period in 2002 is primarily attributable to the decrease in rental revenues from a related entity under common control. Royalty
revenue for the nine months ended September 30, 2003 compared to the same period in 2002 decreased $63,486, from $398,488 in fiscal 2002 to $335,002 in fiscal 2003. The decrease in royalty
revenue for the nine months ended September 30, 2003 versus the same period in 2002 is attributable to the loss of royalty income from certain related affiliates under common ownership. For the
nine months ended September 30, 2002 this affiliate accounted for $204,250 of the royalty revenue. However, in fiscal 2003, the Company is expanding and improving its royalty and licensee base
by increasing the number of licensees and placing less reliance on revenue from these related entities.

Equipment
rental income is made up of a tractor-trailer display that is used to promote various Shelby licensed automobiles. In 2002 this equipment was being leased by a related entity
for $88,944 for the nine months ended September 30, 2002 and $29,648 for the three months ended September 30, 2002. In 2003, the related entity was unable to pay its monthly lease
payments and as a result no revenue was recorded for the nine and three months ended September 30, 2003. The Company does not anticipate any significant revenue for the last quarter of 2003 for
the rental of this equipment.

Cost of Sales

Cost of sales represents the costs associated with the production of the Cobra automobiles and the cost of the performance and other related automotive products.
Cost of goods sold includes unabsorbed overhead associated with the start up of the Cobra car production operation. Total cost of sales for the three and nine months ended September 30, 2003 is
$845,522. For the three and nine months ended September 30, 2002 there were no automobile or performance product sales.

Selling and Marketing Expense

Selling and marketing expense increased by $29,180 or 10% from $299,165 for the nine months ended September 30, 2002, to $328,345 for the nine months ended
September 30, 2003, and selling and marketing expenses increased by $62,444 or 79% from $78,865 for the three months ended September 30, 2002, to $141,309 for the three months ended
September 30, 2003.

Selling
expenses during the nine and three month periods ended September 30, 2003 included CSL expenditures for transportation, business gifts, depreciation, meals and
entertainment, printing and reproduction, promotion and public relations, research, trademark support, travel and video duplication. Selling expenses for SAI during the three and nine month periods
ended September 30, 2003 included expenditures for advertising, promotions and travel.

The
overall increase in Selling and Marketing expense for the three and nine months ended September 30, 2003 versus the same time period in 2002 is attributable to advertising,
promotional and travel expenditures of $72,398 associated with the beginning of operations at SAI in the third quarter of 2003. The increase in overall selling and marketing expenses attributed to SAI
was offset by a decrease in these expenditures at CSL. For the three and nine month period ended September 30, 2002, CSL was promoting the 40th anniversary of the Shelby Cobra. In
2003 CSL did not having any extraordinary marketing campaigns as it did in 2002. In addition, CSL's selling and marketing expense decreased in the third quarter of fiscal 2003 versus
the same period in fiscal 2002 because CSL was not required to make a payment for trademark political support in the third quarter of 2003 as it did in the third quarter of 2002.

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General and Administrative Expenses

General and Administrative expense decreased by $55,109 or 7% from $782,539 for the nine months ended September 30, 2002, to $727,430 for the nine months
ended September 30, 2003, and general and administrative expenses increased by $118,310 or 29% from $402,649 for the three months ended September 30, 2002, to $520,959 for the three
months ended September 30, 2003.

General
and Administrative expenses during the three and nine months ended September 30, 2003 and 2002 include expenditures from CSL and SAI for professional services,
depreciation, utilities, payroll, bank services charges, office expenditures and property taxes.

For
the three and nine months ended September 30, 2003 general and administrative expenses included $347,179 associated with the beginning of operations at SAI in the third
quarter of 2003. The general and administrative expenses attributable to SAI were offset by significant reductions in legal expenditures at CSL during the same time period. The net result was an
overall decrease in general and administrative expenses. Protection of the Company's trade name and trademarks is paramount to the Company's existence. During fiscal 2002, the Company was incurring
legal fees associated with its Superformance lawsuit. No expenditures for this lawsuit were incurred in 2003. Through September 30, 2003, the Company has not incurred any significant fees for
legal proceedings associated with CSL. The increase in general and administrative expenses for the three months ended September 30, 2003 versus the same time periods in 2002 is primarily due to
the SAI operations and as noted above offset by reduced legal fees in CSL.

Other Income and (Expense)

Other income (expense) increased by $21,144 from ($6,279) for the nine months ended September 30, 2002, to $(27,422) for the nine months ended
September 30, 2003, and other income increased by $35,579 from $(2,427) for the three months ended September 30, 2002, to $(38,006) for the three months ended September 30, 2003.

The
increase in other income (expense) for the three and nine months ended September 30, 2003 versus the same time period for 2002 is primarily attributable to the increase
accrued interest expense associated with the Notes Payable from Shareholder.

Provision for Income Taxes

The provision for income taxes as of September 30, 2002 and 2003 reflects the minimum state tax due.

Liquidity and Capital Resources

During the nine months ended September 30, 2003, cash used in operating activities was $155,208. The net cash used in operations is primarily attributable
to the Company's loss before depreciation and amortization. Specifically, the loss incurred by the Company through the start up of its SAI operations in third quarter of 2003.

During
the nine months ended September 30, 2003, net cash used in investing activities of $132,201 was primarily a result of the purchase of property and equipment associated with
the start up of SAI.

For
the nine months ended September 30, 2003, net cash provided by financing activities of $713,812, consisted primarily of $329,788 of shareholder advances and a $980,000 note
payable from the majority shareholder. The proceeds from this note were used to fund the start up of operations at SAI. Decreases in financing activities were attributable to the payment of an
installment note for CSL's transportation equipment. In addition, the Company loaned $519,283 to a related entity.

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In
August 2003, the Company retained an investment banker to provide, among other services, assistance with Company's financing efforts as it attempts to secure additional capital
for product development, possible acquisitions and working capital an assist the Company with general business strategy and advice regarding listing on a national exchange.

On
October 31, 2003, the Company announced it has entered into a non-binding letter of intent to acquire automotive supercharger developer and manufacturer Allen Engine
Development Inc. This acquisition will provide an extended reach for the Shelby brand into the growing automotive aftermarket and performance parts market. In addition, once the Allen Engine
Development acquisition is completed it will give the Company tremendous depth in engineering services, which include research and development, CAD support, prototyping as well as full CNC machining
services.

Currently,
the Company is dependent upon its majority shareholder to provide liquidity form any shortfall in cash provided by operations. If this shareholder does not continue to provide
funding for the Company this will have an adverse material impact on the statement of financial position for the Company and its operations.

The
Company believes that inflation has not had a material impact on it operations.

Critical Accounting Policies

We believe that our accounting policy for long-lived assets and fair value of financial instruments are critical accounting policies that
significantly impact our financial statements. Our accounting policy of long-lived assets is as follows:

We
assess the fair value and recoverability of our long-lived assets whenever events and circumstances indicate the carrying value of an asset may not be recoverable from
estimated future cash flows expected to result from its use and eventual disposition. In doing so, we make assumptions and
estimates regarding future cash flows and other factors to make our determination. The fair value of our long-lived assets is dependent upon the forecasted performance of our business,
changes in the various industries, and the overall economic environment. When we determine that the carrying value of our long-lived assets may not be recoverable, we measure any
impairment based upon the excess of the carrying value that exceeds the estimated fair value of the assets. As a result of these reviews, we have not yet recognized any impairment losses as of
September 30, 2003.



You should carefully consider the following risks and the other information contained in this Report and in our other filings with the Securities and Exchange
Commission before you decide to invest in us or to maintain or increase your investment. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties
may also adversely impact and impair our business. If any of the following risks actually occur, our business, results of operations or financial condition would likely suffer. In such case, the
trading price of our Common Stock could decline, and you may lose all or part of your investment.



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Item 3. Controls and Procedures

Within the 90 days prior to the date of filing this Quarterly Report of Form 10-QSB, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including its President (principal executive officer) and its Treasurer (chief financial officer), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President (principal
executive officer) and its Treasurer (chief financial officer) concluded that the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information
relating to the Company required to be included in the Company's periodic SEC filings. Subsequent to the date of that evaluation, there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no known legal actions that are either pending or threatened against Carroll Shelby International, Inc., nor are there any asserted or unasserted
potential claims of which management is aware. With respect to the wholly owned subsidiaries of Carroll Shelby International, Inc., specifically: Carroll Shelby Licensing, Inc. and
Shelby Automobiles, Inc., there are no pending or threatened legal actions of which management is currently aware. Contingent claims, however, have been asserted against Carroll Shelby
Licensing, Inc. by a representative of one of its former licensees, and certain shareholders and creditors of said former licensee (to wit: the company formerly known as Shelby
American, Inc., now American Inc., Venture-Nevada LLC, Larry Winget and Venture Mold & Engineering). These contingent claims arise from allegations to the effect that the license
agreement with the company formerly known as Shelby American, Inc. should not have been terminated for lack of payment of royalties due under said agreement. Management has investigated the
basis under which Carroll Shelby Licensing, Inc. terminated the license agreement with Shelby American, Inc. and has determined that there were in fact good, valid legal reasons for
termination of said license agreement based upon, among other reasons, the undisputed nonpayment of royalties over a 3-year time period of an amount in excess of $1 million.
Furthermore the Company believes that Carroll Shelby Licensing, Inc. has a good and valid legal claim against the company formerly known as Shelby American, Inc., for nonpayment of
royalties in an amount in excess of $1 million. Collection of these royalties, however, would be dependent upon the outcome of future legal proceedings and the ability of Carroll Shelby
Licensing, Inc. to collect on the assets of the company formerly known as Shelby American, Inc., a privately held Texas corporation.

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Debt.

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on 8-K

Exhibits

|Number |  | Description                                                                                        
|------ |  | ---------------------------------------------------------------------------------------------------
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2   |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1   |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2   |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Reports of Form 8-K

Reports of Form 8-K

On August 15, 2003, the Registrant filed a report of Form 8K disclosing a change in the Company's auditors from Beckstead and Watts, LLP, Certified
Public Accountants to Spicer, Jeffries & Co., Certified Public Accountants.

On
August 25, 2003, the Registrant filed a report of Form 8K/A amending the form 8K dated June 23, 2003. The purpose of this form 8-K/A is
to include the financial statements and financial information required as a result of the closing of the Exchange Agreement between Ginseng Forest, Inc. and Carroll Shelby Licensing Inc.
and Shelby Automobilies, Inc.

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SIGNATURES

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

|                        |  | CARROLL SHELBY INTERNATIONAL INC.
(Registrant)
|----------------------- |  | ----------------------------------------------
|Date: November 14, 2003 |  | By:                                           
|Date: November 14, 2003 |  | By:                                           

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