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

                           FORM 10-QSB

(Mark One)
 [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                   For the quarterly period ended March 31, 2003

 [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
            For the transition period from ___________ to __________

                Commission file number 000-49738

                      Ginseng Forest, Inc.
              -----------------------------------
  (Exact name of small business issuer as specified in its charter)

              Nevada                        86-1012155
         ----------------             ------------------------
     (State or jurisdiction of    (I.R.S. Employer Identification
  incorporation or organization)               No.)

                     3812 North Gallatin Street
                           Mesa, AZ 85215
                 -----------------------------------
              (Address of principal executive offices)

                          (480) 985-0749
                      ---------------------
                   (Issuer's telephone number)

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


        APPLICABLE 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 l2, 13 or 15(d) of the  Exchange
Act  after  the distribution of securities under a plan confirmed
by a court.  Yes [ ]   No [ ]

              APPLICABLE 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:
Common  Stock, 3,768,000 shares issued and outstanding as of  May
13, 2003.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]




                             PAGE-1-






                        TABLE OF CONTENTS

                                                                       PAGE

PART I - FINANCIAL INFORMATION                                           3

 Item 1. Financial Statements.                                           3

 Item 2. Management's Analysis of Financial Condition and Plan
 of Operation.                                                          12

 Item 3. Controls and Procedures                                        13


PART II - OTHER INFORMATION                                             14

 Item 1. Legal Proceedings.                                             14

 Item 2. Changes in Securities.                                         14

 Item 3. Defaults Upon Senior Securities.                               14

 Item 4. Submission of Matters to a Vote of Security Holders.           14

 Item 5. Other Information.                                             14

 Item 6. Exhibits and Reports on Form 8-K.                              14


SIGNATURES                                                              15



















                             PAGE-2-




                 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited financial statements are included as part
of this report:

*  Balance Sheet as of March 31, 2003.

*  Statements  of Operations for the Three Months Ended  March
   31,  2003 and March 31, 2002, and the Period December  4,  2000
  (inception) to March 31, 2003.

*  Statements  of Cash Flows for the Three Months Ended  March
   31,  2003 and March 31, 2002, and the Period December  4,  2000
  (inception) to March 31, 2003.

*  Notes to Financial Statements

































                             PAGE-3-

















                      Ginseng Forest, Inc.
                  (A Development Stage Company)

                          Balance Sheet
                              as of
                         March 31, 2003

                               and

                    Statements of Operations
                   for the Three Months Ended
                    March 31, 2003 and 2002,
                       and For the Period
         December 4, 2000 (Inception) to March 31, 2003

                               and

                           Cash Flows
                   for the Three Months Ended
                    March 31, 2003 and 2002,
                       and For the Period
         December 4, 2000 (Inception) to March 31, 2003




















                             PAGE-4-






                        TABLE OF CONTENTS


                                             Page

Independent Accountants' Review Report         1

Balance Sheet                                  2

Statements of Operations                       3

Statements of Cash Flows                       4

Footnotes                                      5



































                             PAGE-5-




Beckstead and Watts, LLP
Certified Public Accountants
                                          3340 Wynn Road, Suite B
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                                 702.362.0540 fax

             INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors
Ginseng Forest, Inc.
(a Development Stage Company)
Mesa, AZ

We  have  reviewed  the  accompanying balance  sheet  of  Ginseng
Forest, Inc. (a Nevada corporation) (a development stage company)
as of March 31, 2003 and the related statements of operations for
the three-months ended March 31, 2003 and 2002 and for the period
December 4, 2000 (Inception) to March 31, 2003, and statements of
cash flows for the three-months ended March 31, 2003 and 2002 and
for  the  period December 4, 2000 (Inception) to March 31,  2003.
These   financial  statements  are  the  responsibility  of   the
Company's management.

We conducted our reviews in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  procedures to financial  data,  and  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted   in   accordance  with  generally  accepted   auditing
standards,  which will be performed for the full  year  with  the
objective  of  expressing  an  opinion  regarding  the  financial
statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based   on  our  reviews,  we  are  not  aware  of  any  material
modifications  that should be made to the accompanying  financial
statements  referred to above for them to be in  conformity  with
generally accepted accounting principles in the United States  of
America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  2  to the financial statements, the Company has had limited
operations  and  has not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plans in regard to these matters are
also  described  in  Note  2.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.

Beckstead  and  Watts, LLP has previously audited, in  accordance
with generally accepted auditing standards, the balance sheet  of
Ginseng Forest, Inc. (a development stage company) as of December
31, 2002, and the related statements of operations, stockholders'
equity,  and  cash flows for the year then ended  (not  presented
herein)  and in our report dated February 26, 2003, we  expressed
an unqualified opinion on those financial statements.

/s/ Beckstead and Watts, LLP
----------------------------
May 9, 2003



                            PAGE-6-F1





                      Ginseng Forest, Inc.
                  (a Development Stage Company)
                         Balance Sheets
                           (unaudited)


                                                   March 31,
                                                     2003
Assets                                         -----------------

Current assets:
  Cash                                          $      21,429
  Inventory                                               493
  Prepaid expenses                                        625
                                               -----------------
    Total current assets                               22,547
                                               -----------------
Fixed assets, net                                       1,325

                                                $      23,872
                                               =================
Liabilities and Stockholder's Equity

Current liabilities:
  Accounts payable                              $         290
  Payroll liabilities                                     765
  Accrued executive compensation                       16,500
                                               -----------------
    Total current liabilities                          17,555
                                               -----------------
Stockholder's equity:
  Common stock, $0.001 par value, 25,000,000
 shares
    authorized, 3,768,000 shares issued and
   outstanding                                          3,768
  Additional paid-in capital                           71,732
  (Deficit) accumulated during development
 stage                                                (69,183)
                                               -----------------
                                                        6,317
                                               -----------------
                                                $      23,872
                                               =================



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







                            PAGE-7-F2





                      Ginseng Forest, Inc.
                  (a Development Stage Company)
                    Statements of Operations
                           (unaudited)


                                           Three Months Ended     December 4,
                                                                    2000
                                               March 31,        (Inception) to
                                           2003         2002    March 31, 2003
                                         ----------   ----------   -----------

Revenue                                   $      -     $      -     $       -
                                         ----------   ----------   -----------
Expenses:
 General and administrative expenses         5,444       11,683        47,480
 General and administrative expenses -
related party                                4,500        1,500        21,500
 Depreciation                                   76            -           203
                                         ----------   ----------   -----------
  Total expenses                            10,020       13,183        69,183
                                         ----------   ----------   -----------
Net (loss)                                $(10,020)    $(13,183)    $ (69,183)
                                         ==========   ==========   ===========
Weighted average number of
 common shares outstanding - basic and   3,768,000    2,936,756
fully diluted                            ==========   ==========

Net (loss) per share - basic & fully      $  (0.00)    $  (0.00)
diluted                                  ==========   ==========




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












                            PAGE-8-F3





                      Ginseng Forest, Inc.
                  (a Development Stage Company)
                    Statements of Cash Flows
                           (unaudited)


                                           Three Months Ended     December 4,
                                                                    2000
                                               March 31,        (Inception) to
                                           2003         2002    March 31, 2003
                                         ----------   ----------   -----------
Cash flows from operating
activities
Net (loss)                                $(10,020)    $(13,183)    $ (69,183)
     Shares issued for services                  -            -         2,000
     Depreciation                               76                        203
Adjustments to reconcile net (loss)
to
    net cash (used) by operating
   activities:
     (Increase) in inventory                     -            -          (493)
     Decrease (increase) in prepaid
    expenses                                   375            -          (625)
     Increase in accounts payable              290            -           290
     (Decrease) in due to
    shareholder                                  -         (100)            -
     Increase in payroll
    liabilities                                765            -           765
     Increase in accrued executive
    compensation                             1,500        1,500        16,500
Net cash (used) by operating             ----------   ----------   -----------
activities                                  (7,014)     (11,783)      (50,543)
                                         ----------   ----------   -----------
Cash flows from investing
activities
    Purchase of fixed assets                     -            -        (1,528)
                                         ----------   ----------   -----------
Net cash (used) by investing                     -            -        (1,528)
activities                               ----------   ----------   -----------

Cash flows from financing
activities
    Common stock                                 -       63,400        73,500
Net cash provided by financing           ----------   ----------   -----------
activities                                       -       63,400        73,500
                                         ----------   ----------   -----------

Net increase (decrease) in cash             (7,014)      51,617        21,429
Cash - beginning                            28,443          307             -
                                         ----------   ----------   -----------
Cash - ending                             $ 21,429     $ 51,924     $  21,429
                                         ==========   ==========   ===========
Supplemental disclosures:
    Interest paid                         $      -     $      -     $       -
                                         ==========   ==========   ===========
    Income taxes paid                     $      -     $      -     $       -
                                         ==========   ==========   ===========
Non-cash investing and financing
activities:
    Shares issued for services            $      -     $      -     $   2,000
   provided                              ==========   ==========   ===========
    Number of shares issued for
   services                                      -            -     2,000,000
                                         ==========   ==========   ===========



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




                            PAGE-9-F4





                      Ginseng Forest, Inc.
                  (a Development Stage Company)
                              Notes

Note 1 - Basis of presentation

The  interim  financial statements included herein, presented  in
accordance  with  United  States  generally  accepted  accounting
principles  and stated in US dollars, have been prepared  by  the
Company, without audit, pursuant to the rules and regulations  of
the  Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally included in financial  statements
prepared   in  accordance  with  generally  accepted   accounting
principles have been condensed or omitted pursuant to such  rules
and   regulations,  although  the  Company  believes   that   the
disclosures  are adequate to make the information  presented  not
misleading.

These  statements reflect all adjustments, consisting  of  normal
recurring  adjustments, which, in the opinion of management,  are
necessary  for  fair  presentation of the  information  contained
therein.  It is suggested that these interim financial statements
be  read  in  conjunction with the financial  statements  of  the
Company  for  the year ended December 31, 2002 and notes  thereto
included  in the Company's Form 10-KSB.  The Company follows  the
same accounting policies in the preparation of interim reports.

Results  of operations for the interim periods are not indicative
of annual results.

Note 2 - Going concern

The accompanying financial statements have been prepared assuming
the  Company will continue as a going concern.  As shown  in  the
accompanying financial statements, the Company has incurred a net
loss  of $68,899 for the period from December 4, 2000 (inception)
to  March 31, 2003, and has no sales.  The future of the  Company
is dependent upon its ability to obtain financing and upon future
profitable  operations from the development of its  new  business
opportunities.   Management has plans to seek additional  capital
through  private placements and public offerings  of  its  common
stock.   The  financial statements do not include any adjustments
relating  to  the recoverability and classification  of  recorded
assets, or the amounts of and classification of liabilities  that
might  be  necessary in the event the Company cannot continue  in
existence.

These  conditions  raise substantial doubt  about  the  Company's
ability   to  continue  as  a  going  concern.   These  financial
statements  do not include any adjustments that might arise  from
this uncertainty.

Note 3 - Prepaid expenses

On  September  15,  2002, the Company executed a  one-year  lease
agreement with an individual for one-quarter of an acre  of  land
for  a testing site.  Pursuant to the terms of the agreement, the
Company paid $1,500 for the annual rent of the testing site which
is  considered a prepaid expense.  During the three-month  period
ended March 31, 2003, the Company had rental expense of $375  and
as  of  March  31,  2003, the balance in prepaid expense  totaled
$625.

Note 4 - Fixed assets

The  Company  had  computer equipment totaling $1,528.   For  the
three-month   period  ended  March  31,  2003,  the   amount   of
depreciation expense was $76.

Note 5 - Accrued executive compensation

On  March 1, 2002, the Board of Directors of the Company approved
an  annual  base salary of $18,000 with the Company's  president.
During  the  three-month period ended March 31, 2003, the  amount
accrued  was $4,500 and the amount paid was $3,000.  The  balance
of  accrued  executive  compensation as of  March  31,  2003  was
$16,500.




                            PAGE-10-F5





                      Ginseng Forest, Inc.
                  (a Development Stage Company)
                              Notes

Note 6 - Related party transactions

During  the  three-month period ended March 31, 2003, the  amount
accrued  as  compensation for the Company's president was  $4,500
and the amount paid was $3,000.

Office  space is provided without charge by an officer,  director
and  shareholder.   Such costs are immaterial  to  the  financial
statements  and,  accordingly, have not been  reflected  therein.
The  officers and directors of the Company are involved in  other
business  activities and may, in the future, become  involved  in
other business opportunities.  If a specific business opportunity
becomes  available, such persons may face a conflict in selecting
between  the  Company  and their other business  interests.   The
Company  has not formulated a policy for the resolution  of  such
conflicts.

































                           PAGE-11-F6





Item 2. Management's Analysis of Financial Condition and Plan of Operation.

This  section  must  be read in conjunction  with  the  unaudited
Financial Statements included in this report.

A.   Management's Analysis of Financial Condition

In  the  approximately  twenty-eight  months  of  operation  from
December  4, 2000 (Date of Inception) to March 31, 2003,  Ginseng
Forest,  Inc. ("GFI" or the "Company") generated no revenues  and
incurred  a cumulative net loss of $69,183.  GFI's loss  resulted
primarily from costs of start-up activities, including consulting
fees  and  other general and administrative expenses.   Also,  on
March  1, 2002, the Board of Directors of GFI approved an  annual
base  salary of $18,000 for GFI's president.  During  the  three-
month  period ended March 31, 2003, the amount accrued was $4,500
and the amount paid was $3,000.  The balance of accrued executive
compensation as of March 31, 2003 was $16,500.

On  July 18, 2002, GFI acquired computer equipment for a total of
$1,528.   For  the three-month period ended March 31,  2003,  the
amount of depreciation expense was $76.

On  September  15, 2002, GFI executed a one-year lease  agreement
with  an  individual for one-quarter of an acre  of  land  for  a
testing  site.  Pursuant to the terms of the agreement, GFI  paid
$1,500  for  the  annual  rent  of the  testing  site,  which  is
considered  a  prepaid  expense.  During the  three-month  period
ended March 31, 2003, the Company had rental expense of $375  and
as  of  March  31,  2003, the balance in prepaid expense  totaled
$625.

GFI  financed its operations during the period from  December  4,
2000 to March 31, 2003 primarily by issuing capital stock to  its
founder,  officers, and unaffiliated investors  in  exchange  for
cash  and  services.  During December 2000, GFI issued  2,000,000
shares  of  its $0.001 par value common stock to an  officer  and
director  in  exchange for services rendered  in  the  amount  of
$2,000.  During February 2001, GFI issued 500,000 shares  of  its
$0.001  par value common stock to Providential Management  Group,
Ltd.,  a limited partnership, in exchange for cash in the  amount
of  $10,000.   On  February  28, 2002, GFI  closed  its  offering
pursuant  to  Regulation D, Rule 504 of the 1933  Securities  and
Exchange  Act, as amended, whereby it sold a total  of  1,268,000
shares  of  its  common  stock  at $0.05  per  share  to  outside
investors for cash in the total amount of $63,400.  As  of  March
31,  2003,  GFI had 3,768,000 shares of Common Stock  issued  and
outstanding held by approximately 27 shareholders of record.   In
March 2002, GFI issued 126,800 warrants to purchase the Company's
$0.001  par  value  common  stock on a  one-for-one  basis.   The
warrant  exercise price is $0.055 per share of common  stock  and
substantially  all  warrants will expire on or  before  March  5,
2005.   During  the three-month period ended March 31,  2003,  no
warrants were exercised.

As  of March 31, 2003, GFI had $22,547 in current assets, $17,555
in  current  liabilities, and a working capital of  $4,992.   The
current  assets consisted of $21,429 in cash, $493 in  inventory,
and $625 in prepaid expenses.

B.   Plan of Operation

GFI  plans to produce and distribute the roots and seeds  of  the
ginseng  herb.   In  the  future, GFI  plans  to  diversify  into
products  that  contain ginseng as an ingredient.  Such  products
may  include powders, capsules, teas, tonics, candy, chewing gum,
shampoo, face lotion and liquid extract.  GFI intends to  develop
relationships  with  wholesalers,  distributors  and  nutritional
product  manufacturers  to distribute  GFI's  ginseng  roots  and
seeds.   GFI  believes  that most of GFI's prospective  customers
expect  uniform  quality and consistent year-round  supply.   GFI
believes  that  by  offering  a  high  quality  product  with   a
consistent year-round supply, GFI can become a recognized  grower
of choice.




                            PAGE-12-





GFI  may  pursue  strategic  alliances  with  partners  who  have
established  operations.  GFI believes that these  joint  venture
relationships,  if successful, will allow GFI  to  gain  insight,
expertise and penetration in markets where joint venture partners
already  operate,  and  may  increase GFI's  revenue  and  income
growth.   No specific joint venture agreements have been  signed,
and  no  assurance  can  be given that  any  agreements  will  be
effected, or if effected, will be successful.

GFI  believes  that it has sufficient resources  to  support  its
operations  for  the  next twelve to eighteen  months.   However,
without  realizing revenues, GFI will eventually  face  financial
difficulties and may need to raise additional capital.  It is the
intent  of  GFI, in the next twelve months, to generate  revenues
sufficient to operate and grow as a going concern.

Item 3. Controls and Procedures

Based  on  their  most recent review, which was completed  within
ninety days of the filing of this report, the Company's Principal
Executive  Officer and Principal Financial Officer have concluded
that  the  Company's  disclosure  controls  and  procedures   are
effective to ensure that information required to be disclosed  by
the  Company  in  the  reports  it files  or  submits  under  the
Securities  Exchange Act of 1934, as amended, is accumulated  and
communicated to the Company's management, including its Principal
Executive Officer and Principal Financial Officer, as appropriate
to  allow timely decisions regarding required disclosure and  are
effective to ensure that such information is recorded, processed,
summarized and reported within the time periods specified in  the
Securities and Exchange Commission's rules and forms.  There were
no  significant changes in the Company's internal controls or  in
other  factors  that  could significantly affect  those  controls
subsequent to the date of their evaluation.























                            PAGE-13-





                   PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-B

Exhibit           Name and/or Identification of Exhibit
 Number

   3.    Articles of Incorporation & By-Laws
            (i)  Articles of Incorporation of the Company filed
              December 4, 2000 and Amendments Thereto, incorporated
              by reference to the Registration Statement on Form 10-
              SB, as amended, previously filed with the SEC.
            (ii) By-Laws of the Company adopted November 30, 2000,
              incorporated by reference to the Registration Statement
              on Form 10-SB, as amended, previously filed with the
              SEC.

  10.    Material Contracts.
         Commercial Lease, incorporated by reference to the
         quarterly report on Form 10-QSB, for the three months
         ended September 30, 2002, previously filed with the
         SEC.

  99.    Additional Exhibits
         Certification Pursuant to Title 18, United States Code,
         Section 1350, as Adopted Pursuant to Section 906 Of The
         Sarbanes-Oxley Act Of 2002.

(b) Reports on Form 8-K

No  reports were filed on Form 8-K during the quarter  for  which
this Report is filed.




                            PAGE-14-





                           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.

                      Ginseng Forest, Inc.
                    ------------------------
                          (Registrant)


     Signature                     Title                Date
     ---------                     -----                ----


 /s/ Harold W. Sciotto      President, Principal      May 13, 2003
----------------------       Executive Officer,
Harold W. Sciotto               Director


 /s/ Sam H. Sciotto             Secretary,            May 13, 2003
-------------------         Treasurer, Director
 Sam H. Sciotto

 /s/ Sam H. Sciotto         Principal Financial       May 13, 2003
-------------------              Officer
   Sam H. Sciotto

 /s/ Sam H. Sciotto        Principal Accounting      May 13, 2003
-------------------              Officer
   Sam H. Sciotto


















                            PAGE-15-





    Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Harold W. Sciotto, President and Principal Executive Officer
of Ginseng Forest, Inc., certify that:

1.    This  quarterly report fully complies with the requirements
    of Section 13 or 15(d) of the Securities Exchange Act of 1934 and
    that the information contained in this quarterly report fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

2.    I  have  reviewed this quarterly report on Form  10-QSB  of
    Ginseng Forest, Inc.;

3.    Based  on  my  knowledge, this quarterly  report  does  not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;

4.    Based on my knowledge, the financial statements, and  other
    financial information included in this quarterly report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this quarterly report;

5.     The  registrant's  other  certifying  officer  and  I  are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
    14) for the registrant and we have:
    a)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant is made
      known to us by others, particularly during the period in which
      this quarterly report is being prepared;
    b)   evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the
      filing date of this quarterly report ("Evaluation Date"); and
    c)   presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;

6.    The  registrant's  other  certifying  officer  and  I  have
    disclosed,  based  on  our  most recent  evaluation,  to  the
    registrant's auditors and the audit committee of the registrant's
    board  of  directors  [or persons performing  the  equivalent
    function]:
    a)   all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's
      ability to record, process, summarize and report financial data
      and have identified for the registrant's auditors any material
      weaknesses in internal controls; and
    b)   any fraud, whether or not material, that involves management
      or  other  employees  who have a significant  role  in  the
      registrant's internal controls; and

7.    The  registrant's  other  certifying  officer  and  I  have
    indicated in this quarterly report whether or not there  were
    significant changes in internal controls or in other factors that
    could significantly affect internal controls subsequent to our
    most recent evaluation, including any corrective actions with
    regard to significant deficiencies and material weaknesses.

Date:     May 13, 2003

By:  /s/ Harold W. Sciotto
    ------------------------
Harold W. Sciotto, President and Principal Executive Officer





                            -PAGE-





    Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Sam H. Sciotto, Principal Financial Officer of Ginseng Forest,
Inc., certify that:

 1.    This quarterly report fully complies with the requirements
    of Section 13 or 15(d) of the Securities Exchange Act of 1934 and
    that the information contained in this quarterly report fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

 2.    I  have  reviewed this quarterly report on Form 10-QSB  of
    Ginseng Forest, Inc.;

 3.    Based  on  my  knowledge, this quarterly report  does  not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;

 4.    Based on my knowledge, the financial statements, and other
    financial information included in this quarterly report, fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for,
    the periods presented in this quarterly report;

 5.    The  registrant's  other  certifying  officer  and  I  are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
    14) for the registrant and we have:
   a)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant is made
      known to us by others, particularly during the period in which
      this quarterly report is being prepared;
   b)   evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the
      filing date of this quarterly report ("Evaluation Date"); and
   c)   presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;

 6.    The  registrant's  other certifying  officer  and  I  have
    disclosed,  based  on  our  most recent  evaluation,  to  the
    registrant's auditors and the audit committee of the registrant's
    board  of  directors  [or persons performing  the  equivalent
    function]:
   a)   all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's
      ability to record, process, summarize and report financial data
      and have identified for the registrant's auditors any material
      weaknesses in internal controls; and
   b)   any fraud, whether or not material, that involves management
      or  other  employees  who have a significant  role  in  the
      registrant's internal controls; and

 7.    The  registrant's  other certifying  officer  and  I  have
    indicated in this quarterly report whether or not there  were
    significant changes in internal controls or in other factors that
    could significantly affect internal controls subsequent to our
    most recent evaluation, including any corrective actions with
    regard to significant deficiencies and material weaknesses.

Date:     May 13, 2003

By:  /s/ Sam H. Sciotto
    --------------------
Sam H. Sciotto, Principal Financial Officer





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