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

                            FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 2002

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
            For the transition period from _______________ to  _____________

            Commission file number ________________________________

                      Ginseng Forest, Inc.
                 ------------------------------
         (Name of small business issuer in its charter)

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

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


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

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class      Name of each exchange on which registered

     ----------------------   -------------------------------

Securities registered under Section 12(g) of the Exchange Act:

Common stock, $.001 par value, 25,000,000 shares authorized
*    3,768,000 shares issued and outstanding as of December 31, 2002
*    3,768,000 shares issued and outstanding as of March 10, 2003

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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.  [X] Yes [ ] No

Check  if disclosure of delinquent filers in response to Item  405
of Regulation S-B is not contained in this form, and no disclosure
will  be  contained,  to  the best of registrant's  knowledge,  in
definitive   proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.

State issuer's revenues for its most recent fiscal year: $0 for
the year ended December 31, 2002.

State  the  aggregate  market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to  the
price at which the common equity was sold: $38,040 as of March 10,
2003.



-COVER PAGE-






                         TABLE OF CONTENTS



                                                               PAGE
                                                             ---------

PART I                                                           2

 Item 1. Description of Business                                 2

 Item 2. Description of Property.                                6

 Item 3. Legal Proceedings.                                      7

 Item 4. Submission of Matters to a Vote of Security Holders.    7

PART II                                                          8

 Item 5. Market for Common Equity and Related Stockholder
 Matters.                                                        8

 Item 6. Management's Analysis of Financial Condition
 and Plan of Operation.                                          9

 Item 7. Financial Statements.                                  11

PART III                                                        23

 Item 9. Directors, Executive Officers, Promoters and Control
 Persons                                                        23

 Item 10. Executive Compensation.                               24

 Item 11. Security Ownership of Certain Beneficial Owners and
 Management.                                                    24

 Item 12. Certain Relationships and Related Transactions.       25

 Item 13. Exhibits and Reports on Form 8-K.                     25

 Item 14. Controls and Procedures.                              25

SIGNATURES                                                      27



















PAGE-1-


                              PART I

Item 1.   Description of Business

A.   Business Development and Summary

Ginseng Forest, Inc., hereinafter referred to as the "Company" or "GFI,"
was organized by the filing of Articles of Incorporation with the Secretary
of State in the State of Nevada on December 4, 2000  (NV#  C32114-2000).
The Articles of  Incorporation of the Company authorized the issuance of
twenty five million (25,000,000) shares of $0.001 par value Common Stock and
no shares of  Preferred Stock.  As of March 10, 2003, the Company has issued
approximately  3,768,000 shares of Common Stock  to  approximately
twenty-seven (27) shareholder of record.

GFI so far has limited its operations to startup and development activities.
In the approximately two years of operation from December 4, 2000 (Date of
Inception)to December 31, 2002, the Company generated no revenues and incurred
a net loss of $59,163. The Company is considered a development stage company.

The Company's executive offices are located at 3812 North Gallatin
Street, Mesa, Arizona 85215, phone: (480) 985-0749.

The Company's fiscal year end is December 31.

B.   Business of Issuer

(1)  Principal Products and Services and Principal Markets

GFI initially 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.

Ginseng has a long history of human consumption. However, although GFI
believes its products will be safe when taken as directed, there is little
scientific research to support the efficacy and usefulness of ginseng as a
viable  nutritional supplement and wellness tonic. Inconsistent results and
conflicting opinions on the efficacy and usefulness of ginseng raise doubt
on whether ginseng is a viable medicinal product. In addition, variations in
plant and animal species tested, plant parts used, differences in extractions
and purification  methods and differences in doses administered increase
confusion and complicate the interpretation of results.  Accordingly, no
assurance can be given that GFI's products, even when used as directed, will
have the effects intended.

(2)  Distribution Methods of the Products or Services

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  clients would 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.

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.



PAGE-2-


(3)  Status of Any Announced New Product or Service

There  are  no  changes  in status of any  products  and  services
disclosed  in previous filings with the SEC.  GFI remains  in  the
development stage.

(4)   Competitive Business Conditions and the Issuer's Competitive
Position

Competitive Factors

GFI  believes that the principal competitive factors affecting its
market  include product consistency, quality, price and  marketing
efforts.   GFI  will  compete  in the ginseng  market  with  other
producers  of  cultivated and organic ginseng,  as  well  as  with
suppliers  of  wild, wild simulated and woods cultivated  ginseng.
GFI  will  compete with other field-grown ginseng on the basis  of
price, taste, texture and appearance.  On the other hand, wild and
woods  grown  ginseng, although considered higher in  quality,  is
substantially  more costly for the consumer.   GFI  believes  that
competition  within  the  ginseng industry  is  fragmented,  based
primarily   on   consumer  preferences  and  their   ability   and
willingness to purchase varying types of ginseng, rather than upon
price in and of itself.

Many  of  GFI's  competitors  are substantially  larger  and  have
substantially  greater financial resources than GFI.   If  GFI  is
unable to compete successfully, its business will suffer.

Industry

Ginseng has long been regarded a general tonic for wellness.   The
demand  for ginseng has been increasing due to that perception  of
the   healthful   properties   of   ginseng   roots   and   seeds.
Consequently, the supply of wild ginseng has been depleted due  to
overzealous harvesting to meet the demand and to capitalize on the
resultant  increases in prices.  GFI believes that the demand  for
high-quality roots and seeds will continue to increase steadily.

The  following  five factors are the basis of  GFI's  belief  that
production   of  American-grown  ginseng  presents  an  attractive
business opportunity:

     *     Wild  Asian ginseng (panax ginseng) had already  become
       extremely scarce;

     *    The relative abundance and quality of wild American ginseng
       opened the way for development of cultivated American ginseng as
       an export crop;

     *    Psychologically, Asians - the largest consumers of ginseng -
       perceive U.S.-manufactured or produced products to be of superior
       quality;

     *     The taste of the American ginseng is sweeter than Asian
       ginseng; and

     *    American ginseng and Asian ginseng are considered to be
       distinct medicinal plants.

There are currently five types of ginseng grown in North America:

     *     Wild  ginseng that grows naturally, without  any  human
       influence;



PAGE-3-



     *     Wild  simulated ginseng, in which seeds are planted  in
       suitable natural conditions and letting them grow as they would in
       the wild;

     *     Woods  cultivated ginseng that grows in tilled forested
       environments;

     *    Field cultivated ginseng, where the entire growth environment
       is influenced by humans; and

     *    Organically grown ginseng that is raised without fertilizers
       or other chemicals.


Uses for the Ginseng Root

To the best of GFI's knowledge, ginseng roots have been exported to China
from the United States and Canada since the mid  1700's. American ginseng
(panax quinquefolius) is important to traditional Chinese medicine and is
used as an adaptogen, a medicine  that increases the ability of the body to
adapt and only works when needed, that allows the body to adjust to stress. It
is used not as a specific cure or remedy but as a component of many medicinal
herbal combinations that practitioners believe help people deal with aging and
related disorders. There are five primary uses of the ginseng root:

*     Stimulant.  Ginseng is believed to be a safe, effective  and
  natural stimulant.  It appears that ginseng can regulate the basal
  metabolic rate, which can increase the breakdown and metabolism of
  foods, liberate more energy and remove more waste.

*    Stress relief. It is believed that ginseng can help the body cope with
  stress. It appears that when ginseng is taken following a stressful event,
  body activity settles back to normal more quickly than without ginseng.

*     Blood pressure regulator. It appears that ginseng may have a positive
  effect on the cardiovascular and central nervous systems. The Chinese use
  ginseng as part of their emergency procedures to restore blood pressure
  after shock and heart attacks. It also appears that ginseng may reduce
  cholesterol in the circulation.

*     Sexual function.  It is believed that ginseng may be  useful
  in  increasing  male potency.  It appears that ginseng  contains
  compounds  causing sex hormone activity, and in some  cases,  it
  reverses effects of male impotence.  In addition, ginseng may be
  valuable to women in leveling their female cycles.

*     Life  extension.  It is believed that ginseng may  alleviate
  some of the most common effects of aging, such as the degeneration
  of  the  blood  system.  Ginseng appears  to  help  in  treating
  cardiovascular diseases and may help in relieving tiredness.

(5)  Raw Materials and Suppliers

GFI  intends to develop growing facilities in climates  ideal  for
growing and raising high-quality ginseng plants.  American ginseng
is  a  native  American  herb, whose range extends  from  southern
Quebec to northern Georgia and from the East Coast to the Midwest.
It  grows  as an under story plant in the dense shared of hardwood
trees.   GFI  seeks  to  identify soil and temperature  conditions
where ginseng thrives, and to establish sites that provide optimal
micro-climatic conditions of sunlight and temperature.





PAGE-4-



(6)  Customers

GFI  does not have an established client base. At this time, GFI does not
anticipate that its business will depend disproportionately on any particular
client or a group of clients. Of this, however, there can be no assurance.

GFI  plans  to  market ginseng directly to the dietary  supplement
manufacturers who subsequently will package the ginseng for resale
to the general consumer.

(7)    Patents,  Trademarks,  Licenses,  Franchises,  Concessions,
Royalty Agreements, or Labor Contracts

GFI  currently does not have any patents, trademarks,  franchises,
concessions, royalty agreements, or labor contracts.

(8) Government Approval of Principal Products or Services

In  1994, the Dietary Supplement and Health Education Act  (DSHEA)
codified  a  new  category of medicinal  products  in  the  United
States:  dietary  supplements.  The  category  includes  vitamins,
minerals,  herbs, and other substances intended to supplement  the
diet.  Ginseng was defined as a dietary supplement under DSHEA.

Largely  driven by consumer fear that regulation of these products
by  the  Food  and Drug Administration (FDA) would deny  consumers
access  to  their vitamins, Congress substantially  limited  FDA's
role  in assuring product quality and safety.  In contrast to  the
extensive  pre-marketing evidence of safety and efficacy  required
for prescription medications and rigorous requirements for ongoing
quality  assurance  activities to prevent adulteration  of  drugs,
food  and  cosmetics, dietary supplements were given a new  status
and subject to minimal regulation and oversight.

DSHEA restricted FDA's typical regulatory practice in four primary
areas  by:  (1) placing the burden of proof on the FDA in  actions
against  a  dietary  supplement manufacturer; (2)  limiting  FDA's
ability to require pre-marketing information about product  safety
and   efficacy;   (3)   establishing   a   minimal   pre-marketing
notification  system  for  certain  new  dietary  ingredients  not
marketed  in  the United States before October 15, 1994;  and  (4)
specifying acceptable claims that could be made without triggering
requirements for classification as drugs.

GFI  plans  to  market ginseng directly to the dietary  supplement
manufacturers who subsequently will package the ginseng for resale
to  the  general consumer.  As such, the business of GFI will  not
come  under  the  purview of DSHEA since GFI does not  market,  in
package  form,  to  the  final consumer.  GFI  will  be  simply  a
wholesaler  of the raw material, ginseng, which is  used  in  some
dietary supplements.

(9) Effects of Existing or Probable Governmental Regulations

The international trade of American ginseng is regulated under the
provisions  of the Convention on International Trade in Endangered
Species   ("CITES"),   which  regulates   trade   through   permit
requirements  for  imports,  exports,  and  re-exports  of  listed
species.   CITES  controls and monitors the trade  of  ginseng  to
avoid   depletion  of  ginseng  due  to  unsustainable  harvesting
practices.  GFI believes that its operations will not be affected,
due  to  its  focus  on  field cultivated  and  organically  grown
ginseng.



PAGE-5-



(10) Research and Development Activities

As  of  the date of this report, GFI has not incurred any research
and development expenses and does not plan to incur any additional
research or development expenses over the next twelve months.   No
research  and development costs are or will be borne  directly  by
customers.

(11) Impact of Environmental Laws

Wild  or naturally occurring ginseng, once considered frequent  in
eastern  North  America, is now considered a threatened,  rare  or
endangered species in many areas due to overzealous harvest of the
root for commercial purposes.  The international trade of American
ginseng  is  regulated under the provisions of the  Convention  on
International   Trade  in  Endangered  Species  ("CITES"),   which
regulates trade through permit requirements for imports,  exports,
and re-exports of listed species.  CITES controls and monitors the
trade   of   ginseng  to  avoid  depletion  of  ginseng   due   to
unsustainable  harvesting  practices.   GFI  believes   that   its
operations  will  not  be affected, due  to  its  focus  on  field
cultivated and organically grown ginseng.

(12) Employees

Excluding   officers,  GFI  presently  has  no   employees.    GFI
anticipates to rely completely on the efforts of its officers  and
directors in the near short term.

C.   Reports to Security Holders

(1)  Annual Reports

GFI  will  furnish its shareholders with annual financial  reports
certified by GFI's independent accountants.

(2)  Periodic Reports with the SEC

GFI  is  a  reporting  issuer  with the  Securities  and  Exchange
Commission.  GFI will continue to file annual reports on Form  10-
KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K
and  amendments  to these reports filed or furnished  pursuant  to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,  as
amended, as required to maintain the fully reporting status.

(3)  Availability of Filings

The  public may read and copy any materials GFI files with the SEC
at  the  SEC's  Public Reference Room at 450 Fifth  Street,  N.W.,
Washington, D.C. 20549.  The public may obtain information on  the
operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330.   Additionally,  the  SEC  maintains  an  Internet  site
(http://www.sec.gov) that contains reports, proxy and  information
statements,  and  other information regarding  issuers  that  file
electronically with the SEC.

Item 2. Description of Property.

GFI's principal offices are located at 3812 North Gallatin Street,
Mesa,  Arizona  85215,  telephone:  (480)  985-0749.   A  director
provides office space and services without charge.





PAGE-6-



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 year ended December 31, 2002,  GFI
had  rental  expense  of $500 and, as of December  31,  2002,  the
balance in prepaid expenses totaled $1,000.

Item 3. Legal Proceedings.

GFI  is  not  a  party  to  any pending legal  proceeding.   GFI's
property is not the subject of any pending legal proceeding.

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

During  the fourth quarter of the fiscal year 2002, no matter  was
submitted  by  this  report or otherwise to  a  vote  of  security
holders, through the solicitation of proxies or otherwise.
















































PAGE-7-


                              PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

The  common stock of GFI is traded over-the-counter and quoted  on
the OTC Bulletin Board under the symbol "GSGF."  Public listing of
the  common stock commenced on June 25, 2002.  Prior to that time,
there  was no public market for GFI's common stock.  The following
table  sets  forth  the high and the low bid  quotations  for  the
common  stock  as  reported on the OTC  Bulletin  Boardr  for  the
periods indicated.  Such information reflects inter-dealer prices,
without  retail  mark-up,  mark-down or commission,  and  may  not
necessarily represent actual transactions.

                                                  Low Bid   High Bid
                                                 -------------------
Period from January 1, 2003 to March 10, 2003    $ 0.03    $ 0.03
Three months ended December 31, 2002             $ 0.03    $ 0.03
Three months ended September 30, 2002            $ 0.03    $ 0.03
Three months ended June 30, 2002                   n/a       n/a

Outstanding Options, Conversions, and Planned Issuance of Common Stock

In  March  2002, GFI issued 126,800 warrants to NevWest Securities
Corporation  pursuant to an Investment Banking Agreement  executed
during  2001.  Those warrants allow NevWest Securities Corporation
to  purchase  GFI'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.   There  are  no  other  outstanding   options,
conversions, or planned issuances of common stock of GFI.

Security Holders

GFI  currently has approximately 3,768,000 shares of Common  Stock
issued  and  outstanding held by approximately  twenty-seven  (27)
shareholders of record.

Securities that Could Be Sold Pursuant to Rule 144

There are 2,500,000 shares of common stock held by affiliates that
Rule  144  of  the  Securities Act of 1933 defines  as  restricted
securities.   To date, no shares have been sold pursuant  to  Rule
144  of  the  Securities  Act of 1933.  Of  the  shares  owned  by
affiliates,  all 2,500,000 are currently freely transferable,  but
are  subject  to  the  resale limitations as outlined  under  Rule
144(e)(1)-(3).  In general, under Rule 144 as currently in effect,
any  of GFI's affiliates and any person or persons whose sales are
aggregated who has beneficially owned his or her restricted shares
for  at least one year, may be entitled to sell in the open market
within  any three-month period a number of shares of common  stock
that does not exceed the greater of (i) 1% of the then outstanding
shares  of  our  common stock, or (ii) the average weekly  trading
volume  in  the  common  stock  during  the  four  calendar  weeks
preceding  such sale.  Sales under Rule 144 are also  affected  by
limitations   on   manner  of  sale,  notice   requirements,   and
availability  of  current  public  information  about  GFI.   Non-
affiliates who have held their restricted shares for two years may
be  entitled to sell their shares under Rule 144 without regard to
any  of  the  above  limitations,  provided  they  have  not  been
affiliates  for  the three months preceding such  sale.   Further,
Rule  144A  as currently in effect, in general, permits  unlimited
resales  of restricted securities of any issuer provided that  the


PAGE-8-


purchaser   is  an  institution  that  owns  and  invests   on   a
discretionary basis at least $100 million in securities  or  is  a
registered  broker-dealer that owns and  invests  $10  million  in
securities.  Rule 144A allows GFI's existing stockholders to  sell
their  shares of common stock to such institutions and  registered
broker-dealers without regard to any volume or other restrictions.
Unlike under Rule 144, restricted securities sold under Rule 144A to
non-affiliates do not lose their status as restricted securities.
The availability for sale of substantial amounts of common stock under
Rule 144 could reduce prevailing market prices for our securities.

Dividends

As  of the date of this report, GFI has not declared nor paid  any
dividends on its Common Stock.  As of the date of this report, GFI
does not have a formal dividend policy.

Transfer Agent and Registrar

The Transfer Agent for the shares of common voting stock of GFI is
Shelley  Godfrey, Pacific Stock Transfer Company,  500  East  Warm
Springs Road, Suite 240, Las Vegas, Nevada 89119, (702) 361-3033.

Recent Sales of Unregistered Securities.

GFI was incorporated in Nevada on December 4, 2000. GFI is authorized
to  issue 25,000,000 shares of its  $0.001  par  value common stock.

During  December 2000, GFI issued 2,000,000 shares of  its  $0.001
par  value  Common Stock (for services rendered in the  amount  of
$2,000) to Harold W. Sciotto (an officer of GFI).

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.

All  founders' shares were issued in accordance with Section  4(2)
of the Securities Act of 1933.

On  December 18, 2001, the State of Nevada issued a permit to  GFI
to  sell  securities pursuant to registration by qualification  in
the  state  (Permit  #  R01-117).  The offering  was  exempt  from
federal  registration pursuant to Regulation D, Rule  504  of  the
1933  Securities  and Exchange Act, as amended.  On  February  28,
2002,  GFI  closed  that offering, in which it  sold  a  total  of
1,268,000 shares of its $0.001 par value common stock at $0.05 per
share for cash in the amount of $63,400.

There have been no other issuances of common stock of GFI.

Item  6. Management's Analysis of Financial Condition and Plan  of Operation.

A.   Management's Analysis of Financial Condition

In  the  approximately twenty-five (25) months of  operation  from
December 4, 2000 (Date of Inception) to December 31, 2002, Ginseng
Forest,  Inc.  ("GFI" or the "Company") generated no revenues  and
incurred  a  cumulative net loss of $59,163.  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.  For the  year  ended
December  31, 2002, the amount of accrued salary was $15,000.   As
of the December 31, 2002, the president of GFI did not receive any
of the accrued amount, which is due upon demand.


PAGE-9-


On July 18, 2002, GFI acquired computer equipment for a total of $1,528. For
the year ended December 31, 2002, the amount of depreciation expense was $127.

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 year ended
December 31, 2002, GFI had rental expense of $500 and, as of December 31,
2002, the balance in prepaid expenses totaled $1,000.

GFI financed  its operations during the period from  December 4, 2000 to
December 31, 2002 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 December 31, 2001,  GFI  had 3,768,000  shares  of  Common  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  nine-month period ended December 31,
2002, no warrants were exercised.

As of December 31, 2002, GFI had $29,936 in current assets, $15,000 in
current liabilities, and a working capital of $14,936. The  current
assets  consisted of  $28,443  in  cash,  $493   in inventory, and $1,000
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.

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.



PAGE-10-





Item 7. Financial Statements.













                       Ginseng Forest, Inc.
                   (A Development Stage Company)

                           Balance Sheet
                               as of
                         December 31, 2002

                                and

                     Statement of Operations,
          Changes in Stockholders' Equity, and Cash Flows
                        for the year ended
                         December 31, 2002
                                and
                          for the period
           December 4, 2000 (Date of Inception) through
                         December 31, 2002

































PAGE-11-








                         TABLE OF CONTENTS






                                                     PAGE


Independent Auditors' Report                          1

Balance Sheet                                         2

Statements of Operations                              3

Statements of Changes in Stockholders' Equity         4

Statements of Cash Flows                              5

Footnotes                                             6-11








































PAGE-12-




Beckstead and Watts, LLP
Certified Public Accountants

                                           3340 Wynn Road, Suite B
                                               Las Vegas, NV 89102
                                                      702.257.1984
                                                702.362.0540 (fax)

                   INDEPENDENT AUDITORS' REPORT


Board of Directors
Ginseng Forest, Inc.


We  have  audited the Balance Sheets of Ginseng Forest, Inc.  (the
"Company) (A Development Stage Company), as of December 31,  2002,
and  the  related Statements of Operations, Stockholders'  Equity,
and Cash Flows for the period December 4, 2000 (Date of Inception)
to   December  31,  2002.   These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is
to  express an opinion on these financial statements based on  our
audit.

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

In our opinion, the financial statements referred to above present
fairly,  in  all  material  respects, the  financial  position  of
Ginseng  Forest, Inc. (A Development Stage Company) as of December
31, 2002, and the results of its operations and cash flows for the
period December 4, 2000 (Date of Inception) to December 31,  2002,
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  3  to the financial statements, the Company has had  limited
operations  and  have not commenced planned principal  operations.
This  raises substantial doubt about its ability to continue as  a
going  concern.  Management's plan in regard to these matters  are
also described in Note 3.  The financial statements do not include
any  adjustments  that  might result  from  the  outcome  of  this
uncertainty.



/s/ Beckstead and Watts LLP
----------------------------

February 26, 2003





PAGE-13-F1




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


                                         December 31,
                                   ------------------------
                                       2002        2001
                                   ------------------------
Assets

Current assets:
Cash                               $   28,443   $     307
Inventory                                 493           -
Prepaid expenses                        1,000           -
                                   ------------------------
Total current assets                   29,936         307
                                   ------------------------
Fixed assets, net                       1,401           -
                                   ------------------------
                                   $   31,337   $     307
                                   ========================

Liabilities and Stockholders'
Equity (Deficit)


Current liabilities:
Due to shareholder                 $        -   $     505
Accrued executive corn pensation       15,000           -
                                   ------------------------
Total current liabilities              15,000         505
                                   ------------------------
Stockholders' equity (deficit):
Common stock, $0.001 par value,         3,768       2,500
25,000,000 shares authorized,
3,768,000 and 2,500,000 shares
issued and outstanding as of
12/31/02 and 12/31/01,
respectively

Additional paid-in capital             71,732       9,600
(Deficit) accumulated during         (59,163)    (12,298)
development stage                  ------------------------
                                       16,337       (198)
                                   ------------------------
                                   $   31,337   $     307
                                   ========================






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









PAGE-14-F2






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


                                   For the years ended      December 4,
                                   -------------------         2000
                                        December 31,        (Inception) to
                                                            December 31,
                                      2002       2001         2002
                                   -----------------------------------------

Revenue                              $      -   $      -     $      -
                                   -----------------------------------------
Expenses:
General & administrative               31,738      9,823       42,036
expenses
General & administrative               15,000          -       17,000
expenses - related party
Depreciation                              127          -          127
                                   -----------------------------------------
Total expenses                         46,865      9,823       59,163
                                   =========================================

Net (loss)                           $(46,865)  $ (9,823)    $(59,163)
                                   =========================================

Weighted average number of common   3,566,510  2,457,534
shares outstanding - basic and     =========================
fully diluted

Net (loss) per share - basic         $  (0.01)  $  (0.00)
and fully diluted                  =========================









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



















PAGE-15-F3




                       Ginseng Forest, Inc.
                   (a Development Stage Company)
           Statements of Changes in Stockholders' Equity


                   Common Stock      Additinal   (Deficit)      Total
                                     Paid-in     Accumulated    Stockholders'
                                     Capital     During         Equity
                ------------------               Development   (Deficit)
                  Shares    Amount               Stage
                -------------------------------------------------------------

December 2000
Founder shares  2,000,000  $ 2,000   $      -    $      -       $  2,000

Net (loss)
December 4,                                        (2,475)        (2,475)
2000            -------------------------------------------------------------
(inception) to
December 31,
2000

Balance,        2,000,000  $ 2,000   $      -    $ (2,475)      $   (475)
December 31,
2000

January 2001
Donated                                   100                        100
capital

February 2001
Issued for        500,000      500      9,500                     10,000
cash

Net (loss)
For the year                                       (9,823)        (9,823)
ended December  -------------------------------------------------------------
31, 2001

Balance,        2,500,000  $ 2,500   $  9,600    $(12,298)      $   (198)
December 31,
2001

February 2002
Issued for      1,268,000    1,268     62,132           -         63,400
cash

Net (loss)
For the year                                      (46,865)       (46,865)
ended December  -------------------------------------------------------------
31, 2002

Balance,        3,768,000  $ 3,768   $ 71,732    $(59,163)      $ 16,337
December 31,    =============================================================
2002




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




PAGE-16-F4




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


                                  For the years ended   December 4,
                                     December 31,         2000
                                                      (Inception) to
                                  -------------------   December 31,
                                    2002      2001        2002
                                  ------------------------------------
Cash flows from operating
activities
Net (loss)                        $(46,865)  $ (9,823)   $(59,163)

Shares issued for services               -          -       2,000
Depreciation                           127          -         127
Adjustments to reconcile net
(loss) to net cash (used) by
operating activities:
(Increase) in inventory               (493)         -        (493)
(Increase) in prepaid expenses      (1,000)         -      (1,000)
Increase (decrease) in due to         (505)        30           -
shareholder
Increase in accrued executive       15,000          -      15,000
compensation                      ------------------------------------
Net cash (used) by operating       (33,736)    (9,793)    (43,529)
activities                        ------------------------------------
Cash flows from investing
activities
Purchase of fixed assets            (1,528)         -      (1,528)
                                  ------------------------------------
Net cash (used) by investing        (1,528)         -      (1,528)
activities                        ------------------------------------
Cash flows from financing
activities
Issuances of common stock           63,400     10,100      73,500
                                  ------------------------------------
Net cash provided by financing      63,400     10,100      73,500
activities                        ------------------------------------

Net increase in cash                28,136        307      28,443
Cash - beginning                       307          -           -
                                  ------------------------------------
Cash - ending                     $ 28,443  $     307    $ 28,443
                                  ====================================
Supplemental disclosures:
Interest paid                     $      -  $       -    $      -
                                  ====================================
Income taxes paid                 $      -  $       -    $      -
                                  ====================================
Non-cash transactions:
Stock issued for services         $      -  $       -    $  2,000
provided                          ====================================
Number of shares issued for              -          -   2,000,000
services                          ====================================



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




PAGE-17-F5



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


Note 1 - History and organization of the company

The  Company  was organized December 4, 2000 (Date  of  Inception)
under  the  laws of the State of Nevada, as Ginseng  Forest,  Inc.
The  Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.  The Company is
authorized  to issue 25,000,000 shares of $0.001 par value  common
stock.

The Company is planning to produce and distribute the roots and
seeds of the ginseng herb.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
The  Company  maintains  a cash balance in a  non-interest-bearing
account  that currently does not exceed federally insured  limits.
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less  are
considered to be cash equivalents.  There were no cash equivalents
as of December 31, 2002.

Impairment of long-lived assets
Long-lived  assets held and used by the Company are  reviewed  for
possible impairment whenever events or circumstances indicate  the
carrying amount of an asset may not be recoverable or is impaired.
No such impairments have been identified by management at December
31, 2002.

Fixed Assets
Property  and  equipment are recorded at historical  cost.   Minor
additions  and renewals are expensed in the year incurred.   Major
additions and renewals are capitalized and depreciated over  their
estimated  useful  lives.  Depreciation is  calculated  using  the
straight-line method over the estimated useful lives as follows:

                 Computer equipment  5 years

Revenue recognition
The Company reports revenue as invoiced on an accrued basis.  Cost
of  sales  are  recorded as items are sold and  are  comprised  of
product purchases and shipping costs.

Advertising costs
The  Company expenses all costs of advertising as incurred.  There
were  no  advertising  costs  included  in  selling,  general  and
administrative expenses in 2002.

Loss per share
Basic  loss per share is computed by dividing the net loss by  the
weighted average number of common shares outstanding available  to
common  stockholders  during  the period.   The  weighted  average
number  of  common shares outstanding was 3,768,000 and  2,500,000
for  the  years  ended December 31, 2002 and  December  31,  2001,
respectively.  The computation for loss per common share, assuming
dilution,  for  the years ended December 31, 2002  and  2001,  was
antidilutive, and therefore is not included.  Outstanding warrants
as of December 31, 2002 totaled 126,800.



PAGE-18-F6


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

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs  of
Start-Up  Activities," which provides guidance  on  the  financial
reporting  of  start-up costs and organizational  costs,  requires
most  costs of start up activities and organizational costs to  be
expensed  as  incurred.  SOP 98-5 is effective  for  fiscal  years
beginning after December 15, 1998.  With the adoption of SOP 98-5,
there  has  been  little or no effect on the  Company's  financial
statements.

Estimates

The   preparation  of  financial  statements  in  conformity  with
generally  accepted accounting 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  and  the
reported  amounts  of  revenue and expenses during  the  reporting
period.  Actual results could differ from those estimates.

Fair value of financial instruments
Fair  value  estimates  discussed herein are  based  upon  certain
market   assumptions  and  pertinent  information   available   to
management as of December 31, 2002.  The respective carrying value
of  certain  on-balance-sheet financial  instruments  approximated
their  fair values.  These financial instruments include cash  and
accounts   payable.   Fair  values  were  assumed  to  approximate
carrying values for cash and payables because they are short  term
in  nature  and their carrying amounts approximate fair values  or
they are payable on demand.

Income Taxes
Deferred  income tax assets and liabilities are computed  annually
for  differences between the financial statement and tax basis  of
assets  and  liabilities that will result in taxable or deductible
amounts  in  the  future  based on  enacted  tax  laws  and  rates
applicable on the periods in which the differences are expected to
affect taxable income.  Valuation allowances are established  when
necessary to reduce deferred tax assets to the amount expected  to
be  realized.  Income tax expense is the tax payable or refundable
for  the  period  plus or minus the change during  the  period  in
deferred tax assets and liabilities.

Segment reporting
The  Company  follows Statement of Financial Accounting  Standards
No.  130, "Disclosures About Segments of an Enterprise and Related
Information".  The Company operates as a single segment  and  will
evaluate additional segment disclosure requirements as it  expands
its operations.

Dividends
The  Company has not yet adopted any policy regarding  payment  of
dividends.   No  dividends  have  been  paid  or  declared   since
inception.

Recent pronouncements
In  June 2001, SFAS No. 141, "Business Combinations," and SFAS No.
142,  "Goodwill and Other Intangible Assets," were  issued.   SFAS
No.  141  requires that all business combinations initiated  after
June  30,  2001  be  accounted for using the  purchase  method  of
accounting, and that identifiable intangible assets acquired in  a


PAGE-19-F7


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

business  combination  be  recognized  as  an  asset  apart   from
goodwill,  if  they  meet certain criteria.   The  impact  of  the
adoption  of  SFAS  No.  141  on our reported  operating  results,
financial position and existing financial statement disclosure  is
not expected to be material.

SFAS  No.  142  applies to all goodwill and identified  intangible
assets  acquired  in  a  business  combination.   Under  the   new
standard,  all  goodwill and indefinite-lived  intangible  assets,
including  that  acquired  before  initial  application   of   the
standard,  will not be amortized but will be tested for impairment
at least annually.  The new standard is effective for fiscal years
beginning after December 15, 2001.  The impact of the adoption  of
SFAS No. 142 on our reported operating results, financial position
and existing financial statement disclosure is not expected to  be
material.

In  July  2001,  SFAS  No. 143, "Accounting for  Asset  Retirement
Obligations,"  was  issued which requires  the  recognition  of  a
liability  for  an asset retirement obligation in  the  period  in
which  it  is incurred.  When the liability is initially recorded,
the   carrying   amount  of  the  related  long-lived   asset   is
correspondingly increased.  Over time, the liability  is  accreted
to  its  present  value  and  the related  capitalized  charge  is
depreciated over the useful life of the asset.  SFAS  No.  143  is
effective  for  fiscal years beginning after June 15,  2002.   The
impact  of the adoption of SFAS No. 143 on the Company's  reported
operating  results,  financial  position  and  existing  financial
statement disclosure is not expected to be material.

In  August  2001, SFAS No. 144, "Accounting for the Impairment  or
Disposal  of  Long-Lived  Assets,"  was  issued.   This  statement
addresses   the  financial  accounting  and  reporting   for   the
impairment  or  disposal  of long-lived assets  and  broadens  the
definition  of what constitutes a discontinued operation  and  how
results  of  a  discontinued operation  are  to  be  measured  and
presented.   The  provisions of SFAS No.  144  are  effective  for
financial  statements  issued  for fiscal  years  beginning  after
December 15, 2001.  The impact of the adoption of SFAS No. 144  on
our  reported  operating results, financial position and  existing
financial statement disclosure is not expected to be material.

Stock-Based Compensation
The  Company  accounts  for stock-based  awards  to  employees  in
accordance  with  Accounting  Principles  Board  Opinion  No.  25,
"Accounting   for   Stock   Issued  to  Employees"   and   related
interpretations and has adopted the disclosure-only alternative of
SFAS  No. 123, "Accounting for Stock-Based Compensation."  Options
granted to consultants, independent representatives and other non-
employees  are  accounted  for using  the  fair  value  method  as
prescribed by SEAS No. 123.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The   Company's  financial  statements  are  prepared  using   the
generally  accepted accounting principles applicable  to  a  going
concern,   which  contemplates  the  realization  of  assets   and
liquidation  of  liabilities  in the normal  course  of  business.


PAGE-20-F8


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

However,  the  Company  has not commenced  its  planned  principal
operations  and it has not generated any revenues.   In  order  to
obtain  the  necessary  capital,  the  Company  raised  funds  via
securities  offering pursuant to Regulation D, Rule 504.   If  the
securities  offering  does  not  provide  sufficient  capital,   a
shareholder of the Company has agreed to provide sufficient  funds
as a loan over the next twelve-month period.  However, the Company
is  dependent  upon  its  ability to  secure  equity  and/or  debt
financing  and  there are no assurances that the Company  will  be
successful, without sufficient financing it would be unlikely  for
the Company to continue as a going concern.

The   officers  and  directors  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.

Note 4 - Prepaid expenses

On  September  15,  2002, the Company executed  a  one-year  lease
agreement  with an individual and paid $1,500 for the annual  rent
of the testing site which is considered a prepaid expense.  During
the  year ended December 31, 2002, the Company had rental  expense
of  $500  and  as  of  December 31, 2002, the balance  in  prepaid
expense totaled $1,000. (See Note 11)

Note 5 - Fixed assets

On July 18, 2002, the Company acquired computer equipment totaling
$1,528.   For  the  year ended December 31, 2002,  the  amount  of
depreciation expense was $127.

Note 6 - 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. For the
year ended December 31, 2002, the amount accrued was $15,000 and is
due upon demand. (See Note 9)

Note 7 - Income taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
No.  109"), which requires use of the liability method.  SFAS  No.
109 provides that deferred tax assets and liabilities are recorded
based  on  the  differences between the tax bases  of  assets  and
liabilities  and  their carrying amounts for  financial  reporting
purposes,  referred  to  as temporary differences.   Deferred  tax
assets  and  liabilities at the end of each period are  determined
using the currently enacted tax rates applied to taxable income in
the  periods in which the deferred tax assets and liabilities  are
expected to be settled or realized.

The provision for income taxes differs from the amount computed by
applying  the  statutory federal income tax rate to income  before
provision  for income taxes.  The sources and tax effects  of  the
differences are as follows:



PAGE-21-F9


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


U.S federal statutory rate    (34.0%)
Valuation reserve              34.0%
Total                           - %

As  of  December  31, 2002, the Company has a net  operating  loss
carry  forward  of approximately $59,163 for tax  purposes,  which
will  be available to offset future taxable income.  If not  used,
this carry forward will expire in 2022.

Note 8 - Stockholder's equity

The Company is authorized to issue 25,000,000 shares of its $0.001
par value common stock.

During  December 2000, the Company 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. (See  Note
9)

During  January 2001, the president of the Company donated capital
of $100. (See Note 9)

During  February 2001, the Company 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, the Company completed an offering that  was
registered with the State of Nevada pursuant to NRS 90.490 and was
exempt  from federal registration pursuant to Regulation  D,  Rule
504  of the Securities Act of 1933, as amended.  The Company  sold
1,268,000 shares of its $0.001 par value common stock at  a  price
of $0.05 per share for total cash of $63,400.

There have been no other issuances of common stock.

Note 9 - Related party transactions

During  December 2000, the Company issued 2,000,000 shares of  its
$0.001  par  value common stock to an officer and  director.  (See
Note 8)

During  January 2001, the president of the Company donated capital
of $100. (See Note 8)

On  March  1, 2002, the Board of Directors of the Company approved
an  annual  base  salary of $18,000 with the Company's  president.
(See Note 6)

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.

Note 10 - Warrants and options

On  March  5,  2002,  the Company issued 126,800  warrants  to  an


PAGE-22-F10


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

investment banking firm 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  year  ended
December  31, 2002, no warrants have been exercised.  The  warrant
has  been  determined  to have no market value  using  the  Black-
Scholes option pricing model with a market value per common  share
of  $0.05, a risk free rate of return of 8%, an exercise period of
three years and a volatility of 30%.

Note 11 - Contracts and agreements

On  February 12, 2002, the Company executed an investment  banking
agreement with NevWest Securities Corporation (NW) to be the agent
of  the  issuer  for  the offering that was  exempt  from  federal
registration pursuant to Regulation D, Rule 504.  Pursuant to  the
terms  of  the  agreement, the Company paid NW  a  non-accountable
expense  allowance of $1,500 and 10% of the total  gross  proceeds
raised.   In  addition,  the Company 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 year ended December  31,  2002,
the Company paid NW a total of $9,340 for commissions, escrow fees
and a non-accountable expense allowance.

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.  (See
Note 4)
































PAGE-23-F11



                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons

A.   Directors, Executive Officers and Significant Employees

The  names,  ages,  and  positions of GFI's  directors,  executive
officers, and significant employees are as follows:


     NAME         AGE          POSITION         DIRECTOR SINCE
  -----------    -----    ------------------    -----------------
Harold W.         63     President and            November 2000
Sciotto                  Director

Sam H. Sciotto    38     Secretary, Treasurer,    November 2000
                         and Director

Harold  W. Sciotto, President and Director - From June 1964  until
his  retirement in May 1993, Mr. Sciotto served in  various  sales
and  management  positions with Sears Roebuck  &  Company.   These
positions   encompassed  store  sales  and  department  management
positions,  store  merchandise manager, district business  manager
for  six states and store manager of three stores in Arizona.  His
duties  included,  but  were not limited to,  sales,  advertising,
personnel management, financial statements and accounting.   Prior
to  and after retirement, Mr. Sciotto was a business consultant to
his son, Sam H. Sciotto, in various business ventures.  Currently,
he is devoting his expertise to Ginseng Forest, Inc.

Sam  H. Sciotto, Secretary, Treasurer and Director - For the  past
over  15 years, Mr. Sciotto has been buying and redeveloping small
business  enterprises.   He  has developed  management  skills  in
sales,   personnel,   accounting  and  financial   reports.    The
businesses  involved  were video sales  and  rental,  tanning  and
herbal  product sales, hair styling and herbal a fast food service
restaurant.  He is currently devoted to the development of Ginseng
Forest full-time.

B.   Family Relationships

Harold W. Sciotto (President and Director) is the father of Sam H.
Sciotto (Secretary, Treasurer and Director).

C.    Involvement on Certain Material Legal Proceedings During the
Last Five Years

No  director, officer, significant employee or consultant has been
convicted   in  a  criminal  proceeding,  exclusive   of   traffic
violations.    No  director,  officer,  significant  employee   or
consultant  has been permanently or temporarily enjoined,  barred,
suspended  or otherwise limited from involvement in  any  type  of
business, securities or banking activities.  No director,  officer
or  significant employee has been convicted of violating a federal
or state securities or commodities law.











PAGE-24-




Item 10. Executive Compensation.

Summary Compensation Table
                                    Annual Compensation
          (a)             (b)      (c)    (d)       (e)
  Name and Principal      Year   Salary  Bonus     Other
       Position                    ($)    ($)      Annual
                                                 Compensation
                                                    ($)

Harold W. Sciotto,        2002   15,000    0         0
President and Director
                          2001      0      0         0
                          2000      0      0         0
Sam H. Sciotto,           2002      0      0         0
Secretary, Treasurer,
and Director
                          2001      0      0         0
                          2000      0      0         0

On  March  1, 2002, the Board of Directors of the Company approved
an  annual  base  salary of $18,000 for Harold W.  Sciotto,  GFI's
President.   For  the  year ended December 31,  2002,  the  amount
accrued was $15,000 and is due upon demand.

There are no existing or planned option/SAR grants.

Employment Contracts

GFI has no employment agreements with any of its officers or directors.

Item  11.  Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners and Management

The  following table sets forth certain information as of the date
of  this  report with respect to the beneficial ownership  of  the
Common  Stock  of  GFI by (i) each director, (ii)  each  executive
officer, (iii) the directors and officers of GFI as a group,  (iv)
and  each  person known by GFI to own beneficially more than  five
percent (5%) of the Common Stock.  Unless otherwise indicated, the
owners have sole voting and investment power with respect to their
respective shares.


 Title of    Name of Beneficial Owner   Number of    % of
  Class                 (1)              Shares      Class
Common      Harold W. Sciotto,          2,000,000   53.08%
Stock       President, and Director
Common      Providential Management     500,000     13.27%
Stock       Group, Ltd.(2)
Common      Officers and Directors as a 2,500,000   66.35%
Stock       Group

Footnotes:

(1).    The address of officers and directors in the table is  c/o
  Ginseng Forest, Inc., 3812 North Gallatin Street, Mesa, AZ  85215.

(2)  The  Address for Providential Management Group, Ltd. is 11213
  Camaposa  Circle, San Diego, California 92126.   The  beneficial
  owner of Providential Management Group, Inc. is Lucas Zlosiln.



PAGE-25-


Change in Control

No  arrangements exist that may result in a change of control of GFI.

Item 12. Certain Relationships and Related Transactions.

During  December 2000, the Company 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.

Office  space  and  services  are provided  without  charge  by  a
director and shareholder.

Item 13. Exhibits and Reports on Form 8-K.

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

Exhibit Number           Name and/or Identification of Exhibit
--------------     ---------------------------------------------------------
    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.

    23.            Consent of Experts and Counsel
                     Consent of Beckstead and Watts, LLP.

    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

GFI  filed no Current Reports on Form 8-K during the last  quarter
of the fiscal year ended December 31, 2002.

Item 14. 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-26-




                            SIGNATURES

In  accordance with Section 13 or 15(d) 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)

              By: /s/ Harold W. Sciotto, President
                  --------------------------------

                         March 10, 2003

In  accordance with the Exchange Act, this report has been  signed
below by the following persons on behalf of the registrant and  in
the capacities and on the dates indicated.

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

   /s/ Harold W.      President, Principal     March 10, 2003
      Sciotto          Executive Officer,
  ---------------           Director
 Harold W. Sciotto

 /s/ Sam H. Sciotto        Secretary,          March 10, 2003
 ------------------   Treasurer, Director
   Sam H. Sciotto

 /s/ Sam H. Sciotto   Principal Financial      March 10, 2003
 ------------------         Officer
   Sam H. Sciotto

 /s/ Sam H. Sciotto   Principal Accounting     March 10, 2003
 ------------------         Officer
   Sam H. Sciotto


























PAGE-26-




     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  annual 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 annual report  fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

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

3.    Based  on my knowledge, this annual 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  annual
    report;

4.    Based  on my knowledge, the financial statements, and  other
    financial  information included in this annual 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 annual 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
      annual 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 annual report ("Evaluation Date"); and
    c)   presented in this annual 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 annual 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:     March 10, 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  annual 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 annual report  fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

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

3.   Based  on my knowledge, this annual 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  annual
    report;

4.   Based  on my knowledge, the financial statements, and  other
    financial  information included in this annual 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 annual 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
      annual 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 annual report ("Evaluation Date"); and
    c)   presented in this annual 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 annual 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:     March 10, 2003

By:  /s/ Sam H. Sciotto

Sam H. Sciotto, Principal Financial Officer



-PAGE-