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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
June 23, 2003

CARROLL SHELBY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)

000-49738
(Commission File Number)

86-1012155
(IRS Employer I.D. Number)

11150 West Olympic Blvd., Suite 1050
Los Angeles, California 90064
(Address of principal executive offices)

Registrant's telephone number, including area code: (310) 914-1843

Ginseng Forest, Inc.
(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

On June 23, 2003, the Registrant closed its previously announced agreement (the "Exchange Agreement") to acquire all of the outstanding common stock of Carroll Shelby Licensing, Inc. and Shelby Automobiles, Inc. (the "Shelby Companies") for 9,087,866 shares of the Registrant's common stock and a promissory note issued by the Registrant to the Shelby Companies security holders in the amount of $2,000,000 due December 31, 2003, all as more fully described in Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated June 3, 2003.

On July 28, 2003, the Registrant changed its name to Carroll Shelby International, Inc., increase its authorized common shares to 25 million and authorized the issuance of up to 5 million shares of preferred stock.

The purpose of this Form 8-K/A is to include the financial statements and financial information required as a result of the closing of the Exchange Agreement.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a): Proforma financial information
(b): Financial statements of Carroll Shelby International, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARROLL SHELBY INTERNATIONAL, INC. (Registrant)
	By:	/s/ JOHN LUFT John Luft, President
Dated: August 25, 2003

CARROLL SHELBY INTERNATIONAL, INC.
ITEM 7. FORM 8-K
AUGUST, 2003

GENERAL

The following unaudited pro forma combined condensed statements of operations for the year ended December 31, 2002 and the six months ended June 30, 2003 and 2002, reflect the acquisition of Carroll Shelby Licensing, Inc. and Shelby Automobiles, Inc. ("Shelby") by Carroll Shelby International, Inc. (formerly Ginseng Forest, Inc.) ("Ginseng) through the exchange of stock, as if it had occurred January 1, 2002, the first day of the immediately preceeding fiscal year of both entities. The acquisition was accomplished on June 23, 2003 through the exchange of all of the outstanding common shares of Shelby for 9,087,866 common shares of Ginseng common stock, representing a controlling interest in Ginseng, and a note payable from Ginseng to the Shelby shareholders. For the company's most recent balance sheet that includes this transaction, see its Form 10Q report for the quarter ended June 30, 2003 as filed with the Securities and Exchange Commission.

The acquisition of Shelby is considered a reverse acquisition and accounted for under the purchase method of accounting. Under reverse acquisition accounting, Shelby is considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of Adriatic. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their fair values. No adjustments have been made in the pro forma balance sheet to the carrying values of the Ginseng assets acquired or liabilities assumed since management believes that their carrying values approximate fair value.

PROFORMA ADJUSTMENTS

The proforma adjustments given effect in the following unaudited combined condensed statements of operations are described as follows:

(a): To record the proforma effect of Ginseng's net operating loss on the income tax provision during the period..
(b): The weighted average shares outstanding during these periods includes the issuance of 9,087,866 shares of common stock of Ginseng to the shareholders of Shelby as if such shares had been outstanding since the beginning of the period and any additional outstanding common shares of Ginseng for the periods actually issued and outstanding.

CARROLL SHELBY INTERNATIONAL, INC.
(formerly Ginseng Forest, Inc.)
Proforma Condensed Statement of Operations
For the six months ended June 30, 2003
(Unaudited)

		Shelby			Ginseng			Pro Forma Adjustments			Pro Forma Amounts
Revenue		$	518,132		$	—		$	—		$	518,132
Expenses:
Selling and marketing expenses			179,831			26,707			—			206,538
General and administrative expenses			195,846			7,205			—			203,051

	*Total operating expenses*		375,677			33,912						409,589
	Net income (loss) from operations		142,455			(33,912	)		108,543
Interest expense			(1,670	)		—			(1,670	)
Other income			12,000			—						12,000

	Net (income) loss before income taxes		152,785			(33,912	)					118,873
	Income tax expense		54,800			—			(7,300	)(a)		47,500

NET LOSS		$	97,985		$	(33,912	)	$	7,300		$	71,373

Net loss per share of common stock—basic and diluted		$	.01								$	.01

Weighted average number of common shares outstanding			9,087,866									12,855,866	(b)

CARROLL SHELBY INTERNATIONAL, INC.
(formerly Ginseng Forest, Inc.)
Proforma Condensed Statement of Operations
For the year ended December 31, 2002
(Unaudited)

		Shelby			Ginseng			Pro Forma Adjustments			Pro Forma Amounts
Revenue		$	598,988		$	—		$	—		$	598,988
Expenses:
Selling and marketing expenses			314,667			—			—			314,667
General and administrative expenses			906,484			46,865			—			953,349

	*Total operating expenses*		1,221,151			46,865			1,268,016
	Net income (loss) from operations		(622,163	)		(46,865	)		(669,028	)
Interest expense			(24,378	)		—			(24,378	)
Other income			85,516			—			85,516

	Net (income) loss before income taxes		(561,025	)		(46,865	)					(607,890	)
	Income tax expense		—			—						—

NET LOSS		$	(561,025	)	$	(46,865	)	$	—		$	(607,890	)

Net loss per share of common stock — basic and diluted		$	(.06	)							$	(.05	)

Weighted average number of common shares outstanding			9,087,866									12,855,866	(b)

CARROLL SHELBY INTERNATIONAL, INC.
(formerly Ginseng Forest, Inc.)
Proforma Condensed Statement of Operations
For the six months ended June 30, 2002
(Unaudited)

		Shelby			Ginseng			Pro Forma Adjustments			Pro Forma Amounts
Revenue		$	262,050		$	—		$	—		$	262,050
Expenses:
Selling and marketing expenses			220,300			—			—			220,300
General and administrative expenses			380,690			31,483			—			412,173

	*Total operating expenses*		600,990			31,483						632,473
	Net income (loss) from operations		(338,940	)		(31,483	)					(370,423	)
Interest expense			(13,853	)		—						(13,853	)
Other income			10,000			—						10,000

	Net (income) loss before income taxes		(342,793	)		(31,483	)		(374,276	)
	Income tax expense		—			—			—

NET LOSS		$	(342,793	)	$	(31,483	)	$	—		$	(374,276	)

Net loss per share of common stock—basic and diluted		$	(.04	)							$	(.03	)

Weighted average number of common shares outstanding			9,087,866									12,442,540	(b)

CARROLL SHELBY LICENSING, INC.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001

CARROLL SHELBY LICENSING, INC.

CONTENTS

		Page
Independent Auditors' Report		9
Balance Sheets as of December 31, 2002 and 2001		10
Statements of Operations for the years ended December 31, 2002 and 2001		11
Statement of Changes in Shareholder's Equity for the years ended December 31, 2002 and 2001		12
Statements of Cash Flows for the years ended December 31, 2002 and 2001		13
Notes to Financial Statements		14-17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Carroll Shelby Licensing, Inc.

We have audited the accompanying balance sheets of Shelby Licensing International, Inc. as of December 31, 2002 and 2001 and the related statements of operations, changes in shareholder's equity, and cash flows for the years then ended. 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 auditing standards generally accepted 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 statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Carroll Shelby Licensing, Inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Spicer, Jefferies & Co.

Denver, Colorado
May 22, 2003

CARROLL SHELBY LICENSING, INC.

BALANCE SHEETS

						December 31,
			June 30, 2003			December 31,
			June 30, 2003			2002			2001
			(unaudited)
ASSETS
Current Assets
	Cash		$	—		$	22,929		$	179,836
	Accounts receivable			30,940			132,143			268,940
	Due from related parties			7,533			7,321			7,348

		*Total current assets*		38,473			162,393			456,124

Property and equipment, at cost				1,126,856			1,133,776			1,128,393
	Less: accumulated depreciation			(985,290	)		(913,782	)		(770,768	)

				141,566			219,994			357,625

Other Assets:
	Deposits			8,282			8,282			8,282

		*Total assets*	$	188,321		$	390,669		$	822,031

LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
	Accounts payable		$	112,460		$	148,609		$	193,604
	Due to shareholder			116,434			314,467			8,878
	Current portion of long term debt			17,016			83,167			130,931

		*Total current liabilities*		245,910			546,243			333,413

Long term debt				—			—			83,167

Commitments
Shareholder's equity:
	Common stock, $1.00 par, authorized 100,000 shares, 1,000 shares issued and outstanding			1,000			1,000			1,000
	Retained earnings (deficit)			(58,589	)		(156,574	)		404,451

		*Total shareholder's equity*		(57,589	)		(155,574	)		405,451

		*Total liabilities and shareholder's equity*	$	188,321		$	390,669		$	822,031

CARROLL SHELBY LICENSING, INC.

STATEMENTS OF OPERATIONS

			Six months ended June 30,						Year ended December 31,
			2003			2002			2002			2001
			(unaudited)			(unaudited)
REVENUES
	Royalty income		$	160,436		$	212,637		$	500,162		$	1,186,004
	Equipment rental			—			—			98,826			88,944
	Sale of vintage automobile, net			357,696			49,413			—			—

		*Total revenues*		518,132			262,050			598,988			1,274,948

EXPENSES
	Selling expenses			179,831			220,300			314,667			359,984
	General and administrative expenses			195,846			379,890			906,484			734,055

				375,677			600,190			1,221,151			1,094,039

	*Operating income*			142,455			(338,140	)		(622,163	)		180,909

OTHER INCOME (EXPENSE)
	Sublease rental income			12,000			10,000			84,947			6,698
	Interest expense			(1,670	)		(13,852	)		(24,378	)		(70,840	)
	Other			—			(800	)		569			204

				10,330			(4,652	)		61,138			(63,938	)

	*Net income before income taxes*			152,785			(342,792	)		(561,025	)		116,971
INCOME TAXES				(54,800	)		—			—			—

NET INCOME (LOSS)			$	97,985		$	(342,792	)	$	(561,025	)	$	116,971

CARROLL SHELBY LICENSING, INC.

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

		Common Stock		Retained Earnings (Deficit)
BALANCES, December 31, 2000		$	1,000	$	287,480
	Net income				116,971

BALANCES, December 31, 2001			1,000		404,451
	Net income				(561,025	)

BALANCES, December 31, 2002		$	1,000	$	(156,574	)
	Net income for six months				97,985

BALANCES, June 30, 2003 (unaudited)		$	1,000	$	(58,589	)

CARROLL SHELBY LICENSING, INC.

STATEMENTS OF CASH FLOWS

			Six months ended June 30,						Year ended December 31,
			2003			2002			2002			2001
			(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	97,985		$	(342,792	)	$	(561,025	)	$	116,971
	Adjustments to reconcile net income to cash provided (used) by operating activities:
		Depreciation and amortization		71,508			70,986			143,014			228,433
		Decrease (increase) in receivables		101,203			126,070			136,797			(107,206	)
		Increase in other assets		(7,533	)		(20,493	)		—			—
		(Decrease) increase in payables and accruals		(18,845	)		32,238			(44,995	)		(218,027	)

		Cash provided (used) by operating activities		244,318			(133,991	)		(326,209	)		20,171

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment			(10,384	)		—			(5,383	)		(22,673	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on notes payable			(66,151	)		(86,887	)		(83,167	)		(165,043	)
	Increase in due to shareholder			89,288			41,042			305,589			216,561
	Decrease (increase) in due from related parties			(280,000	)					27			(111	)

				(256,863	)		(45,845	)		222,449			51,407

INCREASE (DECREASE) IN CASH				(22,929	)		(179,836	)		(109,143	)		48,905
CASH, Beginning of year				22,929			179,836			179,836			—

CASH, end of year			$	—		$	—		$	70,693		$	179,836

The accompanying notes are an integral part of this statement.

CARROLL SHELBY INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations

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

The Company's revenues are substantially royalties derived from licensing agreements with domestic companies including manufacturers of automobiles and accessories, clothing, video games and miscellaneous gift and novelty items.

Cash Equivalents

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

Accounts Receivable

The Company uses the allowance method for accounting for bad debts. At December 31, 2002, the Company's management believes all receivables are collectible.

Property and Equipment

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

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows estimated to be generated by the asset.

Income Taxes

The Company's shareholder has elected for it to report as an S Corporation for income tax purposes. Accordingly, the Company does not pay Federal or state corporate income taxes because its items of taxable income or loss are reported by the shareholder.

Advertising Costs

Advertising and marketing costs are expensed as incurred and totaled approximately $33,114 and $58,680 for the years ended December 31, 2002 and 2001, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, accounts receivable, accounts payable, loans payable, and amounts due to shareholder. It is management's opinion that the Company is not exposed to significant interest, currency or credit risk arising from its financial instruments and that their fair values approximate their carrying values, unless otherwise noted.

Recent Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." Such standard requires any gain or loss on extinguishments of debt to be presented as a component of continuing operations (unless specific criteria are met) whereas SFAS No. 4 required that such gains and losses be classified as an extraordinary item in determining net income. Upon adoption of SFAS No. 145, the Company will reclassify any extraordinary gains and losses on the extinguishments of debt recorded in prior periods to continuing operations. The adoption of SFAS 145 did not have a material effect on the Company's financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Such standard requires costs associated with exit or disposal activities (including restructurings) to be recognized when the costs are incurred, rather than at a date of commitment to an exit or disposal plan. SFAS No. 146 nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."

Under SFAS No. 146, a liability related to an exit or disposal activity is not recognized until such liability has actually been incurred whereas under EITF Issue No. 94-3 a liability was recognized at the time of a commitment to an exit or disposal plan. The provisions of this standard are effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 did not have a material effect on the Company's financial position or results of operations.

On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure." This standard amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This standard also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The adoption of SFAS 148 did not have a material effect on the Company's financial position or results of operations.

NOTE 2—NOTES PAYABLE

The Company's notes payable at each year end are follows:

		2002		2001
Installment note payable, due $9,883 monthly including interest at 7.5%, secured by transportation equipment, due September, 2003		$	83,167	$	187,971
Installment note payable, due $8,915 monthly including interest at 7.5%, secured by transportation equipment, due March, 2002			—		26,127

			83,167		214,098
	Less: current portion		83,167		130,931

		$	—	$	83,167

NOTE 3—PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2002 and 2001:

	2002			2001
Truck with trailer	$	478,079		$	478,079
Airplane		300,000			300,000
Automobiles		306,587			303,587
Furniture and equipment		37,553			35,170
Leasehold improvements		11,557			11,557

		1,133,776			1,128,393
Accumulated depreciation		(913,782	)		(770,768	)

	$	219,994		$	357,625

Depreciation expense was $143,014 and $228,433 for the years ended December 31, 2002 and 2001, respectively.

NOTE 4—RELATED PARTY TRANSACTIONS

The Company's shareholder holds the trademarks that are the subject of its licensing agreeements. The shareholder has assigned all rights and obligations of the trademarks to the Company and the Company enters into any related licensing agreements with licensees directly. The Company has entered into a non exclusive licensing agreement for use of the trademarks with a related entity owned by its shareholder. It received $165,000 and $396,945 of royalty income from the related company for the years ended December 31, 2002 and 2001, respectively.

In addition, the Company rents certain of its transportation equipment to related entities owned by its shareholder. It received $98,826 and $88,944 from such rentals for the years ended December 31, 2002 and 2001, respectively.

The Company also subleases a portion of its office space to related entities. During the years ended December 31, 2002 and 2001, it received $62,947 and $40,170 respectively.

The Company's shareholder advances funds for operating capital from time to time. These advances are non interest bearing and do not have a due date. Repayments are made when working capital is adequate. The outstanding balances of such advances due to the shareholder were $314,467 and $8,878 at December 31, 2002 and 2001, respectively.

NOTE 6—COMMITMENTS

The Company leases its office space under the terms of a joint and several lease agreement with an unrelated cotenant. The amounts in the following table are the Company's one half share of the minimum lease obligation. If the cotenant could not meet it obligation under the lease, the Company would be required to assume additional rental expenses approximately equal to the amounts shown below.

Year	Amount
2003	$	93,936
2004	$	96,754
2005	$	8,082

During the years ended December 31, 2002 and 2001, the Company paid rent expenses of $90,534 and $87,987, respectively, including annual escalation of base operating expenses as defined in the agreement.

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ITEM 5. OTHER EVENTS

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES
CARROLL SHELBY INTERNATIONAL, INC. ITEM 7. FORM 8-K AUGUST, 2003
CARROLL SHELBY INTERNATIONAL, INC. (formerly Ginseng Forest, Inc.) Proforma Condensed Statement of Operations For the six months ended June 30, 2003 (Unaudited)
CARROLL SHELBY INTERNATIONAL, INC. (formerly Ginseng Forest, Inc.) Proforma Condensed Statement of Operations For the year ended December 31, 2002 (Unaudited)
CARROLL SHELBY INTERNATIONAL, INC. (formerly Ginseng Forest, Inc.) Proforma Condensed Statement of Operations For the six months ended June 30, 2002 (Unaudited)
CARROLL SHELBY LICENSING, INC. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001
CARROLL SHELBY LICENSING, INC. CONTENTS
INDEPENDENT AUDITORS' REPORT
CARROLL SHELBY LICENSING, INC. BALANCE SHEETS
CARROLL SHELBY LICENSING, INC. STATEMENTS OF OPERATIONS
CARROLL SHELBY LICENSING, INC. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
CARROLL SHELBY LICENSING, INC. STATEMENTS OF CASH FLOWS
CARROLL SHELBY INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS

GINSENG FOREST INC 8-K/A