Imperial Ginseng Products Ltd.

Suite 1601

650 West Georgia Street

Vancouver, British Columbia

Canada V6B 4N7

Tel.: (604) 689-8863

Fax: (604) 689-8892

February 12, 2002

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Attention: Document Control

Dear Sirs:

Re:

Imperial Ginseng Products Ltd. (the “Company”)

Attached is the Company’s Form 6-K with the financial statements for the Company for the quarter ended December 31, 2002 including supplementary information and management discussion as required by the British Columbia Securities Commission. A copy has been filed with the British Columbia Securities Commission, the TSX Venture Exchange, NASDAQ, and has been mailed to all shareholders requesting it.

Please call should you have any questions.

Sincerely,

IMPERIAL GINSENG PRODUCTS LTD.

“Hilary Madore”

Hilary S.A. Madore, CMA

Vice President Finance

Attachments

cc:

Nasdaq Stock Market

Cover Sheet of Form 6-K

Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of May , 2003

December

2002

Imperial Ginseng Products Ltd.

Suite 1601 – 650 West Georgia St. Vancouver, British Columbia, V6B 4N7

[Indicate by check mark whether the registrant files of will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F X

XForm 40-F ________

Form 40-F

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes X

XNo _______

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, thereunto duly authorized.

Imperial Ginseng Products Ltd.

(Registrant)

Date ~~February~~May 1229, 2003

“James S. Chang”

James S. Chang

President and Director

QUARTERLY AND YEAR END REPORT

BC FORM 51-901f

(previously Form 61)

Incorporated as part of :		X	Schedule A
		X	Schedule B & C

ISSUER DETAILS:

NAME OF ISSUER	Imperial Ginseng Products Ltd.

ISSUER ADDRESS	Suite 1601 - 650 West Georgia
	P.O. Box 11549
	Vancouver, BC
	V6B 4N7

CONTACT PERSON	Hilary Madore

CONTACT POSITION	Vice President Finance

CONTACT TELEPHONE #	(604) 689-8863

CONTACT EMAIL ADDRESS	hilary@imperialginseng.com

WEB SITE ADDRESS	N/A

FOR QUARTER ENDED	March 31, 2003

DATE OF REPORT	May 5, 2003

CERTIFICATE

THE SCHEDULE(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ATTACHED AND THE DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY OF THIS QUARTERLY REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT. PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF SCHEDULE A AND SCHEDULES B & C.

HUGH CARTWRIGHT	*“Hugh Cartwright”*	2003/05/05
NAME OF DIRECTOR	SIGNED	DATE SIGNED (YY/MM/DD)

JAMES CHANG	*“James Chang”*	2003/05/05
NAME OF DIRECTOR	SIGNED	DATE SIGNED (YY/MM/DD)

Consolidated Financial Statements of

IMPERIAL GINSENG PRODUCTS LTD.

~~Six~~Nine months ended ~~December~~March 31, ~~2002~~2003

(Unaudited - Prepared by Management)

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Balance Sheet

(expressed in Canadian dollars)

(Unaudited - Prepared by Management)

	December 31, 2002	June 30, 2002 (Audited)
	March 31, 2003	June 30, 2002 (Audited)
Assets
Current Assets:
Cash	$ ~~425~~496,~~464~~998	$ 70,969
Accounts receivable	~~138~~323,~~199~~603	36,136
Inventory	~~885~~177,~~292~~261	610,800
Ginseng crop costs (schedule)	3,500,000	2,800,000
Prepaid expenses	956,~~197~~788	122,794
	4,958,152	3,640,699
	4,554,650	3,640,699
Ginseng crop costs (schedule)	2,~~497~~998,~~213~~584	4,223,802
Capital assets	1,~~671~~654,~~689~~161	1,912,819
Investment	1	1
	$ 9,127,055	$ 9,777,321
	$ 9,207,396	$ 9,777,321
Liabilities and Shareholders’ Equity
Current Liabilities:
Bank indebtedness	$ -	$ 545,000
Accounts payable and accrued liabilities	1,~~426~~407,~~533~~715	1,431,067
Current portion of obligations under capital leases	~~428~~415,~~513~~610	104,941
Current portion of term debt	~~893~~818,950	1,078,894
	2,748,996	3,159,902
	2,642,275	3,159,902
Royalty amount payable	62,820	62,820
Obligations under capital leases	~~121~~113,~~706~~482	483,104
Term debt	~~341~~314,~~736~~538	654,132
Shareholders’ Equity:
Share capital (note 3)	5051,~~963~~607,~~447~~091	49,665,787
Conversion option	266,701	266,701
Deficit	(45,~~378~~799,~~351~~511)	(44,515,125)
	5,851,797	5,417,363
	6,074,281	5,417,363
	$ 9,127,055	$ 9,777,321
	$ 9,207,396	$ 9,777,321

On Behalf of the Board

“James Chang”

“Hugh Cartwright”

James Chang, Director

Hugh Cartwright, Director

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Statements of Loss

(expressed in Canadian Dollars)

(Unaudited - Prepared by Management)

	Three months ended December 31, 2002	Three months ended December 31, 2001	Six Months ended December 31, 2002	Six months ended December 31, 2001
	Three months ended March 31, 2003	Three months ended March 31, 2002	Nine months ended March 31, 2003	Nine months ended March 31, 2002
Revenue:
Ginseng root	$ 31,~~550~~284,~~748~~050	$ 12,~~580~~689,~~616~~422	$ 45,~~116~~400,~~659~~709	$ 24,~~188~~878,~~824~~246
Consumer products	7339,~~359~~051	7627,~~791~~262	~~268~~308,~~961~~012	~~343~~370,~~588~~850
	3,624,107	1,657,407	4,385,620	2,532,412
	1,323,101	2,716,684	5,708,721	5,249,096
Cost of sales	2755,~~848,290~~441	12,~~566~~835,~~657~~676	34,~~444~~199,~~262~~703	25,~~181~~017,~~368~~044
Gross profit	775,817	90,750	941,358	351,044
Gross profit (loss)	567,660	(118,992)	1,509,018	232,052
Interest and other income	924,~~705~~588	106,~~691~~778	~~287~~312,~~624~~212	1522,~~264~~042
	785,522	101,441	1,228,982	366,308
	592,248	(112,214)	1,821,230	254,094
Expenses:
Depreciation	-	-	630	939
Interest	7827,~~109~~471	~~104~~92,~~455~~788	86114,~~730~~201	~~144~~236,~~088~~876
Legal and audit	~~23,974~~787	~~4,002~~854	29,~~191~~978	1011,~~847~~701
Marketing	~~117~~40,~~464~~241	5984,~~794~~219	~~138~~178,~~084~~325	84168,~~269~~488
Office supplies and services	69,~~698~~026	75,~~535~~220	1322,~~145~~171	1622,~~808~~028
Other	123,~~738~~514	1610,~~820~~470	1417,~~447~~961	2434,~~050~~520
Rent	1112,~~151~~230	10,~~216~~394	2234,~~441~~671	2131,~~352~~746
Salaries	~~110~~133,~~003~~680	~~129~~34,~~020~~365	~~226~~359,~~167~~847	~~260~~294,~~202~~567
Travel	84,~~316~~976	153,~~889~~892	1621,~~055~~031	1821,~~023~~915
	368,453	347,731	546,890	580,578
	231,925	242,202	778,815	822,780
Income (loss) before undernoted	~~417~~360,~~069~~323	(~~246~~354,~~290~~416)	~~682~~1,~~092~~042,415	(~~214~~568,~~270~~686)
Gain on disposal of capital assets	185,~~467~~445	-	2733,~~900~~345	1,800
Write off bond issue costs	-	~~(4,868)~~-	-	(4,868)
Net income (loss) before taxes	~~435~~365,~~536~~768	(~~251~~354,~~158~~416)	~~709~~1,~~992~~075,760	(~~217~~571,~~338~~754)
Income tax expense (recovery)	6975	~~(10~~3,~~594)~~286	(11,~~892~~817)	(41,~~840~~554)
Net income (loss)	$ ~~435~~365,~~467~~693	$ (~~240~~357,~~564~~702)	$ ~~721~~1,~~884~~087,577	$ (~~212~~570,~~498~~200)
Loss per share (note 2)	$ (0.0304)	$ (0.3930)	$ (0.0811)	$ (0.6982)
Weighted average number of shares outstanding	11,~~241~~625,~~352~~484	23,~~816~~783,~~794~~498	11,~~241~~625,~~352~~484	23,~~816~~783,~~794~~498

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Statements of Deficit

(expressed in Canadian Dollars)

(Unaudited - Prepared by Management)

	Three months ended December 31, 2002	Three months ended December 31, 2001	Six Months ended December 31, 2002	Six Months ended December 31, 2001
	Three months ended March 31, 2003	Three months ended March 31, 2002	Nine months ended March 31, 2003	Nine months ended March 31, 2002
Deficit, beginning of the period	$(45,~~026~~378,~~965~~351)	$(3536,~~202~~314,~~074~~606)	$(44,515,125)	$(34,360,735)
Net income (loss)	~~435~~365,~~467~~693	(~~240~~357,~~564~~702)	~~721~~1,~~884~~087,577	(~~212~~570,~~498~~200)
Preferred share dividends	(678,424)	(~~745~~684,~~240~~783)	(12,~~365~~043,~~460~~884)	(12,~~488~~173,~~343~~126)
Royalty amount	(108,429)	(~~126~~110,~~728~~168)	(~~219~~328,~~650~~079)	(~~253~~363,~~030~~198)
Deficit, end of the period	$(45,~~378~~799,~~352~~511)	$(3637,~~314~~467,~~606~~259)	$(45,~~378~~799,~~351~~511)	$(3637,~~314~~467,~~606~~259)

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Statements of Cash Flows

(expressed in Canadian dollars)

(Unaudited - Prepared by Management)

	Three months ended December 31, 2002	Three months ended December 31, 2001	Six Months ended December 31, 2002	Six months ended December 31, 2001
	Three months ended March 31, 2003	Three months ended March 31, 2002	Nine Months ended March 31, 2003	Nine Months ended March 31, 2002
Cash flows from operations:
Net income (loss)	$ ~~435~~365,~~467~~693	$(~~240~~357,~~564~~702)	$ ~~721~~1,~~884~~087,577	$ (~~212~~570,~~498~~200)
Adjustments to reconcile net income to cash provided by operating activities:
Cost of ginseng crops harvested	2527,~~394,322~~343	12,~~380~~336,~~511~~099	2,~~394~~921,~~322~~665	13,~~380~~716,~~511~~610
Depreciation and amortization	9566,~~356~~099	27119,~~080~~628	~~102~~168,~~618~~717	18137,~~360~~988
Write off of deferred debt issue costs	-	-	-	4,868
Net loss (gain) on disposal of capital assets	(18,467)	325	(27,900)	(1,475)
Gain on disposal of capital assets	-	-	-	(1,475)
Gain on settlement of term debt	-(25,000)	-	(~~270~~295,000)	-
	2,906,678	1,167,352	2,920,924	1,189,766
	934,135	2,098,025	3,882,959	3,287,791
Changes in non-cash working capital:
Increase in accounts receivable	(73,046)	(26,303)	(102,063)	(30,779)
Decrease (increase) in accounts receivable	(185,404)	37,369	(287,467)	6,590
Decrease (increase) in inventory	(159,249)	(414,032)	353,011	45,936
Decrease in inventory	117,391	370,086	470,402	416,022
Ginseng crop costs, net of deferred depreciation and amortization	(~~693~~424,~~829~~792)	(~~763~~584,~~722~~273)	(12,~~777~~202,~~961~~753)	(12,~~954~~538,~~704~~977)
Decrease in prepaid expenses	140,340	167,251	94,444	64,607
Decrease (increase) in prepaid expenses	(37,801)	(56,418)	56,643	8,189
Increase in accounts payable	(~~256~~162,~~561~~027)	(14334,~~392~~580)	(~~291~~454,~~984~~011)	(40374,~~095~~675)
Royalty amount payable	-	-	-	(9,000)
Cash provided by operating activities	1241,~~864,333~~502	~~116~~1,~~154~~530,209	1,~~196~~465,~~371~~773	~~(734~~795,~~269)~~940
Cash flows from financing activities:
Drawing (repayment) of short-term borrowings	(1,515,000)	(45,000)	(545,000)	905,000
Repayment of short-term borrowings	-	(905,000)	(545,000)	-
Reduction of capital lease obligations	(2021,~~228~~127)	(3519,~~033~~211)	(3758,~~826~~953)	(5372,~~320~~531)
Reduction of term debt	-(80,000)	(9,~~486~~631)	(~~232~~312,944)	(~~119~~129,~~726~~357)
Cash used in financing activities	(1101,~~535,228~~127)	(89933,~~519~~842)	(~~815~~916,~~770~~897)	~~731~~(201,~~954~~888)
Investing:
Purchase of capital assets, net of disposal proceeds	(468,~~120~~841)	(3151,~~147~~084)	(26122,~~106~~847)	(81132,~~247~~331)
Net increase in cash	~~324~~71,~~985~~534	(4545,~~512)~~283	~~354~~426,~~495~~029	~~(83~~461,~~562)~~721
Cash at beginning of period	~~100~~425,~~479~~464	7773,~~680~~168	70,969	156,730
Cash at end of period	$ ~~425~~496,~~464~~998	$ 73618,~~168~~451	$ ~~425~~496,~~464~~998	$ 73618,~~168~~451

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Statements of Cash Flows (Continued)

(expressed in Canadian dollars)

(Unaudited - Prepared by Management)

	Three Months ended December 31, 2002	Three months ended December 31, 2001	Six Months ended December 31, 2002	Six months ended December 31, 2001
	Three Months ended March 31, 2003	Three months ended March 31, 2002	Nine months ended March 31, 2003	Nine months ended March 31, 2002
Non-cash investing and financing activities not included in cash flows:
Term debt converted to preferred shares	$ -	$ -	$ -	$ 160,000
Preferred shares converted to common shares	100,000	-	731,935	-
Common shares issued in settlement of debt	-	52,500	-	52,500
Preferred shares converted to common shares	-	2,065,189	731,935	2,065,189
Interest accrued on term debt converted to preferred shares	-	-	-	38,583
Dividends and royalty accrued on preferred shares	786,853	~~871~~794,~~968~~951	12,~~585~~371,~~110~~963	12,~~741~~536,~~373~~324
Preferred share issue costs accrued	143,~~417~~209	144,~~811~~558	~~287~~430,~~450~~659	~~288~~433,~~794~~352
Bond discount on bonds converted transferred to preferred shares	-	-	-	29,125
Capital asset purchases financed with capital lease	-	-	-	-
Supplemental cash flow information:
Interest paid	$ 332,~~054~~376	$ 4125,~~175~~714	$ 7072,~~182~~558	$ 6994,~~194~~908
Income tax paid	-	~~12,292~~-	-	34,523

IMPERIAL GINSENG PRODUCTS LTD.

Consolidated Schedules of Ginseng Crop Costs

(expressed in Canadian dollars)

(Unaudited - Prepared by Management)

	Three Months ended December 31, 2002	Three months ended December 31, 2001	Six Months ended December 31, 2002	Six months ended December 31, 2001
	Three months ended March 31, 2003	Three months ended March 31, 2002	Nine months ended March 31, 2003	Nine months ended March 31, 2002
Capital tax	$ 45,~~572~~223	$ 112,~~167~~999	$ (2116,~~495~~272)	$ 1629,~~419~~418
Depreciation	7576,~~473~~579	~~152~~153,~~125~~384	~~153~~230,~~794~~373	~~302~~455,~~385~~769
Direct labour	~~421~~156,~~726~~587	~~475~~291,~~336~~454	~~992~~1,~~689~~149,276	~~989~~1,~~118~~280,572
Equipment rental	242,~~725~~651	298,~~864~~281	3134,~~696~~347	5564,~~756~~037
Fertilizers	258,~~634~~740	595,~~225~~736	~~136~~144,~~109~~849	~~231~~236,~~085~~821
Fuel	204,~~062~~911	222,~~805~~141	4954,~~263~~174	4345,~~524~~665
Hardware, supplies and small tools	192,~~077~~305	224,~~821~~430	3538,~~998~~303	3640,~~535~~965
Insurance	-4,976	-4,773	1419,~~276~~252	1317,~~101~~874
Land rental	14181,~~557~~841	37183,~~096~~747	~~206~~388,~~220~~061	~~204~~388,~~904~~651
Mulch	~~113~~5,~~079~~631	~~63,207~~-	~~220~~225,~~181~~812	246,046
Office supplies and services	1634,~~018~~516	1434,~~773~~116	3570,~~654~~170	3367,~~062~~178
Rent	43,~~920~~570	1213,~~130~~605	913,~~840~~410	2741,~~685~~290
Repairs and maintenance	1910,~~150~~183	15,~~804~~900	4253,~~820~~003	3046,~~236~~136
Telephone and utilities	13,~~464~~058	63,~~531~~708	814,~~688~~585	1317,~~451~~159
Travel and automobile	~~8,845~~600	23,~~963~~383	1613,~~022~~783	1317,~~782~~165
	769,302	915,847	1,931,755	2,257,089
	501,371	737,657	2,433,126	2,994,746
Balance, beginning of period	75,~~323~~997,~~001~~213	1110,~~891~~199,~~734~~831	7,023,802	12,121,780
	8,092,303	12,807,581	8,955,557	14,378,869
	6,498,584	10,937,488	9,456,928	15,116,526
Less amounts charged to cost of sales and inventory	~~(2,095,090)~~-	~~(2,607,750)~~-	(2,958,344)	(4,179,038)
Net crop costs, end of period	$ 56,~~997~~498,~~213~~584	$10,~~199~~937,~~831~~488	$ 56,~~997~~498,~~213~~584	$10,~~199~~937,~~831~~488
Comprised of:
Current portion expected to be harvested and marketed within one year	$ 3,500,000	$ 3,800,000	$ 3,500,000	$ 3,800,000
Balance expected to be harvested after one year	2,~~497~~998,~~213~~584	67,~~399~~137,~~831~~488	2,~~497~~998,~~213~~584	67,~~399~~137,~~831~~488
	$ 5,997,213	$10,199,831	$ 5,997,213	$10,199,831
	$ 6,498,584	$10,937,488	$ 6,498,584	$10,937,488

~~Notes to Consolidated Financial Statements~~1.

~~(expressed~~Interim inunaudited ~~Canadian~~financial ~~dollars)~~statements

(Unaudited – Prepared by Management

Six months ended December 31, 2002

1. Interim Unaudited Financial Statements

These interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements and should be read in conjunction with the financial statements for the year ended June 30, 2002.

2. ~~Net loss per share~~

Net loss per share

Net loss per share is calculated by dividing net loss available to common shareholders which includes preferred share dividends and royalty amount by the weighted average number of shares outstanding. Fully diluted loss per share has not been presented as outstanding stock options, warrants, and debt and preferred share conversions are anti-dilutive.

3. ~~Capital stock~~

Capital stock

Authorized share capital:

100,000,000 Common Shares without par value

100,000,000 Class “A” Preferred shares with a par value of $1 each

100,000,000 Class “B” Preferred shares with a par value of $5 each

Issued and outstanding:

	December 31, 2002	June 30, 2002
	March 31, 2003	June 30, 2002
Common shares (a)	$ 22,641,042	$ 21,909,107
Class “A” Preferred shares (b)	19,~~417~~274,~~983~~774	20,437,368
Unpaid dividends and royalties (c)	89,~~904~~691,~~422~~275	7,319,312
	$ 50,963,447	$ 49,665,787
	$ 51,607,091	$ 49,665,787

(a)

Common Shares issued:

	Number of shares	Amount
Balance, June 30, 2000	2,092,587	$ 19,519,865
Preferred share conversions	57,569	65,200
Bond conversions – principal and interest	666,638	185,986
Conversion option attributable to bonds converted	-	72,867
Balance, June 30, 2001	2,816,794	19,843,918
Preferred share conversions	4,332,121	2,012,689
Share for debt settlement	154,412	52,500
Balance, June 30, 2002	7,303,327	21,909,107
Preferred share conversions	5,107,495	731,935
Balance, December 31, 2002	12,410,822	$ 22,641,042
Balance, March 31, 2003	12,410,822	$ 22,641,042

On August 13, 2002, Qwest Bancorp Ltd., a company related by directors in common, converted 402,212 Class “A” Preferred Shares into 3,656,473 common shares of the Company at a price of $0.11 per share.

Also on August 13, 2002, a director of the Company converted 134,071 Class “A” Preferred Shares into 1,218,827 common shares of the Company at a price of $0.11 per share.

On July 2, 2002, a preferred shareholder converted 95,652 Class “A” Preferred Shares into 187,553 common shares at a price of $0.51 per share.

On October 29, 2002, preferred shareholders converted 100,000 Class “A” preferred shares into 44,642 common shares at a price of $2.24 per share.

(b)

Preferred Shares issued:

	Number of shares	Amount
Balance, June 30, 2000	17,098,330	$ 15,370,708
Original principal amount of bonds converted	4,810,500	4,810,500
Unamortized bond discount of bonds converted	-	(163,879)
Conversion option attributable to bonds converted	-	997,171
Accrued interest on bonds converted	902,570	902,570
Total carrying value of bonds converted to preferred shares in 2001	5,713,070	6,546,362
Preferred share issue costs	-	(465,044)
Preferred shares issued in settlement of debt	952,000	952,000
Preferred shares retracted	(12,500)	(12,500)
Preferred shares converted to common shares	(65,200)	(65,200)
Balance, June 30, 2001	23,685,700	22,326,326
Original principal amount of bonds converted	160,000	160,000
Unamortized bond discount of bonds converted	-	(10,000)
Conversion option attributable to bonds converted	-	29,148
Accrued interest on bonds converted	38,583	38,583
Total carrying value of bonds converted to preferred shares	198,583	217,731
Preferred share issue costs	-	(630,283)
Preferred shares issued in settlement of debt	536,283	536,283
Preferred shares converted to common shares	(2,012,689)	(2,012,689)
Balance, June 30, 2002	22,407,877	20,437,368
Preferred share issue costs	-	(~~287~~430,~~450~~659)
Preferred shares converted to common shares	(731,935)	(731,935)
Balance, December 31, 2002	21,675,942	$ 19,417,983
Balance, March 31, 2003	21,675,942	$ 19,274,774

(c)

Unpaid dividends and royalties:

	Amount
Balance, June 30, 2000	$ 1,446,808
Cumulative dividends on preferred shares	2,207,439
Cumulative royalties on Royalty Participation Units	325,894
Balance, June 30, 2001	3,980,141
Cumulative dividends on preferred shares	2,863,271
Cumulative royalties on Royalty Participation Units	475,900
Balance, June 30, 2002	7,319,312
Cumulative dividends on preferred shares	12,~~365~~043,~~460~~884
Cumulative royalties on Royalty Participation Units	~~219~~328,~~650~~079
Balance, December 31, 2002	$ 8,904,422
Balance, March 31, 2003	$ 9,691,275

4. ~~Related party transactions~~

~~During~~Related ~~the~~party ~~period ended December 31, 2002, the following~~ transactions ~~with related parties occurred:~~

During the period ended March 31, 2003, the following transactions with related parties occurred:

(a)

The Company has paid $~~123~~184,~~000~~500 (~~2002~~2003 - $~~123~~184,~~000~~500) to a management company with directors in common for office and administrative services.

(b)

The Company has recorded as payable $~~271~~407,~~982~~700 (~~2002~~2003 - $~~273~~410,~~326~~602) to a management company with directors in common for annual asset management services for its preferred shares.

(c)

The Company has paid $~~123~~161,~~428~~949 (~~2002~~2003 - $65146,~~743~~426) to companies controlled by a director of the Company for marketing and selling services related to the sale of the Company’s ginseng root.

(d)

See also Note 3(a) for Preferred Share conversions by related parties.

IMPERIAL GINSENG PRODUCTS LTD.

Schedule B – Supplementary Information

~~Six~~Nine months ended ~~December~~March 31, ~~2002~~2003

1. ~~Analysis of expenses and deferred costs:~~

Analysis of expenses and deferred costs:

(a)

Deferred costs:

See Consolidated Schedules of Ginseng Crop Costs incorporated into Schedule A.

(a)

Cost of sales:

Ginseng root	$ 23,~~866~~394,~~688~~031
Drying and processing costs	~~459~~679,~~252~~847
Consumer products	~~118~~125,~~322~~825
	$ 3,444,262
	$ 4,199,703

2. Related party transactions:

See Consolidated Financial Statements – Note 4 incorporated into Schedule A.

3. ~~Summary of securities issued and options granted during the period:~~

Summary of securities issued and options granted during the period:

(a)

Securities issued during the period:

Date	Type of Issue	Number	Price	Total Cash Proceeds	~~Comm-ission~~Commission Paid	Agent’s Warrants Issued
July 2/02	Common Shares	187,553	$0.51	Preferred share conversion	Nil	Nil
Aug. 13/02	Common Shares	3,656,473	$0.11	Preferred share conversion	Nil	Nil
Aug. 13/02	Common Shares	1,218,827	$0.11	Preferred share conversion	Nil	Nil
Oct. 29/02	Common Shares	44,642	$2.24	Preferred share conversion	Nil	Nil

(b)

Options granted during the period:

There were no options granted during the period.

4. ~~Summary of securities as at December 31, 2002:~~

Summary of securities as at March 31, 2003:

(a)

Authorized share capital:

100,000,000 Common Shares without par value

100,000,000 Class “A” Preferred Shares with a par value of $1 each

100,000,000 Class “B” Preferred Shares with a par value of $5 each

(b)

Shares issued and outstanding at ~~December~~March 31, ~~2002~~2003:

Issued and outstanding:	# of shares	Amount
Common shares	12,410,822	$ 22,641,042
Class “A” Preferred Shares	21,675,942	19,~~417~~274,~~983~~774
Unpaid dividends and royalties		89,~~904~~691,~~422~~275
		$ 50,963,447
		$ 51,607,091

See also Consolidated Financial Statements – Note 3 incorporated into Schedule A.

(c)

Summary of options, warrants and convertible securities outstanding at ~~December~~March 31, ~~2002~~2003:

Convertible Securities	Amount	Conversion Price	# of Common Shares
1998 Bonds	349,000	$12.8106 – $3.6489	~~117~~108,~~838~~304
Class “A” Preferred Shares	21,675,942	$0.4570 - $3.2550	1713,~~911~~826,~~735~~121

(d)

Shares in escrow or subject to a pooling agreement:

There were no shares in escrow or subject to a pooling agreement.

(e)

List of directors and officers:

Stephen P. McCoach	Director and Co-Chairman
Hugh R. Cartwright	Director and Co-Chairman
James S. Chang	Director and President
Joseph A. Rogers	Director
Maurice Levesque	Director
Dr. Aik Ping Eng	Director
Robert Geier	Vice President, Ontario Operations
Hilary Madore	Vice President, Finance

IMPERIAL GINSENG PRODUCTS LTD.

Schedule C – Management Discussion and Analysis

~~Six~~Nine months ended ~~December~~March 31, ~~2002~~2003

Imperial Ginseng Products Ltd. ("the Company") is incorporated under the Company Act of British Columbia. The Company cultivates, processes, and markets North American Ginseng and Consumer Products in North America and Asia.

Operations and Financial Condition

For the ~~six~~nine-month period ended ~~December~~March 31, ~~2002~~2003, the Company reports revenues of $45,~~385~~708,~~620~~721 and net income of $~~721~~1,~~884~~087,577 or $0.0811 loss per share. This compares to revenues of $25,~~532~~249,~~412~~096 a net loss of $~~212~~570,~~498~~200 or $0.6982 loss per share for the same period in the prior year.

By ~~the~~January ~~end of December~~2003, ~~2002,~~ the harvest and processing of ginseng root was ~~mostly~~ complete. In total, the Company harvested 132 acres with production totalling approximately 335,000 pounds. By ~~December~~March 31, ~~2002~~2003, approximately 6993% of the root had been sold. Compared to the prior year, 139 acres were harvested with production totalling 380,520 pounds. By ~~December~~March 31, ~~2001~~2002, approximately 2388% of the root had been sold.

Interest and other income for the ~~six~~nine-month period ended ~~December~~March 31, ~~2002~~2003, includes $~~270~~295,000 recorded for the gain on settlement of term bonds at less than face value. This settlement was made primarily due to the Company’s planting suspension decision in British Columbia, which significantly affected certain term debt secured by the assets of the Company’s British Columbia farm. As part of the Company’s strategic decision to discontinue planting in British Columbia, the Company settled certain debt secured by the assets of the Company’s British Columbia farm.

Interest expense for the ~~six~~nine-month period ended ~~December~~March 31, ~~2002~~2003 is 4052% less than the same period in the prior year due mainly to the reversal of interest accrued in prior periods for bonds settled.

Marketing expense for the ~~six~~three-month period ended ~~December~~March 31, ~~2002~~2003 is 6452% ~~higher~~less than the same period in the prior year resulting from the ~~increase~~decrease in sales revenue for this period.

~~Income~~Salaries ~~tax recovery~~ for the ~~six~~three-month period ended ~~December~~March 31, ~~2002~~2003 is ~~due~~289% togreater than the ~~reversal~~same ofperiod ~~tax~~in ~~accruals for~~ the prior year ~~ended~~due ~~June~~to ~~30,~~the ~~2002,~~reversal ~~which~~in ~~had~~the ~~been~~prior ~~over-~~period of certain estimated severance obligations.

AtIncome ~~December~~tax recovery for the nine-month period ended March 31, ~~2002,~~2003 ~~the~~is ~~Company~~due ~~had~~to ~~total~~the ~~assets~~reversal of ~~$9,127,055~~tax asaccruals ~~compared~~for ~~with~~the ~~$9,777,321~~year atended June 30, 2002, which had been over-estimated.

~~Working~~At ~~capital~~March ~~increased~~31, ~~from $480~~2003,~~797~~ atthe ~~June~~Company ~~30,~~had ~~2002~~total toassets of $29,~~209~~207,~~156~~396 atas ~~December~~compared 31with $9,777,321 ~~2002 and the current ratio increased from 1.15~~ at June 30, 2002 ~~to 1~~.~~80 at December 31, 2002.~~

Working capital increased from $480,797 at June 30, 2002 to $1,912,375 at March 31, 2003 and the current ratio increased from 1.15 at June 30, 2002 to 1.72 at March 31, 2003.

The Company planted approximately 123 acres of ginseng at its Ontario farm during the fall of 2002, and at the completion of the planting and harvesting activities, had 552 acres of ginseng in total under cultivation at the Ontario and the British Columbia farm.

Financing Activities

During the period the Company determined that it was required to continue to suspend payment of dividends on its Class “A” Preferred Shares and interest on all its previously issued convertible bonds. As at ~~December~~March 31, ~~2002~~2003 cumulative unpaid dividends and interest in arrears are $78,~~450~~128,~~393~~817 and $~~567~~589,~~136~~348, respectively.

During the ~~six~~nine-month period ended ~~December~~March 31, ~~2002~~2003, the Company negotiated and settled $~~493~~598,000 of term debt, and realised a gain on settlement of the term debt of $~~270~~295,000.

Line of Credit

Canadian Imperial Ginseng Farms Ltd. and Canadian Imperial Ginseng Ontario Ltd. each has available with a Canadian chartered bank a $1,250,000 line of credit, subject to certain margining calculations, which bears interest at price plus 1 ¼% per annum and is secured by a charge over all inventory and crops.

Related Party Transactions and Balances

Preferred Share Conversion:

Also on August 13, 2002, a director of the Company converted 134,071 Class “A” Preferred Shares into 1,218,827 common shares of the Company at a price of $0.11 per share.

Management Company:

During 1999, a management company with directors in common was requested to consult with and advise to the Company with respect to restructuring its long-term debt obligations. As a result, the management company was engaged to structure, package, market and administer the conversion of long-term debt obligations to convertible Class “A” Preferred Shares. The management company is compensated for such services by a one-time service charge of 6% of the face value of Convertible Bonds or Preferred Shares issued either by way of ~~long-~~term debt converted to Preferred Shares or through the issue of Preferred Shares by way of private placements and an annual asset management service charge of 2.5%. For the ~~six~~ nine-month period ended ~~December~~March 31, ~~2002~~2003, the Company was charged and accrued $nil and $~~271~~407,~~982~~700, respectively for these services.

In addition, the management company provides administrative and office services and the Company was charged $92138,~~250~~375, $914,~~840~~760, and $2031,~~910~~365 for salaries, rent, and office services, respectively.

Marketing Agreements:

The Company has ginseng marketing agreements with companies controlled by a director of the Company (the “Marketing Companies”). Pursuant to these agreements, the Marketing Companies market the Company’s ginseng crops on a best effort basis in return for a fee. The Marketing Companies render all marketing and selling services and pay all expenses related to the sale of the Company’s ginseng root. For the ~~six~~nine-month period ended ~~December~~March 31, ~~2002~~2003, the Company paid $~~123~~161,~~428~~949 for these services.

Investor Relations

The Company currently has no agreements in place for which investor services are provided.

This is the form of a material change report required under section 85(1) of the Securities Act (British Columbia) and section 151 of the Securities Rules.

BC FORM 53 – 901F

(Previously Form 27)

Securities Act

MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT

Item 1:

Reporting Issuer

Imperial Ginseng Products Ltd. (the “Company”)

Item 2:

Date of Material Change

May 22, 2003

Item 3:

Press Release

	Infolink Technologies	May 22, 2003
	SEDAR	May 22, 2003
	Canada Stock Watch	May 22, 2003
	Market News Publishing Inc.	May 22, 2003
	NASDAQ (US)	May 22, 2003

Item 4.

Summary of Material Change

Imperial Ginseng Products Ltd. (“Imperial” or the “Company”) has granted, subject to regulatory approval, incentive stock options entitling certain employees, directors, and officers of the Company to purchase 1,385,000 common shares at $0.06 per share exercisable in whole or in part on or before May 22, 2008.

These options are granted pursuant to the Company’s new Stock Option Plan, which received shareholder approval on December 12, 2002, and regulatory approval on May 22, 2003. The Stock Option Plan allows the Company to grant options for the purchase of up to 2,482,164 common shares of the Company.

Item 5.

Full Description of Material Change

See Item 4.

Item 6.

Reliance on section 85(2) of the Act

Not Applicable.

Item 7.

Omitted Information

Not Applicable.

Item 8.

Senior Officers

Name:

James Chang

Title:

President and Chief Executive Officer

Phone No.:

(604) 689-8863

Name:

Stephen P. McCoach

Title:

Co-Chairman

Phone No.:

(604) 689-8863

Name:

Hugh R. Cartwright

Title:

Co-Chairman

Phone No.:

(604) 689-8863

Item 9.

Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

May 27, 2003

“James Chang”

Date

Signature

James S. Chang

Name of Officer

President & Chief Executive Officer

Title of Officer

Vancouver, British Columbia

Place

Imperial Ginseng Products Ltd.

Suite 1601 - 650 West Georgia Street

Vancouver, British Columbia

Canada V6B 4N7

Tel.: (604) 689-8863

Fax: (604) 689-8892

TSX Venture Exchange: IGP

NASD OTC Board: IGPFF

May 22, 2003

PRESS RELEASE

Imperial Ginseng Products Ltd. Announces Grant of Incentive Stock Options

VANCOUVER, BRITISH COLUMBIA – Imperial Ginseng Products Ltd. (“Imperial” or the “Company”) has granted, subject to regulatory approval, incentive stock options entitling certain employees, directors, and officers of the Company to purchase 1,385,000 common shares at $0.06 per share exercisable in whole or in part on or before May 22, 2008.

ON BEHALF OF THE BOARD OF DIRECTORS OF

IMPERIAL GINSENG PRODUCTS LTD.

“James S. Chang”

___________________________________

James S. Chang, MA, MBA, CPA

President and Chief Executive Officer

For additional information, contact:

Imperial Ginseng Products Ltd.

Tel: (604) 689-8863

Fax: (604) 689-8892

The TSX Venture Exchange has not reviewed and does not accept

responsibility for the adequacy or accuracy of this release.

Filing Compare · IMPERIAL GINSENG PRODUCTS LTD