U. S. Securities and Exchange Commission
                          Washington, D. C. 20549

                                  FORM 10-QSB

[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 2003


[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _____ to _____

                        Commission File No. 0-33145

                        RASCALS INTERNATIONAL, INC.
                --------------------------------------------
               (Name of Small Business Issuer in its Charter)

          Delaware                            84-1195628
   -----------------------------------------------------------------------
   (State or Other Jurisdiction of         (I.R.S. Employer I.D. No.)
    incorporation or organization)

          414 Eagle Rock Avenue, Suite 308, West Orange, NJ 07052
          -------------------------------------------------------
                (Address of Principal Executive Offices)

               Issuer's Telephone Number: (973) 243-8080

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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.    Yes [X]    No  [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:

                    May 13, 2003
                    Common Voting Stock: 1,325,528

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


PART 1.   FINANCIAL INFORMATION



                Rascals International, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheet
                               March 31, 2003

Assets
Current Assets
  Cash                               $   28,087
  Deferred charge - current              24,600
  Inventory                              46,543
  Prepaid consulting                    220,000
                                      ---------
  Total Current Assets                  319,230
                                      ---------

Property and equipment, net             128,903

Other Assets
  Liquor licenses                       155,856
  Security deposits                      10,343
  Prepaid consulting, net of current
   portion                              217,998
  Other assets                            7,500


  Deferred charge, net of current
   portion                              190,577
                                      ---------
  Total Other Assets                    582,274
                                      ---------
  Total Assets                        1,030,407
                                      =========

Liabilities and Stockholders' Deficit
Current Liabilities
  Accounts payable and accrued
   expenses                           1,716,555
  Due to related parties                674,361
  Due to officer                         20,612
  Notes payable                         102,000
  Deferred income and credits            32,794
                                      ---------
  Total Current Liabilities           2,546,322


  Notes payable, net of current
   portion                              240,000
                                      ---------
  Total Liabilities                   2,786,322

  Commitments and Contingencies

  Stockholders' Deficit
   Common stock, authorized
    50,000,000 shares, $.001
    par value, 92,000 shares
    issued and outstanding                   92
   Additional paid-in capital         3,700,429
   Accumulated deficit               (5,456,436)
                                      ---------
  Total Stockholders' Deficit        (1,755,915)
                                      ---------
  Total Liabilities and Stockholders'
   Deficit                          $ 1,030,407
                                      =========

See notes to the condensed consolidated financial statements.


                                    -1-

<PAGE>

                Rascals International, Inc. and Subsidiaries
              Condensed Consolidated Statements of Operations


                                                  Three Months Ended
                                                       March 31,
                                                 --------------------
                                                 2003            2002
                                                 ----            ----
Net Sales                                     $ 1,118,226    $ 1,277,871

Costs and Expenses
 Cost of sales                                    511,468        365,202
 Restaurant operating expenses                    382,255        312,845
 Rent expense                                      38,825         78,000
 Depreciation and amortization                     10,606         12,101
                                                ---------      ---------
 Total Costs and Expenses                         943,154        768,148
                                                ---------      ---------

 Gross Profit                                     175,072        509,723
                                                ---------      ---------
General and Administrative expenses
 General and administrative expenses              300,171        379,946
 Stock based compensation                          57,917          8,371
 Stock issued for consulting services               5,459         43,557
 Debt conversion expense                                -        101,000
                                                ---------      ---------
 Total General and Administrative Expenses        363,547        532,874
                                                ---------      ---------

Income (Loss) Before Income Tax Provision        (188,475)       (23,151)

Provision for Income Taxes                              -              -
                                                ---------      ---------
Net Income (Loss)                             $  (188,475)   $   (23,151)
                                                =========      =========

Earnings per share
 Earnings Per Common Share                    $     (2.60)   $     (0.55)
 Earnings  Per Share - Assuming Dilution      $     (2.60)   $     (0.55)

Weighted Average Number of Common Shares
 Outstanding                                       72,408         41,808



See notes to the condensed consolidated financial statements.

                                    -2-


<PAGE>



               Rascals International, Inc. and Subsidiaries
              Condensed Consolidated Statements of Cash Flows




                                                 Three Months Ended
                                                      March 31,
                                                --------------------
                                                2003            2002
                                                ----            ----

Cash Flows From Operating Activities
  Net Income (Loss)                         $ (188,475)    $  (23,151)
  Adjustments to Reconcile Net Loss to Net
   Cash Used by Operating Activities
    Debt conversion expense                          -        101,000
    Depreciation and amortization               10,606         12,101
    Amortization of deferred compensation            -         61,513
    Stock based compensation                    57,917              -

   Decreases (Increases) in Assets
    Accounts receivable                              -         (9,771)
    Inventory                                   (2,284)             -
    Prepaid expenses                                 -        (12,865)
    Other assets                                 2,521           (315)
    Security deposits                                -         (3,978)
   Increases (Decreases) in Liabilities
    Accounts payable and accrued expenses       89,179       (105,209)
    Deferred income and credits                 (3,830)        (6,906)
                                              --------       --------
   Net Cash (Used in) Provided by Operating
   Activities                                  (34,366)        12,419
                                              --------       --------

Cash Flows From Financing Activities
  Proceeds from notes and loans payable         23,000              -
  Proceeds from deferred charges                 6,150              -
  Advances - related party                      35,459              -
  Repayment of officer loan                    (33,231)        25,000
                                              --------       --------
   Net Cash Provided by Financing Activities    31,378         25,000
                                              --------       --------
Net Increase (Decrease) in Cash and
 Equivalents                                    (2,988)        37,419

Cash and Equivalents at Beginning of Period     31,075          6,953
                                              --------       --------
Cash and Equivalents at End of Period       $   28,087     $   44,372
                                              ========       ========


See notes to the condensed consolidated financial statements.


                                    -3-


<PAGE>


               Rascals International, Inc. and Subsidiaries

           Notes to the Condensed Consolidated Financial Statements
               For the Three Month Period Ended March 31, 2003
                               (Unaudited)


1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statement have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003.  The unaudited condensed financial statements should be
read in conjunction with the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2002.

2.   STOCK ISSUED

     During the quarter ended March 31, 2003, the Company sold 30,000 shares of
common stock to Marod Holdings LLC and Rodmar Holdings LLC for $15,000.  The
sale was pursuant to the terms of the Loan Agreement dated November 6, 2002,
pursuant to which Marod Holdings and Rodmar Holdings loaned $641,204 to the
Company.

3.   STOCK ISSUED FOR CONSULTING SERVICES

     During the first quarter of 2003 the Company issued 1,213 shares of common
stock to an officer of the Company.  The issuance was a bonus in consideration
of the officer's services in arranging financing for the Company.

4.   SUBSEQUENT EVENT - ISSUANCE OF SHARES

     In May 2003 the Company issued 1,000,000 shares of its common stock to
Rodmar Holdings LLC in satisfaction of $500,000 owed to Rodmar Holdings and
Marod Holdings for money loaned in November 2002.

     In April and May 2003 the Company issued 234,000 shares of its common stock
to five individuals or entities in consideration of consulting services.



                                    -4-


<PAGE>



Item 2.  Management Discussion and Analysis

     Forward-looking Statements

     This Report contains certain forward-looking statements regarding
Rascals International, its business and financial prospects.  These statements
represent Management's present intentions and its present belief regarding the
company's future.  Nevertheless, there are numerous risks and uncertainties
that could cause our actual results to differ from the results suggested in
this Report.  Among the more significant factors are:

     1. Rascals lacks the capital necessary to expand its operations.
     2. Our debts exceed the book value of our assets.
     3. Rascals is currently in default in making payments to its secured
        creditors.
     4. We have initiated a substantially new business plan which may
        encounter obstacles that cannot be foreseen.
     5. Rascals may not be able to attract the skilled managers it will need
        in order to expand its operations efficiently.

     Because these and other risks may cause Rascals' actual results to
differ from those anticipated by Management, the reader should not place undue
reliance on any forward-looking statements that appear in this Report.
Readers should also take note that Rascals will not necessarily make any
public announcement of changes affecting these forward-looking statements,
which should be considered accurate on this date only.

     Results of Operations

     At the beginning of 2002 Rascals embarked on a new business plan.  While
our business through 2001 consisted entirely of the operation of stand-alone
restaurant/comedy club facilities, in 2002 we began to develop alternative
locations for Rascals' comedy by organizing hotel-based clubs and by granting
licenses to utilize the name "Rascals."  We also began to develop multiple
channels of distribution for the comedic entertainment produced in our clubs,
such as home video sales and pay-per-view sales.  As the year progressed,
however, it became apparent that our efforts in developing and managing these
multiple channels of distribution, though profitable, were not cost-effective.
These distribution channels that we developed early in 2002 remain in place,
and we expect them to be a source of revenue in the future.  However, in the
third quarter of 2002 we refocused our attention on the development of new
Rascals clubs, both hotel-based and licenses.  Our focus today is on
developing a sufficient number of clubs to achieve an efficient level of
operations.

     The most recent result of our new plan was the opening in December 2002
of a new Rascals club in the prestigious Hilton Hotel in Cherry Hill, NJ.
David Brenner, well-known comic and TV personality, headlined at the opening
of this new club on December 12, 13 and 14.  We have recently reached
agreement with a joint venture partner for the development of a Rascals comedy
club located in a casino in Atlantic City.

     The transitions in our business plan during 2002 resulted in a marked
disparity between revenues and expenses.  Since our new operations are only in
their early stages, we continued to realize substantially all of our net sales
from our two New Jersey restaurant/comedy club facilities, and these generate
a modest profit.  Our gross profit for the first quarter of 2003 was $175,072.
However, that gross profit was not sufficient to support the corporate
activities involved in developing our new business plan.  These widespread
efforts to implement new revenue sources  resulted in general and
administrative expenses during the first quarter of 2003 of $363,547.  This
was a substantial reduction from the first quarter of 2002; however results in
that earlier quarter included a charge of $101,000 that represented the market
value of options we issued to a creditor to induce it to convert its debt to
Rascals equity.


                                    -5-

<PAGE>




     In 2003 we expect a far greater percentage of our revenue to arise from
new operations.  This will occur in part because our West Orange club is
scheduled to close at the end of June.  In recent years that club had produced
over 60% of our annual revenue.  We are in the final phase of selecting the
site on which to reopen the club, but expect that revenues from this operation
will be reduced for the year.  At the same time, however, we are now realizing
revenue from our Cherry Hill hotel-based operation which, albeit far less in
amount than revenue from West Orange, produce far greater gross profit
margins.  We expect that other new club sites, now under negotiation, will
open later in 2003 and begin to contribute to revenue, although initial
operations are not likely to be profitable due to start-up costs.  So we
expect that 2003 will be another year of transition.  Our goal is to return to
profitability in 2004.

     Liquidity and Capital Resources

     The loss incurred in the first quarter of 2003 had little effect on our
cash position, as we were able to increase our accounts payable to offset
approximately half of the loss.  Operations in the first quarter, therefore,
used $34,366 in cash, compared to a contribution of $12,419 in cash from
operations in the first quarter of 2002.  Our working capital deficit
increased from ($2,130,649) at December 31, 2002 to ($2,227,092).

     Our working capital position was improved in May 2003 when we agreed
with our primary secured creditors, Marod Holdings LLC and Rodmar Holdings LLC
to issue 1,000,000 shares of common stock in satisfaction of $500,000 of debt
due to them.

     At the present time, the remainder of our secured notes payable to Marod
Holdings and Rodmar Holdings and a secured note given by Rascals Cherry Hill
are in default.  As a result of the default by Rascals Cherry Hill, the lender
has obtained an interest in that subsidiary.  In addition, the mortgage on our
Ocean facility, which is guaranteed by Rascals, is in default due to Rascals'
inability to pay rent to Rodmar Holdings LLC, which owns the premises and is
the primary obligor on the mortgage. We are actively seeking outside
financing, and we are cautiously optimistic that the promise inherent in our
business plan will enable us to obtain the necessary financing.  However, if
we are unable to obtain outside financing, it is unlikely that we will be able
to continue our operations as currently constituted.

Item 3.  Controls and Procedures

     Eduardo Rodriguez, our Chief Executive Officer and Chief Financial
Officer, performed an evaluation of the Company's disclosure controls and
procedures within 90 days prior to the filing date of this report.  Based on
his evaluation, he concluded that the controls and procedures in place are
sufficient to assure that material information concerning the Company which
could affect the disclosures in the Company's quarterly and annual reports is
made known to him by the other officers and employees of the Company, and that
the communications occur with promptness sufficient to assure the inclusion of
the information in the then-current report.


                                    -6-

<PAGE>



     There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date on which Mr. Rodriguez performed his evaluation.

PART II   -   OTHER INFORMATION

Item 2.  Changes in Securities

     On March 28, 2003 the Company effected a 1-for-500 reverse split of its
common stock.

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

     In February 2003 the shareholders of Rascals authorized an increase in
the authorized capital stock and a reverse split of the outstanding common
stock.  Reference is made to the Information Statements mailed to the
shareholders dated February 17, 2003 and February 28, 2003.

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

     Reports on Form 8-K:  none

     Exhibits:

3-a(1)   Certificate of Amendment of Certificate of Incorporation dated
         March 17, 2003.

99       Section 906 Certification


                                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.

                                   RASCALS INTERNATIONAL, INC.


Date: May 14, 2003                 By:  /s/ Eduardo Rodriguez
                                   ----------------------------------
                                   Eduardo Rodriguez, Chief Executive
                                   Officer & Chief Financial Officer







                                    -7-


<PAGE>


                               CERTIFICATION

I, Eduardo Rodriguez, certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB of Rascals
International, Inc.;

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

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

     4.  The registrant's other certifying officers 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 have:

     a)  Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

     b)  Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c)  Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers 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 functions):

     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

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


Date: May 14, 2003                 /s/ Eduardo Rodriguez
                                   ----------------------------------
                                   Eduardo Rodriguez, Chief Executive
                                   Officer and Chief Financial Officer



                                    -8-


<PAGE>

                    *       *       *       *       *

                                                    EXHIBIT 3-a(1)

                       CERTIFICATE OF AMENDMENT
                                  OF
                     CERTIFICATE OF INCORPORATION
                                  OF
                      RASCALS INTERNATIONAL, INC.

          RASCALS INTERNATIONAL, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby
certify:

          FIRST:   That the Board of Directors of the said corporation, by
the unanimous consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FOURTH" so
that, as amended, said Article be and read as follows:

          'FOURTH:  (A)The aggregate number of shares of stock which the
          Corporation shall have the authority to issue is one hundred and
          five million (105,000,000) shares, consisting of one hundred
          million (100,000,000) shares of Common Stock with $.001 par value
          and five million (5,000,000) shares of Preferred Stock with $.01
          par value.  The Board of Directors is authorized, subject to
          limitations prescribed by law and the provisions hereof, to
          provide for the issuance from time to time of Preferred Stock in
          one or more series, and by filing a certificate pursuant to '151
          of the Delaware General Corporation Law, as amended and
          supplemented from time to time, to establish the number of shares
          to be included in each such series, and fix the voting powers,
          designations, preferences, rights, qualifications, limitations and
          restrictions of the shares of each such series not fixed hereby.
          The aforesaid authorization of the Board shall include, but not be
          limited to, the power to provide for the issuance of shares of any
          series of Preferred Stock convertible, at the option of the holder
          or of the Corporation or both, into shares of any other class or
          classes or of any series of the same or any other class or
          classes.



                                    -9-


<PAGE>

          (B) At 8:00 p.m., New Jersey time, on March 28, 2003 (the "Reverse
          Split Date"), each share of Common Stock of the Corporation issued
          and outstanding immediately prior to the Reverse Split Date
          (referred to in this paragraph B as the "Old Common Stock"),
          automatically and without any action on the part of the holder
          thereof will be reclassified and changed into two one-thousandths
          (0.002) of a share of Common Stock of the Corporation, par value
          $.001 per share, authorized under Paragraph A of this Article
          Fourth (referred to in this Paragraph B as the "New Common
          Stock."), subject to treatment of fractional shares described
          below.  Each holder of a certificate(s) representing outstanding
          shares of Old Common Stock immediately prior to the Reverse Split
          Date ("Old Certificate(s)") will be entitled to receive, upon
          surrender of such Old Certificate(s) to the Corporation's transfer
          agent (the "Agent") for cancellation, a certificate(s)
          representing one share of New Common Stock for each five hundred
          shares of the Old Common Stock represented by such Old
          Certificate(s) (the "New Certificate(s)").  From and after the
          Reverse Split Date, Old Certificates shall confer no right upon
          the holders thereof other than the right to exchange them for the
          New Certificates, pursuant to the provisions hereof.  No
          certificates or scrip representing fractional share interests in
          New Common Stock will be issued, and no such fractional share
          interest will entitle the holder thereof to vote, or to any rights
          of a shareholder of the Corporation. Rather, the Corporation will
          aggregate all fractions and cause the resulting whole shares to be
          purchased.  Shareholders will receive cash at a rate of Four
          Dollars and Fifty Cents ($4.50) per share in lieu of any fraction
          of a share of the New Common Stock that such shareholders would
          otherwise have received.  In the event the Agent determines that a
          holder of Old Certificate(s) has not tendered all of his Old
          Certificates to the Agent for exchange, the Agent shall carry
          forward any fractional share until all Old Certificates of that
          holder have been presented to the Agent for exchange.  From and
          after the Reverse Split Date the amount of capital represented by
          each share of the New Common Stock shall be $.001, and the
          difference between the capital represented by the shares of Old
          Common Stock and the shares of New Common Stock shall be
          reclassified as capital surplus, until thereafter reduced or
          increased in accordance with applicable law."

          SECOND:   That the said amendment has been adopted by the written
consent of the holders of a majority of the issued and outstanding shares of
each class of stock of the Corporation.

          THIRD:   That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of Delaware.

          IN WITNESS WHEREOF, said RASCALS INTERNATIONAL, INC. has caused
this certificate to be signed by its President and Secretary this 17th  day of
March, 2003.

                                   RASCALS INTERNATIONAL, INC.

                                   By/s/Eduardo Rodriguez
                                   ------------------------
                                   Eduardo Rodriguez, President
Attest:

/s/Michael Margolies
----------------------------
Michael Margolies, Secretary



                                   -10-


<PAGE>


                     *       *       *       *       *

                                             EXHIBIT 99

                    Section 906 Certification

The undersigned officer certifies that this report fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and that
the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of Rascals
International, Inc.

A signed original of this written statement required by Section 906 has been
provided to Rascals International, Inc. And will be retained by Rascals
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.

May 14, 2003        /s/ Eduardo Rodriguez
                    -----------------------------------------------------
                    Eduardo Rodriguez (Chief executive officer and chief
                     financial officer)








                                   -11-

<PAGE>