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 June 30, 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:
                          August 18, 2003
                          Common Voting Stock: 4,728,528

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



<PAGE>

                    PART 1.   FINANCIAL INFORMATION

              Rascals International, Inc. and Subsidiaries
                   Condensed Consolidated Balance Sheet
                              June 30, 2003




Assets

Current Assets
 Cash                                     $        -
 Accounts receivable                          25,597
 Inventory                                    47,296
 Deferred charge - current                    24,600
 Prepaid consulting                          825,820
                                            --------
 Total Current Assets                        923,313
                                            --------

Property and equipment, net                  112,768

Other Assets
 Liquor licenses                             152,856
 Prepaid consulting, net of current portion  766,206
 Security deposits                            10,343
 Other assets                                  8,000
 Deferred charges, net of current portion    184,407
                                           ---------
 Total Other Assets                        1,121,812
                                           ---------
 Total Assets                             $2,157,893
                                           =========

Liabilities and Stockholders' Deficit

Current Liabilities
 Accounts payable and accrued expenses    $1,879,092
 Due to related parties                      249,361
 Notes payable                               102,000
 Deferred income and credits                  30,636
                                           ---------
 Total Current Liabilities                 2,261,089
                                           ---------
 Note payable, net of current portion        244,000
                                           ---------
 Total Liabilities                         2,505,089

 Stockholders' Deficit
  Common stock, authorized 50,000,000
   shares, $.001 par value, 1,905,028
   shares issued and outstanding               1,906
  Additional paid-in capital               5,657,390
  Accumulated deficit                     (6,006,492)
                                           ---------
  Total Stockholders' Deficit               (347,196)
                                           ---------
  Total Liabilities and Stockholders'
   Deficit                                $2,157,893
                                           =========


See notes to the condensed consolidated financial statements.


                                     -2-

<PAGE>

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




                             Three Months Ended           Six Months Ended
                                  June 30,                    June 30,
                              2002        2003           2002         2003
                            ---------------------     -----------------------
                                (Unaudited)                 (Unaudited)

Net Sales                 $ 670,119   $  990,782     $ 1,788,345  $ 2,268,653

Costs and Expenses
 Cost of sales              295,277      338,416         806,745      703,618
 Restaurant operating
  expenses                  281,759      365,261         664,014      678,106
 Rent expense                27,082       42,055          65,907      120,055
 Depreciation and
  amortization               22,877       19,028          33,483       31,129
                           --------------------------------------------------
Total Costs and Expenses    626,995      764,760       1,570,149    1,532,908
                           --------------------------------------------------

Gross Profit                 43,124      226,022         218,196      735,745

General and Administrative
 expenses
 General and administrative
  expenses                  288,433      196,489         588,604      576,435
 Debt conversion expense          -            -               -      101,000
 Stock based compensation   209,372       38,121         267,289       46,492
 Stock issued for
  consulting services        95,375       44,032         100,834       87,589
                           --------------------------------------------------
Total General and
 Administrative Expenses    593,180      278,642         956,727      811,516

Loss Before Income Tax
 Provision                 (550,056)     (52,620)       (738,531)     (75,771)

Provision for Income Taxes        -            -               -            -
                           --------------------------------------------------
Net Loss                  $(550,056)  $  (52,620)     $ (738,531) $   (75,77)
                           ==================================================
Earnings per share
 Earnings (Loss) Per
  Common Share            $   (0.92)  $    (1.00)     $    (0.67) $     (1.44)
                           ==================================================
 Earnings (Loss) Per
  Share - Assuming
  Dilution                $   (0.92)  $    (1.00)     $    (0.67) $     (1.44)
                           ==================================================
Weighted Average Number of
 Common Shares Outstanding
 Basic                      596,372       52,692       1,110,445       52,692
                           ==================================================
Weighted Average Number of
 Common Shares Outstanding
 Fully Diluted              596,372       52,692       1,110,445       52,692
                           ==================================================



See notes to the condensed consolidated financial statements.



                                     -3-

<PAGE>



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





                                             Six Months Ended
                                                  June 30,
                                             2003         2002
                                         -------------------------
                                               (Unaudited)

Cash Flows From Operating Activities    $ (107,529)     $  140,202
                                          --------        --------

Cash Flows From Financing Activities        63,157        (175,000)
                                          --------        --------

Net Decrease in Cash and Equivalents       (31,075)        (34,798)

Cash and Equivalents at Beginning
 of Period                                  31,075          44,372
                                          --------        --------
Cash and Equivalents at End of Period   $        -      $    9,574
                                          ========        ========



















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 and Six Month Periods Ended June 30, 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 six months ended
June 30, 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 TO AFFILIATES

     During the quarter ended March 31, 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.

     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.

     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.

3.   STOCK ISSUED FOR CONSULTING SERVICES

     During the quarter ended June 30, 2003 the Company issued 813,500 shares
of its common stock to thirteen individuals or entities in consideration of
consulting services.  766,500 of those shares were issued in consideration of
commitments from the recipients to provide consulting services in the future.
The terms of the consulting agreements vary from one to four years. The market
value of the common stock on the date of issuance will be recorded as an
expense - "stock issued for consulting services" - over the term of each
consulting agreement.


                                      -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 tangible result of our new plan was the opening in
December 2002 of a  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.  During the Spring of
this year, we reached agreement with a joint venture partner for the
development of a Rascals comedy club located in a casino in Atlantic City.
Other clubs are in the planning and negotiation stage, with some expected to
open later in 2003.


                                    -5-

<PAGE>



     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.  Revenue from these
club operations fell significantly in the second quarter of 2003, primarily
due to the fact that we closed our club in West Orange in June.  Nevertheless,
our clubs generated a gross profit for the first six months of 2003 of
$218,196.  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 six months of 2003 of $956,727.  The
portion of general and administrative expenses that are payable in cash was
not significantly changed between the first six months of 2002 and the first
six months of 2003.  However, the non-cash expense increased by $133,042, as
we incurred $368,123 in expenses for "stock based compensation" and "stock
issued for consulting services"during the recent six month period.  These non-
cash items were significantly less in the first six months of 2002, although
we did incur a charge of $101,000 in the earlier period that represented the
market value of options we issued to a creditor to induce it to convert its
debt to Rascals equity.

     In 2003 we expect a far greater percentage of our revenue to arise from
new operations.  This will occur because:

     *          We closed our West Orange club at the end of June.  In
                recent years that club had produced over 60% of our annual
                revenue.  We have selected a site in Montclair, NJ where we
                will reopen the club, which will be a full restaurant and
                show room.  Nevertheless, we expect that revenues from
                this operation will be reduced for the year.

     *          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 in the planning
                or negotiation stage, will open later in 2003 and begin to
                contribute to revenue.  In particular, we will be opening a
                club at the Resorts Hotel and Casino in Atlantic City.

     *          The first three videos licensed from the Rascals Library were
                introduced to the market for home videos in July 2003. They
                will be on sale at Best Buy and other national retail chains.
                Depending on the success of this marketing effort,
                successive offerings may be made, which could contribute
                substantially to our operating results.

     These new directions in our operations bode well for the future.
Initial results from these ventures, however, are not likely to be profitable
due to start-up costs; so we expect that 2003 will be a year of transition.
Our goal is to return to profitability in 2004.




                                     -6-

<PAGE>

     Liquidity and Capital Resources

     The loss incurred in the first six months of 2003 had a relatively small
effect on our cash position.  Nearly 50% of the loss was attributable to
expenses that are not payable in cash, being stock-based.  In addition, we
were able to increase our accounts payable to offset approximately 34% percent
of the loss.  Operations in the first six months, therefore, used $107,529 in
cash, compared to a contribution of $140,202 in cash from operations in the
first six months of 2002.

     Our working capital deficit decreased from ($2,130,649) at December 31,
2002 to ($1,337,776) at June 30, 2003.  The primary factors contributing to
the improvement were:


     *          The several consulting agreements that we entered into
                this year resulted in an increase of $605,820 in "prepaid
                consulting" that will be performed during the next twelve
                months: and

     *          In April 2003 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.  In addition, the mortgage on our Ocean facility, which is
guaranteed by Rascals, is in default due to Rascals' delinquent rent payments
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.

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.

     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.


                                     -7-



<PAGE>
Item 6.  Exhibits and Reports on Form 8-K.

     Reports on Form 8-K:

     Report dated April 29, 2003 regarding exchange by Rodmar Holdings LLC of
     $500,000 debt for 1,000,000 shares of common stock.

     Exhibits:

     31    Rule 13a-14(a) Certification
     32    Rule 13a-14(b) 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: August 18, 2003              By:  /s/ Eduardo Rodriguez
                                   ----------------------------------
                                   Eduardo Rodriguez, Chief Executive
                                   Officer & Chief Financial Officer

                     *       *       *       *       *

                  EXHIBIT 31: Rule 13a-14(a) 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  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  report;

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

     4.  The small business issuer'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 small
business issuer and have:

     a)  Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,  to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this  report is being
prepared;

     b)  Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and

     c) Disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

     5.  The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal controls over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

     a)  All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to  adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

     b)  Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reporting.

Date:  August 18, 2003             /s/ Eduardo Rodriguez
                                   ----------------------------------
                                   Eduardo Rodriguez, Chief Executive
Officer

                  *       *       *       *       *


                 EXHIBIT 32: Rule 13a-14(b) 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 Rascals International, Inc. and will be retained by Rascals
International, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.

August 18, 2003          /s/ Eduardo Rodriguez
                         -------------------------------------------
                         Eduardo Rodriguez (Chief executive officer)