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, 2004


[ ]       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)

                 501 Bloomfield Avenue, Montclair, NJ 07042
                 ------------------------------------------
                  (Address of Principal Executive Offices)

                  Issuer's Telephone Number: (973) 223-1233

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 18, 2004
                        Common Voting Stock: 38,289,188

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

<PAGE>


PART 1.   FINANCIAL INFORMATION

                Rascals International, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheet
                              March 31, 2004


      Assets

Current Assets
 Inventory                                 $      8,938
 Prepaid consulting                             985,604
                                             ----------
 Total Current Assets                           994,542
                                             ----------

Property and equipment, net                      44,465

Other Assets
 Construction in progress                       544,547
 Deposit on acquisition                         725,000
 Liquor license, net of accumulated
  amortization of $24,592                        26,508
 Security deposits                                2,500
 Prepaid consulting, net of current portion     423,137
                                             ----------
 Total Other Assets                           1,721,692
                                             ----------
 Total Assets                                 2,760,699
                                             ==========

     Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable and accrued expenses        2,091,409
 Equity line of credit                          850,000
 Due to Rascals Montclair                       167,297
 Notes payable                                  392,000
 Deferred income                                 13,312
                                             ----------
 Total Current Liabilities                    3,514,018
                                             ----------
 Total Liabilities                            3,514,018
                                             ----------
Stockholders' Equity
 Common stock, authorized 100,000,000 shares,
  $.001 par value, 15,179,838 shares issued
  and outstanding                                15,180
 Additional paid-in capital                   9,718,913
 Accumulated deficit                        (10,487,412)
                                             ----------
 Total Stockholders' Equity                    (753,319)
                                             ----------
 Total Liabilities and Stockholders'
  Equity                                   $  2,760,699
                                             ==========



See notes to the condensed consolidated financial statements.



<PAGE>


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




                                                 Three Months Ended
                                                      March 31,
                                                2004            2003
                                             (Unaudited)     (Unaudited)
                                            -----------------------------
Net Sales                                   $    238,551    $  1,118,226

Costs and Expenses
 Cost of sales                                    95,851         511,468
 Restaurant operating expenses                    39,962         382,255
 Rent expense                                     21,726          38,825
 Depreciation and amortization                     3,091          10,606
                                               ---------       ---------
Total Costs and Expenses                         160,630         943,154

Gross Profit                                      77,921         175,072

General and Administrative expenses
 General and administrative expenses             504,647         300,171
 Stock based compensation                              -          57,917
 Stock issued for consulting services            321,108           5,459
                                               ---------       ---------
Total General and Administrative Expenses        825,755         363,547

Net Loss                                     $  (747,834)    $  (188,475)
                                               =========       =========
Earnings per share
 Earnings (Loss) Per Common Share            $     (0.06)    $     (2.60)
                                               =========       =========
 Earnings (Loss) Per Share-Assuming Dilution $     (0.06)    $     (2.60)
                                               =========       =========
Weighted Average Number of Common
 Shares Outstanding                           11,720,862          72,408
                                              ==========       =========






See notes to the condensed consolidated financial statements.


<PAGE>

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


                                                   Three Months Ended
                                                        March 31,
                                                  2004            2003
                                              ---------------------------
Cash Flows From Operating Activities          $ (190,523)    $  (34,366)

Cash Flows From Investing Activities
 Deposit on acquisition                         (725,000)             -
 Construction in progress                       (544,547)             -
 Proceeds from sale of liquor license             60,000              -
                                               ---------       --------
 Net Cash (Used) in Investing Activities      (1,209,547)             -
                                               ---------       --------
Cash Flows From Financing Activities
 Borrowings on line of credit                    850,000              -
 Issuance of common stock                        475,000              -
 Proceeds from notes payable                      75,000         31,378
                                               ---------       --------
 Net Cash Provided by Financing Activities     1,400,000         31,378
                                               ---------       --------

 Net Decrease in Cash and Equivalents                (70)        (2,988)

 Cash and Equivalents at Beginning of Period          70         31,075
                                               ---------       --------
 Cash and Equivalents at End of Period        $        -     $   28,087
                                               =========       ========





See notes to the condensed consolidated financial statements.


<PAGE>


               Rascals International, Inc. and Subsidiaries
         Notes to the Condensed Consolidated Financial Statements
              For the Three Month Period Ended March 31, 2004
                               (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, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.  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, 2003.

2.   EQUITY LINE OF CREDIT

During the quarter ended March 31, 2004, the Company borrowed an aggregate of
$1,325,000 against the equity line of credit.  Pursuant to the terms of the
agreement, the Company repaid $475,000 of the equity line of credit by the
issuance of 4,448,107 shares of the Company's common stock.  As of March 31,
2004, the outstanding balance on the line of credit was $850,000.  Subsequent
to March 31, 2004, the Company received an additional $175,000 advance on the
equity line of credit.

3.   CONSTRUCTION IN PROGRESS

During the quarter ended March 31, 2004, Rascals Montclair, a company owned by
a board member and the Company's CEO, financed construction costs aggregating
$544,547 for a new Rascals Comedy Club located in Montclair, New Jersey.
Through March 31, 2004, the Company repaid Rascals Montclair an aggregate
$377,250.  The balance due Rascals Montclair at March 31, 2004 of $167,297 is
due on demand and bears no interest rate.

4.   DEPOSIT ON ACQUISITION

In January 2004, the Company entered into an informal arrangement with the
owners of a chain of dance clubs (the "owners"), whereby the Company is
contributing funds to a joint venture, which is using the funds to develop
"mega-entertainment complexes", each consisting of a Rascals Comedy Club and a
dance club.  Through March 31, 2004, the Company has contributed $725,000 to
the project.  The informal agreement with the owners calls for four "mega-
entertainment complexes" to be built.  The Company will own one-third of the
equity in these complexes if it contributes at least $2.9 million to the
project.  Subsequent to the quarter ended March 31, 2004, the Company
contributed an additional $125,000 to the project.


<PAGE>



5.   SUBSEQUENT EVENT

Subsequent to the quarter ended March 31, 2004, the Company ceased operations
at the Rascals Comedy Club in Ocean, New Jersey.  In connection therewith, the
Company sold its liquor license with respect to the Ocean, New Jersey club for
$285,000, $85,000 in cash and $200,000 in settlement of a debt to a note
holder of the Company.



<PAGE>



<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. We have committed to issue shares of common stock that one of our
        creditors will resell to the market until we eliminate $750,000 in
        debt, which is likely to dilute the value of our common stock.

     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 licensed.  Our focus today is on
developing a sufficient number of clubs to achieve an efficient level of
operations.

     Recently we have expanded our new direction from hotel-based clubs to
clubs in entertainment venues, where a large, pre-existing clientele can be
converted into customers of our club.  Our first two efforts in this new type
of environment are now under contract:

         1.  During the Summer of 2003 we reached agreement to lease a 7,000
             square foot facility in the newly-developed Louisiana Riverwalk
             Project, a $150 Million entertainment, dining and shopping complex
             in Shreveport/Bossier City, Louisiana.  If we can obtain the funds
             necessary to develop the facility, we expect to open a comedy club
             with beverage and snack service there in the summer of 2004.


         2.  In December 2003 we signed a ten year lease for 7,000 square feet
             in the Palisades Center, the second largest retail mall in the
             United States.  Again, if the necessary funds become available, we
             plan to open a 350-seat comedy club in the Palisades Mall later in
             2004.

     The most dramatic example of our new focus on entertainment venues is
our ongoing joint venture with JHF Properties, the owners of a chain of dance
clubs called either "Banana Joe's" or "Cactus Lounge."  In January 2004 we
entered into an informal arrangement under which Rascals is contributing funds
to JHF Properties, which is using the funds to develop "mega-entertainment
complexes, each consisting of a Rascals Comedy Club and a dance club, either a
Banana Joe's or a Cactus Lounge.  To date Rascals has contributed $975,000 to
the project.  The first such mega-entertainment complex opened in Jackson,
Mississippi at the end of March.  The second opened in Omaha, Nebraska in
April.  Our understanding with JHF Properties is that an additional three
complexes will be built.  Rascals will own one-third of the equity in these
complexes if it contributes no less than $2.9 million to the project.
Moreover, it is understood that if Rascals purchases the nine existing Banana
Joe's clubs owned by JHF Properties, Rascals will also acquire 100% ownership
of the new mega-entertainment complexes.  However, there is no contract in
effect that formalizes either the arrangement for development of the mega-
entertainment complexes or the acquisition of the nine Banana Joe's.

     Our efforts to increase the number of our clubs with a minimal capital
commitment have also led us into a number of licensing arrangements.  For
example, we have given a license to a group which opened a 300-seat "Rascals
Comedy Club" in Jersey City, New Jersey during the first quarter of 2004.
Rascals provides the group with its plans and designs for the club, consulted
with the group during the development stage, and will provide bookings for a
fee.  In return, the licensee pays an initial fee to Rascals and a monthly
royalty throughout the ten-year term of the license.

     The transitions in our business plan has resulted in a marked disparity
between revenues and expenses.  Since our new operations are only in their
early stages, we continued to realize most of our net sales from our
restaurant/comedy club facility in Ocean, New Jersey, which we closed in May
2004.  Our overall operations generated a gross profit in the first quarter
of 2004 of $77,921.  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 2004 of $825,755.  The
portion of general and administrative expenses that are payable in cash was
increased somewhat from the three months ended March 31, 2003 ($300,171) to
the three months ended March 31, 2004 ($504,647).  However, the non-cash
expense increased by $257,732, as we incurred $321,108 in "stock based"
expenses during the recent quarter.

     In 2003 86% of our revenue came from the two New Jersey restaurant-clubs
that we have operated since the 1980s.  In 2004 we expect most of our revenue
to arise from new operations.  This will occur because:

            *   We closed our West Orange club and restaurant at the end
                of June 2003.  In recent years that club had produced over
                60% of our annual revenue.  In May 2004 we closed our club
                and restaurant in Ocean, New Jersey.  That club produced
                most of the remaining 40% of our revenues in recent years.
                Each of these clubs will be replaced in a nearby location
                - the West Orange club is being replaced by a new club and
                restaurant in Montclair, New Jersey.  But the Montclair
                club will be owned by a licensee from Rascals and the
                replacement for the Ocean club is likely to likewise be
                built by someone other than Rascals itself.


<PAGE>


            *   We are now realizing revenue from our Cherry Hill hotel-
                based operation which, albeit far less in amount than
                revenue from West Orange or Ocean, will, after its start-
                up phase is completed, produce far greater gross profit
                margins.

            *   Our interest in the mega-entertainment complexes being
                constructed by JHF Properties should begin to contribute
                to our revenues in the second quarter of this year.

            *   The first three videos licensed from the Rascals Library
                were introduced to the market for home videos in July
                2003.  They are 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 2004 will be a year of transition.  Our goal is to
return to profitability in 2005.

Liquidity and Capital Resources

     On October 8, 2003 Rascals signed an Equity Line of Credit Agreement
with Cornell Capital Partners, LP.   The Equity Line of Credit Agreement
provides that during the two years commencing January 8, 2004 Rascals may
demand that Cornell Capital Partners purchase shares of common stock from
Rascals.  Rascals may make a demand no more than once every seven trading
days.  The maximum purchase price on each demand is $150,000.  The aggregate
maximum that Rascals may demand from Cornell Capital Partners is $10,000,000.
The number of shares that Cornell Capital Partners will purchase after a
demand will be determined by dividing the dollar amount demanded by a per
share price.  The per share price used will be 98% of the lowest daily volume-
weighted average price during the five trading days that follow the date a
demand is made by Rascals.  Cornell Capital Partners is required by the
Agreement to pay each amount demanded by Rascals, unless (a) there is no
prospectus available for Cornell Capital Partners to use in reselling the
shares, (b) the purchase would result in Cornell Capital Partners owning over
9.9% of Rascals outstanding shares, or (c) the representations made by Rascals
in the Agreement prove to be untrue.

     During 2004 Rascals has sold a total of 13,815,556 shares to Cornell
Capital Partners pursuant to the terms of the Equity Line of Credit Agreement,
and received $1,065,000 for those shares.  In addition, Cornell Capital
Partners has made loans to Rascals, the remaining balance of which totals
$750,000.  The loans will be satisfied at a rate of $50,000 per week by
Rascals issuing shares to Cornell Capital Partners under the terms of the
Equity Line of Credit Agreement.  The number of shares that will be issued in
this way will depend on the market price of our common stock from time to
time.


<PAGE>



     From the funds provided by Cornell Capital Partners, Rascals has
advanced $975,000 to JHF Properties to fund the development of the four mega-
entertainment complexes that we are developing jointly with JHF Properties.
Our understanding with JHF Properties calls for Rascals to contribute at least
an additional $1,925,000 to the project, in exchange for a 33 % interest in
the four complexes.  Our interest will increase to 100% if Rascals purchases
nine existing clubs owned by JHF Properties.  Although we do not have a
contract for the purchase of the clubs, it is likely that purchase of the nine
clubs would require payment of at least $1,250,000 plus issuance of Rascals
common stock.  We are currently investigating sources for the funds required
for this purpose.

     At the present time, our liquid assets are negligible, while we had over
$3.5 million in accounts and notes payable on March 31, 2004.  We also have
plans to fund the build-out of three new clubs during 2004 (Palisades,
Montclair, and Shreveport) in addition to funding the joint venture with JHF
Properties.  Our plan is to use the proceeds from our equity line of credit
with Cornell Capital Partners to reduce our payables and to fund our building
plans.  We are also actively seeking alternative sources of capital
investment, as the Cornell Capital Partners equity line is not likely to be
sufficient for all of our purposes.

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 as of March 31, 2004.   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 and Small Business Issuer Purchase of Equity
Securities

     (c) Unregistered sales of equity securities

     From January 2004 through March 2004 Rascals sold a total of 4,448,107
shares of common stock to Cornell Capital Partners, LP.  The shares were sold
for $475,000 cash.  The sales were exempt pursuant to Section 4(2) of the Act
since the sales were not made in a public offering and were made to an entity
whose executives had access to detailed information about Rascals and which
was acquiring the shares for its own account.  There were no underwriters.

     (e) Purchases of equity securities

     The Company did not repurchase any of its equity securities that were
registered under Section 12 of the Securities Exchange Act during the 1st
quarter of 2004.


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

     Reports on Form 8-K:

     None

     Exhibits:

     31    Rule 13a-14(a) Certification
     32    Rule 13a-14(b) Certification


<PAGE>

                                 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 19, 2004               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: May 19, 2004                 /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.

Date: May 19, 2004           /s/ Eduardo Rodriguez
                             --------------------------------------------
                             Eduardo Rodriguez (Chief executive officer)