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

                                FORM 10-QSB/A
                               Amendment No. 1

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

          For the quarterly period ended September 30, 2002


[ ]       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)

                136 Freeway Drive East, East Orange, NJ 07018
                ---------------------------------------------
                   (Address of Principal Executive Offices)

                   Issuer's Telephone Number: (973) 266-7020

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:
                           November 18, 2002
                           Common Voting Stock: 27,887,456

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


<PAGE>

                             AMENDMENT NO. 1

The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Quarterly Report on Form 10-QSB for the
period ended September 30, 2002, as set forth on the pages attached hereto:


PART 1.   FINANCIAL INFORMATION

                Rascals International, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheet
                             September 30, 2002




          Assets

Current Assets
 Cash                               $   11,770
 Accounts receivable                    59,882
 Inventory                              69,829
 Prepaid expenses                       19,903
 Prepaid consulting                    555,519
                                      --------
 Total Current Assets                  716,903
                                      --------

Property and equipment, net            138,360

Other Assets
 Liquor licenses                       196,862
 Security deposits                       9,403
 Other assets                            1,998
                                      --------
 Total Other Assets                    208,263
                                      --------
 Total Assets                       $1,063,526
                                      ========

          Liabilities and Stockholders' Deficit

Current Liabilities
 Accounts payable and accrued
  expenses                          $1,041,817
 Notes payable                         453,294
 Deferred income and credits            35,743
                                     ---------
 Total Current Liabilities           1,530,854
                                     ---------

Non-current taxes payable              209,527

Commitments and Contingencies

Stockholders' Deficit
 Common stock, authorized 50,000,000
  shares, $.001 par value, 26,887,456
  shares issued and outstanding         26,888
 Additional paid-in capital          3,341,421
 Accumulated deficit                (4,146,164)
 Warrants                              101,000
                                     ---------
 Total Stockholders' Deficit          (676,855)
                                     ---------
 Total Liabilities and
  Stockholders' Deficit             $1,063,526
                                     =========


See notes to the condensed consolidated financial statements.


                                    -2-

<PAGE>


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



                               Three Months Ended       Nine Months Ended
                                  September 30,            September 30,
                              --------------------     --------------------
                               2002          2001       2002          2001
                             ----------   ---------   --------      --------
Net Sales                   $ 936,700    $ 916,554   $3,205,353    $3,324,208
                             ------------------------------------------------
Costs and Expenses
 Cost of sales                323,944      346,504    1,027,562     1,277,273
 Restaurant operating
  expenses                    424,514      515,216    1,222,675     1,589,649
 Depreciation and
  amortization                 14,351        6,458       45,480        21,128
                             ------------------------------------------------
Total Costs and Expenses      762,809      868,178    2,295,717     2,888,050
                             ------------------------------------------------

Gross Profit                  173,891       48,376      909,636       436,158

General and Administrative
 expenses                     393,412      538,516    1,103,928       782,243

Debt conversion expense             -            -      101,000             -
                              -----------------------------------------------
Total General and
 Administrative Expenses      393,412      538,516    1,204,928       782,243

Loss Before Income Tax
 Provision                   (219,521)    (490,140)    (295,292)     (346,085)

Provision for Income Taxes          -            -            -          (960)
                              -----------------------------------------------
Net Loss                    $(219,521)   $(490,140)   $(295,292)    $(347,045)
                              ===============================================

Loss Per Common Share       $   (0.01)   $   (0.04)   $   (0.01)    $   (0.02)
                              ===============================================
Weighted Average Number of
 Common Shares
   Outstanding - Basic      25,093,223  14,853,997   25,093,223     14,853,997




See notes to the condensed consolidated financial statements.

                                    -3-

<PAGE>

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





                                              Nine Months Ended
                                                September 30,
                                          -------------------------
                                            2002             2001
                                          --------         --------

Cash Flows From Operating Activities      $ 104,327        $ 369,850
                                           --------         --------

Cash Flows From Investing Activities        (32,494)         (22,314)
                                           --------         --------

Cash Flows From Financing Activities        (67,016)         336,509
                                           --------         --------
Net Increase in Cash and Equivalents          4,817           11,027

Cash and Equivalents at Beginning
 of Period                                    6,953           17,976
                                           --------         --------
Cash and Equivalents at End of Period     $  11,770        $  29,003
                                           ========         ========


See notes to the condensed consolidated financial statements.





                                   -4-

<PAGE>


                RASCALS INTERNATIONAL, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL  STATEMENTS
            For the Nine Month Period Ended September 30, 2002
                               (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 of the Securities and Exchange Commission.  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)
necessary for a fair presentation have been included.  Operating results for
the nine months ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2002.  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, 2001.


2. CONVERTIBLE DEBENTURES

During the quarter ended March 31, 2002, the Company issued 833,334 shares
of common stock for the conversion of $200,000 of convertible debentures.


3. STOCK ISSUED FOR CONSULTING SERVICES

During the first quarter of 2002 the Company issued 7,860,000 shares of
common stock in consideration of commitments from the recipients to provide
consulting services. The terms of the consulting agreements vary from one to
five 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. GRANT OF WARRANTS

In consideration for the agreement of a note holder to convert the debt into
common stock, the Company issued to the note holder during the first quarter
of 2002 a common stock purchase warrant.  The warrant permits the holder to
purchase up to 500,000 shares of common stock at an exercise price of $.10
per share until December 18, 2002; to purchase up to 500,000 shares of common
stock at an exercise price of $.20 per share until December 18, 2003; and to
purchase up to 500,000 shares of common stock at an exercise price of $.30
per share until December 18, 2004.  The fair value of the warrants on the date
they were granted, $101,000, has been recorded as a "debt conversion expense."
As of September 30, 2002, no warrants were exercised.



                                    -5-

<PAGE>



5.   SURRENDER OF SHARES ISSUED TO MANAGEMENT

On September 30, 2002 the two officers of the Company surrendered to the
Company shares of the Company's common stock which had been issued to them
earlier in the year.  Eduardo Rodriguez, the Company's Chairman, surrendered
5,000,000 shares which he had received in April 2002 pursuant to the Company's
Restricted Stock Grant Program.  Michael Margolies surrendered 3,500,000
shares which he had received in April 2002 under the Company's Restricted
Stock Grant Program and 500,000 shares which he had received in January 2002
pursuant to the terms of his employment agreement.  In addition, the Margolies
Family Trust surrendered 1,000,000 shares which the Company had issued to it
in January 2002 pursuant to Mr. Margolies' employment agreement.  The
surrendered shares have been retired, and the Company's stated capital has
been reduced by the amount of capital associated with those shares.

The surrendered shares have been retired, and the Company's stated capital has
been reduced by the amount of capital associated with those shares.

6.   RESTATEMENT OF FINANCIAL RESULTS

The Company has restated its financial statements for the nine months ended
September 30, 2002.  The restated financial results reflect errors in the
classification of $555,519 prepaid consulting as a contra-equity account, the
valuation of warrants issued in consideration for the conversion of debt to
equity resulting in a decrease to net income of $101,000, and the erroneous
writeoff of a liability resulting in a decrease to net income of $114,000.
The impact of these adjustments on the Company's financial results as
originally reported is summarized below.




                              Three Months Ended         Nine Months Ended
                              September 30, 2002         September 30, 2002
                             --------------------       --------------------
                               As            As           As           As
                            Reported      Restated     Reported     Restated
                            --------      --------     --------     --------
Total assets              $   508,007   $ 1,063,526   $   508,007  $ 1,063,526
Accumulated deficit        (3,931,164)   (4,146,164)   (3,931,164)  (4,146,164)
Net income                   (219,521)     (219,521)      (80,292)    (295,292)
Earnings (loss) per share       (0.01)        (0.01)        (0.01)       (0.01)















                                    -6-


<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' has negative working capital exceeding $800,000..
        All net funds that we obtain from operations will be used to satisfy
        debts.  Despite considerable efforts during 2002, we have not been
        able to raise capital by selling securities, thus restricting
        growth.
     2. The sale of shares by Rascals, if it occurs, will have a dilutive
        effect on the existing shareholders of Rascals.
     3. We have in recent months initiated a substantially new business plan
        which may encounter obstacles that cannot be foreseen.
     4. 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.


Restatement of Balance Sheet and Operating Results

     At the end of 2002, Rascals' management reviewed the financial policies
that had been applied in preparing Rascals' quarterly reports during 2002.
Primarily as a result of that review, Rascals has restated its financial
results for each of the first three quarters of 2002.  The items that were
restated were:

       -  We had originally classified the value of the stock given to
consultants on long-term consulting contracts as a contra-equity
account.  In the restatement, the value is stated as an asset:  "Prepaid
Consulting."

       - We had originally failed to record the value of warrants we gave
to a note holder to induce it to convert its note to equity.  That
value, $101,000, is classified as "Debt Conversion Expense" on the
restated Statement of Operations.

       - We have reviewed the considerations relevant to our write-off of a
$114,000 liability, and determined that there was insufficient support for
the write-off.  It has been reversed in the restated Statement of Operations.

     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 the effort involved in developing and
managing multiple channels of distribution was not sufficient to meet our
financial needs.  So in the third quarter we refocused our attention on the
development of new Rascals clubs, both hotel-based and licenses.

     The results of our hotel-based operations, which commenced in the Fall
of 2001, have been mixed to date.   Our hotel-based club in Phoenix, AZ has
made a modest contribution to our revenue and incurred relatively
insignificant losses, as start-up expenses such as marketing offset the
initial revenues. Our hotel-based club in Springfield, MA, on the other hand,
failed to meet our expectations and was closed in May 2002.   However, because
we had only a very modest capital investment in the Springfield club, we were
able to quickly cut our losses without damage to the Company's balance sheet.
Our experience in Springfield, albeit a failure, lent support to our rationale
for entering into hotel-based relationships.  The operations require only a
modest capital investment, and their success or failure can be determined
relatively quickly.



                                    -7-

<PAGE>


     The most recent result of our new plan was the opening on December 5, 2002
of this year of a new Rascals club in the prestigious Hilton Hotel in Cherry
Hill, NJ.  All expenses incurred to date for this facility have been paid from
operations and were expensed in the 3rd Quarter.  David Brenner, well-known
comic and TV personality, headlined at this new club on December 12, 13
and 14.  We are also in negotiation with a casino in Atlantic City for a
Rascals comedy club.

     Revenue for the first nine months of 2002 was 4% lower than revenue for
the first nine months of 2001, primarily due to lower attendance at our New
Jersey clubs during the second quarter of 2002.  Nevertheless, our operations
were significantly more efficient in the nine months ending September 30,
2002, despite reduced revenue and despite the contribution of relatively low
margins by our hotel-based clubs. Our overall gross margin increased from 13%
in the first nine months of 2001 to 28% in the first nine months of 2002.
This improvement reflected the results of our efforts to improve operating
efficiency at our stand-alone facilities.

     A net loss of $295,292 was realized in the first nine months of 2002, as
contrasted with a net loss of $347,045 in the first nine months of 2001.  The
improvement occurred despite the fact that Rascals' corporate parent incurred
a 41% increase in general and administrative expenses, as well as a $101,000
expense attributable to our grant of common stock warrants to induce a debt-
holder to convert its debt to common stock.  The increase in general and
administrative expense was the result, primarily, of expenses attributable to
developing our new channels of distribution as well as executive payroll,
professional and consulting fees.  In 2002 we are reporting executive payroll
and consulting fees that are in excess of those we reported in 2001.  This
has occurred in part because of the expansion of our management team and in
part because the complexity of our new business plan requires that we obtain
the assistance of experienced consultants in implementing the plan.  Both of
these situations have caused us to incur additional expenses for stock-based
compensation during 2002, although the expenses have not affected our cash
accounts.  In addition, the fact that Rascals became an SEC reporting company
in December 2001, which enabled us to have our stock listed on the OTC
Bulletin Board, has resulted in expenses for professional fees during 2002
that exceed our professional fees in 2001.


     Liquidity and Capital Resources

     Our activities during the first nine months of 2002 resulted in a
substantial improvement to our balance sheet.  Our working capital deficit
improved to ($813,951) from ($1,794,626) at December 31, 2001, a improvement
of $980,675, and our shareholders equity increased by $753,979 to a deficit of
($676,855).  While these negative positions remain an obstacle to Rascals'
near-term health, our ability to sustain operations for the past two years
with larger deficits and our improvements in the recent period suggests that
we have the resources to carry on until the benefits from our new business
plan put us in a position to eliminate the burden of paying prior years'
obligations.

     The improvement to our working capital position was produced by a number
of events:

     *  We issued 7,860,000 shares of common stock to secure the services of
        consultants.  The market value of those shares has been recorded an
        asset called "prepaid consulting."  The asset will be written-down
        and expensed over the life of the several consulting agreements.
        $555,519 that will be expensed during the next twelve months has been
        recorded as a current asset, improving working capital.

     *  We reached a settlement with the State of New Jersey that resolved
        our obligation for past-due taxes.  The settlement calls for us to
        pay approximately $4,800 per month over a five year period.  This
        enabled us to re-classify $231,840 from current accounts payable to
        "non-current taxes payable."


                                    -8-

<PAGE>


     *  We used the cash generated by our operations to reduce accounts
        payable by an additional $204,275.

     *  We reached agreement with the holders of short-term notes and other
        obligations having a principal balance of $304,000 to convert the
        notes and obligations into Rascals common stock.

     *  We settled our obligation to the landlord of our closed Miami-based
        property.  We had accrued an expense of $137,000 in connection with
        that liability. The settlement required payment of only $20,000.
        Accordingly, we recorded a $117,000 reduction in accrued expense,
        which offset other accrued expenses property.


     We remain in a position where cash that becomes available must be used
to pay past due accounts.  As a result, although our operations for the first
six months of 2002 produced net cash of $104,327, we applied a net of $99,510
to debt reduction.  That situation will continue to limit our growth options
until we have eliminated our working capital deficit.  At the present time,
however,  we are implementing a business plan designed to facilitate growth
with only modest financial commitments by Rascals.  For example, our new
program of locating Rascals Comedy Clubs in existing hotels means that we can
generally establish a new club with a net cash outlay of less than $130,000 -
and (as in Springfield) can close an unsuccessful club without significant
loss.  Similarly, the licensing agreements we have made or are now negotiating
will require virtually no financial commitment by Rascals, and have potential
to produce considerable revenue.  The combination of these ventures with our
existing clubs should provide us the wherewithal to sustain operations until
we obtain the capital infusion needed to fund significant growth.



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.



                                    -9-

<PAGE>



PART II  -   OTHER INFORMATION

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

             Reports on Form 8-K:  none

             Exhibits: none.



                                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

                                   -10-

<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