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 September 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:
                              November 17, 2003
                        Common Voting Stock: 6,660,028

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




<PAGE>


PART 1.   FINANCIAL INFORMATION

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


            Assets
Current Assets
 Cash                               $         -
 Inventory                               23,338
 Deferred charge - current               24,600
 Prepaid consulting                   1,330,030
                                      ---------

            Total Current Assets      1,377,968
                                      ---------

Property and equipment, net              89,891
Other Assets
 Liquor licenses                        152,856
 Prepaid consulting, net of current
  portion                             1,154,144
 Security deposits                       10,343
 Other assets                             8,050
 Deferred charges, net of current
  portion                               178,309
                                      ---------
         Total Other Assets           1,503,702
                                      ---------

         Total Assets                 2,971,561
                                      =========


            Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable and accrued
  expenses                            2,026,266
 Due to related parties                 223,604
 Notes payable                          307,000
 Deferred income and credits             30,211
                                      ---------
         Total Current Liabilities    2,587,081
                                      ---------
         Total Liabilities            2,587,081
                                      ---------
Stockholders' Equity
 Common stock, authorized 50,000,000
  shares, $.001 par value,
  5,541,028 shares issued and
  outstanding                             5,541
 Additional paid-in capital           8,364,507
 Accumulated deficit                 (6,655,568)
 Prepaid consulting fees             (1,330,000)
                                      ---------
         Total Stockholders' Equity     384,480
                                      ---------
         Total Liabilities and
          Stockholders'Equity       $ 2,971,561
                                      =========

See notes to the condensed consolidated financial statements.


                                     -1-

<PAGE>

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




                                   Three Months Ended      Nine Months Ended
                                      September 30,          September 30,
                                   2003          2002     2003          2002
                                -----------------------------------------------
                                      (Unaudited)             (Unaudited)

Net Sales                       $ 180,940  $ 936,700   $ 1,969,285  $ 3,205,253
                                  -------    -------     ---------    ---------

Costs and Expenses
 Cost of sales                     81,343    323,944       888,088    1,027,562
 Restaurant operating expenses     58,602    424,514       788,523    1,222,675
 Depreciation and amortization     22,877     14,351        56,360       45,480
                                  -------    -------     ---------    ---------
 Total Costs and Expenses         162,822    762,809     1,732,971    2,295,717
                                  -------    -------     ---------    ---------

Gross Profit                       18,118    173,891       236,314      909,536

General and Administrative
 expenses
 General and administrative
  expenses                        259,948    245,731       848,552      708,166
 Stock based compensation         278,945     75,167       546,234      121,659
 Stock issued for consulting
  services                        128,525     72,514       229,359      160,103
                                  -------    -------     ---------    ---------
 Total General and Administrative
  Expenses                        667,418    393,412     1,624,145      989,928

Loss Before Income Tax Provision (649,300)  (219,521)   (1,387,831)     (80,292)

Provision for Income Taxes              -          -             -            -
                                  -------    -------     ---------    ---------
Net Loss                        $(649,300) $(219,521)  $(1,387,831) $   (80,292)
                                  =======    =======     =========    =========

Earnings per share
 Earnings (Loss) Per Common
  Share                         $   (0.16) $   (4.37)   $    (0.80) $     (2.70)
                                  =======    =======     =========    =========
 Earnings (Loss) Per Share -
  Assuming Dilution             $   (0.16) $   (4.37)   $    (0.80) $     (2.70)
                                  =======    =======     =========    =========

Weighted Average Number of
 Common Shares Outstanding -
 Basic                          3,955,834     50,186     1,716,193       29,707

Weighted Average Number of
 Common Shares Outstanding -
 Fully Diluted                  3,955,834     50,186     1,716,193       29,707





See notes to the condensed consolidated financial statements.


                                     -2-


<PAGE>


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






                                            Nine Months Ended
                                              September 30,
                                            2003         2002
                                          ----------------------
                                              (Unaudited)

Cash Flows From Operating Activities      $ (99,475)  $ 104,327
                                            -------     -------
Cash Flows From Financing Activities         68,400     (67,016)
                                            -------     -------
Cash Flows From Investing Activities              -     (32,494)
                                            -------     -------
Net Decrease in Cash and Equivalents        (31,075)      4,817

Cash and Equivalents at Beginning of
 Period                                      31,075       6,953
                                            -------     -------
Cash and Equivalents at End of Period     $       -   $  11,770
                                            =======     =======































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 Nine Month Periods Ended September 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 nine months ended
September 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.

     In July 2003 the Company issued 100,000 shares of common stock to each
of its executive officers.  The shares were issued pursuant to the Company's
Employee Stock Purchase Plan in lieu of salary owed to the two executives.

     In August 2003 the Company issued 1,000,000 shares of common stock to
each of its executive officers.  The shares were issued pursuant to the
Company's Restricted Stock Grant Program.


                                     -4-

<PAGE>


3.   STOCK ISSUED FOR CONSULTING SERVICES

     During the quarter ended June 30, 2003 and the quarter ended September
30, 2003 the Company issued 2,056,000 shares of its common stock to twenty
individuals or entities in consideration of consulting services.  1,951,500 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.

<PAGE>
Item 2.  Management Discussion and Analysis






                                     -5-

<PAGE>

     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.
However, our inability to provide financing for the development led to the
termination of that agreement.  Other clubs are in the planning and
negotiation stage, with some expected to open in the Spring of 2004.


                                     -6-

<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 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 nine months of 2003 of $236,314.  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 nine months of 2003 of $1,624,145.  The portion of general and
administrative expenses that are payable in cash was not significantly changed
between the first nine months of 2002 and the first nine months of 2003.
However, the non-cash expense increased by $493,831, as we incurred $775,593
in expenses for "stock based compensation" and "stock issued for consulting
services"during the recent nine month period.  These non-cash items were
significantly less in the first nine 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, New Jersey
        where we will reopen the club, which will be a full
        restaurant and show room.  Nevertheless, 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.

     *  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 2003 will be a year of transition.  Our goal is to
return to profitability in 2004.

     Liquidity and Capital Resources

     The loss incurred in the first nine months of 2003 had a relatively
small effect on our cash position.  Over 55% 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 29% percent
of the loss.  Operations in the first nine months, therefore, used $99,475 in
cash, compared to a contribution of $104,327 in cash from operations in the
first nine months of 2002.

     Our working capital deficit decreased from ($2,130,649) at December 31,
2002 to ($1,209,113) at September 30, 2003.  The primary factors contributing
to the improvement were:
                                     -7-

<PAGE>


     *  The several consulting agreements that we entered into
        this year resulted in an increase of $1,110,030 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.

     In October 2003 we entered into an Equity Line of Credit Agreement with
Cornell Capital Partners, L.P.  The Agreement provides that during a two year
period, if there is a prospectus available for Cornell Capital Partners to use
in reselling the shares into the public market,  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. We expect that the Equity Line of Credit Agreement with Cornell
Capital Partners will provide us the funds necessary to properly implement our
business plan.

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 September 30, 2003.   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

     In August 2003 Rascals issued a total of 2,000,000 shares of common
stock to its two executive officers.  The securities were issued in
consideration for services to be valued at the market price on the date on
which ownership of the shares vests.  The sale was exempt pursuant to Section
4(2) of the Act since the sale was not made in a public offering and was made
to individuals who had access to detailed information about Rascals and were
acquiring the shares for their own accounts.  There were no underwriters.


                                     -8-

<PAGE>

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

     Reports on Form 8-K:

     Report dated August 5, 2003 regarding the adoption of the Restricted
     Stock Grant Program, and the grant of 2,000,000 shares thereunder.

     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: November 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:


                                     -9-

<PAGE>

     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: November 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.

Date: November 18, 2003  /s/ Eduardo Rodriguez
                         -------------------------------------------
                         Eduardo Rodriguez (Chief executive officer)