As filed with the Securities and Exchange Commission on July 11, 2003

                                            Registration Number


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                        RASCALS INTERNATIONAL, INC.
             -------------------------------------------------
            (Exact name of Registrant as specified in Charter)

       Delaware                                          84-1195628
  -----------------------------------------------------------------------
  (State of Incorporation)                   (I.R.S. Employer I.D. Number)

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

                    2003 EMPLOYEE STOCK PURCHASE PLAN
                    ---------------------------------
                           (Full Title of Plan)

                             EDUARDO RODRIGUEZ
                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                           West Orange, NJ 07052
                               (973) 243-8080
         ---------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                Copy to:
                           ROBERT BRANTL, ESQ.
                            322 Fourth Street
                           Brooklyn, NY 11215
                             (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

Title of                      Proposed Maximum  Proposed Maximum
Securities     Amount to      Offering          Aggregate         Amount of
to be          be             Price per         Offering          Registration
Registered     Registered (1) Share (2)         Price (2)         Fee
------------------------------------------------------------------------------
Common Stock,  500,000 shares   $1.55            $775,000         $63.00
$0.001par value



(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 500,000
    shares by $1.55, the closing price of shares of the Common Stock on the
    OTC Bulletin Board on July 7, 2003.





                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
        Incorporation of Documents by Reference.

     Rascals International, Inc. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

     (a) Rascals International's Annual Report on Form 10-KSB for the year ended
         December 31, 2002;

     (b) Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

     (c) Rascals International's Current Report on Form 8-K dated April 29,
         2003;


     (d) the description of Rascals International's Common Stock
         contained in its Registration Statement on Form 10-SB.

     Rascals International, Inc. is also incorporating by reference all
documents hereafter filed by Rascals International pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Rascals International, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of Rascals
International.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.


Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

4.1  2003 Employee Stock Purchase Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
     as Exhibit 5.

Item 9.   Undertakings.

     Rascals International hereby undertakes:

     (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

     (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

     (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Rascals International pursuant to the provisions of the Delaware
General Corporation Law or otherwise, Rascals International has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Rascals International of
expenses incurred or paid by a director, officer or controlling person of
Rascals International in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Rascals International will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.



REOFFER PROSPECTUS


                         RASCALS INTERNATIONAL, INC.

                       500,000 Shares of Common Stock


     The shares are being offered by persons who are control persons with
respect to Rascals International, Inc. by reason of their positions in
Rascals' management or their ownership of Rascals stock.  They purchased the
shares from Rascals pursuant to an employee stock purchase plan. .

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the market
makers for Rascals International's common stock to determine the prices for
each sale.  They expect each sale price to be near to the market price at the
time of the sale.

     Rascals International's common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "RSCA.OB."

     Purchase of Rascals International common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.


                       Rascals International, Inc.
                    414 Eagle Rock Avenue, Suite 308
                         West Orange, NJ 07052
                            973-243-8080



              The date of this prospectus is July 11, 2003


                           TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-3-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-3-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-4-


                           RISK FACTORS

     You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.

            I.  Risks attendant to our business plan.

     We lack sufficient capital to fully carry out our business plan.

     In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources
are sparse.  In order to expand our operations, we will need an infusion of
capital.  Management is currently seeking sources of capital to fund our
growth.  But we do not know if we will be able to obtain the necessary
capital.  If we cannot obtain additional capital, it is unlikely that our
business will ever be prosperous.

     We may be unable to satisfy our current debts.

     Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  We
are currently in default in making payments to a number of our creditors,
including secured creditors.  We are engaged in efforts to negotiate compro
mises and extensions with our major creditors.  If those negotiations are
unsuccessful, however, our business may fail.

     We may not become profitable.

     Rascals International has incurred substantial operating losses during
the past three years.  In order to achieve profitability it will be necessary
that we either expand operations to a point sufficient to cover overhead or
establish new sources of revenue.  Failing such developments, it is likely
that we will continue to sustain net losses.

     Current shareholders may suffer dilution as a result of our financing
activities.

     If we are able to sell equity in Rascals International and raise the
capital we need to grow, it is almost certain that the sale will occur at a
price which is less than the market price for our common stock when the sale
occurs.  In addition, the issuance of common stock to settle debts or to
attract management is also likely to occur at below-market prices.  Such sales
and issuances may, therefore, have the effect of reducing the market price for
our common stock.  In addition, other terms may be negotiated with investors
which could have the effect of diluting the interest of current shareholders
in the equity of Rascals International.

     Our business development would be hindered if we lost the services of
our President.

     Eduardo Rodriguez is the President of Rascals International.  Mr.
Rodriguez is the only executive employed on a full-time basis by Rascals
International.  Mr. Rodriguez is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Rodriguez were to
leave Rascals International or become unable to fulfill his responsibilities,
our business would be imperiled.  At the very least, there would be a delay in
the development of Rascals International until a suitable replacement for Mr.
Rodriguez could be retained.

     Related party transactions may occur on terms that are not favorable to
Rascals International.

     Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control over 54% of the
outstanding common stock of Rascals International.  For the foreseeable
future, therefore, they will control the operations of Rascals International.
They are also the Managers of the limited liability companies that are the
senior secured creditors of Rascals and that own one of the properties where
Rascals' New Jersey clubs operate.  It is possible that they will engage in
other transactions with Rascals International.  It is unlikely that they will
obtain independent confirmation that the terms of such related party transac
tions are fair.  If the terms are unfair to Rascals International, the
transactions could harm our operating results.

     Liability from lawsuits based on "dram shop" laws could exceed our
insurance coverage.

     In most states where Rascals International locates clubs, there will be
liquor liability ("dram shop") laws.  These laws vary from state to state.  In
general, dram shop laws  impose liability on the proprietor of an establish
ment for damage caused by a customer of the establishment, if the service of
alcoholic beverages by the establishment to that customer was a cause of the
damage and the establishment service was negligent or otherwise culpable.
Since we will serve alcoholic beverages in all of our clubs, we will be
subject to the risk that lawsuits arising under dram shop laws could produce
judgments that exceed our insurance coverage and imperil our capital.

            II.  Risks attendant to the market for our common stock.

     The volatility of the market for Rascals International common stock may
prevent a shareholder from obtaining a fair price for his shares.

     Rascals International at the present time has fewer than 900 sharehold
ers and only a small number of market makers.  As a result, the market price
for our common stock is volatile, at times moving over 100% in one day.
Unless and until the market for our common stock grows and stabilizes, the
common shares you purchase will remain illiquid.  A shareholder in Rascals
International who wants to sell his shares, therefore, runs the risk that at
the time he wants to sell, the market price may be much less than the price he
would consider to be fair.



     Rascals International will be quoted on the OTC Bulletin Board for the
immediate future.

     Rascals International does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Those requirements include 300 round lot
shareholders, a net asset value of $4 million, a $4.00 bid price, and
1,000,000 publicly-held shares with a market capitalization of at least $5
million.  Until we meet those standards and are accepted into the NASDAQ Stock
Market, the Rascals International common stock will be quoted only on the OTC
Bulletin Board.  Such a listing is considered less prestigious than a NASDAQ
Stock Market or an exchange listing, and many brokerage firms will not
recommend Bulletin Board stocks to their clients.  This situation may limit
the liquidity of your shares.


                          SELLING SHAREHOLDERS

     The table below contains information regarding the individuals who are
using this prospectus to offer common shares.


                           Shares        Number    Shares    Percentage of
                           Owned         of        Owned     Class Held
Selling                    Before        Shares    After     After
Shareholder  Position      Offering (1)  Offered   Offering  Offering
-----------------------------------------------------------------------------





                        OTHER AVAILABLE INFORMATION

     Rascals International Int'l, Inc.is incorporating into this
prospectus by reference the following documents previously filed with the
Securities and Exchange Commission:

     (a) Rascals International's Annual Report on Form 10-KSB for the
         year ended December 31, 2002;

     (b) Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

     (c) Rascals International's Current Report on Form 8-K dated April 29,
         2003;

     (d) the description of Rascals International's Common Stock contained
         in its Registration Statement on Form 10-SB.

     Rascals International is also incorporating into this prospectus by
reference all documents hereafter filed by Rascals International pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
until the termination of this offering.

     Upon written or oral request, Rascals International will provide to
each person, including any beneficial owner, to whom this prospectus is
delivered a copy of any and all information that has been incorporated into
this prospectus by reference.  We will provide the information at no cost to
the person who requests it. Any such request should be made to Eduardo
Rodriguez, President, Rascals International, Inc., 414 Eagle Rock Avenue,
Suite 308, West Orange, NJ 07052, telephone: 973-243-8080.

     Rascals International files with the Securities and Exchange
Commission annual, quarterly and current reports, proxy statements and other
information, which may assist you in understanding our company.   In addition,
we have filed a registration statement on Form S-8, including exhibits, with
respect to the shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call
the Commission at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our Commission filings, including the registration
statement, are also available to you on the Commission's Web site at
http://WWW.SEC.GOV.



                           INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.


                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Rascals
International,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Orange and the State of New
Jersey on the 11th day of July, 2003.

                             RASCALS INTERNATIONAL, INC.



                             By:/s/Eduardo Rodriguez
                             -----------------------
                             Eduardo Rodriguez
                             Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on July 11, 2003.

     Name                       Title


/s/Eduardo Rodriguez            President (Chief Executive Officer, Chief
---------------------           Financial Officer, Chief Accounting Officer),
Eduardo Rodgriguez              Director




                                Director
---------------------
Gary Marks



/s/Michael Margolies            Director
--------------------
Michael Margolies



                            INDEX TO EXHIBITS

4.1  2003 Employee Stock Purchase Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.


                    *       *       *       *       *




                                                        EXHIBIT 4.1

                        RASCALS INTERNATIONAL, INC.
                    2003 EMPLOYEE STOCK PURCHASE PLAN

    1.  Purpose and Term of Plan.

        1.1  Purpose.  The purpose of the Rascals International, Inc. 2003
Employee Stock Purchase Plan (the "Plan") is to provide Eligible Employees of
the Participating Company Group with an opportunity to acquire a proprietary
interest in the Company through the purchase of Stock. The Company intends
that the Plan qualify as an "employee stock purchase plan" under Section 423
of the Code (including any amendments or replacements of such section), and
the Plan shall be so construed.

        1.2  Term of Plan.  The Plan shall continue in effect until the
earlier of its termination by the Board or the date on which all of the
shares of Stock available for issuance under the Plan have been issued.

    2.  Definitions.   Whenever used herein, the following terms shall have
their respective meanings set forth below:

    (a) "Board" means the Board of Directors of the Company. If one or more
Committees have been appointed by the Board to administer the Plan, "Board"
also means such Committee(s).

    (b) "Code" means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.

    (c) "Committee" means a committee of the Board duly appointed to
administer the Plan and having such powers as shall be specified by the Board.
Unless the powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted herein, including,
without limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations imposed by
law.

    (d) "Company" means Rascals International, Inc., a Delaware corporation,
or any successor corporation thereto.

    (e) "Compensation" means, with respect to any Purchase Period, base wages
or salary, overtime, bonuses and commissions.   Compensation shall be limited
to amounts actually payable in cash during the Purchase Period, including
amounts accrued but not paid prior to the Purchase Period.

    (f) "Eligible Employee" means an Employee who meets the requirements set
forth in Section 5 for eligibility to participate in the Plan.

    (g) "Employee" means a person treated as an employee of a Participating
Company for purposes of Section 423 of the Code. A Eligible Employee shall be
deemed to have ceased to be an Employee either upon an actual termination of
employment or upon the corporation employing the Eligible Employee ceasing to
be a Participating Company. For purposes of the Plan, an individual
shall not be deemed to have ceased to be an Employee while such
individual is on a bona fide leave of absence approved by the Company
of ninety (90) days or less. In the event an individual's leave of absence
exceeds ninety (90) days, the individual shall be deemed to have ceased to be
an Employee on the ninety-first (91st) day of such leave unless the
individual's right to reemployment with the Participating Company Group is
guaranteed either by statute or by contract. The Company shall determine in
good faith and in the exercise of its discretion whether an individual has
become or has ceased to be an Employee and the effective date of such
individual's employment or termination of employment, as the case may be.
All such determinations by the Company shall be, for purposes of an
individual's participation in or other rights under the Plan as
of the time of the Company's determination, final, binding and
conclusive, notwithstanding that the Company or any governmental
agency subsequently makes a contrary determination.

    (h) "Fair Market Value" means, as of any date, if there is then a public
market for the Stock, the closing sale price of a share of Stock (or the mean
of the closing bid and asked prices if the Stock is so quoted instead) as
quoted on the OTC Bulletin Board or such other national or regional securities
exchange or market system constituting the primary market for the Stock. If
the relevant date does not fall on a day on which the Stock has traded on
such securities exchange or market system, the date on which the Fair Market
Value shall be established shall be the last day on which the Stock was so
traded prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its sole discretion. If there is then
no public market for the Stock, the Fair Market Value on any relevant date
shall be as determined by the Board without regard to any restriction other
than a restriction which, by its terms, will never lapse.

    (i) "Parent Corporation" means any present or future "parent corporation"
of the Company, as defined in Section 424(e) of the Code.

    (j) "Participating Company" means the Company and each Parent Corporation
and Subsidiary Corporation, unless excluded by the Board.  The Board shall
have the sole and absolute discretion to determine from time to time that a
Parent Corporation or Subsidiary Corporation shall not be a Participating
Company.

    (k) "Participating Company Group" means, at any point in time, the Company
and all other corporations collectively which are then Participating Companies.

    (l) "Purchase Date" means the date specified as such in the Eligible
Employee's Subscription Agreement, which shall be either the date of
submission of the Subscription Agreement to the Company or the last date in
the Purchase Period.

    (m) "Purchase Period" means a period consisting of two (2) calendar weeks,
each commencing on a Sunday and ending on a Saturday, or such other duration
as the Board shall determine.  The Board will designate the commencement of
each Purchase Period; provided that there shall be no overlap of Purchase
Periods.

    (n) "Purchase Price" means the price at which a share of Stock may be
purchased under the Plan, as determined in accordance with Section 7.

    (o) "Purchase Right" means an option granted to a Eligible Employee
pursuant to the Plan, which permits the Employee to allocate a percentage of
the Employee's Compensation to the purchase of Stock as provided in Section
6, which the Eligible Employee may or may not exercise during the Purchase
Period in which such option is outstanding.

    (p) "Stock" means the common stock of the Company, as adjusted from time
to time in accordance with Section 4.2.

    (q) "Subscription Agreement" means a written agreement in the form
annexed hereto or as otherwise specified by the Company, stating an Eligible
Employee's election to participate in the Plan and authorizing a payroll
deduction under the Plan from the Employee's Compensation.

    (r)  "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code.

    3.  Administration.

        3.1  Administration by the Board.  The Plan shall be administered by
the Board, including any duly appointed Committee of the Board. All questions
of interpretation of the Plan, of any form of agreement or other document
employed by the Company in the administration of the Plan, or of any Purchase
Right shall be determined by the Board and shall be final and binding upon
all persons having an interest in the Plan or the Purchase Right.  Subject to
the provisions of the Plan, the Board shall determine all of the relevant
terms and conditions of Purchase Rights granted pursuant to the Plan; provided,
however, that all Eligible Employees granted Purchase Rights pursuant to the
Plan shall have the same rights and privileges within the meaning of
Section 423(b)(5) of the Code.

        3.2   Policies and Procedures Established by the Company.  The
Company may, from time to time, consistent with the Plan and the requirements
of Section 423 of the Code, establish, change or terminate such rules,
guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its sole discretion, for the proper
administration of the Plan, including, without limitation, (a) a minimum
payroll deduction amount required for participation in an Offering, (b) a
payroll deduction greater than or less than the amount designated by a
Eligible Employee in order to adjust for the Company's delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Eligible
Employee's election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code, and (c) determination of the date
and manner by which the Fair Market Value of a share of Stock is determined
for purposes of administration of the Plan.

    4.  Shares Subject to Plan.

        4.1  Maximum Number of Shares Issuable.  Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be five hundred thousand (500,000) and
shall consist of authorized but unissued or reacquired shares of Stock, or
any combination thereof.

        4.2  Adjustments for Changes in Capital Structure.  In the event of
any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of
the Company, or in the event of any merger (including a merger effected for
the purpose of changing the Company's domicile), sale of assets or other
reorganization in which the Company is a party, appropriate adjustments shall
be made in the number and class of shares subject to the Plan and each
Purchase Right and in the Purchase Price.

    5.  Employees Eligible to Participate.  Each Employee of a
Participating Company who is designated as either a Manager or an Executive
Officer (or whom the Board determines to perform responsibilities equivalent
to a Manager or Officer) is eligible to participate in the Plan and shall be
deemed an Eligible Employee, except the following:

    (a) Any Employee who is customarily employed by the Participating Company
Group for less than twenty (20) hours per week; or

    (b) Any Employee who is customarily employed by the Participating Company
Group for not more than five (5) months in any calendar year.

    6.  Right to Purchase Shares.

        6.1 Grant and Exercise of Purchase Right.  On the first day of each
Purchase Period, each Eligible Employee shall be granted automatically a
Purchase Right consisting of an option to purchase Stock by deducting from
his Compensation up to forty percent (40%) of the pre-tax Compensation. An
Eligible Employee may exercise the Purchase Right by delivering a properly
completed Subscription Agreement to the office designated by the Company not
later than the close of business on the last day of the Purchase Period.

        6.2  Pro Rata Allocation of Shares.  In the event that the number of
shares of Stock which might be purchased by all Eligible Employees in the
Plan on a Purchase Date exceeds the number of shares of Stock available in
the Plan as provided in Section 4.1, the Company shall make a pro rata
allocation of the remaining shares in as uniform a manner as shall be
practicable and as the Company shall determine to be equitable. Any
fractional share resulting from such pro rata allocation to any
Eligible Employee shall be disregarded.

        6.3  Delivery of Certificates.  As soon as practicable
after each Purchase Date, the Company shall arrange the delivery to each
Eligible Employee, as appropriate, of a certificate representing the shares
acquired by the Eligible Employee on such Purchase Date; provided that the
Company may deliver such shares to a broker that holds such shares in street
name for the benefit of the Eligible Employee. Shares to be delivered to a
Eligible Employee under the Plan shall be registered in the name of the
Eligible Employee, or, if requested by the Eligible Employee, in the name of
the Eligible Employee and his or her spouse.

    7.  Purchase Price.  The Purchase Price at which each share of Stock may
be acquired upon the exercise of all or any portion of a Purchase Right shall
be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a
share of Stock on the first date of the Purchase Period, or (b) the Fair
Market Value of a share of Stock on the Purchase Date.

    8.  Payment of Purchase Price.

        8.1  Payroll Deduction.  Shares of Stock acquired pursuant to the
exercise of all or any portion of a Purchase Right may be paid for only by
means of payroll deductions from the Eligible Employee's Compensation
accumulated during the Purchase Period for which such Purchase Right was
granted.  The Subscription Agreement shall set forth the amount of the
Eligible Employee's Compensation to be deducted.  The payroll deduction
will occur on the first payday following the Purchase Date.

        8.2  Tax Withholding.  At the time a Eligible Employee's
Purchase Right is exercised, in whole or in part, the Eligible Employee
shall make adequate provision for the foreign, federal, state and local tax
withholding obligations of the Participating Company Group, if any, which
arise upon exercise of the Purchase Right, respectively. The Participating
Company Group may, but shall not be obligated to, withhold from the Eligible
Employee's compensation the amount necessary to meet such withholding
obligations.

    9.  Eligible Employee Accounts.  Individual bookkeeping accounts shall be
maintained for each Eligible Employee. All payroll deductions from a Eligible
Employee's Compensation shall be credited to such Eligible Employee's Plan
account and shall be deposited with the general funds of the Company. All
payroll deductions received or held by the Company may be used by the
Company for any corporate purpose.

    10.  Nontransferability of Purchase Rights.  A Purchase Right
may not be transferred in any manner otherwise than by will or the laws of
descent and distribution and shall be exercisable during the lifetime of the
Eligible Employee only by the Eligible Employee.

    11.  Restriction on Issuance of Shares.  The issuance of shares under the
Plan shall be subject to compliance with all applicable requirements of
foreign, federal or state law with respect to such securities. A Purchase
Right may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable foreign, federal or state
securities laws or other law or regulations or the requirements of any
securities exchange or market system upon which the Stock may
then be listed. In addition, no Purchase Right may be exercised unless
(a) a registration statement under the Securities Act of 1933, as amended,
shall at the time of exercise of the Purchase Right be in effect with respect
to the shares issuable upon exercise of the Purchase Right, or (b) in the
opinion of legal counsel to the Company, the shares issuable upon exercise
of the Purchase Right may be issued in accordance with the terms of an
applicable exemption from the registration requirements of said
Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company's legal counsel to
be necessary to the lawful issuance and sale of any shares under the Plan
shall relieve the Company of any liability in respect of the failure to issue
or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of a Purchase Right, the
Company may require the Eligible Employee to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable
law or regulation, and to make any representation or warranty with respect
thereto as may be requested by the Company.

    12.  Rights as a Stockholder and Employee.  A Eligible Employee shall
have no rights as a stockholder by virtue of the Eligible Employee's
participation in the Plan until the date of the issuance of a certificate
for the shares purchased pursuant to the exercise of the Eligible Employee's
Purchase Right (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the
record date is prior to the date such certificate is issued, except as
provided in Section 4.2. Nothing herein shall confer upon a Eligible Employee
any right to continue in the employ of the Participating Company Group or
interfere in any way with any right of the Participating Company Group to
terminate the Eligible Employee's employment at any time.

    13.  Notices.  All notices or other communications by a Eligible Employee
to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

    14.  Amendment or Termination of the Plan.  The Board may at any time
amend or terminate the Plan, except that (a) such termination shall not
affect Purchase Rights previously granted under the Plan, except as permitted
under the Plan, and (b) no amendment may adversely affect a Purchase Right
previously granted under the Plan (except to the extent permitted by the
Plan or as may be necessary to qualify the Plan as an employee stock purchase
plan pursuant to Section 423 of the Code or to obtain qualification or
registration of the shares of Stock under applicable foreign, federal or
state securities laws).

    IN WITNESS WHEREOF, the undersigned Secretary of the Company
certifies that the foregoing Rascals International, Inc. 2003
Employee Stock Purchase Plan, as amended, was duly adopted by the
Board of Directors of the Company on July 8, 2003.

                              Michael Margolies, Secretary


                   *       *       *       *       *


                       RASCALS INTERNATIONAL, INC.
                   2003 EMPLOYEE STOCK PURCHASE PLAN
                        SUBSCRIPTION AGREEMENT

    I hereby elect to participate in the 2003 Employee Stock Purchase
Plan (the "Plan") of Rascals International, Inc. (the "Company")
and subscribe to purchase shares of the Company's common stock as
determined in accordance with this Subscription Agreement and the
Plan.

     I hereby authorize a payroll deduction in the amount of
$______________________ from my "Compensation" (as defined in the
Plan) on the payday that next follows the date of this
Subscription Agreement. I understand that this payroll deduction
will be applied to the purchase of shares of the Company's common
stock at the applicable Purchase Price determined in accordance
with the Plan.  For purposes of determining the Purchase Price,
the "Purchase Date" for this subscription shall be (check one):

     ___ the date on which I submit this Subscription Agreement
to the Company;

     ___ the last date in the current Purchase Period.
Shares I purchase under the Plan should be issued in the name(s)
set forth below. (Shares may be issued either in the Eligible
Employee's name alone or together with the Eligible Employee's
spouse as community property or in joint tenancy.)


    NAME:
    ADDRESS:

    MY SOCIAL SECURITY NUMBER:

    I agree to make adequate provision for the foreign, federal,
state and local tax withholding obligations, if any, which may
arise upon my purchase of shares under the Plan and/or
disposition of shares I acquired under the Plan. The Company may,
but will not be obligated to, withhold from my compensation the
amount necessary to meet such withholding obligations.
I am familiar with the provisions of the Plan and agree to
participate in the Plan subject to all of its provisions. I
understand that the Board of Directors of the Company reserves
the right to terminate the Plan or to amend the Plan and my right
to purchase stock under the Plan to the extent provided by the
Plan. I understand that the effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the
Plan.


Date:

                                   Sign:___________________________
                                   Print:________________________






                       *       *       *       *       *


                                                               EXHIBIT 5

                             ROBERT BRANTL, ESQ.
                             322 Fourth Street
                             Brooklyn, NY 11215
                               718-768-6045

July 11, 2003

Rascals International, Inc.
414 Eagle Rock Avenue
Suite 308
West Orange, NJ 07052

Gentlemen:

With reference to the Registration Statement on Form S-8 which Rascals
International, Inc. proposes to file with the Securities and Exchange
Commission registering 500,000 common shares which may be offered and sold by
Rascals International, Inc. under the 2003 Employee Stock Purchase Plan (the
"Shares"), I am of the opinion that all proper corporate proceedings
have been taken so that the Shares, upon sale and payment therefor in
accordance with the Plan, will be legally issued, fully paid, and
nonassessable.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement referred
to above.

                                        Yours,

                                        /s/Robert Brantl
                                        ------------------
                                        Robert Brantl

                *       *       *       *       *
                                                          EXHIBIT 23.1

            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated April 10, 2003 with respect to the financial statements of
Rascals International, Inc. and Subsidiaries for the years ended December
31, 2002 and 2001.

                                  /s/Rosenberg Rich Baker Berman & Company
                                  ----------------------------------------
                                  Rosenberg Rich Baker Berman & Company
                                  Certified Public Accountants

Bridgewater, New Jersey
July 11, 2003
[{"type": "S-8", "sequence": "1", "filename": "rasreg703.txt", "description": "RASCALS S8 JULY 2003", "secsgml_size_bytes": 45371}]
{"company-data": {"conformed-name": "RASCALS INTERNATIONAL INC", "cik": "0001107802", "assigned-sic": "7900", "irs-number": "841195628", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106979", "film-number": "03784010"}, "business-address": {"street1": "414 EAGLE ROCK AVENUE", "street2": "STE 308", "city": "WEST ORANGE", "state": "NJ", "zip": "07052", "phone": "9732438080"}, "mail-address": {"street1": "414 EAGLE ROCK AVENUE STE 308", "city": "WEST ORANGE", "state": "NJ", "zip": "07052"}}
As filed with the Securities and Exchange Commission on July 11, 2003

                                            Registration Number

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

                        RASCALS INTERNATIONAL, INC.
             -------------------------------------------------
            (Exact name of Registrant as specified in Charter)

       Delaware                                          84-1195628
  -----------------------------------------------------------------------
  (State of Incorporation)                   (I.R.S. Employer I.D. Number)

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

                    2003 EMPLOYEE STOCK PURCHASE PLAN
                    ---------------------------------
                           (Full Title of Plan)

                             EDUARDO RODRIGUEZ
                        Rascals International, Inc.
                     414 Eagle Rock Avenue, Suite 308
                           West Orange, NJ 07052
                               (973) 243-8080
         ---------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                Copy to:
                           ROBERT BRANTL, ESQ.
                            322 Fourth Street
                           Brooklyn, NY 11215
                             (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

Title of                      Proposed Maximum  Proposed Maximum
Securities     Amount to      Offering          Aggregate         Amount of
to be          be             Price per         Offering          Registration
Registered     Registered (1) Share (2)         Price (2)         Fee
------------------------------------------------------------------------------
Common Stock,  500,000 shares   $1.55            $775,000         $63.00
$0.001par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying 500,000
    shares by $1.55, the closing price of shares of the Common Stock on the
    OTC Bulletin Board on July 7, 2003.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
        Incorporation of Documents by Reference.

     Rascals International, Inc. is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:

     (a) Rascals International's Annual Report on Form 10-KSB for the year ended
         December 31, 2002;

     (b) Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

     (c) Rascals International's Current Report on Form 8-K dated April 29,
         2003;

     (d) the description of Rascals International's Common Stock
         contained in its Registration Statement on Form 10-SB.

     Rascals International, Inc. is also incorporating by reference all
documents hereafter filed by Rascals International pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Rascals International, has passed
upon the validity of the shares registered pursuant to this Registration
Statement.  Mr. Brantl holds no interest in the securities of Rascals
International.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

4.1  2003 Employee Stock Purchase Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
     as Exhibit 5.

Item 9.   Undertakings.

     Rascals International hereby undertakes:

     (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

     (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

     (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Rascals International pursuant to the provisions of the Delaware
General Corporation Law or otherwise, Rascals International has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Rascals International of
expenses incurred or paid by a director, officer or controlling person of
Rascals International in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Rascals International will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

REOFFER PROSPECTUS

                         RASCALS INTERNATIONAL, INC.

                       500,000 Shares of Common Stock

     The shares are being offered by persons who are control persons with
respect to Rascals International, Inc. by reason of their positions in
Rascals' management or their ownership of Rascals stock.  They purchased the
shares from Rascals pursuant to an employee stock purchase plan. .

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the market
makers for Rascals International's common stock to determine the prices for
each sale.  They expect each sale price to be near to the market price at the
time of the sale.

     Rascals International's common stock is listed for trading on the OTC
Bulletin Board under the trading symbol "RSCA.OB."

     Purchase of Rascals International common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

                       Rascals International, Inc.
                    414 Eagle Rock Avenue, Suite 308
                         West Orange, NJ 07052
                            973-243-8080

              The date of this prospectus is July 11, 2003

                           TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-3-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-3-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-4-

                           RISK FACTORS

     You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.

            I.  Risks attendant to our business plan.

     We lack sufficient capital to fully carry out our business plan.

     In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources
are sparse.  In order to expand our operations, we will need an infusion of
capital.  Management is currently seeking sources of capital to fund our
growth.  But we do not know if we will be able to obtain the necessary
capital.  If we cannot obtain additional capital, it is unlikely that our
business will ever be prosperous.

     We may be unable to satisfy our current debts.

     Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  We
are currently in default in making payments to a number of our creditors,
including secured creditors.  We are engaged in efforts to negotiate compro
mises and extensions with our major creditors.  If those negotiations are
unsuccessful, however, our business may fail.

     We may not become profitable.

     Rascals International has incurred substantial operating losses during
the past three years.  In order to achieve profitability it will be necessary
that we either expand operations to a point sufficient to cover overhead or
establish new sources of revenue.  Failing such developments, it is likely
that we will continue to sustain net losses.

     Current shareholders may suffer dilution as a result of our financing
activities.

     If we are able to sell equity in Rascals International and raise the
capital we need to grow, it is almost certain that the sale will occur at a
price which is less than the market price for our common stock when the sale
occurs.  In addition, the issuance of common stock to settle debts or to
attract management is also likely to occur at below-market prices.  Such sales
and issuances may, therefore, have the effect of reducing the market price for
our common stock.  In addition, other terms may be negotiated with investors
which could have the effect of diluting the interest of current shareholders
in the equity of Rascals International.

     Our business development would be hindered if we lost the services of
our President.

     Eduardo Rodriguez is the President of Rascals International.  Mr.
Rodriguez is the only executive employed on a full-time basis by Rascals
International.  Mr. Rodriguez is responsible for strategizing not only our
business plan but also the means of financing it.  If Mr. Rodriguez were to
leave Rascals International or become unable to fulfill his responsibilities,
our business would be imperiled.  At the very least, there would be a delay in
the development of Rascals International until a suitable replacement for Mr.
Rodriguez could be retained.

     Related party transactions may occur on terms that are not favorable to
Rascals International.

     Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control over 54% of the
outstanding common stock of Rascals International.  For the foreseeable
future, therefore, they will control the operations of Rascals International.
They are also the Managers of the limited liability companies that are the
senior secured creditors of Rascals and that own one of the properties where
Rascals' New Jersey clubs operate.  It is possible that they will engage in
other transactions with Rascals International.  It is unlikely that they will
obtain independent confirmation that the terms of such related party transac
tions are fair.  If the terms are unfair to Rascals International, the
transactions could harm our operating results.

     Liability from lawsuits based on "dram shop" laws could exceed our
insurance coverage.

     In most states where Rascals International locates clubs, there will be
liquor liability ("dram shop") laws.  These laws vary from state to state.  In
general, dram shop laws  impose liability on the proprietor of an establish
ment for damage caused by a customer of the establishment, if the service of
alcoholic beverages by the establishment to that customer was a cause of the
damage and the establishment service was negligent or otherwise culpable.
Since we will serve alcoholic beverages in all of our clubs, we will be
subject to the risk that lawsuits arising under dram shop laws could produce
judgments that exceed our insurance coverage and imperil our capital.

            II.  Risks attendant to the market for our common stock.

     The volatility of the market for Rascals International common stock may
prevent a shareholder from obtaining a fair price for his shares.

     Rascals International at the present time has fewer than 900 sharehold
ers and only a small number of market makers.  As a result, the market price
for our common stock is volatile, at times moving over 100% in one day.
Unless and until the market for our common stock grows and stabilizes, the
common shares you purchase will remain illiquid.  A shareholder in Rascals
International who wants to sell his shares, therefore, runs the risk that at
the time he wants to sell, the market price may be much less than the price he
would consider to be fair.

     Rascals International will be quoted on the OTC Bulletin Board for the
immediate future.

     Rascals International does not meet the eligibility requirements for
listing on the NASDAQ Stock Market.  Those requirements include 300 round lot
shareholders, a net asset value of $4 million, a $4.00 bid price, and
1,000,000 publicly-held shares with a market capitalization of at least $5
million.  Until we meet those standards and are accepted into the NASDAQ Stock
Market, the Rascals International common stock will be quoted only on the OTC
Bulletin Board.  Such a listing is considered less prestigious than a NASDAQ
Stock Market or an exchange listing, and many brokerage firms will not
recommend Bulletin Board stocks to their clients.  This situation may limit
the liquidity of your shares.

                          SELLING SHAREHOLDERS

     The table below contains information regarding the individuals who are
using this prospectus to offer common shares.

                           Shares        Number    Shares    Percentage of
                           Owned         of        Owned     Class Held
Selling                    Before        Shares    After     After
Shareholder  Position      Offering (1)  Offered   Offering  Offering
-----------------------------------------------------------------------------

                        OTHER AVAILABLE INFORMATION

     Rascals International Int'l, Inc.is incorporating into this
prospectus by reference the following documents previously filed with the
Securities and Exchange Commission:

     (a) Rascals International's Annual Report on Form 10-KSB for the
         year ended December 31, 2002;

     (b) Rascals International's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2003;

     (c) Rascals International's Current Report on Form 8-K dated April 29,
         2003;

     (d) the description of Rascals International's Common Stock contained
         in its Registration Statement on Form 10-SB.

     Rascals International is also incorporating into this prospectus by
reference all documents hereafter filed by Rascals International pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
until the termination of this offering.

     Upon written or oral request, Rascals International will provide to
each person, including any beneficial owner, to whom this prospectus is
delivered a copy of any and all information that has been incorporated into
this prospectus by reference.  We will provide the information at no cost to
the person who requests it. Any such request should be made to Eduardo
Rodriguez, President, Rascals International, Inc., 414 Eagle Rock Avenue,
Suite 308, West Orange, NJ 07052, telephone: 973-243-8080.

     Rascals International files with the Securities and Exchange
Commission annual, quarterly and current reports, proxy statements and other
information, which may assist you in understanding our company.   In addition,
we have filed a registration statement on Form S-8, including exhibits, with
respect to the shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call
the Commission at 1-800-SEC-0330 for further information on the operation of
the Public Reference Room. Our Commission filings, including the registration
statement, are also available to you on the Commission's Web site at
http://WWW.SEC.GOV.

                           INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Rascals International provide that the corporation
shall indemnify its directors and officers to the maximum extent provided by
the Delaware General Corporation Law.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Rascals
International,  Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Orange and the State of New
Jersey on the 11th day of July, 2003.

                             RASCALS INTERNATIONAL, INC.

                             By:/s/Eduardo Rodriguez
                             -----------------------
                             Eduardo Rodriguez
                             Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on July 11, 2003.

     Name                       Title

/s/Eduardo Rodriguez            President (Chief Executive Officer, Chief
---------------------           Financial Officer, Chief Accounting Officer),
Eduardo Rodgriguez              Director

                                Director
---------------------
Gary Marks

/s/Michael Margolies            Director
--------------------
Michael Margolies

                            INDEX TO EXHIBITS

4.1  2003 Employee Stock Purchase Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.

                    *       *       *       *       *

                                                        EXHIBIT 4.1

                        RASCALS INTERNATIONAL, INC.
                    2003 EMPLOYEE STOCK PURCHASE PLAN

    1.  Purpose and Term of Plan.

        1.1  Purpose.  The purpose of the Rascals International, Inc. 2003
Employee Stock Purchase Plan (the "Plan") is to provide Eligible Employees of
the Participating Company Group with an opportunity to acquire a proprietary
interest in the Company through the purchase of Stock. The Company intends
that the Plan qualify as an "employee stock purchase plan" under Section 423
of the Code (including any amendments or replacements of such section), and
the Plan shall be so construed.

        1.2  Term of Plan.  The Plan shall continue in effect until the
earlier of its termination by the Board or the date on which all of the
shares of Stock available for issuance under the Plan have been issued.

    2.  Definitions.   Whenever used herein, the following terms shall have
their respective meanings set forth below:

    (a) "Board" means the Board of Directors of the Company. If one or more
Committees have been appointed by the Board to administer the Plan, "Board"
also means such Committee(s).

    (b) "Code" means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder.

    (c) "Committee" means a committee of the Board duly appointed to
administer the Plan and having such powers as shall be specified by the Board.
Unless the powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted herein, including,
without limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations imposed by
law.

    (d) "Company" means Rascals International, Inc., a Delaware corporation,
or any successor corporation thereto.

    (e) "Compensation" means, with respect to any Purchase Period, base wages
or salary, overtime, bonuses and commissions.   Compensation shall be limited
to amounts actually payable in cash during the Purchase Period, including
amounts accrued but not paid prior to the Purchase Period.

    (f) "Eligible Employee" means an Employee who meets the requirements set
forth in Section 5 for eligibility to participate in the Plan.

    (g) "Employee" means a person treated as an employee of a Participating
Company for purposes of Section 423 of the Code. A Eligible Employee shall be
deemed to have ceased to be an Employee either upon an actual termination of
employment or upon the corporation employing the Eligible Employee ceasing to
be a Participating Company. For purposes of the Plan, an individual
shall not be deemed to have ceased to be an Employee while such
individual is on a bona fide leave of absence approved by the Company
of ninety (90) days or less. In the event an individual's leave of absence
exceeds ninety (90) days, the individual shall be deemed to have ceased to be
an Employee on the ninety-first (91st) day of such leave unless the
individual's right to reemployment with the Participating Company Group is
guaranteed either by statute or by contract. The Company shall determine in
good faith and in the exercise of its discretion whether an individual has
become or has ceased to be an Employee and the effective date of such
individual's employment or termination of employment, as the case may be.
All such determinations by the Company shall be, for purposes of an
individual's participation in or other rights under the Plan as
of the time of the Company's determination, final, binding and
conclusive, notwithstanding that the Company or any governmental
agency subsequently makes a contrary determination.

    (h) "Fair Market Value" means, as of any date, if there is then a public
market for the Stock, the closing sale price of a share of Stock (or the mean
of the closing bid and asked prices if the Stock is so quoted instead) as
quoted on the OTC Bulletin Board or such other national or regional securities
exchange or market system constituting the primary market for the Stock. If
the relevant date does not fall on a day on which the Stock has traded on
such securities exchange or market system, the date on which the Fair Market
Value shall be established shall be the last day on which the Stock was so
traded prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its sole discretion. If there is then
no public market for the Stock, the Fair Market Value on any relevant date
shall be as determined by the Board without regard to any restriction other
than a restriction which, by its terms, will never lapse.

    (i) "Parent Corporation" means any present or future "parent corporation"
of the Company, as defined in Section 424(e) of the Code.

    (j) "Participating Company" means the Company and each Parent Corporation
and Subsidiary Corporation, unless excluded by the Board.  The Board shall
have the sole and absolute discretion to determine from time to time that a
Parent Corporation or Subsidiary Corporation shall not be a Participating
Company.

    (k) "Participating Company Group" means, at any point in time, the Company
and all other corporations collectively which are then Participating Companies.

    (l) "Purchase Date" means the date specified as such in the Eligible
Employee's Subscription Agreement, which shall be either the date of
submission of the Subscription Agreement to the Company or the last date in
the Purchase Period.

    (m) "Purchase Period" means a period consisting of two (2) calendar weeks,
each commencing on a Sunday and ending on a Saturday, or such other duration
as the Board shall determine.  The Board will designate the commencement of
each Purchase Period; provided that there shall be no overlap of Purchase
Periods.

    (n) "Purchase Price" means the price at which a share of Stock may be
purchased under the Plan, as determined in accordance with Section 7.

    (o) "Purchase Right" means an option granted to a Eligible Employee
pursuant to the Plan, which permits the Employee to allocate a percentage of
the Employee's Compensation to the purchase of Stock as provided in Section
6, which the Eligible Employee may or may not exercise during the Purchase
Period in which such option is outstanding.

    (p) "Stock" means the common stock of the Company, as adjusted from time
to time in accordance with Section 4.2.

    (q) "Subscription Agreement" means a written agreement in the form
annexed hereto or as otherwise specified by the Company, stating an Eligible
Employee's election to participate in the Plan and authorizing a payroll
deduction under the Plan from the Employee's Compensation.

    (r)  "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code.

    3.  Administration.

        3.1  Administration by the Board.  The Plan shall be administered by
the Board, including any duly appointed Committee of the Board. All questions
of interpretation of the Plan, of any form of agreement or other document
employed by the Company in the administration of the Plan, or of any Purchase
Right shall be determined by the Board and shall be final and binding upon
all persons having an interest in the Plan or the Purchase Right.  Subject to
the provisions of the Plan, the Board shall determine all of the relevant
terms and conditions of Purchase Rights granted pursuant to the Plan; provided,
however, that all Eligible Employees granted Purchase Rights pursuant to the
Plan shall have the same rights and privileges within the meaning of
Section 423(b)(5) of the Code.

        3.2   Policies and Procedures Established by the Company.  The
Company may, from time to time, consistent with the Plan and the requirements
of Section 423 of the Code, establish, change or terminate such rules,
guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its sole discretion, for the proper
administration of the Plan, including, without limitation, (a) a minimum
payroll deduction amount required for participation in an Offering, (b) a
payroll deduction greater than or less than the amount designated by a
Eligible Employee in order to adjust for the Company's delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Eligible
Employee's election under the Plan or as advisable to comply with the
requirements of Section 423 of the Code, and (c) determination of the date
and manner by which the Fair Market Value of a share of Stock is determined
for purposes of administration of the Plan.

    4.  Shares Subject to Plan.

        4.1  Maximum Number of Shares Issuable.  Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be five hundred thousand (500,000) and
shall consist of authorized but unissued or reacquired shares of Stock, or
any combination thereof.

        4.2  Adjustments for Changes in Capital Structure.  In the event of
any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of
the Company, or in the event of any merger (including a merger effected for
the purpose of changing the Company's domicile), sale of assets or other
reorganization in which the Company is a party, appropriate adjustments shall
be made in the number and class of shares subject to the Plan and each
Purchase Right and in the Purchase Price.

    5.  Employees Eligible to Participate.  Each Employee of a
Participating Company who is designated as either a Manager or an Executive
Officer (or whom the Board determines to perform responsibilities equivalent
to a Manager or Officer) is eligible to participate in the Plan and shall be
deemed an Eligible Employee, except the following:

    (a) Any Employee who is customarily employed by the Participating Company
Group for less than twenty (20) hours per week; or

    (b) Any Employee who is customarily employed by the Participating Company
Group for not more than five (5) months in any calendar year.

    6.  Right to Purchase Shares.

        6.1 Grant and Exercise of Purchase Right.  On the first day of each
Purchase Period, each Eligible Employee shall be granted automatically a
Purchase Right consisting of an option to purchase Stock by deducting from
his Compensation up to forty percent (40%) of the pre-tax Compensation. An
Eligible Employee may exercise the Purchase Right by delivering a properly
completed Subscription Agreement to the office designated by the Company not
later than the close of business on the last day of the Purchase Period.

        6.2  Pro Rata Allocation of Shares.  In the event that the number of
shares of Stock which might be purchased by all Eligible Employees in the
Plan on a Purchase Date exceeds the number of shares of Stock available in
the Plan as provided in Section 4.1, the Company shall make a pro rata
allocation of the remaining shares in as uniform a manner as shall be
practicable and as the Company shall determine to be equitable. Any
fractional share resulting from such pro rata allocation to any
Eligible Employee shall be disregarded.

        6.3  Delivery of Certificates.  As soon as practicable
after each Purchase Date, the Company shall arrange the delivery to each
Eligible Employee, as appropriate, of a certificate representing the shares
acquired by the Eligible Employee on such Purchase Date; provided that the
Company may deliver such shares to a broker that holds such shares in street
name for the benefit of the Eligible Employee. Shares to be delivered to a
Eligible Employee under the Plan shall be registered in the name of the
Eligible Employee, or, if requested by the Eligible Employee, in the name of
the Eligible Employee and his or her spouse.

    7.  Purchase Price.  The Purchase Price at which each share of Stock may
be acquired upon the exercise of all or any portion of a Purchase Right shall
be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a
share of Stock on the first date of the Purchase Period, or (b) the Fair
Market Value of a share of Stock on the Purchase Date.

    8.  Payment of Purchase Price.

        8.1  Payroll Deduction.  Shares of Stock acquired pursuant to the
exercise of all or any portion of a Purchase Right may be paid for only by
means of payroll deductions from the Eligible Employee's Compensation
accumulated during the Purchase Period for which such Purchase Right was
granted.  The Subscription Agreement shall set forth the amount of the
Eligible Employee's Compensation to be deducted.  The payroll deduction
will occur on the first payday following the Purchase Date.

        8.2  Tax Withholding.  At the time a Eligible Employee's
Purchase Right is exercised, in whole or in part, the Eligible Employee
shall make adequate provision for the foreign, federal, state and local tax
withholding obligations of the Participating Company Group, if any, which
arise upon exercise of the Purchase Right, respectively. The Participating
Company Group may, but shall not be obligated to, withhold from the Eligible
Employee's compensation the amount necessary to meet such withholding
obligations.

    9.  Eligible Employee Accounts.  Individual bookkeeping accounts shall be
maintained for each Eligible Employee. All payroll deductions from a Eligible
Employee's Compensation shall be credited to such Eligible Employee's Plan
account and shall be deposited with the general funds of the Company. All
payroll deductions received or held by the Company may be used by the
Company for any corporate purpose.

    10.  Nontransferability of Purchase Rights.  A Purchase Right
may not be transferred in any manner otherwise than by will or the laws of
descent and distribution and shall be exercisable during the lifetime of the
Eligible Employee only by the Eligible Employee.

    11.  Restriction on Issuance of Shares.  The issuance of shares under the
Plan shall be subject to compliance with all applicable requirements of
foreign, federal or state law with respect to such securities. A Purchase
Right may not be exercised if the issuance of shares upon such exercise
would constitute a violation of any applicable foreign, federal or state
securities laws or other law or regulations or the requirements of any
securities exchange or market system upon which the Stock may
then be listed. In addition, no Purchase Right may be exercised unless
(a) a registration statement under the Securities Act of 1933, as amended,
shall at the time of exercise of the Purchase Right be in effect with respect
to the shares issuable upon exercise of the Purchase Right, or (b) in the
opinion of legal counsel to the Company, the shares issuable upon exercise
of the Purchase Right may be issued in accordance with the terms of an
applicable exemption from the registration requirements of said
Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company's legal counsel to
be necessary to the lawful issuance and sale of any shares under the Plan
shall relieve the Company of any liability in respect of the failure to issue
or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of a Purchase Right, the
Company may require the Eligible Employee to satisfy any qualifications that
may be necessary or appropriate, to evidence compliance with any applicable
law or regulation, and to make any representation or warranty with respect
thereto as may be requested by the Company.

    12.  Rights as a Stockholder and Employee.  A Eligible Employee shall
have no rights as a stockholder by virtue of the Eligible Employee's
participation in the Plan until the date of the issuance of a certificate
for the shares purchased pursuant to the exercise of the Eligible Employee's
Purchase Right (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the
record date is prior to the date such certificate is issued, except as
provided in Section 4.2. Nothing herein shall confer upon a Eligible Employee
any right to continue in the employ of the Participating Company Group or
interfere in any way with any right of the Participating Company Group to
terminate the Eligible Employee's employment at any time.

    13.  Notices.  All notices or other communications by a Eligible Employee
to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

    14.  Amendment or Termination of the Plan.  The Board may at any time
amend or terminate the Plan, except that (a) such termination shall not
affect Purchase Rights previously granted under the Plan, except as permitted
under the Plan, and (b) no amendment may adversely affect a Purchase Right
previously granted under the Plan (except to the extent permitted by the
Plan or as may be necessary to qualify the Plan as an employee stock purchase
plan pursuant to Section 423 of the Code or to obtain qualification or
registration of the shares of Stock under applicable foreign, federal or
state securities laws).

    IN WITNESS WHEREOF, the undersigned Secretary of the Company
certifies that the foregoing Rascals International, Inc. 2003
Employee Stock Purchase Plan, as amended, was duly adopted by the
Board of Directors of the Company on July 8, 2003.

                              Michael Margolies, Secretary

                   *       *       *       *       *

                       RASCALS INTERNATIONAL, INC.
                   2003 EMPLOYEE STOCK PURCHASE PLAN
                        SUBSCRIPTION AGREEMENT

    I hereby elect to participate in the 2003 Employee Stock Purchase
Plan (the "Plan") of Rascals International, Inc. (the "Company")
and subscribe to purchase shares of the Company's common stock as
determined in accordance with this Subscription Agreement and the
Plan.

     I hereby authorize a payroll deduction in the amount of
$______________________ from my "Compensation" (as defined in the
Plan) on the payday that next follows the date of this
Subscription Agreement. I understand that this payroll deduction
will be applied to the purchase of shares of the Company's common
stock at the applicable Purchase Price determined in accordance
with the Plan.  For purposes of determining the Purchase Price,
the "Purchase Date" for this subscription shall be (check one):

     ___ the date on which I submit this Subscription Agreement
to the Company;

     ___ the last date in the current Purchase Period.
Shares I purchase under the Plan should be issued in the name(s)
set forth below. (Shares may be issued either in the Eligible
Employee's name alone or together with the Eligible Employee's
spouse as community property or in joint tenancy.)

    NAME:
    ADDRESS:

    MY SOCIAL SECURITY NUMBER:

    I agree to make adequate provision for the foreign, federal,
state and local tax withholding obligations, if any, which may
arise upon my purchase of shares under the Plan and/or
disposition of shares I acquired under the Plan. The Company may,
but will not be obligated to, withhold from my compensation the
amount necessary to meet such withholding obligations.
I am familiar with the provisions of the Plan and agree to
participate in the Plan subject to all of its provisions. I
understand that the Board of Directors of the Company reserves
the right to terminate the Plan or to amend the Plan and my right
to purchase stock under the Plan to the extent provided by the
Plan. I understand that the effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the
Plan.

Date:

                                   Sign:___________________________
                                   Print:________________________

                       *       *       *       *       *

                                                               EXHIBIT 5

                             ROBERT BRANTL, ESQ.
                             322 Fourth Street
                             Brooklyn, NY 11215
                               718-768-6045

July 11, 2003

Rascals International, Inc.
414 Eagle Rock Avenue
Suite 308
West Orange, NJ 07052

Gentlemen:

With reference to the Registration Statement on Form S-8 which Rascals
International, Inc. proposes to file with the Securities and Exchange
Commission registering 500,000 common shares which may be offered and sold by
Rascals International, Inc. under the 2003 Employee Stock Purchase Plan (the
"Shares"), I am of the opinion that all proper corporate proceedings
have been taken so that the Shares, upon sale and payment therefor in
accordance with the Plan, will be legally issued, fully paid, and
nonassessable.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement referred
to above.

                                        Yours,

                                        /s/Robert Brantl
                                        ------------------
                                        Robert Brantl

                *       *       *       *       *
                                                          EXHIBIT 23.1

            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated April 10, 2003 with respect to the financial statements of
Rascals International, Inc. and Subsidiaries for the years ended December
31, 2002 and 2001.

                                  /s/Rosenberg Rich Baker Berman & Company
                                  ----------------------------------------
                                  Rosenberg Rich Baker Berman & Company
                                  Certified Public Accountants

Bridgewater, New Jersey
July 11, 2003