================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                        MARX TOYS AND ENTERTAINMENT CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Nevada                            06-1469654
                ------                            ----------
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

                              101 South 15th Street
                               Sebring, Ohio 44672
                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-25037

                         Various Compensation Agreement
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Robert Bamberry, President
                              101 South 15th Street
                               Sebring, Ohio 44672
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (330) 938-1749
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  -------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
                                            Proposed            Proposed
Title of                   Amount           Maximum             Maximum                 Amount of
Securities to              to be            Offering Price      Aggregate               Registration
Be Registered              Registered       Per Share (1)       Offering Price (1)      Fee
----------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                 <C>                     <C>
Common Stock,              2,500,000        $0.36               $90,000                 $11.40
par value $.0001
per share
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on June 9, 2004.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION
         ----------------

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
         ------------------------------------------------

Registrant  will  provide  without  charge  to each  person  to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon the oral or  written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Robert  Bamberry,  President,  101 South 15th Street  Sebring,  Ohio 44672 (330)
938-1749.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         -----------------------------------------------

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. Marx Toys and  Entertainment  Corp.'s Annual Report on Form 10-K for
the year ended December 31, 2003;

         2. Marx Toys and Entertainment  Corp.'s Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since February 22, 2002.

         All documents  filed by Tilden  Associates,  Inc.,  pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  1934  Act  subsequent  to the date of this
prospectus and prior to the termination of this offering,  shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference shall be modified or superseded by any  information  contained in this
prospectus  or in any other  document  filed  later with the  Commission,  which
modifies or supersedes such  information.  Any  information  that is modified or
superseded shall become a part of this prospectus as the information has been so
modified or superseded.

We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been   incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference into such documents).  Please direct such requests to Robert Bamberry,
President, 101 South 15th Street Sebring, Ohio 44672 (330) 938-1749.



                                       1
<PAGE>

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

            Nevada law provides  that a director or an officer of a  corporation
will not be personally  liable to the  corporation or its  stockholders  for any
damages as a result of any act or failure to act in his  capacity  as a director
or officer unless it is proven that (i) his act or failure to act  constituted a
breach of his fiduciary duties as a director or officer,  and (ii) his breach of
those duties involved  intentional  misconduct,  fraud or a knowing violation of
law. This  limitation of liability does not apply to  liabilities  arising under
federal  securities  laws and does not  affect  the  availability  of  equitable
remedies such as injunctive relief or rescission.

            Nevada law provides that a  corporation  may indemnify its directors
and officers,  as well as other employees and  individuals,  against  attorneys'
fees and  other  expenses,  judgments,  fines  and  amounts  paid in  settlement
actually  and  reasonably  incurred  by  such  person  in  connection  with  any
threatened,  pending or completed  actions,  suits or  proceedings in which such
person was or is a party or is  threatened  to be made a party by reason of such
person  being or  having  been a  director,  officer,  employee  or agent of the
corporation,  provided  such person acted in good faith and in a manner which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation. However, indemnification is not available to such person if (i) his
act or failure to act constituted a breach of his fiduciary duties as a director
or officer, and (ii) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.



                                       2
<PAGE>

         The  Nevada  General   Corporation  Law  provides  that  the  foregoing
provisions   are  not   exclusive  of  other  rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

         The Company's  bylaws provide that the Company is required to indemnify
each  director,  officer and  employee  against all  expenses  and  liabilities,
including counsel fees, reasonably incurred by or imposed upon him in connection
with any  proceeding to which he may be made a party,  or in which he may become
involved,  by reason of being or having  been a director,  officer,  employee or
agent of the  Company or is or was  serving at the  request of the  Company as a
director,  officer,  employee or agent of another entity, whether or not he is a
director,  officer,  employee or agent at the time such  expenses are  incurred,
unless he is  adjudged  guilty of  willful  misfeasance  or  malfeasance  in the
performance  of his  duties.  In the event of a  settlement,  the  Company  will
indemnify  him only when the Board of Directors  approves  such  settlement  and
reimbursement as being for the best interests of the Company.

         The  Company's  bylaws also permit the Company to obtain  insurance  on
behalf of any  director or officer for any  liability  arising out of his or her
actions in a representative capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable

ITEM 8.  EXHIBITS.
         --------

3.1      Articles of Incorporation of the Company, as amended (1)

3.2      By-laws of the Company, as amended (1)

4.1      Letter Agreement with Excel Associates, Inc. (2)

5.1      Opinion of Michael S. Krome, Esq. (2)

23.1     Consent of Kempisty & Company, CPA's, Independent Auditor (2)
         Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

         (1)      Incorporated by reference from the Company's Amended Report on
                  Form 10-KSB,  filed with the  Commission on February 22, 2002,
                  and  as  amended   thereafter,   and  incorporated  herein  by
                  reference.

         (2)      Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned, the Company, hereby undertakes:

         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;



                                       3
<PAGE>

              (iii) 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.

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, 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.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  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 the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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,  the Company  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  Securities  Act and will be  governed by the final
adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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,  hereunto  duly
authorized, in Garden City, State of New York on July 2, 2003.

                                        Marx Toys and Entertainment Corp.

                                        By: /s/ Robert Bamberry
                                            ------------------------------
                                            Robert Bamberry



                                       4
<PAGE>

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Robert Bamberry,  his  attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                       Title                              Date
----------                      -----                              ----
(1) Principal Executives

/s/ Robert Bamberry             President, CEO, CFO                June 9, 2004
--------------------------
    Robert Bamberry

(2) Directors

/s/ Robert Bamberry             Chairman of the Board              June 9, 2004
--------------------------      of Directors
    Robert Bamberry

/s/ Jay Horowitz                Director                           June 9, 2004
--------------------------
    Jay Horowitz

/s/ Eric Ryan                   Director                           June 9, 2004
--------------------------
    Eric Ryan



                                       5
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
3.1      Articles of Incorporation of the Company, as amended (1)

3.2      By-laws of the Company, as amended (1)

4.1      Letter Agreement with Excel Associates, Inc. (2)

5.2      Opinion of Michael S. Krome, Esq. (2)

23.1     Consent of Kempisty & Company, CPA's, Independent Auditor (2)

23.2     Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

         (1)      Incorporated by reference from the Company's Amended Report on
                  Form  10-SB,  as amended,  filed on  November 6, 1998,  and as
                  amended thereafter, and incorporated herein by reference.

         (2)      Filed Herewith



                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 18363}]
{"company-data": {"conformed-name": "MARX TOYS & ENTERTAINMENT CORP", "cik": "0000881590", "assigned-sic": "5731", "irs-number": "061469654", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116557", "film-number": "04867522"}, "business-address": {"street1": "101 SOUTH 15TH STREET", "city": "SEBRING", "state": "OH", "zip": "44672", "phone": "330-938-1749"}, "mail-address": {"street1": "101 SOUTH 15TH STREET", "city": "SEBRING", "state": "OH", "zip": "44672"}, "former-company": [{"former-conformed-name": "STEREOSCAPE COM INC", "date-changed": "19990219"}, {"former-conformed-name": "ALLIANCE TECHNOLOGIES INC", "date-changed": "19981105"}]}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933

                        MARX TOYS AND ENTERTAINMENT CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Nevada                            06-1469654
                ------                            ----------
 (State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

                              101 South 15th Street
                               Sebring, Ohio 44672
                       -----------------------------------
               (Address of Principal Executive Office) (Zip Code)

                         Commission File No.: 000-25037

                         Various Compensation Agreement
--------------------------------------------------------------------------------
                            (Full title of the plan)

                           Robert Bamberry, President
                              101 South 15th Street
                               Sebring, Ohio 44672
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (330) 938-1749
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                  -------------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                            Proposed            Proposed
Title of                   Amount           Maximum             Maximum                 Amount of
Securities to              to be            Offering Price      Aggregate               Registration
Be Registered              Registered       Per Share (1)       Offering Price (1)      Fee
----------------------------------------------------------------------------------------------------
Common Stock,              2,500,000        $0.36               $90,000                 $11.40
par value $.0001
per share
----------------------------------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on June 9, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION
         ----------------

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2.  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
         ------------------------------------------------

Registrant  will  provide  without  charge  to each  person  to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon the oral or  written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Robert  Bamberry,  President,  101 South 15th Street  Sebring,  Ohio 44672 (330)
938-1749.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
         -----------------------------------------------

         The following  documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

         1. Marx Toys and  Entertainment  Corp.'s Annual Report on Form 10-K for
the year ended December 31, 2003;

         2. Marx Toys and Entertainment  Corp.'s Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2003; and

         3. All reports filed by  Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since February 22, 2002.

         All documents  filed by Tilden  Associates,  Inc.,  pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  1934  Act  subsequent  to the date of this
prospectus and prior to the termination of this offering,  shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference shall be modified or superseded by any  information  contained in this
prospectus  or in any other  document  filed  later with the  Commission,  which
modifies or supersedes such  information.  Any  information  that is modified or
superseded shall become a part of this prospectus as the information has been so
modified or superseded.

We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of such  person,  a copy of any and all of the
information  that  has  been   incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference into such documents).  Please direct such requests to Robert Bamberry,
President, 101 South 15th Street Sebring, Ohio 44672 (330) 938-1749.

                                       1
All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement  contained in any document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

            Nevada law provides  that a director or an officer of a  corporation
will not be personally  liable to the  corporation or its  stockholders  for any
damages as a result of any act or failure to act in his  capacity  as a director
or officer unless it is proven that (i) his act or failure to act  constituted a
breach of his fiduciary duties as a director or officer,  and (ii) his breach of
those duties involved  intentional  misconduct,  fraud or a knowing violation of
law. This  limitation of liability does not apply to  liabilities  arising under
federal  securities  laws and does not  affect  the  availability  of  equitable
remedies such as injunctive relief or rescission.

            Nevada law provides that a  corporation  may indemnify its directors
and officers,  as well as other employees and  individuals,  against  attorneys'
fees and  other  expenses,  judgments,  fines  and  amounts  paid in  settlement
actually  and  reasonably  incurred  by  such  person  in  connection  with  any
threatened,  pending or completed  actions,  suits or  proceedings in which such
person was or is a party or is  threatened  to be made a party by reason of such
person  being or  having  been a  director,  officer,  employee  or agent of the
corporation,  provided  such person acted in good faith and in a manner which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation. However, indemnification is not available to such person if (i) his
act or failure to act constituted a breach of his fiduciary duties as a director
or officer, and (ii) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.

                                       2
The  Nevada  General   Corporation  Law  provides  that  the  foregoing
provisions   are  not   exclusive  of  other  rights  to  which  those   seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.

         The Company's  bylaws provide that the Company is required to indemnify
each  director,  officer and  employee  against all  expenses  and  liabilities,
including counsel fees, reasonably incurred by or imposed upon him in connection
with any  proceeding to which he may be made a party,  or in which he may become
involved,  by reason of being or having  been a director,  officer,  employee or
agent of the  Company or is or was  serving at the  request of the  Company as a
director,  officer,  employee or agent of another entity, whether or not he is a
director,  officer,  employee or agent at the time such  expenses are  incurred,
unless he is  adjudged  guilty of  willful  misfeasance  or  malfeasance  in the
performance  of his  duties.  In the event of a  settlement,  the  Company  will
indemnify  him only when the Board of Directors  approves  such  settlement  and
reimbursement as being for the best interests of the Company.

         The  Company's  bylaws also permit the Company to obtain  insurance  on
behalf of any  director or officer for any  liability  arising out of his or her
actions in a representative capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

         Not applicable

ITEM 8.  EXHIBITS.
         --------

3.1      Articles of Incorporation of the Company, as amended (1)

3.2      By-laws of the Company, as amended (1)

4.1      Letter Agreement with Excel Associates, Inc. (2)

5.1      Opinion of Michael S. Krome, Esq. (2)

23.1     Consent of Kempisty & Company, CPA's, Independent Auditor (2)
         Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

         (1)      Incorporated by reference from the Company's Amended Report on
                  Form 10-KSB,  filed with the  Commission on February 22, 2002,
                  and  as  amended   thereafter,   and  incorporated  herein  by
                  reference.

         (2)      Filed herewith

ITEM 9.  UNDERTAKINGS.

         The undersigned, the Company, hereby undertakes:

         (a)(1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;

                                       3
(iii) 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.

              PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, 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.

         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  pubic  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 the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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,  the Company  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  Securities  Act and will be  governed by the final
adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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,  hereunto  duly
authorized, in Garden City, State of New York on July 2, 2003.

                                        Marx Toys and Entertainment Corp.

                                        By: /s/ Robert Bamberry
                                            ------------------------------
                                            Robert Bamberry

                                       4
KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Robert Bamberry,  his  attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                       Title                              Date
----------                      -----                              ----
(1) Principal Executives

/s/ Robert Bamberry             President, CEO, CFO                June 9, 2004
--------------------------
    Robert Bamberry

(2) Directors

/s/ Robert Bamberry             Chairman of the Board              June 9, 2004
--------------------------      of Directors
    Robert Bamberry

/s/ Jay Horowitz                Director                           June 9, 2004
--------------------------
    Jay Horowitz

/s/ Eric Ryan                   Director                           June 9, 2004
--------------------------
    Eric Ryan

                                       5
EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
3.1      Articles of Incorporation of the Company, as amended (1)

3.2      By-laws of the Company, as amended (1)

4.1      Letter Agreement with Excel Associates, Inc. (2)

5.2      Opinion of Michael S. Krome, Esq. (2)

23.1     Consent of Kempisty & Company, CPA's, Independent Auditor (2)

23.2     Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

         (1)      Incorporated by reference from the Company's Amended Report on
                  Form  10-SB,  as amended,  filed on  November 6, 1998,  and as
                  amended thereafter, and incorporated herein by reference.

         (2)      Filed Herewith

                                       6