<PAGE>



AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 29, 2001                                        REGISTRATION NO. 333-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
    ----------------------------------------------------------------------
                                  FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
    ----------------------------------------------------------------------

                         TOYMAX INTERNATIONAL, INC.
           (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                          11-3391335
         (State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
         Incorporation or Organization)                   11803
             125 EAST BETHPAGE ROAD                     (Zip Code)
              PLAINVIEW, NEW YORK
    (Address of Principal Executive Offices)

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

                          TOYMAX INTERNATIONAL, INC.
                  AMENDED AND RESTATED 1997 STOCK OPTION PLAN

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

                              SANFORD FRANK, ESQ.
                                GENERAL COUNSEL
                          TOYMAX INTERNATIONAL, INC.
                            125 EAST BETHPAGE ROAD
                           PLAINVIEW, NEW YORK 11803
                    (Name and Address of Agent for Service)

                                (516) 391-9898
         (Telephone Number, Including Area Code, of Agent for Service)

                       WITH COPIES TO: JOEL HANDEL, ESQ.
                            BAER MARKS & UPHAM LLP
                               805 THIRD AVENUE
                           NEW YORK, NEW YORK 10022
                                (212) 702-5700

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                      PROPOSED
                                      PROPOSED         MAXIMUM
     TITLE OF                         MAXIMUM         AGGREGATE     AMOUNT OF
 SECURITIES TO BE   AMOUNT TO BE   OFFERING PRICE     OFFERING     REGISTRATION
    REGISTERED      REGISTERED(1)   PER SHARE(2)      PRICE(2)         FEE
--------------------------------------------------------------------------------
COMMON STOCK, PAR
VALUE $0.01 PER       2,000,000
SHARE                  SHARES         $1.5625        $3,125,000      $781.25
================================================================================


(1)   Represents 2,000,000 shares of common stock which are reserved for
      issuance pursuant to the grant of stock options under the Toymax
      International, Inc. Amended and Restated 1997 Stock Option Plan (the
      "Plan")

      A Form S-8 Registration Statement was filed with the Securities and
      Exchange Commission on August 30, 1999, Registration No. 333-86165, in
      which 1,500,000 shares of common stock issuable under the Plan covered by
      that Registration Statement, were registered for a fee of $3,726.94.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
      on the basis of $1.5625 per share, the average of the closing bid and ask
      prices of the common stock on the Nasdaq National Market on January 23,
      2001.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

      Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Toymax International, Inc. ("we" or the "Company") Amended and Restated 1997
Stock Option Plan (the "Plan").

      This document and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon the written or oral request by a participant in the Plan listed in
Item 1 of this Part I, the Company will provide any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference into this Section 10(a)
prospectus), any documents required to be delivered to participants pursuant to
Rule 428(b) and other additional information about such plans. All of such
documents and information will be available without charge. Any and all such
requests should be directed to the Company at 125 E. Bethpage Road, Plainview,
New York 11803, telephone number (516) 391-9898, attention Sanford Frank, Esq.,
General Counsel.



<PAGE>



                                EXPLANATORY NOTE

      This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act of 1933, as
amended. The Form S-8 portion of this Registration Statement will be used for
offers of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company, pursuant to the employee benefit plan listed in Item 1
of Part I to this Registration Statement. In accordance with the Note to Part I
of Form S-8, the information specified by Part I for Form S-8 has been omitted
from this Registration Statement. The Reoffer Prospectus filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and will be used for reofferings or resales of shares of
Common Stock of the Company which are deemed to be control securities, which
have been acquired or will be acquired by control persons, pursuant to the
employee benefit plan.



<PAGE>


                               REOFFER PROSPECTUS

                           TOYMAX INTERNATIONAL, INC.

                   2,000,000 SHARES OF COMMON STOCK UNDER THE
     TOYMAX INTERNATIONAL, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN


      The shares of common stock, par value $0.01 per share (the "Common
Stock"), of Toymax International, Inc. (the "Company" or "we") covered by this
Reoffer Prospectus may be offered and sold to the public by our stockholders
(the "Selling Stockholders"), some of whom may be deemed to be our "affiliates"
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the "Securities Act"). The Selling
Stockholders may sell a maximum of 2,000,000 shares of Common Stock (the
"Shares"). The Selling Stockholders acquired or will acquire the Shares through
their exercise of stock options granted to them under our Amended and Restated
1997 Stock Option Plan (the "Plan").

      All or a portion of the Shares may be offered for sale, from time to time,
on the Nasdaq National Market or otherwise, at prices and terms then obtainable,
subject to certain limitations. However, any Shares covered by this Reoffer
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 instead of pursuant to this Reoffer Prospectus. See
"Plan of Distribution."

      We will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders, but will receive funds from the sale of the Shares of
Common Stock to the Selling Stockholders upon the exercise of stock options for
such Shares, which funds will be used by us for working capital. All expenses of
registration incurred in connection with this offering are being borne by us,
but all brokerage commissions, discounts and other expenses incurred by
individual Selling Stockholders will be borne by such Selling Stockholders.

      The Common Stock is listed on the Nasdaq National Market under the symbol
"TMAX". The high and closing price of our Common Stock on the Nasdaq National
Market on January 23, 2001 was U.S. $1.5625.

      SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR INFORMATION THAT SHOULD BE
CAREFULLY CONSIDERED BY PROSPECTIVE INVESTORS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

            The date of this Reoffer Prospectus is January 29, 2001.



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
AVAILABLE INFORMATION........................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 3
PROSPECTUS SUMMARY........................................................... 4
RISK FACTORS................................................................. 7
FORWARD-LOOKING STATEMENTS...................................................13
USE OF PROCEEDS..............................................................14
SELLING STOCKHOLDERS.........................................................15
PLAN OF DISTRIBUTION.........................................................17
LEGAL MATTERS................................................................18
EXPERTS......................................................................18

                              AVAILABLE INFORMATION

      We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith are
required to file periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
Room 1024, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can also be obtained by mail from the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-(800) SEC-0330. The Commission
also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov. See
"Incorporation of Certain Documents by Reference."

      We have filed with the Commission a Registration Statement on Form S-8
under the Securities Act with respect to the shares of Common Stock offered by
this Reoffer Prospectus. This Reoffer Prospectus does not contain all the
information set forth in or annexed as exhibits to the Registration Statement.
For further information with respect to our Company and the Shares of Common
Stock offered by this Reoffer Prospectus, reference is made to the Registration
Statement and to the financial statements, schedules and exhibits filed as part
thereof or incorporated by reference herein. Copies of the Registration
Statement, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the Commission at the
addresses listed above, upon payment of the charges prescribed therefor by the
Commission. Statements contained in this Reoffer Prospectus as to the contents
of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other
documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the


                                       2
<PAGE>

extent that they are exhibits to this Registration Statement, may be obtained
from the public reference facilities of the Commission, upon the payment of the
charges prescribed therefor by the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      In addition to the documents incorporated herein by reference from the
Registration Statement on Form S-8 (File No. 333-86165), as previously filed
with the Commission, we hereby incorporate by reference into this Reoffer
Prospectus the following documents which we have previously filed with the
Commission pursuant to the Exchange Act, except as superseded or modified
herein:

      1.    Our Annual Report on Form 10-K for the fiscal year ended March 31,
            2000, filed with the Commission on June 29, 2000.

      2.    Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            2000, filed with the Commission on August 14, 2000.

      3.    Our Quarterly Report or Form 10-Q for the quarter ended September
            30, 2000, filed with the Commission on November 14, 2000.

      4.    Our Current Report on Form 8-K filed with the Commission on January
            11, 2001.

      5.    Our definitive and revised Proxy Statement dated July 27, 2000
            relating to its annual and special meeting of stockholders held on
            August 16, 2000.

      In addition, all documents we file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Reoffer Prospectus and
prior to the termination of the offering of the Shares of Common Stock shall be
deemed to be incorporated in and made a part of this Reoffer Prospectus by
reference from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Reoffer Prospectus
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Reoffer Prospectus.

      We will provide, without charge, to each person to whom this Reoffer
Prospectus is delivered, on written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to Toymax International, Inc., at 125 E. Bethpage Road,
Plainview, New York 11803, telephone number (516) 391-9898, attention Sanford
Frank, Esq., General Counsel.


                                       3
<PAGE>

                               PROSPECTUS SUMMARY

      THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS REOFFER
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR COMMON STOCK. CERTAIN
STATEMENTS MADE IN THIS REOFFER PROSPECTUS CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SEE
"FORWARD-LOOKING STATEMENTS."

      Unless the context otherwise requires, all references to "dollars" refers
to U.S. dollars.

                                   OUR COMPANY

OUR BUSINESS

      We are a consumer leisure products company that creates, designs and
markets innovative and technologically advanced toys as well as other leisure
products, which are sold in the U.S. and throughout the world. Our products
promote fun and creative play, and are available under several brands:
Toymax(Registered) toys, such as R.A.D.(Trademark) Robot, Mighty
Mo's(Trademark) vehicles, the award-winning Laser Challenge(Trademark) brand,
Starter Up(Trademark) pre-school vehicles, and a line of licensed educational
hand-held electronics under the Jumpstart(Trademark) and Humongous brands;
Funnoodle(Registered) pool and water toys and accessories; Go Fly a
Kite(Registered) kites, banners and WindWheels(Trademark); Candy
Planet(Trademark) candy products; Monogram International gift, novelty and
souvenir products; and Yaboom! entertainment based toys and electronics.
Management believes that the major strengths of our Company include its
ability to develop and design new toys, such as Starter Up Steve(Trademark);
to identify and satisfy niche opportunities with brands such as Mighty Mo's;
to extend existing core brands such as Laser Challenge and to identify
acquisitions, such as Monogram International, Inc. ("Monogram"), Go Fly A
Kite, Inc. ("GFK"), the Funnoodle product line ("Funoodle") and the Yaboom
joint venture, that further its plan to diversify into other leisure product
categories.

      Beginning in 1998, we began to take a number of important steps designed
to better position us for future growth through the diversification of our
product line. In December 1998, we acquired the business of Go Fly A Kite, Inc.,
a leading developer and marketer of kites, windsocks, banners, mini flags and
WindWheels(Trademark) . In February 1999, we formed a new division, Candy
Planet, which together with the licensing of the World Wrestling Federation
("WWF") brand and a Pokemon license from Nintendo of America, Inc., enabled us
to enter the expanding candy industry. In May 1999, we completed the acquisition
of Monogram International, Inc., a leading designer, manufacturer and marketer
of gift and children's leisure product lines, including items based on
well-established and evergreen licenses. Monogram has been associated with the
Walt Disney Company for over 25 years and has more recently established a
relationship with Warner Bros. Consumer Products. In October 1999, we entered
into a joint venture, Yaboom Ltd., to manufacture and distribute technologically
innovative musical key chains, interchangeable cartridge singing dolls, posters
and other electronic products based on licensing agreements with leading musical
performers such as Britney Spears, Christina Aguilera and Ricky Martin. In
November 1999, we completed the acquisition of the Funnoodle product line from
KidPower, Inc. The Funnoodle product line is a leader in the pool and backyard
water recreational products categories. In order to integrate these acquisitions
and the Candy Planet business, the Company


                                       4
<PAGE>

has established a new administrative group, Toymax Enterprises, which is
comprised of GFK, the Candy Planet unit, Monogram and Funnoodle.

      Our Company operates in two reporting segments: Toymax Brands (primarily
consisting of sales activities conducted through Toymax, Inc. ("TMI") and Toymax
(H.K.) Limited ("THK")) and Toymax Enterprises (consisting of GFK, the Candy
Planet unit, Monogram and Funnoodle).

      Sales conducted by TMI consist of sales of our promotional product lines
to primarily U.S. customers pursuant to customer purchase orders. Customers
purchasing products on this basis include Toys "R" Us, Kay-Bee Toys, Costco
Wholesale, Wal-Mart Stores, Inc., Ames Department Stores and Target Stores, Inc.
Sales conducted by THK consist of sales on a free on board ("FOB") Hong Kong
basis which are generally based on letters of credit, and include sales of
primarily lower priced basic products to U.S. and international retailers
including Toys "R" Us International, Index (U.K.), Wal-Mart (Canada) and sales
of our promotional product lines to approximately 48 international distributors.

      Candy Planet, Monogram, Funnoodle and GFK sales are made primarily to U.S.
customers, as standard credit terms, pursuant to customer purchase orders. Sales
conducted by Candy Planet and GFK are on a COD, prepaid or credit card basis for
those customers who do not qualify for credit terms. Extended dating programs
are periodically offered to qualifying customers. To a lesser extent, the GFK,
Monogram and Candy Planet operations sell to customers internationally. These
international customers are generally sold utilizing a direct letter of credit
and shipments are made directly from the overseas factory on a FOB Hong Kong
basis.

      Our products are sold in over 45 countries around the world.

OUR HISTORY

      Our Company was founded in 1990 by four experienced toy industry
executives: David Chu, the Company's Chairman, Steven Lebensfeld, its Chief
Executive Officer, Harvey Goldberg, its President, and Kenneth Price, its Senior
Vice President--Sales and Marketing. Since the early 1980s these executives have
worked together in managing or founding toy companies or in customer-supplier
relationships. Each individual brings particular strengths to the management
team, Mr. Chu in manufacturing, Mr. Lebensfeld in product development, and Mr.
Goldberg and Mr. Price in sales and marketing. In addition, these executives
have built a team of knowledgeable, highly skilled management and employees
whose collective toy industry experience enhances our ability to effectively
execute our business plan.

      Our principal executive offices are located at 125 E. Bethpage Road,
Plainview, New York 11803 and our telephone number is (516) 391-9898.

THE OFFERING

      The Selling Stockholders may offer and sell up to 2,000,000 Shares of our
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, however, we will receive funds from the
sale of the Shares of Common Stock to


                                       5
<PAGE>

the Selling Stockholders upon the exercise of stock options for such Shares,
which funds will be used by us for working capital. See "Use of Proceeds" and
"Selling Stockholders."

RISK FACTORS

      Investing in our Common Stock involves significant risks. You should
consider the information under the caption "Risk Factors" beginning on page 7 of
this Reoffer Prospectus in deciding whether to purchase the Shares of Common
Stock offered under this Reoffer Prospectus.


                                       6
<PAGE>

                                  RISK FACTORS

      PURCHASING THE SHARES OF COMMON STOCK OFFERED BY THIS REOFFER PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. BEFORE PURCHASING OUR COMMON STOCK, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER INFORMATION
CONTAINED ELSEWHERE IN THIS REOFFER PROSPECTUS.

NO ASSURANCE OF PROFITABILITY

      We have generated net profits in three out of its last four fiscal
years. For the fiscal year ended March 31, 2000, we had net sales of $139.0
million and a net loss of $1.9 million compared to net sales of $107.2
million and net income of $8.6 million in fiscal 1999, an increase of 29.7%
in net sales and a decrease of 122.1% in net income. The net sales increase
was primarily due to a combination of the launching of several new toy
product lines, the continued success of the Mighty Mo's vehicle line, Candy
Planet's successful Pokemon license and the impact of our recent acquisitions
partially offset by the expected decrease of Laser Challenge and Spice
Girls(Trademark) products, as well as the discontinuance of several product
lines. Net income was negatively impacted primarily by losses in the
promotional toy operations, lower gross margins and higher expenses due to
lower than expected sales of some products, including our WWF Digital Camera,
as well as the recall and exchange of the Arcadia(Trademark) Electronic Skeet
Shoot game system cartridges. Although management has taken steps to lessen
its exposure to similar industry and retailer developments, there can be no
assurance that we will operate profitably in the future. Future operating
results will depend on a number of factors, including demand for our current
products, our ability to introduce new products, market acceptance of new
products and the general state of the economy in the U.S. and other major
markets.

CHANGING CONSUMER PREFERENCES; SUBSTANTIAL RELIANCE ON NEW PRODUCT INTRODUCTIONS

      The leisure products market is characterized by changing consumer
preferences and frequent new product introductions which reduce the period of
time in which many leisure products are successfully marketed. There can be no
assurance that any of our current products or product lines will be popular with
consumers for any period of time. Furthermore, sales of our existing products
are expected to decline over time and may decline at rates faster than expected.
Our success is dependent upon our ability to enhance existing product lines and
our ability to develop new products and product lines. Historically, a
significant portion of our gross sales each year were derived from new products.
The failure of our existing products, new products and product lines to achieve
and sustain market acceptance and to produce acceptable margins could have a
material adverse effect on our financial condition and results of operations.

RISKS ASSOCIATED WITH OUR FAILURE TO PROTECT ITS INTELLECTUAL PROPERTY

      We rely on patent, trademark, copyright and trade secret protection,
nondisclosure agreements and licensing arrangements to establish, protect and
enforce proprietary rights in our products. Despite our efforts and the efforts
of our licensors to safeguard and maintain our proprietary rights, there can be
no assurance that we or our licensors will be successful in so doing. In
addition, the laws of certain foreign countries do not protect intellectual
property rights


                                       7
<PAGE>

to the same extent or in the same manner as the laws of the United States.
Although we and our licensors continue to implement protective measures and
intend to defend our proprietary rights vigorously, there can be no assurance
that these efforts will be successful. Furthermore, we cannot guarantee that we
possess all of the rights purportedly granted under our licensing agreements and
cannot guarantee that such licensing agreements are and will be enforceable.

      We do not believe that any of our products infringe on the proprietary
rights of third parties. However, existing or future intellectual property
claims against us, if proven, could have a material adverse effect on our
business, financial condition and results of operations. Although such claims
could ultimately prove to be without merit, the necessary management attention
to, and legal costs associated with, litigation or other resolution of such
claims could have a material adverse effect on our business, financial condition
and results of operations.

RISKS ASSOCIATED WITH INVENTORY MANAGEMENT

      Most of our largest retail customers utilize an electronic inventory
management system to track sales of products and rely on reorders being rapidly
filled by us and distributors rather than maintaining large product inventories.
These types of systems put pressure on suppliers like us to promptly fill
customer orders and shift some of the inventory risk from the retailer to
suppliers. We generally place orders with manufacturers based in part on
advance, non-binding, estimates of orders from our major retail clients. Such
estimates may deviate substantially from actual orders. In the event that
subsequent orders fall short of original estimates, we may be left with excess
inventory. Significant excess inventory could result in price discounts and
increased inventory carrying costs for us. Similarly, if we fail to have an
adequate supply of products manufactured on a timely basis, we may, as a result,
lose sales opportunities. Despite our efforts to adjust our production schedule
based on market activities, including participating in electronic data
interchange programs with our largest retail customers, there can be no
assurance that we will maintain appropriate inventory levels. Such occurrences
may have a material adverse effect on our financial condition and results of
operations.

DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS

      For fiscal 2000, Toys "R" Us and Wal-Mart each accounted for more than 10%
of invoiced sales of our products. We expect to continue to rely on a relatively
small number of customers for a significant percentage of sales for the
foreseeable future. Because of the large portion of our sales to our five
largest customers and the significant market share for leisure products sales to
consumers represented by these same customers, the loss of any one of them as a
customer, or a significant reduction in sales, would have a material adverse
effect on our financial condition and results of operations.

SEASONALITY AND QUARTERLY FLUCTUATIONS

      Sales of toy products are seasonal, with the majority of retail sales
occurring in the third and fourth calendar quarters. We have taken steps to
reduce our dependence on these highly seasonal products, including the
acquisitions of GFK and Funnoodle, which are largely sold in


                                       8
<PAGE>

the first and second quarters. Sales of Monogram and Candy Planet products are
less seasonal than the other product lines. While we have taken these steps to
level sales over the entire year, this pattern is expected to be heavily
influenced by the seasonality of our toy products.

      These seasonal patterns cause our quarterly operating results and working
capital requirements to fluctuate and net losses may be expected in the first
and last quarters of the fiscal year. As a result of such seasonality, financial
results for a particular quarter may not be indicative of results for the entire
year. In addition, in the event that our results of operations for any period
are below the expectation of market analysts and investors, the market price of
the Common Stock could be adversely affected.

DEPENDENCE ON LIMITED NUMBER OF PRODUCT LINES

      We derive a substantial portion of our revenue from a limited number of
product lines. A decrease in the popularity of a particular product line or key
products within a given product line during any year could have a material
adverse effect on our business, financial condition and results of operations.
There can be no assurance that any of the key product lines will retain their
historical levels of popularity or increase in popularity. Decreased sales from
any one of the key product lines without a corresponding increase in sales from
other existing or newly introduced products would have a material adverse effect
on our financial condition and results of operations.

SALES ALLOWANCES

      We have, in certain instances, provided sales allowances to retailers for
promotions and for purposes of assisting the retailer in reducing the levels of
inventory carried by the retailer. We expect that it will continue to be
required to make such accommodations in the future. Any significant increase in
the amounts of these sales allowances could have a material adverse effect on
our financial condition and results of operations.

POTENTIAL CONFLICT OF INTEREST

      During fiscal 2000, Jauntiway Investments Limited ("Jauntiway")
manufactured the majority of our toy products. Jauntiway and our purchasing
agent, Tai Nam, are owned by David Chu, our Chairman and principal stockholder.
In consideration of an agency fee equal to seven percent (7%) of the gross
invoiced value of products purchased by us, Tai Nam handles our purchase orders,
and assists us in product development and testing and Jauntiway manufactures a
majority portion of these products in addition to subcontracting certain
manufacturing requirements to unaffiliated third parties. The loss of Jauntiway,
or a substantial interruption of our manufacturing arrangements with Jauntiway,
could cause a delay in our production of our products for delivery to our
customers and could have a material adverse effect on us. While we believe that
alternate manufacturers exist, there can be no assurance that alternate
arrangements could be provided in a timely manner on terms or with the level of
support currently provided by the combination of Tai Nam and Jauntiway to us.


                                       9
<PAGE>


RELIANCE ON MANUFACTURERS BASED IN CHINA; TRADE RELATIONS

      To date, most of our products have been manufactured by Hong Kong-based
manufacturers at facilities located in the Peoples' Republic of China (the
"PRC"). According to reports published by the Toy Manufacturers Association
("TMA"), an industry trade group, the PRC is the world's largest producer of
toys and is the source of a majority of toys imported into the U.S. There is
uncertainty surrounding the political and economic consolidation of Hong Kong
(now known as the Special Administrative Region of China), with the PRC and the
extent to which such consolidation could disrupt business in Hong Kong or
elsewhere in the PRC. In the event of any such disruption or other political,
legal or economic change in Hong Kong or elsewhere in the PRC affecting our
business, we could be required to seek alternative manufacturing sources. We
currently do not have in place plans or arrangements for securing alternative
manufacturing sources in the event that its present relationship with Tai Nam
and Jauntiway proves impracticable to maintain, and there can be no assurance
that there would be sufficient alternative facilities to meet the increased
demand for production that would likely result from a disruption of
manufacturing operations in the PRC. Furthermore, such a shift to alternative
facilities would likely result in increased manufacturing costs and could
subject our products to increased duties, tariffs or other restrictions.

RISKS INHERENT IN INTERNATIONAL OPERATIONS; CURRENCY RISKS

      A significant percentage of our business, including substantially all of
our product manufacturing, is conducted outside of the United States. As a
result, our operations are subject to various risks such as the possibility of
the loss of revenue, property or equipment due to expropriation,
nationalization, war, insurrection, terrorism or civil disturbance, the
instability of foreign economies, currency fluctuations and devaluations,
adverse tax policies and governmental activities that may limit or disrupt
markets, restrict payments or the movement of funds or result in the deprivation
of contract rights. Additionally, our ability to compete may be adversely
affected by foreign governmental regulations that encourage or mandate the
hiring of local contractors, or by regulations that require foreign contractors
to employ citizens of, or purchase supplies from vendors in, a particular
jurisdiction. We are subject to taxation in a number of jurisdictions, and the
final determination of its tax liabilities involves the interpretation of the
statutes and requirements of various domestic and foreign taxing authorities.
There can be no assurance that any of these risks will not have an adverse
effect on our financial condition and results of operations.

RELIANCE ON KEY PERSONNEL; PART-TIME SERVICES OF CHAIRMAN

      Our future success will be dependent on the continued efforts of our
senior management team which consists of David Chu, Steven Lebensfeld, Harvey
Goldberg, and Kenneth Price. These individuals collectively, beneficially own
60% of our outstanding shares of common stock. Mr. Chu is also an officer and
director of other companies, and he is not expected to devote to our affairs
more than such portion of his business time and attention as he or our Board
of Directors may deem necessary. We have entered into employment and
non-competition agreements with Mr. Lebensfeld, Mr. Goldberg and Mr. Price,
as well as other key executives.

                                       10
<PAGE>

The loss of the services of any of these individuals could have a material
adverse effect on us. Our success is also dependent on our ability to attract
and/or retain key managerial, sales, marketing, product development and other
personnel. There can be no assurance that we will be successful in attracting
and/or retaining such personnel.

RISKS ASSOCIATED WITH ACQUISITIONS, INVESTMENTS AND STRATEGIC ALLIANCES

      As part of our growth strategy, we intend to pursue acquisitions of
business or product lines and investments in, and strategic alliances with,
entities that complement or expand our current operations or production and
marketing capabilities. Any acquisitions, investments, strategic alliances or
related efforts will be accompanied by the risks commonly encountered in such
transactions or efforts. Such risks include, among others, the identification of
appropriate candidates, the assimilation of operations and personnel of the
respective entities, the potential disruption of our ongoing business, the
inability of management to capitalize on the opportunities presented by
acquisitions, investments, strategic alliances or related efforts, the failure
to successfully incorporate licensed or acquired technology and rights into our
services, the inability to maintain uniform standards, controls, procedures and
policies and the impairment of relationships with employees and customers as a
result of changes in management or otherwise.

RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH

      There can be no assurance that our recent growth will continue or that we
will be able to maintain our present level of net sales or profitability.
Furthermore, future growth, if achieved, might place a strain on our management
and financial control systems, and there can be no assurance that our management
would be able to manage such growth effectively. Failure to manage any future
growth experienced by us could have a material adverse effect on our financial
condition and results of operations.

CHANGES IN THE RETAIL AND LEISURE PRODUCTS INDUSTRIES

      The retail industry has periodically experienced consolidation and other
ownership changes. Major retailers in the United States and in foreign markets
may in the future consolidate, undergo restructuring or realign their
affiliations which could decrease the number of stores that sell our products or
increase the ownership concentration within the retail industry. While such
changes in the retail industry to date have not had a material adverse effect on
our business or financial condition, there can be no assurance as to the future
effect of any such changes. The leisure products industry is also experiencing a
shift toward greater consolidation of retail distribution channels, such as
large specialty leisure products stores and discount retailers, including Toys
"R" Us, Wal-Mart, Kmart, Kay-Bee and Target, which have increased their overall
share of the retail market. This consolidation has resulted in an increased
reliance among retailers on the large leisure products companies because of
their financial stability and ability to support products through advertising
and promotion and to distribute products on a national basis. Such consolidation
may have a negative impact on the ability of smaller leisure products companies
such as ours to compete.


                                       11
<PAGE>


COMPETITION

      The leisure products industry is highly competitive. Many of our
competitors have longer operating histories, broader product lines and greater
financial resources and advertising budgets than ours. In addition, the leisure
products industry has low barriers to entry. Competition is based primarily on
the ability to design and develop new products, procure licenses for popular
products, characters and trademarks, and successfully market products. Many of
our competitors offer similar products or alternatives to our products. Our
products compete with other products for retail shelf space. There can be no
assurance that shelf space in retail stores will continue to be available to
support our existing products or any expansion of our products and product
lines. There can be no assurance that we will be able to continue to compete
effectively in this marketplace.

GOVERNMENT REGULATION; PRODUCT SAFETY

      Our operations in the United States are subject to various laws, rules and
regulations, including the Federal Hazardous Substances Act, the Consumer
Product Safety Act, the Flammable Fabrics Act and the regulations promulgated
under each such Act. Such laws empower the Consumer Product Safety Commission
("CPSC") to protect children from hazardous toys and other articles. The CPSC
has the authority to exclude from the market products that are found to be
hazardous and to require a manufacturer to repurchase such products under
certain circumstances. Similar laws and regulations exist in most countries in
which our products are sold. While we oversee a quality control program designed
to ensure that our products comply in all material respects with such
regulations, no assurance can be made that defects will not be found in our
products, resulting in product liability claims, loss of revenue, diversion of
resources, damage to our reputation or increased warranty costs, any of which
could have a material adverse effect on our business, financial condition and
results of operations.

      Products that have been or may be developed or sold by us may expose us to
potential liability from personal injury or property damage claims by consumers.
We currently maintain product liability insurance coverage in the amount of $25
million per occurrence, with a $50 million aggregate product liability policy.
There can be no assurance that we will be able to maintain such coverage or
obtain additional coverage on acceptable terms, or that such insurance will
provide adequate coverage against all potential claims. Moreover, even if we
maintain adequate insurance, any claim could divert management time and
materially and adversely affect our reputation and prospects.

NO DIVIDENDS

      Although we paid dividends to our stockholders in 1993, 1994 and 1995, we
intend to retain our earnings, if any, to finance the operation and expansion of
our business and, therefore, we do not expect to pay any cash dividends in the
foreseeable future.

CERTAIN ANTI-TAKEOVER CONSIDERATIONS


                                       12
<PAGE>

      Certain provisions of our Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws may discourage, defer or prevent a
change of control. These provisions: (1) classify our Board of Directors into
three classes, each of which serves for a different three-year period; (2)
provide that only the Board of Directors, the Chairman or at least 10% of our
stockholders entitled to vote may call special meetings of the stockholders; (3)
establish certain advanced notice procedures for nomination of candidates for
election as directors and for stockholder proposals to be considered at
stockholders' meetings; and (4) authorize preferred stock, the terms of which
may be determined by the Board of Directors and which may be issued without
stockholder approval. Each of these provisions, as well as certain provisions of
the Delaware Business Combination Act to which we are subject, could have the
effect of delaying or preventing an acquisition or change in control.



                           FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Reoffer Prospectus, including,
without limitation, statements containing the words "believes," "anticipates,"
"may," "intends," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements (or industry results, performance or
achievements) expressed or implied by such forward-looking statements to be
substantially different from those predicted. Such factors might include, among
others, the following:

      o     our dependence on timely development, introduction and customer
            acceptance of new products;

      o     the loss of existing licenses or the inability to renew or extend
            licenses under favorable terms;

      o     possible weakness of our markets;

      o     dependence on a limited number of major customers;

                                       13
<PAGE>


      o     the effect of currency fluctuations;

      o     other risks and uncertainties as may be disclosed from time to time
            in our public announcements;

      o     the general state of the economy in the United States and other
            major markets; and

      o     customer inventory levels.

      Certain of these factors are discussed in more detail elsewhere in this
Reoffer Prospectus, including, without limitation, under the caption "Risk
Factors."

      We do not undertake any obligation to publicly update or revise any
forward-looking statements contained in this Reoffer Prospectus or incorporated
by reference, whether as a result of new information, future events or
otherwise. Because of these risks and uncertainties, the forward-looking events
and circumstances discussed in this Reoffer Prospectus might not transpire.

                                 USE OF PROCEEDS

      All of the Shares of Common Stock are being offered by the Selling
Stockholders. The Company will not receive any proceeds from sales of the Shares
by the Selling Stockholders, but will receive funds from the sale of the Shares
to the Selling Stockholders upon the exercise of stock options for such Shares.
We will use these funds for working capital.


                                       14
<PAGE>

                              SELLING STOCKHOLDERS

      The Shares offered under this Reoffer Prospectus are being registered for
reoffers and resales by Selling Stockholders who have and may in the future
acquire such Shares under the Plan. The Selling Stockholders named in the
following table may resell all, a portion, or none of such Shares. There is no
assurance that any of the Selling Stockholders will sell any or all of the
Shares offered by them hereunder.

      Participants under the Plan who are deemed to be our "affiliates" who
acquire Shares of Common Stock under the Plan may be added to the Selling
Stockholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act.

      In addition, certain of our unnamed non-affiliates holding restricted
securities may use this Reoffer Prospectus for reoffers and resales of the
Shares registered pursuant to this Registration Statement of which this Reoffer
Prospectus is a part, if such non-affiliates hold less than the lesser of 1,000
Shares or 1% of the shares issuable under a Plan.

      The following table sets forth certain information concerning the Selling
Stockholders as of the date of this Reoffer Prospectus, and as adjusted to
reflect the sale by the Selling Stockholders of the Shares offered hereby,
assuming all of the Shares offered hereby are sold:



<TABLE>
<CAPTION>




                                                                                                             PERCENTAGE OF SHARES OF
                                                                                                                 COMMON STOCK
                                                                                                             BENEFICIALLY OWNED(4)
                                                                                                             --------------------
                                                                                        NUMBER OF
                                                                                        SHARES UPON
                                                                                        EXERCISE OF
                                                                  NUMBER OF             OPTIONS TO BE      BEFORE         AFTER
NAME                                                            SHARES OWNED(1)         OFFERED(2)(3)      OFFERING(1)    OFFERING
----                                                            ---------------         -------------      -----------    --------
<S>                                                                <C>                     <C>                <C>           <C>
David Ki Kwan Chu (5) ................................             5,750,335               100,000            47.4%         48.2%
Steven A. Lebensfeld (6) .............................             1,274,167               100,000            10.5%         11.3%
Harvey Goldberg (7) ..................................               157,333               100,000             1.2%          2.1%
Kenneth Price (8) ....................................               235,000                50,000             1.9%          2.3%
William A. Johnson, Jr.(9) ...........................                11,651                50,000            *             *
Carmine Russo (10) ...................................                28,750                50,000            *             *
Andrew B. Stein (11) .................................                 8,333                25,000            *             *
Amy L. Weltman (12) ..................................                 6,667                25,000            *             *
Barry Shapiro (13) ...................................                11,000                50,000            *             *
Sanford B. Frank (14) ................................                 8,333                25,000            *             *
Oren Asher (15) ......................................                 2,000                40,000            *             *
Joel M. Handel (15) ..................................                 2,000                40,000            *             *
Phil Garfinkle (15) ..................................                    20                90,000            *             *
</TABLE>


---------------------------
* Represents less than 1%.

(1)   Represents shares beneficially owned by the named individual, including
      shares that such person has the right to acquire within 60 days of the
      date of this Reoffer Prospectus. Unless otherwise noted, all persons
      referred to above have sole voting and sole investment power.


                                       15
<PAGE>


(2)   Includes all outstanding options to purchase Shares of Common Stock, being
      registered hereunder, granted to the named individuals under the Plan
      whether or not vested or exercisable within 60 days of the date of this
      Reoffer Prospectus. Also includes all Shares issued to such named
      individuals upon the exercise of options granted under the Plan. All of
      such Shares are being registered hereunder. Does not include any shares
      that may be acquirable under future grants of options under the Plan.

(3)   Does not constitute a commitment to sell any or all of the stated number
      of Shares of Common Stock. The number of Shares offered shall be
      determined from time to time by each Selling Stockholder at his sole
      discretion.

(4)   Based on 12,131,441 shares of Common Stock outstanding as of the date of
      this Reoffer Prospectus.

(5)   Mr. Chu is Chairman of the Board of the Company. The share amount shown
      for Mr. Chu are owned by Best Phase Limited, a British Virgin Islands
      corporation, of which Mr. Chu and his wife, Frances Shuk Kuen Leung, own
      100% of the outstanding shares. Mr. Chu and Ms. Leung are deemed to be the
      beneficial owners of each other's shares of Common Stock of the Company.

(6)   Mr. Lebensfeld is Chief Executive Officer and a Director of the Company.
      The share amount shown for Mr. Lebensfeld includes 126,000 shares held in
      trust or custodian accounts for the benefit of Mr. Lebensfeld's children.
      Mr. Lebensfeld is not the trustee of such trust and disclaims beneficial
      ownership of 120,000 shares held in trust.

(7)   Mr. Goldberg is President and Director of the Company.

(8)   Mr. Price is Senior Vice President - Sales and Marketing of the Company.

(9)   Mr. Johnson is Senior Vice President, Chief Financial Officer and
      Treasurer of the Company.

(10)  Mr. Russo is Chief Operating Officer of the Company.

(11)  Mr. Stein is Vice President - International Sales of the Company.

(12)  Ms. Weltman is Vice President - Marketing of the Company.

(13)  Mr. Shapiro is Senior Vice President of the Company and President of
      Toymax Enterprises.

(14)  Mr. Frank is General Counsel and Secretary of the Company.

(15)  Messrs. Asher, Handel and Garfinkle are Directors of the Company.

                                       16
<PAGE>


                              PLAN OF DISTRIBUTION

      The Shares may be sold from time to time by the Selling Stockholders in
one or more transactions at fixed prices, at market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
Selling Stockholders may offer their shares in one or more of the following
transactions:

      o  on any national securities exchange or quotation service on which the
         Shares may be listed or quoted at the time of sale, including the
         Nasdaq National Market;

      o  in the over-the-counter market;

      o  in private transactions;

      o  through options;

      o  by pledge to secure debts and other obligations;

      o  or a combination of any of the above transactions.

      The Shares described in this Reoffer Prospectus may be sold from time to
time directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer shares to or through underwriters,
broker/dealers or agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any profits on the resale of the Shares and any compensation received by any
underwriter, broker/dealer or agent may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933.

      Any shares covered by this Reoffer Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this Reoffer Prospectus. The Selling Stockholders may
not be able to sell all of their shares under Rule 144. The Selling Stockholders
may transfer, devise or gift such shares by other means not described in this
Reoffer Prospectus.

      To comply with the securities laws of certain jurisdictions, the Shares
must be offered or sold only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, the Shares may not be offered or sold
unless they have been registered or qualified for sale or an exemption is
available and complied with.

      The anti-manipulation provisions of Rules 101 through 104 under Regulation
M of the Securities Exchange Act of 1934 may apply to purchases and sales of the
Shares by the Selling Stockholders. In addition, there are restrictions on
market-making activities by persons engaged in the distribution of the Shares.


                                       17
<PAGE>


      We have agreed to pay all of the expenses relating to the registration,
offering and sale of the Shares by the Selling Stockholders to the public, other
than commissions or discounts of underwriters, broker-dealers or agents.

                                  LEGAL MATTERS

      The validity of the Shares of Common Stock offered hereby will be passed
upon for us by Baer Marks & Upham LLP, New York, New York.

                                     EXPERTS

      The financial statements and schedule incorporated by reference in this
Reoffer Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their reports
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.


                                       18

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      In addition to the documents incorporated herein by reference from the
Registration Statement on Form S-8 (File No. 333-86165), as previously filed
with the Securities and Exchange Commission (the "Commission"), the following
documents heretofore filed by the Company with the Commission pursuant to the
Exchange Act are hereby incorporated by reference, except as superseded or
modified herein:

      1.    The Company's Annual Report on Form 10-K for the fiscal year ended
            March 31, 2000, filed with the Commission on June 29, 2000.

      2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2000, filed with the Commission on August 14, 2000.

      3.    The Company's Quarterly Report or Form 10-Q for the quarter ended
            September 30, 2000, filed with the Commission on November 14, 2000.

      4.    The Company's Current Report on Form 8-K filed with the Commission
            on January 11, 2001.

      5.    The Company's definitive and revised Proxy Statement dated July 27,
            2000 relating to its annual and special meeting of stockholders held
            on August 16, 2000.

      In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.

      Any statement contained in a 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 so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      The securities offered hereby are registered under Section 12(g) of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                      II-1
<PAGE>


      Baer Marks & Upham LLP, New York, New York will review certain legal
matters in connection with this offering on behalf of the Company.

      Joel Handel, a partner of Baer Marks & Upham LLP, is a Director of the
Company. The Company granted Mr. Handel options to purchase an aggregate of
50,000 Common Shares at exercise prices ranging from $3.75 to $5.25.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The General Corporation Law of the State of Delaware permits a
corporation, through its certificate of incorporation, to eliminate the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, with certain exceptions. The
exceptions include breach of fiduciary duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, improper declarations of dividends and transactions from which the
directors derived an improper personal benefit. The Company's certificate of
incorporation, as amended, exonerates its directors from monetary liability to
the fullest extent permitted by this statutory provision but does not restrict
the availability of non-monetary and other equitable relief.

      The Company's certificate of incorporation, as amended, and by-laws
provide that the Company shall indemnify its directors and officers to the
fullest extent permitted by Delaware law.

      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 Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                      II-2
<PAGE>

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

 4.1       Toymax International, Inc. 1997 Amended and Restated Stock Option
           Plan.

 5.1       Opinion of Baer Marks & Upham LLP.

 23.1      Consent of BDO Seidman LLP.

 23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).


 24.1      Power of Attorney (included on signature page of this Registration
           Statement).

ITEM 9.  UNDERTAKINGS.

      The undersigned Registrant 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 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 liability under the
Securities Act, each such post-effective amendment 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.

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

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant will, unless in
the


                                      II-3
<PAGE>

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.


                                      II-4
<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Plainview, State of New York, on the 29th day of
January, 2001.

                                    TOYMAX INTERNATIONAL, INC.



                                    By: /s/ STEVEN LEBENSFELD
                                       ---------------------------------
                                       Steven Lebensfeld
                                       Chief Executive Officer and Director

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Lebensfeld and William Johnson, Jr., and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
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 or 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 dates indicated.

SIGNATURE                        TITLE                              DATE

/s/ STEVEN LEBENSFELD            Chief Executive Officer    January 29, 2001
-----------------------------    and Director (Principal
Steven Lebensfeld                Executive Officer)


/s/ HARVEY GOLDBERG              President and Director     January 29, 2001
-----------------------------
Harvey Goldberg


                                 Chief Financial Officer    January 29, 2001
/s/ WILLIAM JOHNSON, JR.         and Treasurer (Principal
-----------------------------    Financial and Accounting
William Johnson, Jr.             Officer)


                                      II-5
<PAGE>


/s/ DAVID CHU                    Chairman of the Board of   January 29, 2001
-----------------------------    Directors
David Chu

/s/ OREN ASHER                   Director                   January 29, 2001
-----------------------------
Oren Asher

/s/ JOEL HANDEL                  Director                   January 29, 2001
-----------------------------
Joel Handel


                                      II-6
<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                     ITEM 8

                                    EXHIBITS

                           TOYMAX INTERNATIONAL, INC.




                                      II-7
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

4.1       Toymax International, Inc. 1997 Amended and Restated Stock Option
          Plan.

5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of BDO Seidman LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).
[{"type": "S-8", "sequence": "1", "filename": "a2036256zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 68508}]
{"company-data": {"conformed-name": "TOYMAX INTERNATIONAL INC", "cik": "0001044010", "assigned-sic": "5090", "irs-number": "113391335", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54522", "film-number": "1517930"}, "business-address": {"street1": "125 E BETHPAGE RD", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5163919898"}, "mail-address": {"street1": "125 E BETHPAGE RD", "city": "PLAINVIEW", "state": "NY", "zip": "11803"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 29, 2001                                        REGISTRATION NO. 333-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
    ----------------------------------------------------------------------
                                  FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
    ----------------------------------------------------------------------

                         TOYMAX INTERNATIONAL, INC.
           (Exact Name of Registrant as Specified in Its Charter)

                     DELAWARE                          11-3391335
         (State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
         Incorporation or Organization)                   11803
             125 EAST BETHPAGE ROAD                     (Zip Code)
              PLAINVIEW, NEW YORK
    (Address of Principal Executive Offices)

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

                          TOYMAX INTERNATIONAL, INC.
                  AMENDED AND RESTATED 1997 STOCK OPTION PLAN

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

                              SANFORD FRANK, ESQ.
                                GENERAL COUNSEL
                          TOYMAX INTERNATIONAL, INC.
                            125 EAST BETHPAGE ROAD
                           PLAINVIEW, NEW YORK 11803
                    (Name and Address of Agent for Service)

                                (516) 391-9898
         (Telephone Number, Including Area Code, of Agent for Service)

                       WITH COPIES TO: JOEL HANDEL, ESQ.
                            BAER MARKS & UPHAM LLP
                               805 THIRD AVENUE
                           NEW YORK, NEW YORK 10022
                                (212) 702-5700

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                      PROPOSED
                                      PROPOSED         MAXIMUM
     TITLE OF                         MAXIMUM         AGGREGATE     AMOUNT OF
 SECURITIES TO BE   AMOUNT TO BE   OFFERING PRICE     OFFERING     REGISTRATION
    REGISTERED      REGISTERED(1)   PER SHARE(2)      PRICE(2)         FEE
--------------------------------------------------------------------------------
COMMON STOCK, PAR
VALUE $0.01 PER       2,000,000
SHARE                  SHARES         $1.5625        $3,125,000      $781.25
================================================================================

(1)   Represents 2,000,000 shares of common stock which are reserved for
      issuance pursuant to the grant of stock options under the Toymax
      International, Inc. Amended and Restated 1997 Stock Option Plan (the
      "Plan")

      A Form S-8 Registration Statement was filed with the Securities and
      Exchange Commission on August 30, 1999, Registration No. 333-86165, in
      which 1,500,000 shares of common stock issuable under the Plan covered by
      that Registration Statement, were registered for a fee of $3,726.94.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
      on the basis of $1.5625 per share, the average of the closing bid and ask
      prices of the common stock on the Nasdaq National Market on January 23,
      2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

      Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Toymax International, Inc. ("we" or the "Company") Amended and Restated 1997
Stock Option Plan (the "Plan").

      This document and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon the written or oral request by a participant in the Plan listed in
Item 1 of this Part I, the Company will provide any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference into this Section 10(a)
prospectus), any documents required to be delivered to participants pursuant to
Rule 428(b) and other additional information about such plans. All of such
documents and information will be available without charge. Any and all such
requests should be directed to the Company at 125 E. Bethpage Road, Plainview,
New York 11803, telephone number (516) 391-9898, attention Sanford Frank, Esq.,
General Counsel.
EXPLANATORY NOTE

      This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act of 1933, as
amended. The Form S-8 portion of this Registration Statement will be used for
offers of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company, pursuant to the employee benefit plan listed in Item 1
of Part I to this Registration Statement. In accordance with the Note to Part I
of Form S-8, the information specified by Part I for Form S-8 has been omitted
from this Registration Statement. The Reoffer Prospectus filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and will be used for reofferings or resales of shares of
Common Stock of the Company which are deemed to be control securities, which
have been acquired or will be acquired by control persons, pursuant to the
employee benefit plan.
REOFFER PROSPECTUS

                           TOYMAX INTERNATIONAL, INC.

                   2,000,000 SHARES OF COMMON STOCK UNDER THE
     TOYMAX INTERNATIONAL, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN

      The shares of common stock, par value $0.01 per share (the "Common
Stock"), of Toymax International, Inc. (the "Company" or "we") covered by this
Reoffer Prospectus may be offered and sold to the public by our stockholders
(the "Selling Stockholders"), some of whom may be deemed to be our "affiliates"
(as that term is defined in Rule 405 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the "Securities Act"). The Selling
Stockholders may sell a maximum of 2,000,000 shares of Common Stock (the
"Shares"). The Selling Stockholders acquired or will acquire the Shares through
their exercise of stock options granted to them under our Amended and Restated
1997 Stock Option Plan (the "Plan").

      All or a portion of the Shares may be offered for sale, from time to time,
on the Nasdaq National Market or otherwise, at prices and terms then obtainable,
subject to certain limitations. However, any Shares covered by this Reoffer
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 instead of pursuant to this Reoffer Prospectus. See
"Plan of Distribution."

      We will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders, but will receive funds from the sale of the Shares of
Common Stock to the Selling Stockholders upon the exercise of stock options for
such Shares, which funds will be used by us for working capital. All expenses of
registration incurred in connection with this offering are being borne by us,
but all brokerage commissions, discounts and other expenses incurred by
individual Selling Stockholders will be borne by such Selling Stockholders.

      The Common Stock is listed on the Nasdaq National Market under the symbol
"TMAX". The high and closing price of our Common Stock on the Nasdaq National
Market on January 23, 2001 was U.S. $1.5625.

      SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR INFORMATION THAT SHOULD BE
CAREFULLY CONSIDERED BY PROSPECTIVE INVESTORS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

            The date of this Reoffer Prospectus is January 29, 2001.
TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
AVAILABLE INFORMATION........................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 3
PROSPECTUS SUMMARY........................................................... 4
RISK FACTORS................................................................. 7
FORWARD-LOOKING STATEMENTS...................................................13
USE OF PROCEEDS..............................................................14
SELLING STOCKHOLDERS.........................................................15
PLAN OF DISTRIBUTION.........................................................17
LEGAL MATTERS................................................................18
EXPERTS......................................................................18

                              AVAILABLE INFORMATION

      We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith are
required to file periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
Room 1024, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can also be obtained by mail from the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-(800) SEC-0330. The Commission
also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov. See
"Incorporation of Certain Documents by Reference."

      We have filed with the Commission a Registration Statement on Form S-8
under the Securities Act with respect to the shares of Common Stock offered by
this Reoffer Prospectus. This Reoffer Prospectus does not contain all the
information set forth in or annexed as exhibits to the Registration Statement.
For further information with respect to our Company and the Shares of Common
Stock offered by this Reoffer Prospectus, reference is made to the Registration
Statement and to the financial statements, schedules and exhibits filed as part
thereof or incorporated by reference herein. Copies of the Registration
Statement, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the Commission at the
addresses listed above, upon payment of the charges prescribed therefor by the
Commission. Statements contained in this Reoffer Prospectus as to the contents
of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other
documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the

                                       2
extent that they are exhibits to this Registration Statement, may be obtained
from the public reference facilities of the Commission, upon the payment of the
charges prescribed therefor by the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      In addition to the documents incorporated herein by reference from the
Registration Statement on Form S-8 (File No. 333-86165), as previously filed
with the Commission, we hereby incorporate by reference into this Reoffer
Prospectus the following documents which we have previously filed with the
Commission pursuant to the Exchange Act, except as superseded or modified
herein:

      1.    Our Annual Report on Form 10-K for the fiscal year ended March 31,
            2000, filed with the Commission on June 29, 2000.

      2.    Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            2000, filed with the Commission on August 14, 2000.

      3.    Our Quarterly Report or Form 10-Q for the quarter ended September
            30, 2000, filed with the Commission on November 14, 2000.

      4.    Our Current Report on Form 8-K filed with the Commission on January
            11, 2001.

      5.    Our definitive and revised Proxy Statement dated July 27, 2000
            relating to its annual and special meeting of stockholders held on
            August 16, 2000.

      In addition, all documents we file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Reoffer Prospectus and
prior to the termination of the offering of the Shares of Common Stock shall be
deemed to be incorporated in and made a part of this Reoffer Prospectus by
reference from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Reoffer Prospectus
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Reoffer Prospectus.

      We will provide, without charge, to each person to whom this Reoffer
Prospectus is delivered, on written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written or oral requests for such copies
should be directed to Toymax International, Inc., at 125 E. Bethpage Road,
Plainview, New York 11803, telephone number (516) 391-9898, attention Sanford
Frank, Esq., General Counsel.

                                       3
PROSPECTUS SUMMARY

      THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS REOFFER
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR COMMON STOCK. CERTAIN
STATEMENTS MADE IN THIS REOFFER PROSPECTUS CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SEE
"FORWARD-LOOKING STATEMENTS."

      Unless the context otherwise requires, all references to "dollars" refers
to U.S. dollars.

                                   OUR COMPANY

OUR BUSINESS

      We are a consumer leisure products company that creates, designs and
markets innovative and technologically advanced toys as well as other leisure
products, which are sold in the U.S. and throughout the world. Our products
promote fun and creative play, and are available under several brands:
Toymax(Registered) toys, such as R.A.D.(Trademark) Robot, Mighty
Mo's(Trademark) vehicles, the award-winning Laser Challenge(Trademark) brand,
Starter Up(Trademark) pre-school vehicles, and a line of licensed educational
hand-held electronics under the Jumpstart(Trademark) and Humongous brands;
Funnoodle(Registered) pool and water toys and accessories; Go Fly a
Kite(Registered) kites, banners and WindWheels(Trademark); Candy
Planet(Trademark) candy products; Monogram International gift, novelty and
souvenir products; and Yaboom! entertainment based toys and electronics.
Management believes that the major strengths of our Company include its
ability to develop and design new toys, such as Starter Up Steve(Trademark);
to identify and satisfy niche opportunities with brands such as Mighty Mo's;
to extend existing core brands such as Laser Challenge and to identify
acquisitions, such as Monogram International, Inc. ("Monogram"), Go Fly A
Kite, Inc. ("GFK"), the Funnoodle product line ("Funoodle") and the Yaboom
joint venture, that further its plan to diversify into other leisure product
categories.

      Beginning in 1998, we began to take a number of important steps designed
to better position us for future growth through the diversification of our
product line. In December 1998, we acquired the business of Go Fly A Kite, Inc.,
a leading developer and marketer of kites, windsocks, banners, mini flags and
WindWheels(Trademark) . In February 1999, we formed a new division, Candy
Planet, which together with the licensing of the World Wrestling Federation
("WWF") brand and a Pokemon license from Nintendo of America, Inc., enabled us
to enter the expanding candy industry. In May 1999, we completed the acquisition
of Monogram International, Inc., a leading designer, manufacturer and marketer
of gift and children's leisure product lines, including items based on
well-established and evergreen licenses. Monogram has been associated with the
Walt Disney Company for over 25 years and has more recently established a
relationship with Warner Bros. Consumer Products. In October 1999, we entered
into a joint venture, Yaboom Ltd., to manufacture and distribute technologically
innovative musical key chains, interchangeable cartridge singing dolls, posters
and other electronic products based on licensing agreements with leading musical
performers such as Britney Spears, Christina Aguilera and Ricky Martin. In
November 1999, we completed the acquisition of the Funnoodle product line from
KidPower, Inc. The Funnoodle product line is a leader in the pool and backyard
water recreational products categories. In order to integrate these acquisitions
and the Candy Planet business, the Company

                                       4
has established a new administrative group, Toymax Enterprises, which is
comprised of GFK, the Candy Planet unit, Monogram and Funnoodle.

      Our Company operates in two reporting segments: Toymax Brands (primarily
consisting of sales activities conducted through Toymax, Inc. ("TMI") and Toymax
(H.K.) Limited ("THK")) and Toymax Enterprises (consisting of GFK, the Candy
Planet unit, Monogram and Funnoodle).

      Sales conducted by TMI consist of sales of our promotional product lines
to primarily U.S. customers pursuant to customer purchase orders. Customers
purchasing products on this basis include Toys "R" Us, Kay-Bee Toys, Costco
Wholesale, Wal-Mart Stores, Inc., Ames Department Stores and Target Stores, Inc.
Sales conducted by THK consist of sales on a free on board ("FOB") Hong Kong
basis which are generally based on letters of credit, and include sales of
primarily lower priced basic products to U.S. and international retailers
including Toys "R" Us International, Index (U.K.), Wal-Mart (Canada) and sales
of our promotional product lines to approximately 48 international distributors.

      Candy Planet, Monogram, Funnoodle and GFK sales are made primarily to U.S.
customers, as standard credit terms, pursuant to customer purchase orders. Sales
conducted by Candy Planet and GFK are on a COD, prepaid or credit card basis for
those customers who do not qualify for credit terms. Extended dating programs
are periodically offered to qualifying customers. To a lesser extent, the GFK,
Monogram and Candy Planet operations sell to customers internationally. These
international customers are generally sold utilizing a direct letter of credit
and shipments are made directly from the overseas factory on a FOB Hong Kong
basis.

      Our products are sold in over 45 countries around the world.

OUR HISTORY

      Our Company was founded in 1990 by four experienced toy industry
executives: David Chu, the Company's Chairman, Steven Lebensfeld, its Chief
Executive Officer, Harvey Goldberg, its President, and Kenneth Price, its Senior
Vice President--Sales and Marketing. Since the early 1980s these executives have
worked together in managing or founding toy companies or in customer-supplier
relationships. Each individual brings particular strengths to the management
team, Mr. Chu in manufacturing, Mr. Lebensfeld in product development, and Mr.
Goldberg and Mr. Price in sales and marketing. In addition, these executives
have built a team of knowledgeable, highly skilled management and employees
whose collective toy industry experience enhances our ability to effectively
execute our business plan.

      Our principal executive offices are located at 125 E. Bethpage Road,
Plainview, New York 11803 and our telephone number is (516) 391-9898.

THE OFFERING

      The Selling Stockholders may offer and sell up to 2,000,000 Shares of our
Common Stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these Shares, however, we will receive funds from the
sale of the Shares of Common Stock to

                                       5
the Selling Stockholders upon the exercise of stock options for such Shares,
which funds will be used by us for working capital. See "Use of Proceeds" and
"Selling Stockholders."

RISK FACTORS

      Investing in our Common Stock involves significant risks. You should
consider the information under the caption "Risk Factors" beginning on page 7 of
this Reoffer Prospectus in deciding whether to purchase the Shares of Common
Stock offered under this Reoffer Prospectus.

                                       6
RISK FACTORS

      PURCHASING THE SHARES OF COMMON STOCK OFFERED BY THIS REOFFER PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. BEFORE PURCHASING OUR COMMON STOCK, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER INFORMATION
CONTAINED ELSEWHERE IN THIS REOFFER PROSPECTUS.

NO ASSURANCE OF PROFITABILITY

      We have generated net profits in three out of its last four fiscal
years. For the fiscal year ended March 31, 2000, we had net sales of $139.0
million and a net loss of $1.9 million compared to net sales of $107.2
million and net income of $8.6 million in fiscal 1999, an increase of 29.7%
in net sales and a decrease of 122.1% in net income. The net sales increase
was primarily due to a combination of the launching of several new toy
product lines, the continued success of the Mighty Mo's vehicle line, Candy
Planet's successful Pokemon license and the impact of our recent acquisitions
partially offset by the expected decrease of Laser Challenge and Spice
Girls(Trademark) products, as well as the discontinuance of several product
lines. Net income was negatively impacted primarily by losses in the
promotional toy operations, lower gross margins and higher expenses due to
lower than expected sales of some products, including our WWF Digital Camera,
as well as the recall and exchange of the Arcadia(Trademark) Electronic Skeet
Shoot game system cartridges. Although management has taken steps to lessen
its exposure to similar industry and retailer developments, there can be no
assurance that we will operate profitably in the future. Future operating
results will depend on a number of factors, including demand for our current
products, our ability to introduce new products, market acceptance of new
products and the general state of the economy in the U.S. and other major
markets.

CHANGING CONSUMER PREFERENCES; SUBSTANTIAL RELIANCE ON NEW PRODUCT INTRODUCTIONS

      The leisure products market is characterized by changing consumer
preferences and frequent new product introductions which reduce the period of
time in which many leisure products are successfully marketed. There can be no
assurance that any of our current products or product lines will be popular with
consumers for any period of time. Furthermore, sales of our existing products
are expected to decline over time and may decline at rates faster than expected.
Our success is dependent upon our ability to enhance existing product lines and
our ability to develop new products and product lines. Historically, a
significant portion of our gross sales each year were derived from new products.
The failure of our existing products, new products and product lines to achieve
and sustain market acceptance and to produce acceptable margins could have a
material adverse effect on our financial condition and results of operations.

RISKS ASSOCIATED WITH OUR FAILURE TO PROTECT ITS INTELLECTUAL PROPERTY

      We rely on patent, trademark, copyright and trade secret protection,
nondisclosure agreements and licensing arrangements to establish, protect and
enforce proprietary rights in our products. Despite our efforts and the efforts
of our licensors to safeguard and maintain our proprietary rights, there can be
no assurance that we or our licensors will be successful in so doing. In
addition, the laws of certain foreign countries do not protect intellectual
property rights

                                       7
to the same extent or in the same manner as the laws of the United States.
Although we and our licensors continue to implement protective measures and
intend to defend our proprietary rights vigorously, there can be no assurance
that these efforts will be successful. Furthermore, we cannot guarantee that we
possess all of the rights purportedly granted under our licensing agreements and
cannot guarantee that such licensing agreements are and will be enforceable.

      We do not believe that any of our products infringe on the proprietary
rights of third parties. However, existing or future intellectual property
claims against us, if proven, could have a material adverse effect on our
business, financial condition and results of operations. Although such claims
could ultimately prove to be without merit, the necessary management attention
to, and legal costs associated with, litigation or other resolution of such
claims could have a material adverse effect on our business, financial condition
and results of operations.

RISKS ASSOCIATED WITH INVENTORY MANAGEMENT

      Most of our largest retail customers utilize an electronic inventory
management system to track sales of products and rely on reorders being rapidly
filled by us and distributors rather than maintaining large product inventories.
These types of systems put pressure on suppliers like us to promptly fill
customer orders and shift some of the inventory risk from the retailer to
suppliers. We generally place orders with manufacturers based in part on
advance, non-binding, estimates of orders from our major retail clients. Such
estimates may deviate substantially from actual orders. In the event that
subsequent orders fall short of original estimates, we may be left with excess
inventory. Significant excess inventory could result in price discounts and
increased inventory carrying costs for us. Similarly, if we fail to have an
adequate supply of products manufactured on a timely basis, we may, as a result,
lose sales opportunities. Despite our efforts to adjust our production schedule
based on market activities, including participating in electronic data
interchange programs with our largest retail customers, there can be no
assurance that we will maintain appropriate inventory levels. Such occurrences
may have a material adverse effect on our financial condition and results of
operations.

DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS

      For fiscal 2000, Toys "R" Us and Wal-Mart each accounted for more than 10%
of invoiced sales of our products. We expect to continue to rely on a relatively
small number of customers for a significant percentage of sales for the
foreseeable future. Because of the large portion of our sales to our five
largest customers and the significant market share for leisure products sales to
consumers represented by these same customers, the loss of any one of them as a
customer, or a significant reduction in sales, would have a material adverse
effect on our financial condition and results of operations.

SEASONALITY AND QUARTERLY FLUCTUATIONS

      Sales of toy products are seasonal, with the majority of retail sales
occurring in the third and fourth calendar quarters. We have taken steps to
reduce our dependence on these highly seasonal products, including the
acquisitions of GFK and Funnoodle, which are largely sold in

                                       8
the first and second quarters. Sales of Monogram and Candy Planet products are
less seasonal than the other product lines. While we have taken these steps to
level sales over the entire year, this pattern is expected to be heavily
influenced by the seasonality of our toy products.

      These seasonal patterns cause our quarterly operating results and working
capital requirements to fluctuate and net losses may be expected in the first
and last quarters of the fiscal year. As a result of such seasonality, financial
results for a particular quarter may not be indicative of results for the entire
year. In addition, in the event that our results of operations for any period
are below the expectation of market analysts and investors, the market price of
the Common Stock could be adversely affected.

DEPENDENCE ON LIMITED NUMBER OF PRODUCT LINES

      We derive a substantial portion of our revenue from a limited number of
product lines. A decrease in the popularity of a particular product line or key
products within a given product line during any year could have a material
adverse effect on our business, financial condition and results of operations.
There can be no assurance that any of the key product lines will retain their
historical levels of popularity or increase in popularity. Decreased sales from
any one of the key product lines without a corresponding increase in sales from
other existing or newly introduced products would have a material adverse effect
on our financial condition and results of operations.

SALES ALLOWANCES

      We have, in certain instances, provided sales allowances to retailers for
promotions and for purposes of assisting the retailer in reducing the levels of
inventory carried by the retailer. We expect that it will continue to be
required to make such accommodations in the future. Any significant increase in
the amounts of these sales allowances could have a material adverse effect on
our financial condition and results of operations.

POTENTIAL CONFLICT OF INTEREST

      During fiscal 2000, Jauntiway Investments Limited ("Jauntiway")
manufactured the majority of our toy products. Jauntiway and our purchasing
agent, Tai Nam, are owned by David Chu, our Chairman and principal stockholder.
In consideration of an agency fee equal to seven percent (7%) of the gross
invoiced value of products purchased by us, Tai Nam handles our purchase orders,
and assists us in product development and testing and Jauntiway manufactures a
majority portion of these products in addition to subcontracting certain
manufacturing requirements to unaffiliated third parties. The loss of Jauntiway,
or a substantial interruption of our manufacturing arrangements with Jauntiway,
could cause a delay in our production of our products for delivery to our
customers and could have a material adverse effect on us. While we believe that
alternate manufacturers exist, there can be no assurance that alternate
arrangements could be provided in a timely manner on terms or with the level of
support currently provided by the combination of Tai Nam and Jauntiway to us.

                                       9
RELIANCE ON MANUFACTURERS BASED IN CHINA; TRADE RELATIONS

      To date, most of our products have been manufactured by Hong Kong-based
manufacturers at facilities located in the Peoples' Republic of China (the
"PRC"). According to reports published by the Toy Manufacturers Association
("TMA"), an industry trade group, the PRC is the world's largest producer of
toys and is the source of a majority of toys imported into the U.S. There is
uncertainty surrounding the political and economic consolidation of Hong Kong
(now known as the Special Administrative Region of China), with the PRC and the
extent to which such consolidation could disrupt business in Hong Kong or
elsewhere in the PRC. In the event of any such disruption or other political,
legal or economic change in Hong Kong or elsewhere in the PRC affecting our
business, we could be required to seek alternative manufacturing sources. We
currently do not have in place plans or arrangements for securing alternative
manufacturing sources in the event that its present relationship with Tai Nam
and Jauntiway proves impracticable to maintain, and there can be no assurance
that there would be sufficient alternative facilities to meet the increased
demand for production that would likely result from a disruption of
manufacturing operations in the PRC. Furthermore, such a shift to alternative
facilities would likely result in increased manufacturing costs and could
subject our products to increased duties, tariffs or other restrictions.

RISKS INHERENT IN INTERNATIONAL OPERATIONS; CURRENCY RISKS

      A significant percentage of our business, including substantially all of
our product manufacturing, is conducted outside of the United States. As a
result, our operations are subject to various risks such as the possibility of
the loss of revenue, property or equipment due to expropriation,
nationalization, war, insurrection, terrorism or civil disturbance, the
instability of foreign economies, currency fluctuations and devaluations,
adverse tax policies and governmental activities that may limit or disrupt
markets, restrict payments or the movement of funds or result in the deprivation
of contract rights. Additionally, our ability to compete may be adversely
affected by foreign governmental regulations that encourage or mandate the
hiring of local contractors, or by regulations that require foreign contractors
to employ citizens of, or purchase supplies from vendors in, a particular
jurisdiction. We are subject to taxation in a number of jurisdictions, and the
final determination of its tax liabilities involves the interpretation of the
statutes and requirements of various domestic and foreign taxing authorities.
There can be no assurance that any of these risks will not have an adverse
effect on our financial condition and results of operations.

RELIANCE ON KEY PERSONNEL; PART-TIME SERVICES OF CHAIRMAN

      Our future success will be dependent on the continued efforts of our
senior management team which consists of David Chu, Steven Lebensfeld, Harvey
Goldberg, and Kenneth Price. These individuals collectively, beneficially own
60% of our outstanding shares of common stock. Mr. Chu is also an officer and
director of other companies, and he is not expected to devote to our affairs
more than such portion of his business time and attention as he or our Board
of Directors may deem necessary. We have entered into employment and
non-competition agreements with Mr. Lebensfeld, Mr. Goldberg and Mr. Price,
as well as other key executives.

                                       10
The loss of the services of any of these individuals could have a material
adverse effect on us. Our success is also dependent on our ability to attract
and/or retain key managerial, sales, marketing, product development and other
personnel. There can be no assurance that we will be successful in attracting
and/or retaining such personnel.

RISKS ASSOCIATED WITH ACQUISITIONS, INVESTMENTS AND STRATEGIC ALLIANCES

      As part of our growth strategy, we intend to pursue acquisitions of
business or product lines and investments in, and strategic alliances with,
entities that complement or expand our current operations or production and
marketing capabilities. Any acquisitions, investments, strategic alliances or
related efforts will be accompanied by the risks commonly encountered in such
transactions or efforts. Such risks include, among others, the identification of
appropriate candidates, the assimilation of operations and personnel of the
respective entities, the potential disruption of our ongoing business, the
inability of management to capitalize on the opportunities presented by
acquisitions, investments, strategic alliances or related efforts, the failure
to successfully incorporate licensed or acquired technology and rights into our
services, the inability to maintain uniform standards, controls, procedures and
policies and the impairment of relationships with employees and customers as a
result of changes in management or otherwise.

RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH

      There can be no assurance that our recent growth will continue or that we
will be able to maintain our present level of net sales or profitability.
Furthermore, future growth, if achieved, might place a strain on our management
and financial control systems, and there can be no assurance that our management
would be able to manage such growth effectively. Failure to manage any future
growth experienced by us could have a material adverse effect on our financial
condition and results of operations.

CHANGES IN THE RETAIL AND LEISURE PRODUCTS INDUSTRIES

      The retail industry has periodically experienced consolidation and other
ownership changes. Major retailers in the United States and in foreign markets
may in the future consolidate, undergo restructuring or realign their
affiliations which could decrease the number of stores that sell our products or
increase the ownership concentration within the retail industry. While such
changes in the retail industry to date have not had a material adverse effect on
our business or financial condition, there can be no assurance as to the future
effect of any such changes. The leisure products industry is also experiencing a
shift toward greater consolidation of retail distribution channels, such as
large specialty leisure products stores and discount retailers, including Toys
"R" Us, Wal-Mart, Kmart, Kay-Bee and Target, which have increased their overall
share of the retail market. This consolidation has resulted in an increased
reliance among retailers on the large leisure products companies because of
their financial stability and ability to support products through advertising
and promotion and to distribute products on a national basis. Such consolidation
may have a negative impact on the ability of smaller leisure products companies
such as ours to compete.

                                       11
COMPETITION

      The leisure products industry is highly competitive. Many of our
competitors have longer operating histories, broader product lines and greater
financial resources and advertising budgets than ours. In addition, the leisure
products industry has low barriers to entry. Competition is based primarily on
the ability to design and develop new products, procure licenses for popular
products, characters and trademarks, and successfully market products. Many of
our competitors offer similar products or alternatives to our products. Our
products compete with other products for retail shelf space. There can be no
assurance that shelf space in retail stores will continue to be available to
support our existing products or any expansion of our products and product
lines. There can be no assurance that we will be able to continue to compete
effectively in this marketplace.

GOVERNMENT REGULATION; PRODUCT SAFETY

      Our operations in the United States are subject to various laws, rules and
regulations, including the Federal Hazardous Substances Act, the Consumer
Product Safety Act, the Flammable Fabrics Act and the regulations promulgated
under each such Act. Such laws empower the Consumer Product Safety Commission
("CPSC") to protect children from hazardous toys and other articles. The CPSC
has the authority to exclude from the market products that are found to be
hazardous and to require a manufacturer to repurchase such products under
certain circumstances. Similar laws and regulations exist in most countries in
which our products are sold. While we oversee a quality control program designed
to ensure that our products comply in all material respects with such
regulations, no assurance can be made that defects will not be found in our
products, resulting in product liability claims, loss of revenue, diversion of
resources, damage to our reputation or increased warranty costs, any of which
could have a material adverse effect on our business, financial condition and
results of operations.

      Products that have been or may be developed or sold by us may expose us to
potential liability from personal injury or property damage claims by consumers.
We currently maintain product liability insurance coverage in the amount of $25
million per occurrence, with a $50 million aggregate product liability policy.
There can be no assurance that we will be able to maintain such coverage or
obtain additional coverage on acceptable terms, or that such insurance will
provide adequate coverage against all potential claims. Moreover, even if we
maintain adequate insurance, any claim could divert management time and
materially and adversely affect our reputation and prospects.

NO DIVIDENDS

      Although we paid dividends to our stockholders in 1993, 1994 and 1995, we
intend to retain our earnings, if any, to finance the operation and expansion of
our business and, therefore, we do not expect to pay any cash dividends in the
foreseeable future.

CERTAIN ANTI-TAKEOVER CONSIDERATIONS

                                       12
Certain provisions of our Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws may discourage, defer or prevent a
change of control. These provisions: (1) classify our Board of Directors into
three classes, each of which serves for a different three-year period; (2)
provide that only the Board of Directors, the Chairman or at least 10% of our
stockholders entitled to vote may call special meetings of the stockholders; (3)
establish certain advanced notice procedures for nomination of candidates for
election as directors and for stockholder proposals to be considered at
stockholders' meetings; and (4) authorize preferred stock, the terms of which
may be determined by the Board of Directors and which may be issued without
stockholder approval. Each of these provisions, as well as certain provisions of
the Delaware Business Combination Act to which we are subject, could have the
effect of delaying or preventing an acquisition or change in control.

                           FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Reoffer Prospectus, including,
without limitation, statements containing the words "believes," "anticipates,"
"may," "intends," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements (or industry results, performance or
achievements) expressed or implied by such forward-looking statements to be
substantially different from those predicted. Such factors might include, among
others, the following:

      o     our dependence on timely development, introduction and customer
            acceptance of new products;

      o     the loss of existing licenses or the inability to renew or extend
            licenses under favorable terms;

      o     possible weakness of our markets;

      o     dependence on a limited number of major customers;

                                       13
o     the effect of currency fluctuations;

      o     other risks and uncertainties as may be disclosed from time to time
            in our public announcements;

      o     the general state of the economy in the United States and other
            major markets; and

      o     customer inventory levels.

      Certain of these factors are discussed in more detail elsewhere in this
Reoffer Prospectus, including, without limitation, under the caption "Risk
Factors."

      We do not undertake any obligation to publicly update or revise any
forward-looking statements contained in this Reoffer Prospectus or incorporated
by reference, whether as a result of new information, future events or
otherwise. Because of these risks and uncertainties, the forward-looking events
and circumstances discussed in this Reoffer Prospectus might not transpire.

                                 USE OF PROCEEDS

      All of the Shares of Common Stock are being offered by the Selling
Stockholders. The Company will not receive any proceeds from sales of the Shares
by the Selling Stockholders, but will receive funds from the sale of the Shares
to the Selling Stockholders upon the exercise of stock options for such Shares.
We will use these funds for working capital.

                                       14
SELLING STOCKHOLDERS

      The Shares offered under this Reoffer Prospectus are being registered for
reoffers and resales by Selling Stockholders who have and may in the future
acquire such Shares under the Plan. The Selling Stockholders named in the
following table may resell all, a portion, or none of such Shares. There is no
assurance that any of the Selling Stockholders will sell any or all of the
Shares offered by them hereunder.

      Participants under the Plan who are deemed to be our "affiliates" who
acquire Shares of Common Stock under the Plan may be added to the Selling
Stockholders listed below from time to time by use of a prospectus supplement
filed pursuant to Rule 424(b) under the Securities Act.

      In addition, certain of our unnamed non-affiliates holding restricted
securities may use this Reoffer Prospectus for reoffers and resales of the
Shares registered pursuant to this Registration Statement of which this Reoffer
Prospectus is a part, if such non-affiliates hold less than the lesser of 1,000
Shares or 1% of the shares issuable under a Plan.

      The following table sets forth certain information concerning the Selling
Stockholders as of the date of this Reoffer Prospectus, and as adjusted to
reflect the sale by the Selling Stockholders of the Shares offered hereby,
assuming all of the Shares offered hereby are sold:
PERCENTAGE OF SHARES OF
                                                                                                                 COMMON STOCK
                                                                                                             BENEFICIALLY OWNED(4)
                                                                                                             --------------------
                                                                                        NUMBER OF
                                                                                        SHARES UPON
                                                                                        EXERCISE OF
                                                                  NUMBER OF             OPTIONS TO BE      BEFORE         AFTER
NAME                                                            SHARES OWNED(1)         OFFERED(2)(3)      OFFERING(1)    OFFERING
----                                                            ---------------         -------------      -----------    --------
David Ki Kwan Chu (5) ................................             5,750,335               100,000            47.4%         48.2%
Steven A. Lebensfeld (6) .............................             1,274,167               100,000            10.5%         11.3%
Harvey Goldberg (7) ..................................               157,333               100,000             1.2%          2.1%
Kenneth Price (8) ....................................               235,000                50,000             1.9%          2.3%
William A. Johnson, Jr.(9) ...........................                11,651                50,000            *             *
Carmine Russo (10) ...................................                28,750                50,000            *             *
Andrew B. Stein (11) .................................                 8,333                25,000            *             *
Amy L. Weltman (12) ..................................                 6,667                25,000            *             *
Barry Shapiro (13) ...................................                11,000                50,000            *             *
Sanford B. Frank (14) ................................                 8,333                25,000            *             *
Oren Asher (15) ......................................                 2,000                40,000            *             *
Joel M. Handel (15) ..................................                 2,000                40,000            *             *
Phil Garfinkle (15) ..................................                    20                90,000            *             *
---------------------------
* Represents less than 1%.

(1)   Represents shares beneficially owned by the named individual, including
      shares that such person has the right to acquire within 60 days of the
      date of this Reoffer Prospectus. Unless otherwise noted, all persons
      referred to above have sole voting and sole investment power.

                                       15
(2)   Includes all outstanding options to purchase Shares of Common Stock, being
      registered hereunder, granted to the named individuals under the Plan
      whether or not vested or exercisable within 60 days of the date of this
      Reoffer Prospectus. Also includes all Shares issued to such named
      individuals upon the exercise of options granted under the Plan. All of
      such Shares are being registered hereunder. Does not include any shares
      that may be acquirable under future grants of options under the Plan.

(3)   Does not constitute a commitment to sell any or all of the stated number
      of Shares of Common Stock. The number of Shares offered shall be
      determined from time to time by each Selling Stockholder at his sole
      discretion.

(4)   Based on 12,131,441 shares of Common Stock outstanding as of the date of
      this Reoffer Prospectus.

(5)   Mr. Chu is Chairman of the Board of the Company. The share amount shown
      for Mr. Chu are owned by Best Phase Limited, a British Virgin Islands
      corporation, of which Mr. Chu and his wife, Frances Shuk Kuen Leung, own
      100% of the outstanding shares. Mr. Chu and Ms. Leung are deemed to be the
      beneficial owners of each other's shares of Common Stock of the Company.

(6)   Mr. Lebensfeld is Chief Executive Officer and a Director of the Company.
      The share amount shown for Mr. Lebensfeld includes 126,000 shares held in
      trust or custodian accounts for the benefit of Mr. Lebensfeld's children.
      Mr. Lebensfeld is not the trustee of such trust and disclaims beneficial
      ownership of 120,000 shares held in trust.

(7)   Mr. Goldberg is President and Director of the Company.

(8)   Mr. Price is Senior Vice President - Sales and Marketing of the Company.

(9)   Mr. Johnson is Senior Vice President, Chief Financial Officer and
      Treasurer of the Company.

(10)  Mr. Russo is Chief Operating Officer of the Company.

(11)  Mr. Stein is Vice President - International Sales of the Company.

(12)  Ms. Weltman is Vice President - Marketing of the Company.

(13)  Mr. Shapiro is Senior Vice President of the Company and President of
      Toymax Enterprises.

(14)  Mr. Frank is General Counsel and Secretary of the Company.

(15)  Messrs. Asher, Handel and Garfinkle are Directors of the Company.

                                       16
PLAN OF DISTRIBUTION

      The Shares may be sold from time to time by the Selling Stockholders in
one or more transactions at fixed prices, at market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
Selling Stockholders may offer their shares in one or more of the following
transactions:

      o  on any national securities exchange or quotation service on which the
         Shares may be listed or quoted at the time of sale, including the
         Nasdaq National Market;

      o  in the over-the-counter market;

      o  in private transactions;

      o  through options;

      o  by pledge to secure debts and other obligations;

      o  or a combination of any of the above transactions.

      The Shares described in this Reoffer Prospectus may be sold from time to
time directly by the Selling Stockholders. Alternatively, the Selling
Stockholders may from time to time offer shares to or through underwriters,
broker/dealers or agents. The Selling Stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any profits on the resale of the Shares and any compensation received by any
underwriter, broker/dealer or agent may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933.

      Any shares covered by this Reoffer Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144
rather than pursuant to this Reoffer Prospectus. The Selling Stockholders may
not be able to sell all of their shares under Rule 144. The Selling Stockholders
may transfer, devise or gift such shares by other means not described in this
Reoffer Prospectus.

      To comply with the securities laws of certain jurisdictions, the Shares
must be offered or sold only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, the Shares may not be offered or sold
unless they have been registered or qualified for sale or an exemption is
available and complied with.

      The anti-manipulation provisions of Rules 101 through 104 under Regulation
M of the Securities Exchange Act of 1934 may apply to purchases and sales of the
Shares by the Selling Stockholders. In addition, there are restrictions on
market-making activities by persons engaged in the distribution of the Shares.

                                       17
We have agreed to pay all of the expenses relating to the registration,
offering and sale of the Shares by the Selling Stockholders to the public, other
than commissions or discounts of underwriters, broker-dealers or agents.

                                  LEGAL MATTERS

      The validity of the Shares of Common Stock offered hereby will be passed
upon for us by Baer Marks & Upham LLP, New York, New York.

                                     EXPERTS

      The financial statements and schedule incorporated by reference in this
Reoffer Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their reports
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

                                       18
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      In addition to the documents incorporated herein by reference from the
Registration Statement on Form S-8 (File No. 333-86165), as previously filed
with the Securities and Exchange Commission (the "Commission"), the following
documents heretofore filed by the Company with the Commission pursuant to the
Exchange Act are hereby incorporated by reference, except as superseded or
modified herein:

      1.    The Company's Annual Report on Form 10-K for the fiscal year ended
            March 31, 2000, filed with the Commission on June 29, 2000.

      2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 2000, filed with the Commission on August 14, 2000.

      3.    The Company's Quarterly Report or Form 10-Q for the quarter ended
            September 30, 2000, filed with the Commission on November 14, 2000.

      4.    The Company's Current Report on Form 8-K filed with the Commission
            on January 11, 2001.

      5.    The Company's definitive and revised Proxy Statement dated July 27,
            2000 relating to its annual and special meeting of stockholders held
            on August 16, 2000.

      In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.

      Any statement contained in a 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 so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      The securities offered hereby are registered under Section 12(g) of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                      II-1
Baer Marks & Upham LLP, New York, New York will review certain legal
matters in connection with this offering on behalf of the Company.

      Joel Handel, a partner of Baer Marks & Upham LLP, is a Director of the
Company. The Company granted Mr. Handel options to purchase an aggregate of
50,000 Common Shares at exercise prices ranging from $3.75 to $5.25.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The General Corporation Law of the State of Delaware permits a
corporation, through its certificate of incorporation, to eliminate the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, with certain exceptions. The
exceptions include breach of fiduciary duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, improper declarations of dividends and transactions from which the
directors derived an improper personal benefit. The Company's certificate of
incorporation, as amended, exonerates its directors from monetary liability to
the fullest extent permitted by this statutory provision but does not restrict
the availability of non-monetary and other equitable relief.

      The Company's certificate of incorporation, as amended, and by-laws
provide that the Company shall indemnify its directors and officers to the
fullest extent permitted by Delaware law.

      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 Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      II-2
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

 4.1       Toymax International, Inc. 1997 Amended and Restated Stock Option
           Plan.

 5.1       Opinion of Baer Marks & Upham LLP.

 23.1      Consent of BDO Seidman LLP.

 23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

 24.1      Power of Attorney (included on signature page of this Registration
           Statement).

ITEM 9.  UNDERTAKINGS.

      The undersigned Registrant 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 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 liability under the
Securities Act, each such post-effective amendment 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.

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

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant will, unless in
the

                                      II-3
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.

                                      II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Plainview, State of New York, on the 29th day of
January, 2001.

                                    TOYMAX INTERNATIONAL, INC.

                                    By: /s/ STEVEN LEBENSFELD
                                       ---------------------------------
                                       Steven Lebensfeld
                                       Chief Executive Officer and Director

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Lebensfeld and William Johnson, Jr., and
each of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
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 or 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 dates indicated.

SIGNATURE                        TITLE                              DATE

/s/ STEVEN LEBENSFELD            Chief Executive Officer    January 29, 2001
-----------------------------    and Director (Principal
Steven Lebensfeld                Executive Officer)

/s/ HARVEY GOLDBERG              President and Director     January 29, 2001
-----------------------------
Harvey Goldberg

                                 Chief Financial Officer    January 29, 2001
/s/ WILLIAM JOHNSON, JR.         and Treasurer (Principal
-----------------------------    Financial and Accounting
William Johnson, Jr.             Officer)

                                      II-5
/s/ DAVID CHU                    Chairman of the Board of   January 29, 2001
-----------------------------    Directors
David Chu

/s/ OREN ASHER                   Director                   January 29, 2001
-----------------------------
Oren Asher

/s/ JOEL HANDEL                  Director                   January 29, 2001
-----------------------------
Joel Handel

                                      II-6
FORM S-8 REGISTRATION STATEMENT

                                     ITEM 8

                                    EXHIBITS

                           TOYMAX INTERNATIONAL, INC.

                                      II-7
EXHIBIT INDEX

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

4.1       Toymax International, Inc. 1997 Amended and Restated Stock Option
          Plan.

5.1       Opinion of Baer Marks & Upham LLP.

23.1      Consent of BDO Seidman LLP.

23.2      Consent of Baer Marks & Upham LLP (contained in Exhibit 5.1).

24.1      Power of Attorney (included on signature page of this Registration
          Statement).