EXHIBIT 23

Independent Auditors Consent



We consent to the incorporation by reference in the Registration  Statement on
on Form S-8 of Marx Toys and Entertainment Corp. of our report  dated
May 9,  2003, with respect to the financial statements of Marx Toys and
Entertainment Corp., included in the Annual Report on Form 10-KSB of Marx Toys
and Entertainment Corp. for the year ended December 31, 2002 filed with the
Securities and Exchange Commission.

Ehrenkrantz, Sterling & Co.
Livingston, New Jersey
August 29, 2003