EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITOR



                               Kempisty & Company
                       Certified Public Accountants, P.C.
                                 15 Maiden lane
                                   Suite 1003
                               New York, New York
                                 (212) 406-7272

We consent to the  incorporation by reference in the  registration  statement of
Marx Toys and  Entertainment  Corp.,  (the "Company") on Form S-8, of our report
dated may 13, 2004, on our audit of the consolidated financial statements of the
Company as of December 31 2003, and for each of the years in the two year period
ended December 31, 2003, which report is included in the Company's Annual Report
on Form 10-KSB.

/s/  Kempisty & Company
Certified Public Accountants, P.C.
New York, New York
June 9, 2004