SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report: June 26, 2000


                          INTERSPACE ENTERPRISES, INC.
                                 --------------
                (Name of registrant as specified in its charter)



Colorado                       0-28465                 84-1283938
- - ----------------              -------------            ------------
(State or other               (Commission              (IRS Employer
jurisdiction of               File Number)             Identification No.)
incorporation)


               7825 Fay Avenue, #200, La Jolla, California 92037
           ----------------------------------------------------------
                                    (ADDRESS)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858)456-3539




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ITEM 1.    CHANGES IN CONTROL OF REGISTRANT

On April  12,  2000,  Berkshire  Capital  Partners,  Inc.  entered  into a Share
Purchase Agreement with the control  shareholders of Marathon Marketing Corp. in
which  Berkshire  Capital  Partners,  Inc.  was to acquire  all  672,000  shares
outstanding  of the  Registrant  from the  certain  shareholders  for purpose of
accomplishing a Merger of InterSpace  Enterprises,  Inc. and Marathon  Marketing
Corp. The Agreement was subsequently  cancelled and Prudential Overseas Company,
Ltd.  acquired  672,000 shares.  Prudential  Overseas  Company,  Ltd.  exchanged
672,000 shares to InterSpace  Enterprises,  Inc. for 672,000 shares of its stock
on April 17, 2000.

ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS

               None.

ITEM 3.    BANKRUPTCY OR RECEIVERSHIP

               None.

ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

               None.

ITEM 5.    OTHER EVENTS

               None.

ITEM 6.    RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS

               None.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS

          Financial Statements - None

          Exhibits -           10.1 Cancellation Letter
                               10.2 Share Purchase Agreement (Prudential)
                               10.3 Share Exchange Agreement



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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  June 26, 2000                              InterSpace Enterprises, Inc.


                                                  By:/s/Daniel P. Murphy
                                                  ---------------------------
                                                  President




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