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: May 3, 2000 MARATHON MARKETING CORP. ------------------------ (Exact name of registrant as specified in its charter) Colorado 000-28465 84-1283938 - - -------------- ----------- --------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1529 Spruce Street, #10, Boulder, CO 80302 --------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303-440-5356 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. is to acquire for 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. Item 2. Acquisition or Disposition of Assets None. Item 3. Bankruptcy or Receivership None. Item 4. Changes in Accountants None. Item 5. Other Events None. Item 6. Resignation & Appointment of Directors Three new directors will form the Board after the merger of the companies and the old directors have resigned. The business experience of the Directors will be disclosed in a subsequent 8-K filing. Item 7. Financial Statements Pro Forma Financial & Exhibits Exhibits: 10.1 Share Purchase Agreement 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: May 10, 2000 Marathon Marketing Corp. /s/ Scott Deitler By: --------------------------- Scott, Deitler, President