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