SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A

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

                For the quarterly period ended: February 29, 2000

                         Commission file number: 0-28465

                               CIK No. 0001098331

                          INTERSPACE ENTERPRISES, INC.
             (Exact name of registrant as specified in this charter)

                 Colorado                             84-1283938
              -------------------------------     --------------------
              (State of other jurisdiction        (I.R.S. Employer
              of incorporation or organization)    Identification No.)



               7825 Fay Avenue, #200, La Jolla, California 92037
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                         YES  X          NO
                            -----         -----

As of February 29, 2000,  there were 672,000 shares of $0.00001 par value common
stock outstanding


<PAGE>
<TABLE>
<CAPTION>


                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                            INTERSPACE ENTERPRISES, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                                   BALANCE SHEET
                                                 FEBRUARY 29, 2000
                                                    (UNAUDITED)

                                                      ASSETS
<S>                                                                                             <C>

CURRENT ASSETS
Cash                                                                                            $            5,951
                                                                                                ------------------
           Total Assets                                                                         $            5,951
                                                                                                ==================

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES                                                                                     $                -

STOCKHOLDERS' EQUITY:

     Common stock, $.00001 par value, 200,000,000 shares
         authorized, 672,000 shares  issued and
         outstanding                                                                                              7
     Additional paid-in capital                                                                               6,793
     (Deficit) accumulated during the development stage                                                        (849)
                                                                                                  ------------------

                  Total stockholders' equitY                                                                  5,951
                                                                                                  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $             5,951
                                                                                                  ==================
</TABLE>

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




<PAGE>
<TABLE>
<CAPTION>

                                           INTERSPACE ENTERPRISES, INC.
                                           (A Development Stage Company)
                                              STATEMENT OF OPERATIONS
                                                    (UNAUDITED)

<S>                                               <C>                           <C>

                                                                                Cumulative from
                                                                                January 1, 1998
                                                                                (Inception of the
                                                  For the Three                 Development
                                                  Months Ended                   Stage) to
                                                  February 29,                  February 29,
                                                       2000                          2000

                                                  --------------------------------------------------

REVENUES

Interest income                                   $              -              $         36
                                                  -------------------           -----------------
     Total Revenue                                               -                        36

ADMINISTRATIVE AND SELLING EXPENSES

General and administrative                                       -                     8,385
Interest expense, related party                                  -                        75
                                                  -------------------           ------------------
     Total Expenses                                              -                     8,460


OTHER INCOME

Note Payable Forgiveness                                    (7,575)                   (7,575)
                                                  -------------------           -------------------
Net Income                                        $          7,575              $       (849)
                                                  ===================           ===================

</TABLE>



                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



<PAGE>

<TABLE>
<CAPTION>

                                                 MARATHON MARKETING CORP.
                                               (A DEVELOPMENT STAGE COMPANY)
                                                 STATEMENTS OF CASH FLOWS
<S>                                                                        <C>                    <C>

                                                                                                  FOR THE PERIOD
                                                                                                    JANUARY 1,
                                                                                                       1998
                                                                                                   (INCEPTION OF
                                                                                                        THE
                                                                             FOR THE SIX            DEVELOPMENT
                                                                             MONTHS ENDED            STAGE) TO
                                                                             FEBRUARY 29,          FEBRUARY 29,
                                                                                 2000                  2000

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

     NET (LOSS) FROM OPERATIONS                                           $           1,750     $           1,885
                                                                          -----------------     -----------------
     ADJUSTMENTS TO RECONCILE NET (LOSS) TO NET CASH USED BY
         OPERATING ACTIVITIES:
              COMMON STOCK ISSUED FOR SERVICES                                       -                         40
                                                                          -----------------     -----------------

                  NET CASH (USED) BY OPERATING ACTIVITIES                             1,750                 1,845
                                                                          -----------------     -----------------


CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

     COMMON STOCK ISSUED FOR CASH                                                    -                        260
        LOANS                                                                         5,000                 5,000

                                                                          -----------------     -----------------

                  NET CASH PROVIDED BY FINANCING ACTIVITIES                          -                        260
                                                                          -----------------     -----------------


     NOTE PAYABLE - SETTLEMENT                                                        7,575                 7,575


NET INCREASE IN CASH                                                                  2,536

CASH, BEGINNING OF PERIOD                                                             3,415
                                                                          -----------------

CASH, END OF PERIOD                                                       $           5,951
                                                                          =================










                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                        F-6

</TABLE>




<PAGE>
<TABLE>
<CAPTION>


                                 INTERSPACE ENTERPRISES, INC.
                                 (A Development Stage Company)
                    Statement of Changes in Stockholders' Equity (Unaudited)
                            For the Three Months Ended February 29, 2000

<S>                         <C>        <C>      <C>          <C>       <C>                <C>             <C>
                             Preferred Stock        Common Stock       Additional Paid     Accumulated
          Description       Shares     Dollars  Shares       Dollars     in Capital        Deficit        Total
---------------------------------------------------------------------------------------------------------------------
Balance November 30, 1999     -           -       672,000     $      7     $   6,793       $ (  8,424)  $ (  1,624)

Net Income                                                                                 $    7,575   $    7,575
---------------------------------------------------------------------------------------------------------------------
Balance February 29, 2000     -           -       672,000            7         6,793             (849)       5,951
=====================================================================================================================
</TABLE>

                                  SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



<PAGE>

                          INTERSPACE ENTERPRISES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

Marathon  Marketing  Corp.  (the  Company),  a development  stage  company,  was
organized  under the laws of the State of  Colorado on November  21,  1991.  The
Company commenced  operations in January 1995 and became dormant on December 31,
1997.  The  Company is now in the  development  stage as  defined  in  Financial
Accounting Standards Board Statement No. 7. The fiscal year end is August 31.

GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development stage and has not earned any revenues from operations to date.

The Company is currently devoting its efforts to locating merger candidates. The
Company's  ability to continue as a going concern is dependent  upon its ability
to develop  additional  sources of  capital,  locate and  complete a merger with
another company, and ultimately, achieve profitable operations. The accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

INCOME TAXES

The Company  has  elected,  with the  shareholders'  consent,  to be taxed under
provisions of Subchapter S of the Internal Revenue Code. Under those provisions,
the Company does not pay federal  corporate  income taxes on its taxable  income
and is not allowed a net operating  loss  carryover or carryback as a deduction.
Instead,  the  stockholders  are liable for  individual  federal income taxes on
their respective  shares of the Company's taxable income and, subject to certain
limitations, include their respective shares of the Company's net operating loss
in their individual income tax returns.

NOTE 2 - NOTE PAYABLE FORGIVENESS

On  December 1, 1999,  the note  payable in the amount of $7,500,  plus  accrued
interest of $75 was forgiven by the note holder.  The Compapny has recorded this
amount as other income.

<PAGE>

ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF  OPERATIONS  FOR THE THREE  MONTH  PERIOD  ENDED  FEBRUARY  29,  2000
COMPARED TO THE SAME PERIOD IN 1999.

     No  operations  were  conducted by the Company in the quarter  period ended
February  29,  2000,  and no revenues  were  achieved.  The Company  incurred no
operating  expenses for the three month period in 2000 compared to $1,885 in the
same period in 1999.  The  Company  recorded a net income of $7,575 for the 2000
period as a result of a forgiveness of debt, compared to a net operating loss of
($1,885) for the same period in fiscal year 1999.

     The Company expects losses will continue until business can be achieved and
profitable operations are achieved. While the Company is seeking capital sources
for investment, there is no assurance that capital sources can be found. The net
income per share for the 2000  fiscal  quarter  was less than $0.01 per share as
compared to a net loss of less than ($.01) per share in the same fiscal  quarter
of 1999.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company  had cash  capital  of  $5,951 at the end of the  period.  The
Company  will be forced  to make  private  placements  of stock in order to fund
operations continuance until a merger candidate is found. No assurance exists as
to the ability to make private placements of stock. At February 29, 2000, it had
no accounts receivable. The Company currently has no liabilities.

<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities - None.

Item 3.           Defaults upon senior securities - None.

Item 4.           Submission of matters to a vote of security holders - None.

Item 5.           Other information - None.

Item 6.           Exhibits and reports on Form 8-K

                         (a)  The  following  are  filed  as  Exhibits  to  this
                    Quarterly Report.  The numbers refer to the Exhibit Table of
                    Item 601 of Regulation S-K:

                                    None.

                         (b) Reports on Form 8-K filed  during the three  months
                    ended February 29, 2000. (incorporated by reference)

                                    None.




<PAGE>


                                   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 of the
undersigned thereunto duly authorized.

Dated: June 28, 2000

                                          INTERSPACE ENTERPRISES, INC.



                                          by: /s/Daniel P. Murphy
                                              --------------------------------
                                              Daniel P. Murphy, President