SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB/A

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1937

     For the transition period from to February 29, 2000 to March 31, 2000
                     (presented as calendar quarter)

                         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 March 31, 2000,  there were 7,340,200  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 (Unaudited)
                              As of March 31, 2000
                                                                           December 31, 2000        December 31, 1999
<S>                                                                          <C>                    <C>

Current Assets

Cash                                                                         $   131,808            $     10,223

- --------------------------------------------------------------------------------------------------------------
   Total current assets                                                          131,808                  10,223


Fixed Assets

Computer and office equipment                                                      9,299                   9,299
Accumulated depreciation                                                          (2,460)                 (1,968)

- --------------------------------------------------------------------------------------------------------------
  Total fixed assets                                                               6,839                   7,331

- --------------------------------------------------------------------------------------------------------------
     TOTAL ASSETS                                                            $   138,647            $     17,554
================================================================================================================


                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable                                                             $   170,992            $    147,737
Accrued payroll liabilities                                                      130,505                 110,527
Accrued liabilities                                                                  800                     800
Note Payable                                                                      16,000
Current portion long term liabilities                                                706                     719

- --------------------------------------------------------------------------------------------------------------
  Total current liabilities                                                      319,003                 259,783

Long Term Liabilities                                                              2,080                   2,227

Common stock                                                                          74                  40,002
Accounts receivable subscribed                                                (1,231,250)                 (5,000)
Additional paid in capital                                                     2,345,916                 402,438
Accumulated deficit - during development stage                                (1,297,176)               (681,896)

- --------------------------------------------------------------------------------------------------------------
  Total stockholders' equity                                                    (182,436)               (244,456)

- --------------------------------------------------------------------------------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   138,647            $     17,554
================================================================================================================

                                SEE ACCOMPANYING NOTES
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                   INTERSPACE ENTERPRISES, INC.
                                   (A Development Stage Company)
                                Statement of Operations (Unaudited)
                             For the Three Months Ended March 31, 2000

<S>                                                            <C>                 <C>                      <C>
                                                                                                            Cumulative from
                                                                                                            January 1, 1998
                                                                                                            (Inception of the
                                                            For the Three          Three Months                Development
                                                             Months Ended             Ended                      Stage) to
                                                                March 31,          March 31, 1999                March 31,
REVENUES                                                         2000                                              2000

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


RESEARCH AND DEVELOPMENT                                                                                          5,059

ADMINISTRATIVE AND SELLING EXPENSES

Consulting                                                              126,000         2,000                   199,575
Depreciation and amortization                                               492            55                     2,460
Legal and professional                                                   35,357         2,048                   186,673
License fees                                                            333,000        40,000                   373,000
Marketing and promotion                                                  11,306        47,144                    96,469
Office expense                                                            6,368         6,663                    41,567
Other administrative expenses                                            16,275        12,255                    72,198
Rent                                                                        834           968                     5,880
Salaries                                                                 84,799        21,157                   320,306
- ---------------------------------------------------------------------------------------------------------------------
   Total                                                                614,431       132,290                 1,298,128


OTHER INCOME

Note Payable Forgiveness                                                      -             -                    (7,575)
- ---------------------------------------------------------------------------------------------------------------------
     Net loss before tax                                               (614,431)     (132,290)               (1,295,576)

INCOME TAXES

State income tax                                                              -             -                     1,600
- ---------------------------------------------------------------------------------------------------------------------
     Net loss                                                  $      (614,431)    $ (132,290)              $(1,297,176)
========================================================================================================================
     Net Loss Per Share                                                   (.08)          (.08)                        -
========================================================================================================================
                                        SEE ACCOMPANYING NOTES

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  INTERSPACE ENTERPRISES, INC.
                                 (A Development Stage Company)
                    Statement of Changes in Stockholders' Equity (Unaudited)
                            For the Three Months Ended March 31, 2000

<S>                         <C>        <C>      <C>          <C>       <C>                <C>               <C>          <C>
                             Preferred Stock        Common Stock       Additional Paid    Accounts Rec      Accumulated
          Description       Shares     Dollars  Shares       Dollars     in Capital       Subscribed         Deficit        Total
- ----------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1999     -           -     4,000,200     $ 40,002     $ 402,438         $ (5,000)     $ (681,896)  $ (244,456)

Shares issued for cash                          2,199,000     $ 21,990    $1,405,760     $ (1,226,250)                   $ 201,500

Shares issued for services                        469,000     $  4,690     $ 464,310                                     $ 469,000

Net loss                                                                                                   $ (614,431)  $ (614,431)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2000        -           -     6,668,200       66,682     2,272,508       (1,231,250)     (1,296,327)    (188,387)
====================================================================================================================================

</TABLE>
                                              SEE ACCOMPANYING NOTES
<PAGE>
<TABLE>
<CAPTION>
                                         INTERSPACE ENTERPRISES, INC.
                                         (A Development Stage Company)
                                      Statement of Cash Flows (Unaudited)



                                                                              January 1, 1998
                                                                              (Inception of the
                                                                                Development
                                            Three Months       Three Months       Stage) to
                                               Ended              Ended           March 31,
                                           March 31, 2000     March 31, 1999        2000
<S>                                           <C>            <C>              <C>

Cash Flows From Operating Activities
Net Loss                                      $ (614,431)    (132,290)        $(192,801)

Adjustments to reconcile net income to
   Depreciation and amortization                                   55               308
   Stock issued for services                     469,000       97,500           100,000
   Changes in:
   Accounts payable                               23,255        1,759             1,759
   Accrued payroll liabilities                    19,978       (2,794)           16,047
                                               ---------     --------            -------

Net Cash Used Operating Activities              (101,706)     (35,770)          (74,687)

Cash Flows From Investing Activities
   Repayment of note receivable                        -        3,000                 -
   Loan Payable                                     (160)           -                 -
   Purchase of computer equipment                                                  (538)
                                               ---------     --------           -------

Net Cash Used in Investing Activities                           3,000              (538)

Cash Flows From Financing Activities
   Note payable                                   16,000       (8,000)            1,200
   Sale of common stock                          201,500       54,000           109,465
                                              ----------     --------           -------

Net Cash Used in Financing Activities            217,500       46,000           110,665

   Net Decrease in Cash                          115,634       13,230            35,440

 Cash, beginning of the year                     10, 223       22,210                 0

 Cash, June 30, 2000                          $  125,857       35,440         $  35,440
                                               =========     ========           =======

                             SEE ACCOMPANYING NOTES

</TABLE>
<PAGE>

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



NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  financial  statements  include  the  accounts  of
InterSpace Enterprises, Inc. (the "Company"). The financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting principles.

On April 17, 2000, the Company  completed a merger with its parent company.  The
accompanying  unaudited  financial  statements have been restated to reflect the
effect of the merger  from the  beginning  of the fiscal  year.  The  cumulative
figures also represent the aggregate figures of both companies since inception.

In the opinion of management, the unaudited interim financial statements for the
period ended March 31, 2000 are presented on a basis consistent with the audited
financial  statements  and reflect all  adjustments,  consisting  only of normal
recurring  accruals,  necessary  for fair  presentation  of the  results of such
period.

The  results  for the three  months  ended  March 31,  2000 are not  necessarily
indicative  of the  results of  operations  for the full year.  These  financial
statements  and  related  footnotes  should  be read  in  conjunction  with  the
financial  statements and footnotes thereto included in the Company's  financial
statements of the period ended August 31, 1999.

NOTE 2 - RELATED PARTY TRANSACTIONS

On March 31, 2000,  the Company  received  loans,  in the form of notes payable,
from stockholders in the amount of $16,000.  The notes payable are due September
30, 2000, with interest accruing at 10%.

NOTE 3 - SUBSEQUENT EVENTS

On April 17,  2000,  the Company  completed  a  statutory  merger of the Parent,
InterSpace  Enterprises,  Inc.,  a Delaware  corporation,  and its wholly  owned
subsidiary,  Marathon  Marketing  Corp., a Colorado  corporation,  with Marathon
Marketing  Corp.  being  the  survivor,  but  changing  its  name to  InterSpace
Enterprises,  Inc. The merger was completed via a share-for-share exchange, with
all acquired shares being retired by virtue of the merger.

<PAGE>

ITEM 2.

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

RESULTS OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000 COMPARED
TO THE SAME PERIOD IN 1999.

     The Company continued  development of its business model during the quarter
ended March 31,  2000,  thus no revenues  were  achieved.  The Company  incurred
operating  expenses for the three month  period of $132,234 in 1999  compared to
$614,431 in the same period in 2000.  The Company  recorded a net operating loss
of $(132,234)  for the 1999 period as compared to ($614,431) for the same period
in fiscal year 2000.

     The Company losses will continue  until business 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 loss per share for the
1999 fiscal  quarter was  ($0.03)  compared to ($0.08) in the fiscal  quarter of
2000.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash  capital of  $131,808  and $6,839 in fixed  assets for
total assets of $138,647 at the end of the period. The Company will be forced to
make private  placements of stock in order to fund  operations  continuance.  No
assurance exists as to the ability to make private placements of stock. At March
31, 2000, it had no accounts receivable.  The Company has current liabilities of
$319,003 which exceed current assets by approximately $180,356.

<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 March 31, 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: September 8, 2000

                                          INTERSPACE ENTERPRISES, INC.



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