What changed in this filing

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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-24 · 199 added, 184 removed, 463 unchanged (45% of the section changed)

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even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, because of a material weakness

in our internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial

Reporting, our disclosure controls and procedures were not effective as of December 31, 2019.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and

procedures were effective as of December 31, 2020.

Management’s

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During our assessment of the effectiveness

of internal control over financial reporting as of December 31, 2019, management identified a material weakness with respect to

the financial reporting and close process, resulting from a lack of segregation of duties within accounting functions and evidence

of internal control over financial reporting as of December 31, 2020, management identified no material weaknesses with respect

to the financial reporting and close process, resulting from a lack of segregation of duties within accounting functions and evidence

of control review.

Accordingly, management concluded that our internal controls over financial reporting were not effective as

of December 31, 2019.

to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets

and the recording of transactions will be performed by separate individuals.

believe that the foregoing steps if implemented, will help remediate the material weakness identified above, and we will continue

to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

Due to the nature of this

material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements

which could be material to our annual or interim financial statements could occur that would not be prevented or detected.

Accordingly, management concluded that our internal controls over financial reporting were effective as of

December 31, 2020.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

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Executive Officer

Financial Officer and Director

Financial Officer

Operating Officer

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Brothers, Prudential Securities, and Paine Webber.

Lieberman - Chief Financial Officer and Director

David Lieberman, age 75, is a seasoned business executive with over 40 years of financial experience beginning with five years

as an accountant with Price Waterhouse.

He has extensive experience as a senior operational and financial executive serving both

multiple public and non-public companies.

Lieberman currently serves as the President of Cobra International and Lieberman

Financial Consulting where he acts as administrator for several investment groups.

Previously he served as CFO and Director for

MEDL Mobile Holdings, Inc., and CFO and Director of Datascension, Inc., a telephone market research company that provides both

outbound and inbound services to corporate customers, since January 2008 and a director of that company since 2006.

to 2007, he served as Chief Financial Officer of Dalrada Financial Corporation, a publicly traded payroll processing company based

in San Diego.

From 2003 to 2006, he was the Chief Financial Officer for John Goyak & Associates, Inc., a Las Vegas-based aerospace

consulting firm.

Lieberman attended the University of Cincinnati, where he received his B.A.

in Business, and is a licensed

CPA in the State of California.

Salzman - Chief Financial Officer

Simeon Salzman, age 40, has served as the Chief Financial Officer and Senior Vice President of the Las Vegas Monorail Company,

a private non-profit 501c(4) entity, since July 2018.

The Las Vegas Monorail Company operates a driverless monorail transit system

that carries approximately 4,600,000 passengers annually over a 3.9 mile elevated track.

Salzman was responsible for

overseeing all financial functions including audit, treasury and corporate finance.

In addition, he was responsible for internal

control compliance and management strategy.

to the Las Vegas Monorail Company and from May 2015 to July 2018, Mr.

Salzman served as the Chief Financial Officer for Wendoh

Media and Corner Bar Management for over three years.

Wendoh Media operated a weekly publication, a video editing entity, and

a digital advertising entity.

Corner Bar Management operates four different bars and restaurants in Downtown Las Vegas.

his previous experience as the Corporate Controller for various managed nightlife, lounges and restaurants at the most prestigious

Resort & Casinos on the Las Vegas Strip, Mr.

Salzman was able to parlay his skill set revitalizing the various food and beverage

establishments operated by Corner Bar Management in Downtown Las Vegas.

Through enhanced analytical reviews, budgeting, internal

control implementation and reducing overhead, Mr.

Salzman was able to save over $1.4 million in aggregate costs and generate EBITDA

of over 25% for eight consecutive quarters.

Salzman previously served as the Vice President of Programs and Secretary on the Board of Director’s for Financial Executives

International (FEI).

Financial Executives International connects senior-level financial executives by defining the profession,

exchanging ideas about best practices, educating members and others while working with the government to improve the general economy.

He also currently serves as the Treasurer on the Board of Directors of his local neighborhood HOA.

Salzman holds a Bachelor

of Science in Accounting and a Bachelor of Arts in Criminal Justice & Criminology from the University of Maryland, College

He is a Certified Public Accountant.

Crawford - Chief Operating Officer

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company boards of director, with deep technology industry operating expertise and strategic advisory services.

Rudolph - Director

Rudolph, age 69, has served as the President and Chief Executive Officer of the Edgehill Group since July 1995, a consulting firm

which provides financial management, operational expertise, strategic and tactical advice, project management and change management

In connection therewith, he served as a contract Chief Financial Officer of ConsejoSano, Inc., a Hispanic telehealth

provider, from May 2016 to July 2017;

as the Chief Financial Officer of Fullbottle Group, Inc., an online advertising agency,

from April 2014 to May 2017;

as a contract Chief Financial Officer and Chief Administrator Officer of Calaborate Inc., a mobile

app developer, from October 2013 to April 2014;

and as interim Chief Financial Officer and Chief Administrative Officer of a software

subsidiary company, Videro LLC and Videro, Inc from July 2011 to September 2015.

In addition, Mr.

Rudolph provided interim management

as CEO and CFO for several online businesses and firms.

From January 2001 until March 2016, Mr.

Rudolph co-founded and served

as Chief Financial Officer and Managing Member of Viking Asset Management, LLC, an SEC registered investment adviser (“RIA”)

where he was responsible for finance, operations, treasury, audit, tax, legal, compliance and investor relations for the funds

and the RIA and had direct management responsibility for 17 full time employees.

From November 1989 to June 1995, Mr.

was the managing director at Charles Schwab & Co., Inc., in San Francisco, California, during which he managed non-trading

functions for the Institutional Brokerage Division including sales/marketing, operations, compliance, financial planning/reporting

and research and managed 10 full time employees and a $4.5 million budget.

Rudolph attended Washington University in St.

MO, where he received his M.B.A.

in Finance/Marketing.

He received his B.S.

in Biochemistry from Purdue University in West Lafayette,

IN, and was a licensed FINRA registered investment advisor from April 2001 to March 2011.

Benz - Director

Benz, 60, is currently the Chief Executive Officer of Viking Asset Management, LLC, an asset and investment management company

which he founded in 2001.

From March 2015 until January 2019, Mr.

Benz served as a director of Fluent, Inc, a leading performance

marketing company.

Since March 26, 2018, Mr.

Benz has served as a director of Red Violet, a data analytics company.

2016 to May 2018, Mr.

Benz served as a director of Lilis Energy Inc., an onshore oil and natural gas exploration and production

From January 2012 until its merger with Lilis Energy Inc.

in June 2016, Mr.

Benz served as a director of Brushy Resources,

(formerly known as Starboard Resources, Inc.), an onshore oil and natural gas exploration and production company, and became

its Chairman on November 24, 2015.

From October 2014 to January 2018, Mr.

Benz served as a director of Usell.com, a technology

based online market place, and Mr.

Benz served as a director and Chairman of the Board of Optex Systems, Inc., a manufacturer

of optical systems for the defense industry from November 2014 to August 2018.

Benz earned a Bachelor of Business Administration

from the University of Notre Dame.

The Board of Directors believes Peter Benz is suited to be a director due to his longstanding

experience with public companies.

Berg - Director

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of California.

DeNuccio –

DeNuccio, age 61 is the Founder and General Partner of Wild West Capital LLC since 2012 where he focused on angel investments,

primarily in SAAS software start-ups.

brings to Marathon more than 25 years of experience as a chief executive, global sales leader, public and private board member,

and more than a dozen angel investments, managing and growing leading technology businesses.

He served in senior executive positions

with Verizon, Cisco Systems, Ericsson, Redback Networks, Wang Laboratories and Unisys Corporation.

of Business Conduct and Ethics

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Fred Thiel, Mr.

Michael Berg and Mr.

Michael Rudolph are “independent”

directors based on the definition of independence

in the listing standards of the NASDAQ Stock Market LLC (“NASDAQ”).

Michael Berg, Mr.

Peter Benz and Mr.

Kevin DeNuccio are “independent”

directors based on the definition

of independence in the listing standards of the NASDAQ Stock Market LLC (“NASDAQ”).

of the Board of Directors

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Michael Berg and Mr.

Michael Rudolph, with Mr.

Peter Benz, with Mr.

Michael Berg as Chairman.

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Nominating and Corporate Governance Committee members are currently Mr.

Fred Thiel, Mr.

Kevin DeNuccio, Mr.

Michael Berg and Mr.

Michael Rudolph,

Michael Rudolph as Chairman.

Peter Benz, with

DeNuccio as Chairman.

The Nominating and Corporate Governance Committee has the following responsibilities:

setting qualification standards for director nominees;

(b) identifying, considering and nominating candidates for membership on

applicable to the Company;

(d) implementing and overseeing a process for evaluating the Board, Board committees (including the

Committee) and overseeing the Board’s evaluation of the Chairman and Chief Executive Officer of the Company;

recommendations regarding the structure and composition of the Board and Board committees;

(f) advising the Board on corporate

governance matters and any related matters required by the federal securities laws;

and (g) assisting the Board in identifying

individuals qualified to become Board members;

recommending to the Board the director nominees for the next annual meeting of

shareholders;

and recommending to the Board director nominees to fill vacancies on the Board.

(a) setting qualification

standards for director nominees;

(b) identifying, considering and nominating candidates for membership on the Board;

recommending and evaluating corporate governance standards and a code of business conduct and ethics applicable to the Company;

(d) implementing and overseeing a process for evaluating the Board, Board committees (including the Committee) and overseeing

the Board’s evaluation of the Chairman and Chief Executive Officer of the Company;

(e) making recommendations regarding

the structure and composition of the Board and Board committees;

(f) advising the Board on corporate governance matters and any

related matters required by the federal securities laws;

and (g) assisting the Board in identifying individuals qualified to become

Board members;

recommending to the Board the director nominees for the next annual meeting of shareholders;

and recommending to

the Board director nominees to fill vacancies on the Board.

Nominating and Governance Committee Charter is available on the Company’s website at http://www.marathonpg.com/.

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Fred Thiel, Mr.

Michael Rudolph with Mr.

Kevin DeNuccio with Mr.

Fred Thiel as Chairman.

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Securities and Exchange Commission regulations to furnish our Company with copies of all Section 16(a) reports they file.

solely on our review of the copies of such reports received by us, and on written representations by our officers and directors

regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act and without conducting

any independent investigation of our own, we believe that with respect to the fiscal year ended December 31, 2019, our officers

and directors, and all of the persons known to us to beneficially own more than 10% of our common stock filed all required reports

on a timely basis.

Company does not report on compliance with Section 16(a).

EXECUTIVE COMPENSATION

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is set forth therein.

Plan Compensation

Deferred Earnings

Other Compensation

Name and Principal Position

Option Awards

Non-Equity Plan Compensation

Nonqualified Deferred Earnings

All Other Compensation

Merrick Okamoto (1)

David Lieberman (2)

CFO & Director

Former CFO & Director

James Crawford (3)

Doug Croxall (4)

Former CEO and Chairman

Francis Knuettel II

Former CFO & Secretary

Okamoto entered into a new employment agreement in October 11, 2018 which replaced his prior employment agreement.

Lieberman entered into a new employment agreement in October 15, 2018 which replaced his prior employment agreement.

Crawford entered into a new employment agreement in August 30, 2017 which replaced his prior employment agreement.

Croxall entered into a Retention Agreement on August 22, 2017, as amended, pursuant to which his employment with the Company

terminated on December 31, 2017.

Knuettel II entered into a Retention Agreement on August 30, 2017 which replaced his prior employment agreement, and his employment

with the Company was terminated on April 22, 2018.

Simeon Salzman (6)

Okamoto entered into a new employment agreement on January 1, 2021 which replaced his prior employment agreement.

Lieberman retired on October 19, 2020 terminating his employment with the Company.

Crawford entered into a new employment agreement on January 1, 2021 which replaced his prior employment agreement.

Salzman entered into an employment agreement on October 19, 2020 as the Chief Financial Officer.

October 11, 2018, we entered into a 2-year Employment Agreement, subject to successive one year extensions, with Merrick Okamoto,

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of the date of grant.

October 15, 2018, we entered into a 2-year Employment Agreement, subject to successive one year extensions, with David Lieberman,

pursuant to which Mr.

Lieberman will serve as the Chief Financial Officer of the Company.

Pursuant to the terms of the Lieberman

Agreement, Mr.

Lieberman shall receive a base salary at an annual base salary of $180,000 (subject to annual 3% cost of living

increase) and an annual bonus up to 100% of base salary as determined by the Compensation Committee or the Board.

As further consideration

Lieberman’s services, we agreed to issue Mr.

Lieberman 10-year stock options to purchase 50,000 shares of Common

Stock, with a strike price of $2.32 per share, vesting 50% on the date of grant and 25% on each 6 months anniversary of the date

October 19, 2020, the Company entered into an Executive Employment Agreement with Mr.

Salzman (the “Agreement”).

Agreement has a term of two years and automatically renews for successive one year terms unless either party provides notice of

nonrenewal at least 90 days prior to the end of the initial term or any renewal term.

Salzman’s annual base salary is

$200,000 with bonuses at the discretion of the Company’s Board of Directors.

Salzman may also receive a grant of restricted

stock units, and any such grant shall vest in four equal amounts on the date of grant and the three successive three month anniversaries

In the event of a change in control, all RSUs vest immediately.

Salzman received a signing bonus of $25,000 in lieu

of a base pay increase during the second year of the Agreement.

Salzman is entitled to 30 paid vacation days per year and

is entitled to participate in all Company benefit plans per standard Company policy.

any termination of the Agreement, Mr.

Salzman is entitled to compensation and reimbursement of expenses through the date of termination

as well as payment for any accrued and unpaid vacation days.

If the termination is other than for cause, Mr.

Salzman’s outstanding

RSUs shall immediately vest.

Upon a termination not for cause by the Company or by Mr.

Salzman with good reason or within 180

days of a change in control, he shall receive the greater of his remaining base salary for the remaining term of the Agreement

and 12 months base salary plus benefits.

The Agreement contains customary and usual definitions of termination for cause and good

Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback

Benefits”) shall be subject to “Clawback Rights”

during the period that the Executive is employed

by the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if

there is a restatement of any financial results from which any metrics were determined to be achieved which were the basis of

the granting and calculation of such Clawback Benefits to the Executive, the Executive agrees to repay any amounts which were

determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback

Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Company’s

financial information.

Directors’

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Option awards

Non-equity incentive plan compensation

Non-qualified deferred compensation earnings

All other compensation

plan compensation

Non-qualified

compensation earnings

David Lieberman

Edward Kovalik (1)

Michael Rudolph (1)

Christopher Robichaud (2)

Edward Kovalik resigned from all positions with the Company as a board member on June 28, 2018.

Christopher Robichaud resigned from all positions with the Company as a board member on June 28, 2018.

Rudolph resigned from all positions with the Company as a board member on December 13, 2020.

Grants of Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End

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and other awards are reserved for issuance as awards to employees, directors, consultants, advisors and other service providers.

On January 15, 2021, the number of shares available under the Plan was increased by 5,000,000.

of December 31, 2020, and within sixty (60) days thereafter, the following sets forth the option and stock awards to officers

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Option Awards

Number of securities underlying unexercised options (1)

Number of securities underlying unexercised options

Equity incentive plan awards:

Number of securities underlying unexercised unearned options

Option exercise price

Option expiration date

Number of shares of units of stock that have not vested

Market value of shares of units of stock that have not vested

Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested

Equity incentive plan awards:

Market or payout value of unearned shares, units or other rights that have not vested

of securities

(#) exercisable

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Merrick Okamoto

David Lieberman

James Crawford

Simeon Salzman

Committee Interlocks and Insider Participation

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following table sets forth certain information regarding beneficial ownership of our Common Stock as of March __, 2021:

(i) by each of our directors, (ii) by each of the named executive officers, (iii) by all of our executive officers and directors

as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our

outstanding shares.

each of our directors, (ii) by each of the named executive officers, (iii) by all of our executive officers and directors as a

group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding

As of March -, 2021, there were 98,803,068 shares of our common stock outstanding.

Amount and Nature of Beneficial

Ownership as of March 23, 2020

Amount and Nature of Beneficial Ownership as of March __, 2021

Name of Beneficial Owner

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Merrick Okamoto (1)

David Lieberman (2)

Simeon Salzman

James Crawford (Chief Operating Officer)

Fred Thiel (4)

Michael Berg)

Michael Rudolph (6)

All Directors and Executive Officers (six persons)

Represents options to purchase 1,250,000 shares of Common Stock at an exercise price of $2.32 per share.

Represents options to purchase 50,000 shares of Common Stock at an exercise price of $2.32 per share and 25,000 shares of Common

Stock at an exercise price of $2.04 per share.

Represents options to purchase (i) 5,000 shares of Common Stock at an exercise price of $102.4 per share, (ii) 2,188 shares of

Common Stock at an exercise price of $29,76 per share, (iii) 1,875 shares of Common Stock at an exercise price of $66.64 per share, (iv) 25,000 shares of Common Stock at an exercise price of $2.32 per share and (v) 12,500 shares of Common Stock at an exercise

price of $2.04 per share.

Represents options to purchase 12,500 shares of Common Stock at an exercise price of $2.32 per share and 25,000 shares of Common

Stock at an exercise price of $2.04 per share.

Represents options to purchase 12,500 shares of Common Stock at an exercise price of $2.32 per share and 50,000 shares of Common

Stock at an exercise price of $2.04 per share.

Represents options to purchase 12,500 shares of Common Stock at an exercise price of $2.32 per share and 50,000 shares of Common

Stock at an exercise price of $2.04 per share.

Kevin DeNuccio

All Directors and Executive Officers (seven persons)

Represents RSUs that have vested pursuant to Mr.

Okamoto’s compensation agreement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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review of our quarterly financial statements and review of the Company’s registration statements and other filings.

Tax fees consist of fees billed for professional services related to the preparation of our U.S.

federal and state income

tax returns and tax advice.

All other fees consist of fees for other miscellaneous items, including fees related to registrations

All services provided by the Company’s independent auditor were approved by the Company’s audit commit.

fees consist of fees billed for professional services related to the preparation of our U.S.

federal and state income tax returns

and tax advice.

other fees consist of fees for other miscellaneous items, including fees related to registrations statements.

services provided by the Company’s independent auditor were approved by the Company’s Audit Commitee.

policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.

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Our Audit Committee approved all services that our independent accountants provided to us in the past two fiscal years.

EXHIBITS [to be updated]

following exhibits are filed as part of this Annual Report on Form 10-K.

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Form of proposed Certificate of Designation of Preferences, Rights and Limitations of 0% Series E-1 Convertible Preferred Stock.

Form of Underwriter’s Warrant (51)

Form of Underwriter’s Warrant (59)

Form of Unit Purchase Agreement dated as of August 14, 2017.

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Asset Purchase Agreement with SelectGreen, Ltd., dated August 2019 (50)

Code of Business Conduct and Ethics (43)

of Lockup Agreement (51)

of At the Market Agreement (52)

Sales and Purchase Agreement between the Company and Bitmain (53)

Employment Agreement between the Company and Simeon Salzman (54)

and Purchase Agreement between the Company and Bitmain (55)

and Purchase Agreement between the Company and Bitmain (56)

of At the Market Agreement (57)

and Purchase Agreement between the Company and Bitmain (58)

of Business Conduct and Ethics (43)

SingerLewak LLP letter to the Securities and Exchange Commission.

Letter from BDO USA, LLP dated November 30, 2017.

Consent of RBSM LLP.*

Auditor consents

Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002*

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filed as Exhibit 10.2 to Current Report on Form 8-K filed on October 16, 2018 and incorporated herein by reference.

Previously filed as Exhibit 3.1 to Current Report

on Form 8-K filed on April 8, 2019 and incorporated herein by reference.

Previously filed as Exhibit 10.1 to Current Report

on Form 8-K filed on July 19, 2019 and incorporated herein by reference.

Previously filed as Exhibit 10.1 to Current report

on Form 8-K filed on August 29, 2019 and incorporated herein by reference.

filed as Exhibit 3.1 to Current Report on Form 8-K filed on April 8, 2019 and incorporated herein by reference.

filed as Exhibit 10.1 to Current Report on Form 8-K filed on July 19, 2019 and incorporated herein by reference.

filed as Exhibit 10.1 to Current report on Form 8-K filed on August 29, 2019 and incorporated herein by reference.

Previously filed as Exhibit 4.1 to S-1/A

filed on July 23, 2020

Previously filed as Exhibit 10.1 to S-3 filed

on August 6, 2020