Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.00M
2: EX-10.54 Lease Agreement by and Between Westwood Gateway Ii HTML 168K
LLC and the Company Dated October 14, 2013
3: EX-10.55 Patent Purchase Agreement by and Between Delphi HTML 193K
Technologies, Inc. and Loopback Technologies, Inc.
Dated October 31, 2013
4: EX-10.59 Amendment to the Patent Purchase Agreement by and HTML 84K
Between Delphi Technologies, Inc. and Loopback
Technologies, Inc. Dated December 16, 2013
5: EX-14.1 Code of Business Conduct and Ethics HTML 44K
6: EX-21.1 List of Subsidiaries HTML 24K
7: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 27K
to Section 302 of the Sarbanes-Oxley Act of 2002
8: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 27K
to Section 302 of the Sarbanes-Oxley Act of 2002
9: EX-32.1 Section 1350 Certification of the Chief Executive HTML 22K
Officer
10: EX-32.2 Section 1350 Certification of the Chief Financial HTML 22K
Officer
45: R1 Document and Entity Information HTML 48K
35: R2 Consolidated Balance Sheets HTML 98K
43: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
47: R4 Consolidated Statements of Operations HTML 94K
60: R5 Consolidated Statement of Comprehensive Loss HTML 33K
37: R6 Consolidated Statement of Changes in Stockholders HTML 96K
Equity
42: R7 Consolidated Statements of Cash Flows HTML 166K
32: R8 Organization and Description of Business HTML 57K
24: R9 Summary of Significant Accounting Policies HTML 85K
61: R10 Acquisition HTML 33K
49: R11 Discontinued Operations HTML 45K
48: R12 Intangible Assets HTML 37K
53: R13 Stockholders' Equity HTML 92K
54: R14 Commitments and Contingencies HTML 34K
52: R15 Income Taxes HTML 46K
55: R16 Subsequent Events HTML 24K
44: R17 Summary of Significant Accounting Policies HTML 143K
(Policies)
46: R18 Summary of Significant Accounting Policies HTML 43K
(Tables)
51: R19 Acquisition (Tables) HTML 30K
65: R20 Discontinued Operations (Tables) HTML 42K
57: R21 Intangible Assets (Tables) HTML 33K
39: R22 Stockholders' Equity (Tables) HTML 48K
50: R23 Commitments and Contingencies (Tables) HTML 27K
41: R24 Income Taxes (Tables) HTML 45K
21: R25 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 23K
Schedule of Fair Value Assets (Details)
58: R26 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - - HTML 37K
Schedule of Basic and Diluted Loss Per Share
(Details)
62: R27 ACQUISITION - Schedule of Business Acquisition Pro HTML 39K
Forma Information (Details)
28: R28 DISCONTINUED OPERATIONS - Schedule of Assets and HTML 33K
Liabilities (Details)
27: R29 DISCONTINUED OPERATIONS - Schedule Discontinued HTML 37K
Operations (Details)
30: R30 INTANGIBLE ASSETS - Schedule of Intangible Assets HTML 29K
(Details)
31: R31 INTANGIBLE ASSETS - Schedule of Amortization HTML 36K
Expense (Details)
33: R32 STOCKHOLDERS' EQUITY - Schedule of Outstanding HTML 61K
Warrants (Details)
20: R33 STOCKHOLDERS' EQUITY - Schedule of Outstanding HTML 64K
Options (Details)
56: R34 COMMITMENTS AND CONTINGENCIES - Schedule of Future HTML 34K
Lease Payments (Details)
38: R35 INCOME TAXES - Effective tax rate and statutory HTML 46K
federal rate (Details)
40: R36 INCOME TAXES - Effective tax rate and statutory HTML 40K
federal rate, percentage (Details)
23: R37 INCOME TAXES - Deferred tax asset (Details) HTML 28K
64: R38 Organization and Description of Business (Details HTML 75K
Narrative)
17: R39 Summary of Significant Accounting Policies HTML 34K
(Details Narrative)
34: R40 Acquisition (Details Narrative) HTML 42K
59: R41 Intangible Assets (Details Narrative) HTML 29K
22: R42 Stockholders' Equity (Details Narrative) HTML 145K
26: R43 Stockholders' Equity (Details Narrative 1) HTML 81K
29: R44 Stockholders' Equity (Details Narrative 2) HTML 95K
36: R45 Income Taxes (Details Narrative) HTML 25K
63: XML IDEA XML File -- Filing Summary XML 87K
18: EXCEL IDEA Workbook of Financial Reports XLSX 149K
25: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 676K
11: EX-101.INS XBRL Instance -- mara-20131231 XML 1.06M
13: EX-101.CAL XBRL Calculations -- mara-20131231_cal XML 128K
14: EX-101.DEF XBRL Definitions -- mara-20131231_def XML 356K
15: EX-101.LAB XBRL Labels -- mara-20131231_lab XML 883K
16: EX-101.PRE XBRL Presentations -- mara-20131231_pre XML 666K
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Marathon Patent Group, Inc. (the "Company") has adopted the following Code of Business Conduct and Ethics (this "Code") for directors, executive officers and employees of the Company. This Code is intended to focus the directors, executive officers and employees on areas of ethical risk, provide guidance to directors, executive officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director, executive officer and employee must comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors, executive officers and employees. Directors, executive officers and employees are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.
1. Maintain Fiduciary Duties.
Directors and executive officers must be loyal to the Company and must act at all times in the best interest of the Company and its shareholders and subordinate self-interest to the corporate and shareholder good. Directors and executive officers should never use their position to make a personal profit. Directors and executive officers must perform their duties in good faith, with sound business judgment and with the care of a prudent person.
2. Conflict of Interest.
A "conflict of' interest" occurs when the private interest of' a director, executive officer or employee interferes in any way, or appears to interfere, with the interests of the Company as a whole. Conflicts of interest also arise when a director, executive officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position as a director, executive officer or employee of the Company. Loans to, or guarantees of the obligations of a director, executive officer or employee or of a member of his or her family, may create conflicts of interest.
Directors and executive officers must avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Chairman of the Board.
This Code does not attempt to describe all possible conflicts of interest that could develop. Some of the more common conflicts from which directors and executive offices must refrain, however, are set out below.
·
Relationship of Company with third-parties. Directors, executive officers and employees may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
·
Compensation from non-Company sources. Directors, executive officers and employees may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
·
Gifts. Directors, executive officers and employees and members of their families may not offer, give or receive gifts from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the actions of a director as a member of the Board or the actions of an executive officer as an officer of the Company, or where acceptance of the gifts would create the appearance of a conflict of interest.
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3. Corporate Opportunities.
Directors, executive officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, executive officers and employees are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or the director's or executive officer's position; (b) using the Company's property, information, or position for personal gain, or (c) competing with the Company, directly or indirectly, for business opportunities, provided, however, if the Company's disinterested
directors determine that the Company will not pursue an opportunity that relates to the Company's business, a director, executive officer or employee may do so.
4. Confidentiality.
Directors, executive officers and employees must maintain the confidentiality of information entrusted to them by the Company or its customers, and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, executive officer or employee, except when disclosure is authorized or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.
5. Protection and Proper Use of Company Assets.
Directors, executive officers and employees must protect the Company's assets and ensure their efficient use. Theft, loss, misuse, carelessness and waste of' assets have a direct impact on the Company's profitability. Directors, executive officers and employees must not use Company time, employees, supplies, equipment, tools, buildings or other assets for personal benefit without prior authorization from the Chairman of the Audit Committee or as part of a compensation or expense reimbursement program available to all directors or executive officers.
6. Fair Dealing.
Directors, executive officers and employees shall deal fairly and directors and executive officers shall oversee fair dealing by employees and officers with the Company's directors, officers, employees, customers, suppliers and competitors. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of' material facts or any other unfair dealing practices.
7. Compliance with Laws, Rules and Regulations.
Directors and executive officers shall comply, and oversee compliance by employees, officers and other directors, with all laws, rules and regulations applicable to the Company, including insider-trading laws. Transactions in Company securities are to be governed by any Company policy relating to insider trading that may be in place.
8. Accuracy of Records.
The integrity, reliability and accuracy in all material respects of the Company's books, records and financial statements is fundamental to the Company's continued and future business success. No director, executive officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, executive officer, or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company. Similarly, executive officers and
employees who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company's books and records.
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9. Quality of Public Disclosures.
The Company is committed to providing its shareholders with information about its financial condition and results of operations as required by the securities laws of' the United States. It is the Company's policy that the reports and documents it files with or submits to the Securities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair, timely and understandable disclosure. Executive officers and employees who are responsible for these filings and disclosures, including the Company's principal executive, financial
and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled. The Company's senior management are primarily responsible for monitoring the Company's public disclosure.
10. Waivers and Amendments of the Code of Business Conduct and Ethics.
No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes without limitation, for purposes of this Code, the Company's principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board of Directors, and (ii) if applicable, such a waiver is promptly disclosed to the Company's shareholders in accordance with applicable United States securities laws and/or the rules and regulations of the exchange or system on which the Company's shares are traded or quoted, as the case may be.
Any waivers of this Code for the other employees may be made by the Board of Directors, or, if permitted, a committee thereof.
All amendments to this Code must be approved by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed to the Company's shareholders in accordance with applicable United States securities laws and/or the rules and regulations of the exchange or system on which the Company's shares are traded or quoted, as the case may be.
11. Encouraging the Reporting of any Illegal or Unethical Behavior.
Directors and executive officers should promote ethical behavior and take steps to ensure the Company (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules or regulations to appropriate personnel; and (c) informs employees that the Company will not permit retaliation for reports made in good faith.
Any executive officer or employee who in good faith reports a suspected violation under this Code by the Company, or its agents acting on behalf of the Company, or who in good faith raises issues or concerns regarding the Company's business or operations, may not be fired, demoted, reprimanded or otherwise harmed for, or because of, the reporting of the suspected violation, issues or concerns, regardless of whether the suspected violation involves the executive officer or employee, the executive officer's or employee's supervisor or senior management of the Company.
In addition, any executive officer or employee who in good faith reports a suspected violation under this Code, which the executive officer or employee reasonably believes constitutes a violation of a federal statute by the Company or its agents acting on behalf of the Company, to a federal regulatory or law enforcement agency, may not be reprimanded, discharged, demoted, suspended, threatened, harassed or in any manner discriminated against in the terms and conditions of the executive officer's or employee's employment for, or because of, the reporting of the suspected violation, regardless of whether the suspected violation involves the executive officer or employee, the executive officer's or employee's supervisor or senior management of the
Company.
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12. Communication of Code.
All directors, executive officers and employees will be supplied with a copy of this Code upon beginning service at the Company. Updates of this Code will be provided from time to time. A copy of this Code is also available to all directors, executive officers and employees by requesting one from the human resources department or by accessing the Company's website at http://www.marathonpg.com/.
13. Failure to Comply; Compliance Procedures.
A failure by any director or executive officer to comply with the laws or regulations governing the Company's business, this Code or any other Company policy or requirement may result in disciplinary action, and, if warranted, legal proceedings.
Directors and executive officers should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. The Chairman of our Audit Committee is currently William Rosellini and he can he reached by email at will@roselliniscientific.com. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of this Code.
