WHEREAS, the Banking Commissioner (the “Commissioner”) is responsible for administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the “Regulations”) promulgated under the Act;

WHEREAS, Ocean Cross Capital Markets LLC (“Ocean Cross Capital”) of One Gorham Island, Suite 302, Westport, Connecticut 06880 has been registered as a broker-dealer under the Act since August 16, 2011;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (the “Division”) of the Department of Banking has conducted an examination of Ocean Cross Capital’s records pursuant to Section 36b-14(d) of the Act and Section 36b-31-14f of the Regulations, and a related investigation under Section 36b-26 of the Act to determine whether Ocean Cross Capital had violated, was violating or was about to violate any provision of the Act or any regulation or order under the Act;

WHEREAS, the Commissioner, as a result of such examination and investigation, alleges that Ocean Cross Capital 1) failed to fulfill its obligation to facilitate the examination within the meaning of Section 36b-31-14f(b)(4) of the Regulations; 2) employed an unregistered broker-dealer agent in contravention of Section 36b-6(b) of the Act; and 3) in contravention of Section 36b-16 of the Act, offered and sold common stock of Bizzingo, Inc. f/k/a Phreadz, Inc. and f/k/a Atwood Minerals & Mining Corp., a Nevada corporation, to at least one investor at a time when such securities were not registered under Sections 36b-17, 36b-18 or 36b-19 of the Act nor the subject of an exemptive claim or claim of covered security status under Section 36b-21 of the Act;

WHEREAS, the Division has since received a curative Rule 506 notice filing and associated fee pursuant to Section 36b-21(e) of the Act for the offering of Bizzingo, Inc. securities;

WHEREAS, the foregoing allegations, if proven, would support the initiation of 1) administrative proceedings under Sections 36b-15(a)(2)(B) and 36b-15(a)(2)(L) of the Act to revoke or suspend Ocean Cross Capital’s broker-dealer registration under the Act or to restrict or condition Ocean Cross Capital’s securities activities in this state; and/or 2) administrative proceedings seeking the entry of an order to cease and desist and/or the imposition of an administrative fine under Section 36b-27 of the Act;

WHEREAS, Ocean Cross Capital acknowledges, through its execution of this Stipulation and Agreement, that it has an obligation under Section 36b-14(d) of the Act to keep its records open to examination by the Commissioner and a duty under Section 36b-31-14f of the Regulations to furnish access to all areas of its securities operations conducted on or off its premises and to otherwise facilitate any examination of its operations conducted by the Commissioner;

WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS, Ocean Cross Capital desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against Ocean Cross Capital, its members, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;

AND WHEREAS, Ocean Cross Capital, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;

NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.

I, William Edward Schloth, state on behalf of Ocean Cross Capital Markets LLC, that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Ocean Cross Capital Markets LLC and that Ocean Cross Capital Markets LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

On this 28 day of June 2013, personally appeared William Edward Schloth, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Ocean Cross Capital Markets LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.

_____/s/________________________
Notary Public
My Commission Expires:  10-31-2014

Administrative Orders and Settlements