Commonwealth of Pennsylvania Department of Banking and Securities v. DHJH Holdings, LLC

# COMMONWEALTH OF PENNSYLVANIA
## DEPARTMENT OF BANKING AND SECURITIES

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### COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND  
SECURITIES, BUREAU OF SECURITIES  
COMPLIANCE AND EXAMINATIONS  
v.  
DHJH HOLDINGS, LLC  

Docket No. 220012 (SEC-OSC)

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## NOTICE OF RIGHT TO APPEAL

You have the right to appeal the attached Final Order issued by the Commonwealth of Pennsylvania, Banking and Securities Commission. (“Commission”)

If you wish to appeal this Final Order, you may file a petition for review with the Commonwealth Court of Pennsylvania that complies with the format and timing requirements of Chapter 15 of the Pennsylvania Rules of Appellate Procedure. Pa.R.A.P. 1511-1561. Failure to file a petition for review within 30 days of the mailing date of this Order will result in this Final Order becoming final and unappealable. The telephone number for the Commonwealth Court is 717-255-1650.

All Commonwealth Court filings must be made with the Court’s filing office in Harrisburg. Filing must be made in person, by mail as provided by general rules, or electronically via the PACFile appellate court electronic filing system. The address of the Court is as follows:

Pennsylvania Judicial Center  
601 Commonwealth Ave.  
Suite 2100  
P.O. Box 69185  
Harrisburg, PA 17106

A party may submit a request to the Commission for rehearing or reconsideration no later than fifteen (15) days after the decision mailing date in accordance with section 35.241 of the General Rules of Administrative Practice and Procedure. 1 Pa. Code § 35.241. However, submitting a reconsideration request does not extend the time limit for filing a petition for review with the Commonwealth Court.

You may wish to consult an attorney regarding your legal rights.

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# COMMONWEALTH OF PENNSYLVANIA
## DEPARTMENT OF BANKING AND SECURITIES

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### COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND  
SECURITIES, BUREAU OF SECURITIES  
COMPLIANCE AND EXAMINATIONS  
v.  
DHJH HOLDINGS, LLC  

Docket No. 220012 (SEC-OSC)

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## FINAL ORDER

AND NOW, upon review of the attached Consent Agreement and Order (“CAO”) proposed by the parties in this matter as a final resolution of litigation, and pursuant to the final adjudication authority granted it under Section 1122-A of the Department of Banking and Securities Code, 71 P.S. § 733-1122-A, the Pennsylvania Banking and Securities Commission APPROVES the CAO as proposed. Among other things, the CAO calls for DHJH Holdings, LLC to pay an administrative assessment in the total amount of $7,500.

BY ORDER OF THE COMMISSION:

Redacted  
James R. Biery  
Chairman  
Pennsylvania Banking and Securities Commission

So ORDERED this 30th day of November 2023

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# COMMONWEALTH OF PENNSYLVANIA
## DEPARTMENT OF BANKING AND SECURITIES

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### COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND  
SECURITIES, BUREAU OF SECURITIES  
COMPLIANCE AND EXAMINATIONS  
v.  
DHJH HOLDINGS, LLC  
DOUGLAS Q. HOLMES¹  

Docket No. 220012 (SEC-OSC)

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## CONSENT AGREEMENT AND ORDER

The Commonwealth of Pennsylvania, acting through the Department of Banking and Securities (“Department”), Bureau of Securities Compliance and Examinations (“Bureau”), has conducted an investigation of the business practices of DHJH Holdings, LLC (“DHJH”). Based on the results of its investigation, the Bureau has concluded that DHJH has operated in violation of the Pennsylvania Securities Act of 1972, 70 P.S. § 1-101 et seq. (“1972 Act”). DHJH, in lieu of litigation, and without admitting or denying the allegations contained herein, and intending to be legally bound, hereby agrees to the terms of this Consent Agreement and Order (“Order”).

### BACKGROUND

1. The Department is the Commonwealth of Pennsylvania’s administrative agency authorized and empowered to administer and enforce the 1972 Act.

2. The Bureau is primarily responsible for administering and enforcing the 1972 Act for the Department.

3. DHJH, was, at all times material herein, an Ohio limited liability company with a principal place of business located at Redacted

¹ This Consent Agreement and Order is only applicable to DHJH Holdings, LLC

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4. Blume Honey Water, LLC (“Blume”) was, at all times material herein, a Pennsylvania entity purportedly engaged in the business of producing a honey-infused water beverage to be sold through retail distributors.

5. At all times material herein, Blume offered for sale units of Preferred A, Preferred B, Common and Common Special Investment Units (“Units”) to investors.

6. The Units described in Paragraph 5 above are “securities” within the meaning of Section 102 (t) of the 1972 Act, 70 P.S. § 1-102 (t).

7. In or about September of 2017, DHJH entered into written agreements (“Agreements”) with Blume and agreed to perform services for Blume in exchange for compensation. The Agreements stated that DHJH acted as a consultant to Blume, and that DHJH was to “provide other services as requested” for purposes of accelerating Blume’s growth.

8. DHJH was engaged in the business of effecting or attempting to effect the purchase or sale of Units in Pennsylvania.

9. DHJH was a “broker-dealer” within the meaning of Section 102 (e) of the 1972 Act, 70 P.S. § 1-102 (e).

10. DHJH was neither registered pursuant to Section 301(a) of the 1972 Act, 70 P.S. § 301 (a), nor exempt from registration.

### VIOLATION

11. By engaging in the acts and conduct set forth in paragraphs 3 through 10 above, DHJH effected transactions in securities in Pennsylvania while neither registered nor exempt from registration in violation of Section 301 (a) of the 1972 Act, 70 P.S. § 1-301.

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## RELIEF

12. Within 30 days of the Effective Date of this Order, as defined in Paragraph 20, below, DHJH shall pay the Department an administrative assessment in the amount of $7,500. Payment shall be made by certified check or money order made payable to the “Department of Banking and Securities” and shall be mailed or delivered, in person, to the Bureau of Securities Compliance and Examinations located at 17 N, Second Street, Suite 1300, Harrisburg, PA 17101.

13. DHJH is ORDERED to comply with the 1972 Act, and Regulations adopted by the Department, an in particular Section 301 (a), 70 P.S. § 1-301 (a).

14. Should DHJH fail to pay the assessment as set forth in Paragraph 12, above, the sanctions set forth elsewhere in the Order shall continue in full force and effect until full payment is made. However, this provision shall not be construed as affording DHJH the option of either paying the assessment or being indefinitely subjected to sanctions.

15. Should DHJH fail to comply with any and all provisions of this Order, the Department may impose additional sanctions and costs and seek other appropriate relief subject to DHJH’s right to a hearing pursuant to the 1972 Act.

### FURTHER PROVISIONS

16. **Consent.** DHJH hereby knowingly, willingly, voluntarily and irrevocably consents to the entry of this Order pursuant to the Bureau’s authority under the 1972 Act and agrees that it understands all of the terms and conditions contained herein. DHJH, by voluntarily entering into this Order, waives any right to a hearing or appeal concerning the terms, conditions and/or penalties set forth in this Order.

17. **Entire Agreement.** This Order contains the entire agreement between the Department and DHJH. There are no other terms, obligations, covenants, representations, statements, conditions, or otherwise, of any kind whatsoever concerning this Order. This Order may be amended in writing by mutual agreement by the Department and DHJH.

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18. **Binding Nature.** The Department, DHJH, and all and appropriate the terms of this Order.

19. **Counsel.** This Order is entered into by the parties upon full opportunity for legal advice from legal counsel.

20. **Effectiveness.** DHJH hereby stipulates and agrees that the Order shall become effective on the date that the Pennsylvania Banking and Securities Commission approves the instant Order (“Effective Date”).

21. **Other Enforcement Action.**

(a) The Department reserves all of its rights, duties, and authority to enforce all statutes, rules and regulations under its jurisdiction against DHJH in the future regarding all matters not resolved by this Order.

(b) DHJH acknowledges and agrees that this Order is only binding upon the Department and not any other local, state or federal agency, department or office regarding matters within this Order.

22. **Authorization.** The parties below are authorized to execute this Order and legally bind their respective parties.

23. **Counterparts.** This Order may be executed in separate counterparts, by facsimile and by PDF.

24. **Titles.** The titles used to identify the paragraphs of this document are for the convenience of reference only and do not control the interpretation of this document.

25. **Finding.** The Department finds that it is necessary and appropriate in the public interest and for the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the 1972 Act to issue this Order.

WHEREFORE, in consideration of the foregoing, including the recital paragraphs, the Commonwealth of Pennsylvania, Department of Banking and Securities, Bureau of Securities

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Compliance and Examinations and DHJH Holdings, LLC intending to be legally bound do hereby execute this Consent Agreement and Order.

**FOR THE COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF BANKING AND SECURITIES, BUREAU OF SECURITIES COMPLIANCE AND EXAMINATIONS**

Redacted  
Eric Pistilli  
Deputy Secretary for Securities  
Date: 11/20/2023

**DHJH HOLDINGS, LLC**

Redacted  
(Officer Signature)  
John Hollister  
(Print Officer’s Name)  
Managing Director  
(Title)  
Date: 9/24/2023

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# COMMONWEALTH OF PENNSYLVANIA
## DEPARTMENT OF BANKING AND SECURITIES

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### COMMONWEALTH OF PENNSYLVANIA  
DEPARTMENT OF BANKING AND  
SECURITIES, BUREAU OF SECURITIES  
COMPLIANCE AND EXAMINATIONS  
v.  
DHJH HOLDINGS, LLC  

Docket No. 220012 (SEC-OSC)

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## CERTIFICATE OF SERVICE

On behalf of the agency, I certify that I have this day caused to be served a copy of the foregoing Final Order upon the following persons pursuant to 1 Pa. Code § 33.31:

### BY CERTIFIED MAIL, E-MAIL, AND FIRST-CLASS MAIL:

Donald M. Lund, Esq.  
Lund Metcalfe, LLC  
1900 Main Street, Suite 257  
Canonsburg, PA 15317  
Phone: 724-230-4901  
E-mail: dlund@lundmetcalfe.com  
Counsel for DHJH Holdings, LLC

### VIA HAND DELIVERY:

Seamus Dubbs, Deputy Chief Counsel  
Department of Banking and Securities  
17 North Second Street, Suite 1300  
Harrisburg, PA 17101  
Phone: 717-214-6218  
E-mail: sedubbs@pa.gov  
Counsel for Dep’t of Banking and Securities

Dated this 5th day of December 2023

Redacted  
Linnea Freeburg, Docket Clerk  
PA Banking and Securities Commission  
17 North Second Street, Suite 1300  
Harrisburg, PA 17101  
Telephone: 717-787-5783