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					Re:                Zante, Inc.
d.b.a              Sophia’s
Premises:          81 Clinton Street
City/Town:         Shrewsbury, MA 01545
License:           AA Restaurant
Heard:             September 26, 2007

                                                 DECISION

           A Commission hearing was held to determine whether Zante, Inc. d.b.a. Sophia’s
violated: (1) 204 CMR 2.05 (2)- Permitting an illegality on the licensed premises, to wit: Ch.138 §23-
Transfer of the privilege of a license without proper approval; (2) 204 CMR 2.05 (2)- Permitting an
illegality on the licensed premises, to wit: Ch. 138 §15A- Failure to disclose all person who have a direct or
indirect financial beneficial interest in said license; (3) 204 CMR 2.05 (2)- Permitting an illegality on the
licensed premises, to wit: Ch. 138 §26- Issuance of license and permit to aliens; appointment of local
manager or principal representative by foreign corporations; and, (4) 204 CMR 2.01 (8)- All applicants
shall be made under the penalties of perjury and any false statement contained in any application shall be a
cause or ground for refusing to grant the license or permit or for suspending, canceling or revoking a license or
permit already granted.

        Investigators Rose Egan-Bailey and Caroline Guarino-Wilichoski entered their
violation report (Exhibit 17), which included the details of each violation and an overview of
the history of the license since first applied for in 2001.

        Based on the evidence presented during the hearing, the Commission finds the
following facts and makes the following rulings of law.

         The Investigators’ report states with regard to the alleged violation of M.G.L. Ch.
138 §23- Transfer of the privilege of a license without proper approval that on March 1,
2007 Investigators entered Zante, Inc. to inspect its business operations. They asked the
bartender if the owner or manager was available. The bartender told them John was in New
Jersey and would be back at 9:00 p.m. The Investigators reviewed the posted license which
indicated the manager was Andreas Tsukalas. The bartender stated Andreas Tsukalas was an
owner as well. She also stated John, the owner and manager, has another name, but they
refer to him as John because his real name is too difficult to say. Mr. Law, another employee
told Investigators John’s real name was Ioannis Melitas and the John and Andreas Tsukalas
were both in New Jersey.
         Investigator Guarino-Wilichoski spoke with Mr. Law, another employee, who stated
he was a friend of John the owner and manager of Sophie’s. He stated that John’s name was
in fact Ioannis Melitas. He also stated that both John and Andreas Tsukalas were both in
New Jersey.

        On March 30, 2007, A.B.C.C. Investigators returned to Zante, Inc. along with
detectives from the Shrewsbury Police Department and served a demand notice (Exhibit 7)
to the manager on duty. The manager, James Larson, told them he did not know where
John also known as Ioannis Melitas was but contacted Andreas Tsukalas on his cell phone.
Investigator Wilichoski notified him a demand notice had been served, asked and was given
permission to investigate the licensed premises, as well as ask questions of employees
working that evening. Mr. Larson told the Investigators employees were paid by check by
John also known as Ioannis Melitas.

        During their investigation of the licensed premises the investigators found numerous
documents (Exhibits 8A through 8N), which indicated ownership by John Melitas, Andreas
Tsukalas, Alfonso Bedoya and Ioannis Melitas. Investigators spoke with wholesalers who
indicated they had been dealing with a man named John who approved orders and made
payments for Zante, Inc.

         The documents (Exhibits 8A through 8N) that indicated ownership in someone
other than Andreas Tsukalas included insurance certificates, credit applications, lines of
credit, IRS summons and payroll accounts. These documents included, but were not
limited to, the following:

1.      Insurance Innovators Agency of New England, certificate of insurance for Zante,
Inc. c/o John Melitas/Andres Tsukalas, 8 Clinton Street, Shrewsbury, MA with an inception
date of 8//01 an expiration of 8/1/02.

2.     Advanceme, Inc., merchant line of credit agreement with Zante, Inc., d.b.a. Sophie’s
of 81 Clinton Street, Shrewsbury, MA. Signed by Andrea Tsukalas as guarantor and Alfonso
Bedoya as clerk dated October 22, 2002.

3.     Idine Restaurant Group, Inc., credit application submitted by Zante, Inc., d.b.a.
Sophie’s Restaurant of 81, Clinton Street, Shrewsbury, MA, signed and duly authorized by
Bedoya, Alfonso on 1/16/03.

4.     Rapidpay pre-approval application submitted by Zante, Inc., d.b.a. Sophie’s
Restaurant, 81 Clinton Street., Shrewsbury, MA signed by principal Alfonso Bedoya on
1/21/04.

5.    Rapidpay Contract with Zante, Inc., d.b.a. Sophie’s Restaurant, 81 Clinton Street,
Shrewsbury, MA signed by president/owner Alfonso Bedoya on 2/10/04.

6.    Nova Information Systems (agent for merchant), Merchant Billing Statement, dated
10/29/04, addressed to Sophie’s Restaurant, Attn: Alfonso Bedoya; 81 Clinton Street,
Shrewsbury, MA.



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7.     The Commission of Internal Revenue- Summons- in the matter of Zante, Inc. 81
Clinton Street, Shrewsbury, MA addressed to John Melitas as Treasurer of Zante, Inc. dated
3/6/06.

8.     Sterling Payment Technologies, LLC Food and Beverage Financing.com- funding
agreement and credit card processing agreement addressed to Alfonso Bedoya, Sophie’s
Restaurant, 81 Clinton Street, Shrewsbury, MA signed by Alfonso Bedoya, President, dated
11/3/06.

9.      Flagship Bank payroll account statement of 11/30/06 for Zante, Inc., d.b.a. Sophie’s
Restaurant, 81 Clinton Street, Shrewsbury, MA indicated Ioannis Melitas as the only
signature for all transactions on this account.

10.     Flagship Bank payroll account statement of 1/31/07 for Zante, Inc., d.b.a. Sophie’s
Restaurant, 81 Clinton Street, Shrewsbury, MA indicated Ioannis Melitas as the only
signature for all transactions on this account.

         The information obtained from face to face interviews, telephone interviews as well
as documentation gathered during this investigation persuaded the Commission that Ioannis
Melitas, a.k.a., John Melitas, Alfonso Bedoya is a signatory on payroll accounts, lines of
credit, ordering and payment of alcoholic beverages for Zante, Inc., d.b.a., Sophie’s, that
proves operational control of the corporation and the license.

       During the investigation of March 30, 2007 the investigators also found further
documentation: 1) Certificate of Change of Directors or Officers, M.G.L. Ch.156B §53,
dated August 7, 2002 and 2) corporate minutes dated August 6, 2002, Andreas Tsoukalas as
President of Zante, Inc. appointing Alfonso Bedoeya dated august 7, 2002 as clerk of the
corporation. Approval of the local licensing authority and the Commission for this change
in corporate structure was never sought or received as required.

        Upon further investigation a Certificate of Change of Directors or Officers was filed
with the Secretary of States Office on June 28, 2006 replacing Andreas Tsukalas as president
of Zante, Inc., d.b.a. Sophie’s Restaurant and appointing Ioannis Melitas as president.
Approval of the local licensing authority and the Commission for this change in corporate
structure was never sought or received as required.

         With regards to the alleged violations of Ch. 138 §15A- Failure to disclose all person who
have a direct or indirect financial beneficial interest in said license, Ch. 138 §26- Issuance of license and
permit to aliens; appointment of local manager or principal representative by foreign corporations, and 204
CMR 2.01 (8)- All applicants shall be made under the penalties of perjury and any false statement
contained in any application shall be a cause or ground for refusing to grant the license or permit or for
suspending, canceling or revoking a license or permit already granted, the Commission finds that the
report details discrepancies in Zante’s applications with the A.B.C.C. and the local licensing
authority. On 3 occasions the license holder filed applications with the A.B.C.C. and the
local board. In these 3 applications, the licensee failed to indicate any change in manager or
corporate structure and failed to disclose that Alfonso Bedoya, Ioannis Melitas or John
Melitas as having direct or indirect beneficial interest in the license (Exhibit 10).



                                                      3
        During the March 30th inspection of the premises, the Investigators found a
Certificate of Change of Directors dated August 7, 2002 and corporate minutes dated
August 6, 2002, which indicated Andreas Tsukalas appointed Alfonso Bedoya as clerk of the
corporation (Exhibit 11). This change in corporate structure was never disclosed to or
approved by the local licensing authority or the Commission.

        A Certificate of Change of Directors or Officers was found to be filed with the
Secretary of State’s Office on June 28, 2006 replacing Andreas Tsukalas as president of
Zante, Inc. and replacing him with Ioannis Melitas as president (Exhibit 12). This change of
corporate structure was never applied for with the A.B.C.C.

                                         Discussion

        A motion to suppress the evidence was filed by the licensee. The challenge was two
pronged. The first aspect claims the Investigators entered a private dwelling at 81 Clinton
Street and retrieved evidence there. However the evidence was not contradicted that that
the apartment at that address is listed as part of the licensed premise and therefore the
Investigators have the authority to inspect the area. See M.G.L. c. 138, §§ 56, 63, 63A. The
second aspect of the argument was that the Investigators were working at the request of
another law enforcement agency and therefore exceeded the scope of their investigative
authority holds no water. The A.B.C.C. Investigators enter premises daily on information
received by citizens, former employees, competitors, wholesalers and law enforcement
agencies. The actions of the Investigators in this instance were consistent, proper and in
accordance with their normal procedure. See M.G.L. c. 138, §§ 56, 63, 63A. Therefore the
motion to suppress evidence seized or from hearing the testimony of Investigators Rose
Egan-Bailey and Caroline Guarino-Wilichoski is denied. See Kelly v. Civil Service Commission,
427 Mass. 75, 76 (1998).

       The Commission will discuss the alleged violations as follows.

1. 204 C.M.R. 2.05(2), permitting an illegality on the licensed premises, to wit: General
Laws Chapter 138, § 26, Operating Without Approved Manager. The Licensee did not deny
that they failed to have an approved manager overseeing operations on the licensed premises
for a substantial period of time. General Laws chapter 138, § 26 obligates a corporation that
holds a license, such as Zante, Inc. to appoint an individual as a license manager who

       shall have vested in him by properly authorized and executed written delegation as
       full authority and control of the premises, described in the license of such
       corporation, and of the conduct of all business therein relative to alcoholic beverages
       as the licensee itself could in any way have and exercise if it were a natural person
       resident in the commonwealth.

The Appeals Court has held that “[t]he statute [M.G.L. c. 138, § 26] does not contain any
scienter requirement. … the licensee did nothing for over a year to bring the matter to the
commission's attention and proceeded during that interval to serve liquor without a proper
manager. That conduct is prohibited by the statute.” Howard Johnson Company v. Alcoholic
Beverages Control Commission, 24 Mass.App.Ct. 487, 494, 510 N.E.2d 293, 298 (1987). The
Appeals Court has also reviewed the obligation to have a license manager and the


                                              4
significance of failing to comply with this obligation in the case of BAA Massachusetts, Inc. v.
Alcoholic Beverages Control Com'n 49 Mass.App.Ct. 839, 733 N.E.2d 564 (2000).

         In BAA Massachusetts, the Appeals Court upheld the Commission’s termination of a
license issued pursuant to M.G.L. c. 138, § 15. The termination was based on facts
described by the Appeals Court to include the facts that

        [t]he license manager was interviewed on February 3, 1997. She admitted that she
        had not been to the licensed premises since early December, 1996, and that the
        premises were not open for business a minimum of thirty-five hours per week.

        The commission found that the license manager did not know, or was not sure of,
        any of the following pieces of information: who pays for the transportation of the
        alcoholic beverages from BAA Massachusetts to the licensed express company used
        by BAA Massachusetts to make its deliveries to its Massachusetts consumers; who
        pays for deliveries of alcoholic beverages to BAA Massachusetts; how BAA
        Massachusetts receives payment for the product it sells; how a Massachusetts
        consumer places an order to purchase alcoholic beverages with BAA Massachusetts;
        or who pays her for her work at BAA Massachusetts. The commission found that
        there was no credible effort to rehabilitate the license manager, or to mitigate the
        effect of her testimony.

        On these subsidiary findings, for which there was substantial evidence, the
        commission justifiably concluded that BAA Massachusetts had ceased to conduct its
        licensed business in Massachusetts.

BAA Massachusetts, Inc. v. Alcoholic Beverages Control Com'n 49 Mass.App.Ct. 839, 848, 733
N.E.2d 564, 571 (2000).

         The Commission finds that the only individual approved to be the license manager
for this licensee Zante, Inc. admitted that he was not the license manager for the period of
time control was surrendered to another. The Commission finds that Zante, Inc. violated
Chapter 138, § 26, operating without approved manager, Andreas Tsukalas.

2. 204 C.M.R. 2.05(2), permitting an illegality on the licensed premises, to wit: General
Laws Chapter 138, § 23, Transferring Privilege of license without approval. The licensee was
charged with this offense based on the activities with Ionnais Melitas a.k.a. John Melitas
individuals.

        Implicit in the transfer of a license is the surrender of control. A “transfer of a
business takes place when the person introduced to it runs the business for his own
account.” Griffin's Brant Rock Package Store, Inc. v. Alcoholic Beverages Control Commission, 12
Mass.App.Ct. 768, 771, 429 N.E.2d 62, 65 (1981). The Commission is instructed by the
cases of Cleary v. Cardullo's, Inc., 347 Mass. 337, 346-350, 198 N.E.2d 281 (1964) and Number
Three Lounge, Inc. v. Alcoholic Beverages Control Commn., 7 Mass.App. 301, 304-308, 387 N.E.2d
181 (1979). As characterized by the Appeals Court in the Griffin’s Brant Rock case, “[i]n
Cleary, the purported principal contributed no financial resources and was wholly dependent
on his father and corporations controlled by his father.” Griffin's Brant Rock Package Store,


                                                5
Inc., 12 Mass.App.Ct. at 773, 429 N.E.2d at 65, and “[i]n Number Three Lounge, there was
evidence that a son-in-law of a person who had been refused a license was substituted as an
applicant, but the substitution lacked all economic substance. Griffin's Brant Rock Package
Store, Inc., 12 Mass.App.Ct. at 773-774, 429 N.E.2d at 66.

        The Commission is convinced by satisfactory proof and finds that there was a
transfer of license to the Ionnais Melitas a.k.a. John Melitas identified by the investigators in
violation of M.G.L. c.138, §23 without first obtaining permission from local board and the
ABCC as required by statute. The following documents were found to be persuasive
evidence: Exhibits 8A through 8N as identified above. The Commission is furthermore
persuaded that there was a transfer of the privilege of a license without proper approval by
the aforementioned documents and Mr. Tsukalas’ statements and admissions to the
investigators as proved by the exhibits and testimony before the Commission.

3. 204 C.M.R. 2.05(2), permitting an illegality on the licensed premises, to wit: General
Laws Chapter 138, § 15A, Failure to disclose all persons who have a direct or indirect
beneficial interest in the license. The Commission has held in the prior decision of In re: Lo
Spuntino Taste of Sonoma, Inc., (ABCC decision dated August 31, 2007), that the transfer of a
direct or indirect beneficial interest in a license is a lesser, included offense of the allegation
that a licensee transferred the license without approval in violation of General Laws Chapter
138, § 23.

       As the Commission has held in the prior decision of In re: DW&S – Fall River, Inc.
dba Tanza Liquors, (ABCC decision dated November 7, 2005),

        in reviewing whether there is a direct or indirect or beneficial interest, the
        Commission applies the definition expressed in the case of Number Three Lounge Inc.,
        v. ABCC, 7 Mass.App.Ct. 301, 387 N.E.2d 181 (1979). In deciding this issue, the
        Commission must “pierce labels, look beyond form, and come to grips with the
        substance of the corporate relationship and the economic realities that are present.”
        Number Three Lounge, 7 Mass.App.Ct. at 311; 387 N.E.2d 187.

The Commission continued its analysis in the In re: DW&S – Fall River decision and said that

        [a]s stated in Number Three Lounge, “guidance, assistance and financial support and
        joint activities are relevant criteria to be considered.” The court went on to say that
        “indirect interest means indirect beneficial interest,” supra at 312. The Court with
        respect to the Commission inquiry and charge as stated in Number Three Lounge
        Inc., supra at 312, “Because of this the licensing authorities have the legitimate right
        to expect full disclosure of holdings in the notice of substantial indirect as well as
        direct beneficial interests in an entity which seeks to own a license… so that agencies
        will be able to properly discharge their obligations of ensuring that the applicant
        meets the requirements imposed upon a prospective licensee.

The evidence that persuades the Commission in this case that the license holder permitted a
transfer of the license without the required statutory approval also persuades the
Commission that the license holder permitted a transfer of an interest in the license without
the required statutory approval.


                                                 6
4. 204 C.M.R. 2.01(8), All applications shall be made under the penalties of perjury and any
false statement contained in any application shall be a cause or ground for refusing to grant
the license or permit or for suspending, canceling or revoking a license or permit already
granted. The investigators also charged that the licensee signed a false statement in an
application. As proven by Exhibits 8A through 8N as identified above, the Commission
finds that the statement in question 14 and 14a, that Andreas Tsukalas is the only individual
with a direct or indirect beneficial interest in this application, is false. The facts show
Ionnais Melitas a.k.a. John Melitas held such an interest, Number Three Lounge Inc., v ABCC, 7
Mass. App. Ct. 301, 387 N.E. 2d 181 (1979), that was not disclosed.

        At the hearing before the Commission Andreas Tsukalas testified he “never entered
into a business agreement with John Melitas.” He also testified he “never transferred
management to anyone, I just have helpers.” He further stated he knew Alfonso Bedoya
from his Country View Diner in New York. His testimony was “Bedoya he’s been working
with me before at the Diner.” The Commission finds Mr. Tsukalas’ denial to be not
credible.

        At hearing, Investigator Egan-Bailey introduced into evidence Mr. Tsukalas’ prior
inconsistent statements made on April 13 (Exhibit 14). Investigator Egan-Bailey read to Mr.
Tsukalas page 32 and 33 of Exhibit 14 in which Mr. Tsukalas denied knowing, speaking to
or having any relationship with Alfonso Bedoya.

      The Commission finds Mr. Tsukalas was not credible in so much as denying
knowing Mr. Bedoya in April and testifying he worked with him as this hearing.

         Administrative review of the file indicates Zante, Inc. received a license of
suspension of 27 days after an April 10, 2007 hearing regarding the violation of Ch. 94 §186-
Falling below the standard of purity (7 counts), Ch. 138 §12- Taps not legally labeled and 204 CMR
2.07- Substitution of the kind of Brand of Alcoholic Beverage. Also review of the file indicates the
license renewal for 2007 which includes a description of the licensed premises as such: 2
story with partial cellar, 2nd floor apartment, 1st floor contains Bar, Dining area, Storage area,
Kitchen and Restrooms, the basement is partially finished and is used as a Function Room.
As a result of these violations and administrative review of previous violations the
Commission therefore revokes the license of Zante, Inc.

                                            Conclusion

         The conduct of Zante, Inc. in this case is similar to the conduct of BAA
Massachusetts, Inc. reviewed and discussed by the Commission in a decision dated
December 17, 1997. In Re: BAA Massachsuetts, Inc. (ABCC Decision dated December 17,
1997)(decision terminating the license of BAA Massachusetts affirmed in BAA Massachusetts,
Inc. v. Alcoholic Beverages Control Com'n, 49 Mass.App.Ct. 839, 733 N.E.2d 564 (2000)). In that
1997 decision, the Commission found that “this [§ 15 licensee] have [sic] acted in concert
with Lionstone International to frustrate the statutory scheme of Chapter 138.” The
Commission further wrote that




                                                 7
                [t]he members of the alcoholic beverages industry in Massachusetts are
                hereby admonished that if, for any reason, any member of the alcoholic
                beverages industry in Massachusetts, or any individual who purports to act
                on behalf of a member of the alcoholic beverages industry in Massachusetts,
                engages in similar conduct that creates a systemic illegality, this Commission
                shall take similar, severe enforcement action to eliminate any systemic
                violation as well as the cause of such conduct.

In Re: BAA Massachusetts, Inc. (ABCC Decision dated December 17, 1997)(page 12).

         Therefore, the Commission finds that Zante, Inc. violated:

   (1) General Laws Chapter 138, § 26 – Operating without approved manager and the
   Commission CANCELS FORTHWITH the license issued to Zante, Inc.; and

   (2) General Laws Chapter 138, § 23, Transferring Privilege of license without approval
       to Ionnais Melitas a.k.a. John Melitas and the Commission REVOKES
       FORTHWITH the license issued to Zante, Inc..;

   (3) 204 C.M.R. 2.05(2), permitting an illegality on the licensed premises, to wit: General
       Laws Chapter 138, § 15A, Failure to disclose all persons who have a direct or
       indirect beneficial interest in the license and the Commission suspends the license
       issued to Zante, Inc. for 365 days from and after the cancellation revocation
       imposed herein; and,

   (4)     204 C.M.R. 2.01(8), All applications shall be made under the penalties of perjury
         and any false statement contained in any application shall be a cause or ground for
         refusing to grant the license or permit or for suspending, canceling or revoking a
         license or permit already granted and the Commission REVOKES FORTHWITH
         the license issued to Zante, Inc..

                 ALCOHOLIC BEVERAGES CONTROL COMMISSION


Robert H. Cronin, Commissioner_____________________________________________


Eddie J. Jenkins, Chairman__________________________________________________


Dated in Boston, Massachusetts this 9th day of November 2007.

RHC/jfkac

You have the right to appeal this decision to the Superior Courts under the provisions of
Chapter 30A of the Massachusetts General Laws within thirty days of receipt of this
decision.



                                               8
CC:   Michael Y. Edmonds, Esq.
      Fredrick G. Mahony, Chief Investigator
      Local Licensing Board
      File




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