SEC v. S. Paul Kelley, et al. (reverse merger schemes, 2019)

Settled

Checked against the primary document on October 2, 2026. The library's summary, tags and figures for this record were compared with the regulator's own document by an AI model (Claude) following written instructions, with sampled and disputed records read a second time. No lawyer has reviewed them. A checked record can still contain errors, and checked does not mean endorsed. See how we check records or report a correction.

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In 2019 Robert S. Agriogianis agreed to a consent judgment in the SEC's case against S. Paul Kelley and others, with $1,204,128 disgorgement and $129,436 interest, for illegal reverse mergers and unregistered stock sales.

The record

Structured fields for this action, as recorded in our case library.
Agency	SEC
Release number	LR-24696
Date filed	2019-12-20
Court	U.S. District Court, District of New Jersey
Status	settled
Asset class	equities
Criminal parallel	No
Defendants	S. Paul Kelley (individual) ; Robert S. Agriogianis (individual)
Cited as charged or alleged	Exchange Act s.10(b) and Rule 10b-5 ; Exchange Act s.13(d) and 13(g) ; Exchange Act s.16(a) ; Securities Act s.5 (statutes and rules cited in the document; not a finding that they were violated)
Techniques	Reverse merger schemes , Unregistered distributions

What was ordered

Civil penalty: —
Disgorgement: $1.2m
Prejudgment interest: $129k
Total relief: $1.3m
Alleged gain: —

A dash means the release did not state a figure we could extract, not that the figure is zero. Penalty and disgorgement are stored separately so aggregates across the library do not double-count the same dollars.

What is alleged to have happened

On December 20, 2019 the SEC announced that Robert S. Agriogianis agreed to pay disgorgement and interest of more than $1.3 million in its New Jersey case, filed May 2014 against him and four others. The complaint alleged they took control of two Chinese reverse-merger companies through nominee entities, sold the stock in unregistered distributions and manipulated trading. The December 18, 2019 consent judgment enjoins him from Section 5 and other violations, bars him from penny stock offerings and orders $1,204,128 in disgorgement and $129,436 in interest. The record previously showed the status as unknown.

This library tags the matter as reverse merger schemes and unregistered distributions, based on the conduct the document describes. The tagging is ours, not the regulator's: agencies charge statutory provisions, not technique names.

For the regulator's own account of the facts, read the primary document linked above. This page deliberately summarises the structured record rather than reproducing the release.

What technique is this, and how does it work?

This action is tagged with 2 techniques in our taxonomy. The tagging is ours: regulators charge statutory provisions, not technique names, so the mapping is an editorial judgement described in our editorial policy.

Reverse merger schemes — see how it works, what statute it engages, and every other action tagged the same way.
Unregistered distributions — see how it works, what statute it engages, and every other action tagged the same way.

Timeline

2019-12-20 Litigation release published

Primary documents

Everything on this page derives from the documents below. Where our summary and the primary document disagree, the primary document is right.

SEC litigation release

The linked release is a work of the United States government and is not subject to copyright. Our summary and narrative above are our own writing.

Other actions in the library sharing at least one technique tag with this one.

Action	Agency	Filed	Technique	Penalty	Status
SEC v. Charles Parkinson Lloyd (reverse merger schemes, 2021)	SEC	2021-09-15	Reverse Merger Schemes , Unregistered Distributions	$40k	settled
SEC v. James M. Schneider and Andrew H. Wilson (blank check shells, 2017)	SEC	2017-10-11	Reverse Merger Schemes , Unregistered Distributions	—	settled
SEC v. Olde Monmouth Stock Transfer Co., Inc. and Matthew J. Troster (reverse merger schemes, 2017)	SEC	2017-02-07	Reverse Merger Schemes , Unregistered Distributions	$100k	settled
SEC v. Abraxas J. Discala, Marc E. Wexler, Matthew A. Bell, Craig L. Josephberg, and Ira Shapiro (reverse merger schemes, 2015)	SEC	2015-11-04	Reverse Merger Schemes , Unregistered Distributions	—	judgment
SEC v. International Capital Group, LLC (reverse merger schemes, 2015)	SEC	2015-01-29	Reverse Merger Schemes , Unregistered Distributions	$1.5m	settled
SEC v. Zachary Miller (unregistered distributions, 2026)	SEC	2026-03-05	Unregistered Distributions	—	settled

Record added September 10, 2026. submit a correction.