SecProbe.io

June 9, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056
Re: Vanguard Energy Corporation
Registration Statement on Form S-1 Filed May 13, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide complete responses, and where disclosure has changed, indicate precisely
where in the marked version of the amendment we will find your responsive changes.  To the extent comments on one section apply to similar disclosure elsewhere, please make
corresponding revisions to all affected areas.  This will minimize the need for us to repeat
similar comments.  Further, please provide  updated disclosure with each amendment.
For example, and without limitation, please provide updated disclosure regarding the
status of drilling operations pursuant to your Farmout Agreement mentioned on page 24.

2. In the amended registration statement, fill in  all blanks other than those that contain
information you are allowed to omit at the tim e of effectiveness pursuant to Rule 430A.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 2
 3. Prior to printing and distribut ing the preliminary prospectus, please provide us with
copies of all artwork and any graphics you pr opose to include in the prospectus, as well
as accompanying captions, if any.  We ma y have comments after reviewing these
materials.
4. Prior to submitting a request for accelerated e ffectiveness of the registration statement,
ensure that we have received  a letter or call from the Fi nancial Regulatory Authority
(FINRA) which confirms that it (a) has fini shed its review and (b) has no additional
concerns with respect to the underwriting arrangements.  Please provide us a copy of that
letter, or ensure that FINR A calls us for that purpose.

5. We note your disclosure that you anticipate that your units, comm on stock and the Class
A warrants will be quoted on the OTC Bulletin Board.  With a view toward disclosure, please advise us regarding the anticipated ti ming of such quotation, and the status of your
efforts to seek such quotation.
6. We note your disclosure that the Class A warra nts are exercisable at any time after they
become separately quotable.  Please tell us whether, and if so how, you intend to inform
your security holders that th e warrants are separa tely quotable and that the warrants may
be exercised.
7. Please provide independent, third party support for the fo llowing statemen ts that you
make in your filing:
• “[w]ells in the Batson Dome Field can have  lives of up to fifty years…” at page
22;
•  “[w]ells in this field normally do not experience rapid declin es in production” at
page 22;

• “[t]he Batson Dome Field…through 2009 ha d produced approximately 67 million
barrels of oil” at page 24; and

• “[a]ctive wells in the field continue to produce approximately 130,000 barrels of
oil annually” at page 24.

Registration Statement Cover Page

 8. Please tell us why you have checked the box that  indicates that this  is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act.
 Registration Fee Table

9. We note your disclosure in footnote 3 to your  fee table that pursuant to Rule 416 under
the Securities Act, you are also registeri ng such additional indeterminate number of

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 3
 securities as may become issuable pursuant to the anti-dilution provisions of the warrants
and the representative’s warrant. Please provi de your basis for incl uding such shares on
this registration statement in this way.
 Prospectus Cover Page

 10. You state that the Class A warrants are ex ercisable at any time after they become
“separately quotable.”  Please cl arify when you would deem the warrants to be separately
quotable.
 11. Please clarify when the underwriter’s warrant to purchase units will become exercisable.
 Risk Factors, page 6

 Since some of our officers plan to devote only a portion of their time to  our business…, page 7

 12. We note your disclosure that three of your officers are empl oyed at other companies.
Please disclose in this risk factor the amount  of time that you anticipate each of these
officers will devote to your business.
 We do not insure against all potential losses and could be ma terially impacted…, page 10

13. We note your disclosure that your policies are subject to li mitations and exceptions that
could cause you to be unprotecte d against risks involved in yo ur business. Please revise
your disclosure to briefly describe such limitations and exceptions.
 There is no public market for our units, co mmon stock or public warrants…, page 11

 14. Please expand this risk factor to explain what  is required for your securities to be quoted
on the OTCBB, clarify whether or not a mark et maker has submitted an application to
FINRA and discuss the consequences that will result if you do not have someone to act as
market maker or otherwise fail to ha ve your securities quoted on the OTCBB.
 If we do not maintain an effective registration statement…, page 12

 15. We note your disclosure that an  inability to exercise the public warrants could result in
purchasers of units in the offering paying full price for the units solely to acquire the
underlying two shares of common stock.  Howe ver, it appears that a unit holder would
only hold one share of common stoc k in the event that the warrants are not exercisable.
Please advise.
Use of Proceeds, page 18

 16. It does not appear that your use of proceeds disclosure addresses all net proceeds from
the sale of 7,000,000 units at $1.35 per unit.   Please advise or revise.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 4
 Management’s Discussion and Analysis  and Plan of Operation, page 21

 Liquidity and Capital Resources, page 22

17. Please discuss in this section your plans to dr ill wells pursuant to the Farmout Agreement
discussed on page 24.  Quantify the funds you will need to provide to drill these wells
and discuss the anticipated source of these funds.
 18. We note your disclosure in the notes to your financial statements at  page F-16 regarding
your estimated capital requirements for the next  twelve months. Please discuss this in the
context of your liquidity  and capital resources.
 19. We note your disclosure at pa ge 6 regarding the interest and principal payments due on
the convertible notes.  Please discuss these items in the context of your liquidity and
capital resources.
 Business, page 24

 20. We note your disclosure at page  28 that all of your oil production was being sold to an
independent oil company.  Please revise your filing to describe the terms of your relationship with such customer, and disclose  any related risks that are material.

Government Regulation, page 28

 21. Please expand your discussion of government regul ation to describe the effect of existing
or probable governmental regulation s relating to the environment.
 Financial Statements, F-1

 22. We note that while you report proved rese rves as of March 31, 2011 on page 26, you had
no reserves as of September 30, 2010, the end of your fiscal year.  As your proved
reserves appear to have originated from multiple sources, including the acquisition of
producing wells and the drilling and completion of additional wells, it would be helpful
to include note disclosure in your interim financial statements covering the six months
ended March 31, 2011 identifying, in addition to your estimate of reserves and the standardized measure, the source of changes in the net qua ntities of your reserves and the
standardized measure for the six months e nded March 31, 2011.  We expect this would
be incremental to and could replace the pro fo rma standardized measure details in Note 3
on page F-30.
 Unaudited Pro Forma Condensed Financial Statements, page F-25

 23. Given that you present Statements of Reve nues and Direct Operating Expenses covering
the last five months of the 2009 calenda r year, and the subsequent period through
December 15, 2010, we do not see your rationale in excluding activity prior to your July

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 5
 19, 2010 formation date in the pro forma presenta tion.  We expect that your existence at
the earlier point would be an assumption inherent in your compliance with Rule 8-
05(b)(1) of Regulation S-X, but would not imp act the pro forma details pursuant to FASB
ASC 805-10-50-2(h) on page F-12.
 Since your activity and that of the acquired operations are presented on different fiscal
years, it also would be helpful to include schedules reconciling be tween the historical
activity on page F-20 and the pro forma amounts on pages F-26 and F-27.  For example, it appears that annual amounts would be reconciled with five columns being activity for
July through December 2009; less activity of July, August and September 2009; plus
activity for January through December 2010; less activity of October, November and December 2010; and the totals.    In presenting the subsequent in terim pro forma, you should be  adding to your historical
amounts activity of the acquired properties for October through December 15, 2010.  In the first point under Note 2(a) on page F- 28, you indicate that you are adding six months
of activity for the properties acquired rather than only the activity that is not already
reflected in your historical fi nancial statements which span the date of acquisition.  We
expect your interim amounts w ould be reconciled with thr ee columns being activity for
January through December 15, 2010; less activity for January through September; and the
totals.

Please contact us by telephone if you require further clarification or guidance.
 24. Given that the financial information you pr esent for the Batson Dome Wells excludes
indirect general and administrative expenses, interest, income taxe s and other indirect
expenses, we would like to understand whether you expect the operations to be integrated
or operated with your existing staff and infras tructure or if you woul d be hiring additional
people and purchasing new systems to accommodate the expansion.  If the later scenario is true, you may need to limit your pro forma financial information to Statements of Revenues and Direct Operating Expenses.  Pl ease modify your presen tation if necessary
to comply with this guidance and to disc lose the rationale underlying your approach.
 Undertakings, page II-3

 25. Please provide the undertakings found in Regulation S-K, Item 512(i).
 Exhibit 5

 26. Please obtain and file a revised opinion fr om counsel that also opines on whether the
units and shares of common stock will be legally issued, and clarifies whether they have been duly authorized.  See Item 601(b)(5) of Re gulation S-K.  Please also ensure that the
revised legality opinion states whether the warrants to be covered by the registration
statement, including the representative’s warr ant, are legal, binding obligations of the
registrant.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 6
 27. Please ensure that the revised le gality opinion covers all appli cable law.  In that regard,
we note that the warrant certificate filed as Exhibit 4.6 indicates that it will be governed
by and construed in accordance with the laws of the State of Oregon.
 Engineering Comments

 General

28. Please comply with all disclosure requirem ents of Items 1202 through 1208 of Regulation
S-K.
 Vanguard Energy Corporation, page 3

29. You state that you plan to use new technologies in mature fields to recover more oil.
With a view towards possible disclosure, Pleas e provide us with a description of these
“new technologies” and explain to us the role these technolo gies play in your reserve
estimation process.   See Rule 4-10(a)(25)  of Regulation S-X and Part II.G. of the
Securities Act Release 33-8995.
Proved Reserves, page 26

30. Please disclose the qualifications and experi ence of Mr. Drum in determining proved
reserves.  We note the disclosu re regarding Mr. Rochefort.

Exhibit 99

31. Please replace the Exhibit from Nova Resources  with the correct exhibit which is a letter
from Nova Resources summarizing their fi ndings and including all the requirements in
paragraph (8) of Item 1202 of Regulation S-K.
32. We note that the total capital expenditure and the capital expenditure required for the
development of undeveloped reserves in the rese rve report is significan tly larger than the
future development costs in the standardized measure on page F-24 and that which is indicated in the Use of Pr oceeds section for Drilling Expenses on page 18.  Please
reconcile this.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 7
             Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jenifer Gallaghe r at (202) 551-3706 or Karl Hiller, Branch Chief, at
(202) 551-3686 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact James Mur phy, Petroleum Engineer, at (202) 551-3703 if you
have questions regarding the engineering commen ts.  Please contact Park er Morrill at (202) 551-
3696 or, in his absence, Laura Nicholson at (202) 551-3584 with any other questions.

Sincerely,
  /s/ H. Roger Schwall
H. Roger Schwall Assistant Director
 cc: William T. Hart (via e-mail)