SecProbe.io

July 20, 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
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 28, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide 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. We note that you have used an assumed initial offering price of $1.35 throughout your
prospectus, which is lower than the mid-point  of the price range that you have provided
on your prospectus cover page.  Please tell us why you selected such assumed offering
price.
 2. We note your response to comment 1 from our letter dated June 9, 2011, and reissue such
comment in part.  Please provide updated disclo sure with each amendment.  For example,
and without limitation, we note that your ma nagement information at page 31, and your
beneficial ownership information at page 36, are provided as of March 31, 2011.
 3. We remind you of comment 2 from our letter da ted June 9, 2011.  Please fill in all blanks
other than those that contain informati on you are allowed to omit at the time of

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 2
 effectiveness pursuant to Rule  430A.  For example, and without limitation, we note that
blanks remain with respect to the antic ipated OTC Bulletin Board symbols for your
securities.
 4. We note your response to comment 5 from  our letter dated June 9, 2011, and your
statement that you will not request accelerati on of the effective date of the registration
statement unless you are reasonably assured th at your units, common stock and Class A
Warrants have been cleared for quotation on the OTC Bulletin Bo ard.  With each
amendment, please provide relevant updates to  us with respect to the status of your
efforts to seek such quotation.
 5. We note your response to comment 6 from our  letter dated June 9, 2011.  Please revise
your registration statement to  include the information pr ovided in your response.
 Prospectus Cover Page

 6. We note your revised disclosure on your pros pectus cover page regarding the quotation
of the common stock and Class A warrant as  a unit and the timing for the quotation of
such securities separately.  Please make conforming changes throughout your document.
For example, and without limitation, such cha nges should be reflected in your summary
of the offering at page 4.

Use of Proceeds, page 18

 7. We note your revised disclosure that you w ill use a portion of the proceeds from your
offering to make interest payments on convertib le notes.  Please disc lose in this section
the use of the proceeds from such notes a nd the maturity date of such notes.  See
Instruction 4 to Item 504 of Regulation S-K.
 8. We note your disclosure that any amounts not  expended as proposed will be used for
general working capital.  As a result, it appe ars that you may be reserving the right to
change the use of proceeds.  Please note that a registrant may reserv e the right to change
the use of proceeds, provided that such reserv ation is due to certain contingencies that are
discussed specifically and the al ternatives to such use in th at event are indicated.  See
Instruction 7 to Item 504 of Regulation S-K.  Please revise your filing to discuss such
contingencies.
 Management’s Discussion and Analysis  and Plan of Operation, page 21

 Liquidity and Capital Resources, page 22

 9. We note your response to comment 17 from our  letter dated June 9, 2011.  Please clarify
in the context of your liquidity and capital re sources your anticipated source of funds for
drilling and completion of wells related to th e following items: (i ) your leases in the
Batson Dome Field, (i i) your farmout agreement da ted March 15, 2011, and (iii) your

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 3
 farmout agreement dated May 25, 2011.  For example, and without limitation, please
clarify in this section, if true, that you inte nd to use proceeds from this offering to drill
and, if warranted, complete oil wells in conne ction with your leases  in the Batson Dome
Field.  Similarly, you disclose on page 23 that your principal source of  cash flow will be
from the sale of crude oil and that you will use cash generated by your  operations to drill
and complete oil wells, to acquire oil and gas leases, and to fund working capital reserves.  You also state that “[you] will n eed to raise the funds required to drill new
wells through the sale of [y] our securities, from loans from third parties or from third
parties willing to pay [y]our share of the cost of drilling and completing the wells.”
Please revise your filing to clarify, if true, that you intend to fund any other drilling and
completion activities (including any such activ ities related to your farmout agreements)
with any cash generated by your operations, and the sale of your securities, loans from
third parties or funds from third parties will ing to pay your share of  the cost of drilling
and completing the wells.
10. We note your response to comment 18 from our  letter dated June 9, 2011, and we reissue
the comment.  We note that on page F-16 in  the notes to your financial statements you
estimate that your total capital requirem ents over the next 12 months will total
approximately $6,000,000 to $12,000,000.  In the cont ext of your liquidity and capital
resources, please discuss these totals, how you calculated these totals and the sources of
funds that you will use to meet  your total estimated capital requirements for the next 12
months.

11. We note your response to comment 19 from our letter dated June 9, 2011, and reissue
such comment in part.  Please discuss in the context of your liquidity and capital
resources the amounts due in connection with  principal payments on the convertible
notes, as well as the deadline for such paym ents and your anticipated source of funds.

Business, page 24

12. Please revise your filing to disclose all mate rial terms of your farmout agreement with
ExxonMobil Corporation.  For example, and without limitation, pleas e describe in your
filing the material terms of Exxon’s overridi ng royalty and its pr eferential right to
purchase production.

Underwriting, page 40

13. Please ensure that you have disclosed all mate rial terms of the unde rwriting agreement.
For example, and without limitation,  please de scribe in your filing all material terms
related to the underwrite r’s right of first refusal to ac t as lead underwriter for future
equity and debt offerings of the company.

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 4
 Description of Securities, page 43

14. Please tell us why you state at page 43 that  you are offering Units at a price of $1.35 per
unit.  In that regard, we note the price range  that you have  provide d on your prospectus
cover page.
 Vanguard Energy Corporation, page F-2

 Note 12 – Supplemental Information Relating to  Oil and Gas Producing Activities (Unaudited),
page F-19
 15. We note that in response to comment 22 in our letter dated June 9, 2011 you have
disclosed estimates of reserves and standardi zed measures of discounted future net cash
flows as of September 30, 2010 and March 31, 2 011, also the sources of changes in the
net quantities of reserves a nd standardized measures for the periods then ended.
However, you have conflicting information about the source of your September 30, 2010
reserves.  In the table of changes in rese rves, you indicate th ese originated from
production, while in the table of changes in the standardized meas ure, you indicate the
reserves were purchased.  In addition, on page 26 you report 521,109 Bbls of proved oil
reserves as of March 31, 2011, which does not correspond to your disclosures at Note 12.
Please resolve these inconsistencies.

16. Please disclose the net quantities of your inte rests in proved undevel oped reserves as of
the beginning and the end of the year  as required by FASB ASC 932-235-50-4, as
amended by ASU 2010-03.  You may refer to Example 1 at FASB ASC 932-235-55-2 for
an illustration of this required disclosure .  This comment is also applicable to your
disclosure of reserve quantity information in the financial statements of the Batson Dome Wells on page F-26.
 17. Tell us the reasons for the differences between  the reserve quantitie s that you acquired as
shown in the table on page F-19; and the corresponding end-of-per iod balance reported
for the Batson Dome Wells on page F-26.
 Pro Forma Financial Statements, page F-28

 18. Please remove the pro forma statement of reve nues and direct operating expenses for the
period from July 1, 2009 to September 30, 2009, and the related fiscal  reporting period
reconciliation of histor ical activity on page F-33, to comply with the guidance of
Rule 8-05(b)(1) of Regulation S-X.
 Note 2 – Pro Forma Adjustment s and Assumptions, page F-32

 19. We note that you did not comply with comment  23 in our letter dated June 9, 2011.  The
columns and headings in your fiscal reporting period reconci liation of historical activity
for the period from October 1, 2009 to September 30, 2010 appear to be incorrect and

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 5
 incomplete; and you did not include a simila r schedule for the period from October 1,
2010 to March 31, 2011.  The left column within each reconciliation of historical activity
(supporting the amounts utilized in the pro forma statements for the annual and
subsequent interim periods) s hould reflect the revenues and di rect costs reported in the
historical financial statements for the Batson Dome Wells (either the 2009 or 2010
amounts depending on the reconciliation), while the far right columns should reflect the
historical annual and interim activity based on your fiscal year.  We expect you will need
to show and properly label the adjusting colu mns previously described.  Please contact us
by telephone if you require further guidan ce.  We reissue prior comment 23.
 Exhibits

 20. Please ensure that you have filed all materi al contracts, and instruments defining the
rights of security holders.  See Items 601(b )(4) and 601(b)(10) of Regulation S-K.  For
example, and without limitation, please file the convertible promissory notes that you
reference at page 6.
 Exhibit 5

 21. We note your response to comment 26 from our letter dated June 9, 2011.  Because the
warrants are contractual obligations issued pursuant to the warrant agreements, please
obtain a revised opinion from counsel that opines on whether the warrants are legal,
binding obligations of the regist rant.  In addition, please ensure  that the revised opinion is
clearly marked to indicate that  it has been signed by counsel.
 Engineering Comments

 22. Please comply with all portions of Item 1204 of Regulation S-K pert aining to oil and gas
production, production prices and production costs.  Specifically please disclose the
following:
a. For each of the last three fiscal years di sclose production, by final product sold, of
oil, gas, and other products. Disclosure  shall be made by geographical area and
for each country and field that contains 15% or more of the registrant’s total proved reserves expressed on an oil-equi valent-barrels basis unless prohibited by
the country in which th e reserves are located.

b. For each of the last three fiscal years di sclose production, by final product sold, of
oil, gas, and other products. Disclosure  shall be made by geographical area and
for each country and field that contains 15% or more of the registrant’s total proved reserves expressed on an oil-equi valent-barrels basis unless prohibited by
the country in which th e reserves are located.
  Please see Item 1204 for the spec ific instructions to follow.

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 6
 23. Please comply with all portions of Item 1205 of Regulation S-K pertai ning to drilling and
other exploratory and development activities.  Specifically, for each of the last three
fiscal years, by geographical area, disclose:
a. The number of net productive and dry exploratory wells drilled; and

b. The number of net productive and dr y development wells drilled.

c. Disclose, by geographic area, for each of the last three years, any other
exploratory or developmen t activities conducted, incl uding implementation of
mining methods for purposes of o il and gas producing activities.

Please see Item 1205 for the definitions of exploratory and development wells.
 24. Please comply with all portions of Item 1206 of Regulation S-K pertaining to present
activities. Specifically please disclose the following:

a. Disclose, by geographical area, the regist rant’s present activities, such as the
number of wells in the process of be ing drilled (including wells temporarily
suspended), waterfloods in process of being installed, pres sure maintenance
operations, and any other related acti vities of material importance.

b. Provide the description of pr esent activities as of a date at the end of the most
recent fiscal year or as close to the date  that the registrant files the document as
reasonably possible.

c. Include only those wells in the process of  being drilled at the “as of” date and
express them in terms of both gross and net wells.

d. Do not include wells that the registrant  plans to drill, but has not commenced
drilling unless there are factors that make such information material.

25. Please comply with all portions of Item 1207 of Regulation S-K if you have any major
Delivery Commitments, specifically please disclose the following:
a. If the registrant is committed to provide a fixed and determinable     quantity of
oil or gas in the near future under exis ting contracts or agreements, disclose
material information concerning the estimated  availability of oil and gas from any
principal sources, incl uding the following:

i. The principal sources of oil and gas that the registrant will rely upon and
the total amounts that the registrant e xpects to receive from each principal
source and from all sources combined;

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 7
 ii. The total quantities of oil and ga s that are subject to delivery
commitments; and

iii. The steps that the registra nt has taken to ensure th at available reserves and
supplies are sufficient to meet such co mmitments for the next one to three
years.

b. Please see Item 1207 for the specific in structions on the di sclosure of the
information required by this Item.
 26. Please comply with Item 1208 of Regulati on S-K pertaining to your oil and gas
properties, wells, operations and acreage.  Specifically, please disclose the following:

a. Disclose, as of a reasonably current date or as of the end of the fiscal year the total
gross and net productive wells , expressed separately fo r oil and gas (including
synthetic oil and gas produced throu gh wells) and the total gross and net
developed acreage (i.e.
, acreage assignable to pr oductive wells) by geographic
area.
b. Disclose, as of a reasonably current date or  as of the end of the fiscal year, the
amount of undeveloped acreage, both leases and concessions, if  any, expressed in
both gross and net acres by geographic ar ea, together with an indication of
acreage concentration