SecProbe.io

August 19, 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. 2 to Registrati on Statement on Form S-1
Filed August 2, 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. Please provide updated financial statements  and updated disclosure throughout your
registration statement. In th at regard, we also remind you of our prior comment 4 from
our letter dated July 20, 2011.
 2. We note your response to comment 6 from our letter dated July 20, 2011, and reissue
such comment.  Your disclosure on your pr ospectus cover page does not appear to be
consistent with your disclosure on page 4 regarding the representative’s discretion to
determine an earlier date for separate quotation.

Warren M. Dillard
Vanguard Energy Corporation August 19, 2011 Page 2
 Risk Factors, page 6

 Our lack of diversification will increase the risk…, page 7

 3. We note the disclosure you have added explaining your new screening technology.
Please remove such disclosure that mitigates the risks you present.  While such disclosure
may be appropriate in other sections of your filing, please present your risk factors
plainly and directly.
 Management’s Discussion and Analysis  and Plan of Operation, page 22

 Liquidity and Capital Resources, page 23

 4. We note your response to our prior comment 10 and we reissue the comment.  Please
provide the requested disclosure  in your discussion of Liquid ity and Capital Resources.
 Underwriting, page 42

 5. We note your disclosure at pa ge 44 regarding the lock-up ag reements.  Please file such
agreements as exhibits to your filing.

Description of Securities, page 45

 6. We note your response to our prior comment 14.  To the extent that you have not yet
determined an exact offering price, please indi cate that the price per unit is the assumed
offering price or provide the range with in which you will price the units.
 Engineering Comment

 7. You state in your responses to our prio r comments 28 and 29 that you own a 90%
working interest in the fields covered by the Nova Resources report and that your
reserves disclosures “were derived by multiply ing the applicable amount in the reserve
report by 90%.”  However, Nova Resources indicates in the second paragraph of the
report that the estimate in the report account s for “100% of the total net proved natural
gas hydrocarbons reserves of Vanguard.”   As Nova refers to net reserves, this suggests
that the 90% multiplier has already been acc ounted for.  Reconcile this discrepancy
between your statement and report or  make the appropriate revisions.
 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 August 19, 2011 Page 3
             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 James Murphy, Petroleum Engineer, at (202) 551-3703 if you have
questions regarding the engine ering comment.  Please contact Parker 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)