SecProbe.io

October 6, 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. 3 to Registrati on Statement on Form S-1
Filed September 14, 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 remind you of comment 4 from our letter dated July 20, 2011.  With each amendment,
please provide relevant updates to us with resp ect to the status of your efforts to seek
quotation on the OTC Bulletin Board.  In that regard, we note your statement in your letter
dated June 28, 2011 that you will not request acceleration of the eff ective date of your
registration statement unless you are reasonably assured that your units, common stock and
Class A Warrants have been cleared fo r quotation on the OTC Bulletin Board.

2. We note that in your response to our prior comment seven of our letter dated August 19,
2011 that you stated you complied with our co mment.  However, we could not find the
changes you made.  Please te ll us exactly where in the document or in Exhibit 99 the
changes you made in response to our prior comment seven and prior comments 28 and 29 of
our letter dated July 20, 2011.

Warren M. Dillard
Vanguard Energy Corporation October 6, 2011 Page 2
 Use of Proceeds, page 19

 3. We note that you indicate in your revised disc losure that 9.1% of your net offering proceeds
will be used for working capital and general corporate purposes.  Please expand your disclosure to provide necessary detail for each  intended use.  In that regard, it is not
sufficient to indicate only that such proceed s will be used for working capital and general
corporate purposes.
 Business, page 27

 4. We note your disclosure at page  27 that an unrelated third pa rty has the right to purchase
any oil produced from any wells drilled on the lease related to your farmout agreement
dated May 25, 2011.  We also note your disclosure that the price for any oil purchased will be based upon the price posted by the third party, or in the alternative, the market price for
oil in the area, after deduction for costs of gathering, storing, dehydrating, treating,
processing and transporting the oil.  Please re vise your disclosure to  briefly explain how
such price posted by the third party will be determined.
 Executive Compensation, page 35

 5. Please update your executive compensation disclosu re for your fiscal year ended September
30, 2011.
 Exhibit 1.1

 6. We note your response to comment five fr om our letter dated August 19, 2011, and your
statement that the form of lock-up agreemen t was filed with the original registration
statement as Exhibit 1.1.  However, such E xhibit 1.1 was superseded by Exhibit 1.1 as filed
with your amendment on August 2, 2011.    Please  file a complete copy of the underwriting
agreement that includes all exhibits, incl uding the form of lock-up agreement.
 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 October 6, 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.

Please contact Parker Morrill at (202) 551-3696 or, in his absence, Laura Nicholson at
(202) 551-3584 with any questions.
Sincerely,
  /s/H. Roger Schwall
H. Roger Schwall Assistant Director
 cc: William T. Hart (via e-mail)