SecProbe.io

November 4, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd. Suite 1600 Houston, TX 77056
Re: Vanguard Energy Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 13, 2011 File No. 333-174194

Dear Mr. Dillard:
We have reviewed your response letter da ted October 12, 2011, as well as your amended
registration statement, and have the following comments.  In some of our comments, we may ask
you to provide us with information so we may better understa nd 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 your response to comment 1 from our letter dated October 6, 2011, and your
revised disclosure at page 4 that you be lieve your units, common stock and Class A
warrants will be approved for quotation shortly  after the date of your prospectus.  We
also note your risk factor di sclosure at page 12 regarding the risk that FINRA may not
approve the quotation of your secu rities on or promptly after the date of your prospectus.
Please add to your disclosure at page 4 a cros s-reference to such risk factor disclosure.

Warren M. Dillard
Vanguard Energy Corporation November 4, 2011 Page 2
 Use of Proceeds, page 19

2. We note your response to comment 3 from our  letter dated October 6, 2011.  We also
note your revisions to your Use of Proceeds section.  However, it is not clear how the
third bullet point at the botto m of page 19 (regarding workin g capital) relates to your use
of proceeds.  Please revise.
Liquidity and Capital Resources, page 24

3. We note your revised disclosure at page 24 regarding the dates by which you are required
under your farmout agreement with Claire Oil & Gas, Inc. to drill the first well on the
lease.  In that regard, we not e that your revised disclosure indicates that you have until
November 30, 2011 to drill such well.  We al so note that you indicated in Amendment
No. 3 that you had until Octobe r 15, 2011 to drill such well.  However, it is not clear why
the farmout letter agreement extension date d August 1, 2011 that was filed as Exhibit
10.11 with Amendment No. 4 (referencing November 30, 2011 as the deadline for drilling the first well) was executed on the sa me date as the farmout letter agreement
extension that was filed as  Exhibit 10.11 with Amendmen t No. 3 (referencing October
15, 2011 as the deadline).  Please advise.
4. Please discuss in this section the farmout letter agreement extension.

Business, page 27

5. We note your response to comment 4 from our letter dated October 6, 2011.  Please
revise your filing to more precisely describe Exxon Mobil Corporation’ s right to purchase
oil pursuant to the farmout ag reement.  In that regard, we note that the description
provided at page 27 is not entirely consiste nt with Section II(E)(1)(c) of the farmout
agreement as presented in Exhibit 10.9.  In  addition, please expand your disclosure to
address Exxon’s preferential ri ght to purchase gas pursuant to the farmout agreement.

Executive Compensation, page 36

6. We note your disclosure at page  36 that Mr. Dillard will de vote 100% of his time to your
business.  Please revise your f iling to reconcile this with your  disclosure at page 34 that
he has also served as the presid ent of Enercor, Inc. since 2005.

Underwriting, page 44

7. We note your revised disclosure  that certain states have  required certain of your
shareholders to enter into lock-up agreem ents with you.  Please revise your filing to
disclose all material terms of such lock -up agreements.  For example, and without
limitation, please disclose the pr actical effect of Section III of such agreements, as
reflected in Exhibit 10.12 to your filing.  In addition, please e xpand your disclosure

Warren M. Dillard
Vanguard Energy Corporation November 4, 2011 Page 3
 regarding the terms of such agreements to provide all material detail regarding the terms.
For example, and without limitation, please provi de more detail regarding the restrictions
imposed on your security holders.  In that regard, it does not a ppear that such restrictions
are only limited to the sale of the securities.
  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.
Notwithstanding our comments, in the event you request acceleration 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.

Warren M. Dillard
Vanguard Energy Corporation November 4, 2011 Page 4
 You may contact Paul Monsour , Staff Attorney, at (202) 551-3360 or, in his absence,
Laura Nicholson at (202) 551-3584 with any questions.

Sincerely,  /s/H. Roger Schwall  H. Roger Schwall Assistant Director
 cc:  Mr. William T. Hart