SecProbe.io

May 17, 201 2

Via U.S. 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 April  26, 2012
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your registration statement  and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our comments.  In
some of our comment s, 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -1

General

1. It appears that the exchange offer for Series C warrants is an issuer tender offer subject to
Exchange Act Rule 13e -4 and Regulation 14E.   Please advise us if the Company intends
to file a Schedule TO either prior to effectiveness of the registration statement in reliance
on Securities Act Rule 162 or following effectiveness of the registration statement in
accordance w ith Exchange Act Rule 13e -4(b)(1).   If so, we remind the company of its

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 2

 obligations under the aforementioned tender offer rules, including the company’s
obligations under Exchange Act Rule 13e -4(c) and (d).   Alternatively, if you do not
believe that the ex change offer is a tender offer, please provide us with a detailed legal
analysis.

2. In addition, please ensure that you have provided all the information Form S -1 requires.
For example, we note that it does not appear that you have provided the information
required by Item 8 of Form S -1.  As another example only, please revise the descriptions
of your outstanding warrants to provide all the information required by Item 202 of
Regulation S -K, including all the material terms of such warrants.   In connection with the
exchange offer, please also ensure that you include all the information required by Form
S-4.

3. Please ensure that throughout your filing you have properly referred to the Series A
warrants or Class A warrants, as applicable.  For example, it appea rs that the reference in
your fee table to Series A warrants should be a reference to Class  A warrants.

4. In connection with the exchange offer, please revise your filing to provide a comparison
of the Class A warrants and Series C warrants.

5. Please provide  updated  financial statements.   See Rule  8-08 of Regulation S -X.

Exhibits and Financial Statement Schedules, page 48

6. Please revise your filing to disclose any material agreements between the registrant and
the holders of the Series C warrants  that relate to the exchange offer .  In that regard , we
note that counsel has suggested to the staff that such agreements were in place when the
Series C warrants were issued.  Please also file any such material agreements.

7. Please file the warrant agree ments related to the Series A, Series B, Series C and Series D
warrants.  Please also file the warrant agreement for the Class A warrants to be issued in
the exchange offer.  In that regard, we note that the Exhibit 4.5 form of warrant
agreement incorporat ed by reference to your prior registration statement on Form S -1
(File No. 333 -174194) appears to contemplate that the warrants will be issued as part of a
unit.

Exhibit 5

8. Please obtain and file a new legality opinion that accurately describes the transactions
covered by the registration statement.  For example, we note that counsel indicates that
Class A warrants will be issued to Series A warrant holders.

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 3

 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of  the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s di sclosure, 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 regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Please contact Sirimal R. Mukerjee  at (202) 551-3340 or , in his absence, Laura Nicholson
at (202) 551 -3584 or me at (202) 551 -3740  with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 4

cc: Via facsimile
William T. Hart