SecProbe.io

November  5, 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
Amendment No. 1 to Registration Statement on Form S-1
Filed October  9, 201 2
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your amended registration statement  and letter dated October 9, 2012,
and we 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 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 reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Amendment No. 1 to Registration Statement on Form S -1

General

1. Please monitor the age of your financial state ments.  Please refer to Rule 8 -08 of
Regulation S -K.

2. We note your response to prior comment 1.  While we do not agree with your position
that the Commission does not have the authority to subject the Company to the provisions

Warren M. Dillard
Vanguard Energy Corporation
November 5, 2012
Page 2

 of Exchange Act Section 13(e)  and the rules promulgated thereunder, we have no further
comment in light of the balance of your response.

3. We note your response to prior comment 2, and we reissue the comment.  Please ensure
that you have provided all the information Form S -1 requires.  In that regard, we note that
you have not disclosed all information required by Item 202 of Regulation S -K for each
series of your outstanding warrants , such as terms related to registration rights and
provisions f or adjustments in the exercise p rice.  In addition, please ensure that you
include all the information required by Form S -4 with respect to the exchange offer ,
including a discussion of the federal income tax consequences of the transaction.  Please
also provide your analysis with respect to whet her a tax opinion is required with respect
to the tax consequences of the exchange offer.  Please refer to Item 601(b)(8) of
Regulation S -K and Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered
Offerings, Section III.

4. We note your respo nse to prior comment 4 that the terms of the Series C warrants
automatically converted to the terms of the Class A warrants  when your public offering
was completed in 2011.  We also note your disclosure at page 37 that a s a result of the
sale of the Class A warrants in the public offering, the terms of the Series C warrants
were reset to match the terms of the Class A warrants .  However, i t does not appear th at
the form of Series C warrant agreement  filed as Exhibit 4.10 memorializes this automatic
conversi on term.  Please revise or advise.

Executive Compensation, page 29

5. Please update your executive compensation disclosure to include information for your
most recently completed fiscal year.  In that regard, we note that your fiscal year ended
on September  30, 2012, but your executive compensation disclosure does not include
information for such period.

Exhibit 5

6. We note your response to prior comment 8, and we reissue the comment.  Please obtain
and file a new legality opinion that accurately describes the transactions covered by the
registration statement.  Please also ensure that the opinion addresses the legality of all
relevant shares.  In that regard, we note that the opinion do es not reference the Series E
warrants, and does not address the legality of the shares of common stock which are
issuable upon the exercise of the Series E warrants.

Warren M. Dillard
Vanguard Energy Corporation
November 5, 2012
Page 3

 Exhibit 23.1

7. Please make relevant updates to the consent of counsel.  In that regard, w e note that such
consent references 2,360,000 shares of the Company’s common stock  to be sold by
selling shareholders, but your prospectus references 2,897,360 such shares.

Closing Comments

We urge all persons who are responsible for the accuracy and a dequacy 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 co mpany’s disclosure, 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 fili ng;

 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 reques ts 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 of the
registration statement.

Warren M. Dillard
Vanguard Energy Corporation
November 5, 2012
Page 4

 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 other questions.

Sincerely,

/s/ A.N. Parker for

H. Roger Schwall
Assistant Director

cc: Via Facsimile
William T. Hart