SecProbe.io

May 6, 2013

Via E-mail
Warren M. Dillard
President and Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, TX  77506

Re: Vanguard Energy Corporation
  Registration Statement on Form S-3
Response dated April 23, 2013
  File No.  333-187697

Dear Mr. Dillard :

We have limited our review of your registration statement 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 .  Where 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 -3

General

1. Please tell us which subparagraph of Rule 415 you are relying upon for this transaction,
and provide us with an analysis of your eligibility to rely on such subparagraph.

2. We note your response to our prior comment.  Please explain to us the basis for your
belief that you are eligible to use Form S -3 to register the relevant transactions.  In this
regard, we direct your attention to General Instruction I.B.4 of Form S -3, and specifically
the provision of th at Instruction  that refers to “exercise of outstanding  warrants or options
[emphasis added] .”  Explain to us whether all of the relevant warrants are currently
outstanding ; we note the following language on page 3 of your filing , which appears to
indicate that some of the warrants may not yet be outstanding:  “480,000 shares of our
common stock issuable upon the exercise of the Class A warrants which the

Warren M. Dillard
Vanguard Energy Corporation
May 6, 2013
Page 2

 underwriters’ [sic] may acquire should the underwriters’ warr ants be exercised in full
[emphasis added].”  If you determine that you are not eligible to use Form S -3 to register
the relevant transactions, please tell us what consideration you have given to updating
your prior Form S -1 by means of a post -effective am endment.

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 co mpany and its management are in
possession of all facts relating to a company’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 registration 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 t o 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 effect iveness 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 acceler ation 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
May 6, 2013
Page 3

You may contact Norman von Holtzendorff  at (202) 551 -3237  or me at (202) 551 -3611
with any questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Branch Chief