SecProbe.io

June 28, 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
  Amendment No. 1 to Registration Statement on Form S-3 filed June 21, 2013
Response dated June 24 , 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.

Amendment No. 1 to Registration Statement on Form S -3

Exhibit 5, Legality Opinion

1. Please revise t he language in the legality opinion with regard to warrants to state that the
warrants are binding obligations of the company.  Refer to Section II.B.1.f of Staff Legal
Bulletin No. 19 (CF), “Legality and Tax Opinions in Registered Offer ings,” October 14,
2011, which is available on the SEC’s website at
http://www.sec.gov/interps/legal/cfs1b19.htm .  Please obtain a revised legality opinion
with corrected language.

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 manageme nt are in

Warren M. Dillard
Vanguard Energy Corporation
June 28, 2013
Page 2

 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 taki ng 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 of  the
registration statement.

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