SecProbe.io

July 31, 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. 2 to Registration Statement on Form S-3 filed Ju ly 19, 2013
Response dated July 22, 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. 2 to Registration Statement on Form S -3

1. We note that you have revised your filing to register the units issuable upon the exercise
of warrants, which units consist of one share of your common stock and one Class A
warrant.  You have also registered the underlying common stock and Class A warrants.
Each of these layers of securities is not yet outstand ing.  It is our position that you may
register only one layer of securities not outstanding.  Please revise to remove either (a)
the units or (b) the underlying common stock and Class A warrants.

If you choose to register the units, please revise your l egal opinion to address the legality
of the units.  Refer to Staff Legal Bulletin No. 19 (CF), “Legality and Tax Opinions in
Registered Offerings,” October 14, 2011, which is available on the SEC website  at
http://www.sec.gov/interps/legal/cfslb19.htm.

Warren M. Dillard
Vanguard Energy Corporation
July 31, 2013
Page 2

 Exhibit 5.1, Legality Opinion

2. We note your response to our prior comment and new version of the legality opinion ,
which states that “ the warrants are binding obligations of the Company and any  shares
issued upon the exercise of the warrants, if exercised in accordance with  their  terms,
will  be  legally  issued  and  will  represent  fully  paid  and  non-assessable shares of the
Company's common stock .”  Please clarify for us what “the warrants” refers to in this
context.  In this regard, we note that you a re not registering any warrants that overlie the
common stock being registered in the first and third bullet points.

3. Please obtain a revised legality opinion that states that the Class A Warrants issued upon
the exercise of the underwriters ’ warrants will  be binding obligations of the Company.

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 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 ef fective, 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 f ull 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 federa l
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.

Warren M. Dillard
Vanguard Energy Corporation
July 31, 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