SEC Company Response from Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649) (GSTX) — Jun 29, 2011
Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649)
Date: June 29, 2011 · CIK: 0001497649 · Accession: 0001004878-11-000225
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174194
Referenced dates: June 9, 2011
Letter
Re: Vanguard Energy Corporation Registration Statement on Form S-1 File No. 333-174194
HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Donald T. Trinen Facsimile: (303) 839-5414 (303) 839-0061 --
Will Hart June 28, 2011
Parker Morrill Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
This office represents Vanguard Energy Corporation (the "Company"). Amendment No. 2 to the Company's registration statement on Form S-1 has been filed with the Commission. This letter provides the Company's responses to the comments received from the staff by letter dated June 9, 2011. The paragraph numbers in this letter correspond with the numbered paragraphs in the staff's comment letter. The number under the "page number" column indicates the page number in the Registration Statement where the response to the comment can be found. A number preceded with the letter "F" indicates the page number of the financial statements where the response to the comment can be found.
Page Number ------
1. Comment complied with. N/A
2. Comment complied with. N/A
3. Comment noted. N/A
4. Comment noted. N/A
5. We anticipate that quotation of our securities will begin on, or promptly after, the effectiveness of our registration statement. Paulson Investment Company, Inc., the representative of the underwriters, will be facilitating the submission of the Forms 211 with FINRA. Paulson will be submitting the Forms 211 with FINRA in the near future. From a practical standpoint, the Company will not request acceleration of the effective date of the registration statement unless it is reasonably assured that its units, common stock and Class A Warrants have been cleared for quotation on the OTC Bulletin Board. N/A
6. We will notify our security holders regarding the separation of our units though the issuance of a press release and publication of a report on Form 8-K in advance of the date our units separate and the common stock and the Class A warrants begin to be quoted separately. N/A
<PAGE>
Page Number ------
7. The statements which are the subject of this comment have been removed from the registration statement. 23, 25
8. The check mark has been removed from the box which is the subject of this comment. Registration Stmt. Cover Page
9. The sentence which is the subject of this comment has been removed from the registration statement. 2
10. Please see our revisions to the cover page with respect to the separation of the units. The Class A warrants will become separately quotable on the 45th day after the date of the prospectus; Paulson Investment Company may, in its discretion, determine to separate the units earlier. Prospectus Cover Page
11. Please see our revisions to the cover page with respect to exercise date of the representative's warrant. It will become exercisable at any time beginning one year after the effective date of the registration statement, and will expire on the fifth anniversary of the effective date. Prospectus Cover Page
12. Comment complied with. 7
13. Comment complied with. 10
14. Please see our revisions to the risk factor on page 11, which has been revised to address the Bulletin Board quotation process. 11
15. This risk factor has been revised such that the word "two" has been deleted. 12
16. We have added the amount of underwriters' discount to this section of the prospectus to permit easier computation of the net proceeds of this offering. 18
17. Comment complied with. 22, 23
18. Comment complied with. 22, 23
19. Comment complied with. 22
20. Comment complied with. 29
21. Comment complied with. 28, 29
22. Comment complied with. F-19, F-20, F-21
<PAGE>
Page Number ------
23. We have revised the pro forma statements to include activity since the earliest period available - July 1, 2009. Reconciliations of the historical and pro forma activity, resulting from the Company and the Batson Dome Wells having different fiscal years, are included in Note 2 to the pro forma statements. Lastly, we have clarified under Note 2(a) that only the activity prior to the acquisition date is added. F-29, F-30, F-31
24. We have limited the pro forma financial information to present statements of revenues and direct operating expenses as suggested. As disclosed in the notes to the pro forma statements, we have not made any assumptions regarding staffing, infrastructure or financings in presenting the pro forma financial statements for periods prior to the inception of the Company. F-32, F-33
25. Comment complied with. Item 17, II-3,
II- 4, II-5
26. We have revised our opinion to indicate that the securities which are being registered have been duly authorized and, when sold, will be legally issued. Item 601(b)(5) only requires a legal opinion to address the legally binding obligations of debt securities. Exhibit 5
27. Comment complied with. Exhibit 5
28. We believe that the Company has complied with all disclosure requirements of Items 1202 through 1208 of Regulation S-K. N/A
29. Comment complied with. The reserve report took the screening technology into account when estimating the Company's reserves. N/A
30. Comment complied with. We note, however, that Item 1202(7) of Regulation S-K does not require the technical person primarily responsible for overseeing the preparing of the reserves estimate, or the technical person primarily responsible for overseeing a reserves audit prepared by a third party, to have any particular qualifications. 23
31. Comment complied with. Exhibit 99
32. The total capital expenditures in the reserve report pertain to drilling and completion costs as well as lease operating expenses. The Use of Proceeds from this offering only includes drilling and completion costs since lease operating expenses will be paid from oil sales from producing wells.
<PAGE>
Page Number ------
The capitalized expenditures for undrilled wells equate to $500,000 per well ($6,500,000 / 13 wells = $500,000). The $500,000 cost of drilling and completing a well is for a 100% working interest. Since the Company is expected to have a 90% working interest in wells drilled on the Company's leases, the cost to the Company of drilling and completing each well would be $450,000 ($500,000 x 90%), which corresponds with the amounts shown in the prospectus. N/A
If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
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<TEXT>
HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
--
Will Hart
June 28, 2011
Parker Morrill
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Vanguard Energy Corporation
Registration Statement on Form S-1
File No. 333-174194
This office represents Vanguard Energy Corporation (the "Company").
Amendment No. 2 to the Company's registration statement on Form S-1 has been
filed with the Commission. This letter provides the Company's responses to the
comments received from the staff by letter dated June 9, 2011. The paragraph
numbers in this letter correspond with the numbered paragraphs in the staff's
comment letter. The number under the "page number" column indicates the page
number in the Registration Statement where the response to the comment can be
found. A number preceded with the letter "F" indicates the page number of the
financial statements where the response to the comment can be found.
Page
Number
------
1. Comment complied with. N/A
2. Comment complied with. N/A
3. Comment noted. N/A
4. Comment noted. N/A
5. We anticipate that quotation of our securities will begin
on, or promptly after, the effectiveness of our
registration statement. Paulson Investment Company,
Inc., the representative of the underwriters, will be
facilitating the submission of the Forms 211 with FINRA.
Paulson will be submitting the Forms 211 with FINRA in
the near future. From a practical standpoint, the
Company will not request acceleration of the effective
date of the registration statement unless it is
reasonably assured that its units, common stock and
Class A Warrants have been cleared for quotation on the
OTC Bulletin Board. N/A
6. We will notify our security holders regarding the separation
of our units though the issuance of a press release and
publication of a report on Form 8-K in advance of the date
our units separate and the common stock and the Class A
warrants begin to be quoted separately. N/A
<PAGE>
Page
Number
------
7. The statements which are the subject of this comment have
been removed from the registration statement. 23, 25
8. The check mark has been removed from the box which is the
subject of this comment. Registration
Stmt.
Cover Page
9. The sentence which is the subject of this comment has been
removed from the registration statement. 2
10. Please see our revisions to the cover page with respect to
the separation of the units. The Class A warrants will
become separately quotable on the 45th day after the date
of the prospectus; Paulson Investment Company may, in its
discretion, determine to separate the units earlier. Prospectus
Cover Page
11. Please see our revisions to the cover page with respect to
exercise date of the representative's warrant. It will
become exercisable at any time beginning one year after the
effective date of the registration statement, and will
expire on the fifth anniversary of the effective date. Prospectus
Cover Page
12. Comment complied with. 7
13. Comment complied with. 10
14. Please see our revisions to the risk factor on page 11,
which has been revised to address the Bulletin Board
quotation process. 11
15. This risk factor has been revised such that the word
"two" has been deleted. 12
16. We have added the amount of underwriters' discount to this
section of the prospectus to permit easier computation of
the net proceeds of this offering. 18
17. Comment complied with. 22, 23
18. Comment complied with. 22, 23
19. Comment complied with. 22
20. Comment complied with. 29
21. Comment complied with. 28, 29
22. Comment complied with. F-19, F-20,
F-21
<PAGE>
Page
Number
------
23. We have revised the pro forma statements to include
activity since the earliest period available - July 1,
2009. Reconciliations of the historical and pro forma
activity, resulting from the Company and the Batson Dome
Wells having different fiscal years, are included in Note
2 to the pro forma statements. Lastly, we have clarified
under Note 2(a) that only the activity prior to the
acquisition date is added. F-29, F-30,
F-31
24. We have limited the pro forma financial information to
present statements of revenues and direct operating
expenses as suggested. As disclosed in the notes to the
pro forma statements, we have not made any assumptions
regarding staffing, infrastructure or financings in
presenting the pro forma financial statements for periods
prior to the inception of the Company. F-32, F-33
25. Comment complied with. Item 17, II-3,
II- 4, II-5
26. We have revised our opinion to indicate that the
securities which are being registered have been duly
authorized and, when sold, will be legally issued.
Item 601(b)(5) only requires a legal opinion to
address the legally binding obligations of debt
securities. Exhibit 5
27. Comment complied with. Exhibit 5
28. We believe that the Company has complied with all
disclosure requirements of Items 1202 through 1208 of
Regulation S-K. N/A
29. Comment complied with. The reserve report took the
screening technology into account when estimating the
Company's reserves. N/A
30. Comment complied with. We note, however, that Item
1202(7) of Regulation S-K does not require the technical
person primarily responsible for overseeing the preparing
of the reserves estimate, or the technical person
primarily responsible for overseeing a reserves audit
prepared by a third party, to have any particular
qualifications. 23
31. Comment complied with. Exhibit 99
32. The total capital expenditures in the reserve report
pertain to drilling and completion costs as well as
lease operating expenses. The Use of Proceeds from this
offering only includes drilling and completion costs
since lease operating expenses will be paid from oil
sales from producing wells.
<PAGE>
Page
Number
------
The capitalized expenditures for undrilled wells equate
to $500,000 per well ($6,500,000 / 13 wells = $500,000).
The $500,000 cost of drilling and completing a well is
for a 100% working interest. Since the Company is
expected to have a 90% working interest in wells
drilled on the Company's leases, the cost to the
Company of drilling and completing each well would be
$450,000 ($500,000 x 90%), which corresponds with the
amounts shown in the prospectus. N/A
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
/s/ William Hart
William T. Hart
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