SEC Company Response from Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649) (GSTX) — Oct 12, 2011
Graphene & Solar Technologies Ltd (GSTX) (CIK 0001497649)
Date: Oct. 12, 2011 · CIK: 0001497649 · Accession: 0001004878-11-000352
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174194
Referenced dates: July 20, 2011, October 6, 2011
Letter
Re: Vanguard Energy Corporation Registration Statement on Form S-1 Amendment #4 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
October 12, 2011
Parker Morrill Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
This office represents Vanguard Energy Corporation (the "Company"). Amendment No. 4 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 October 6, 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.
Page Number
1. Comment complied with. 4
2. Comments 28 and 29 of the staff's letter dated July 20, 2011 pertained to the relationship of the numbers in the reserve report to the numbers in the Company's registration statement. As explained in our letter to you dated August 2, 2011, the reserve report assumed the Company had a 100% working interest in the leases covered by the report. The numbers in the Company's registration statement were derived by multiplying the numbers in the reserve report by 90%, which represents the Company's working interest in the leases covered by the reserve report. An explanatory paragraph was added to Exhibit 99 to explain that the Company's oil and gas reserves were computed in this fashion.
Unfortunately, page 1, of the reserve report filed with Amendment No. 1 to the Registration Statement referred to the "Properties" as "Vanguard's Batson Dome Field Properties" and page 2 of the reserve report referred to "Vanguard's Interest in the Properties". This wording naturally caused some confusion since Vanguard only owned a 90% working interest in the leases covered by the
<PAGE>
Page Number report. In Amendment No. 3 to the registration statement, we filed an amended reserve report which:
o replaced the reference on page 1 of the report from "Vanguard's Batson Dome Field Properties" to the "Batson Dome Field Properties"; and
o on page 2 of the report we changed the reference from Vanguard's interest in the properties" to the "Properties".
o In the marked copies sent to the staff following the filing of Amendment No. 3, these changes to the reserve report were marked with the notation C-7 in the margin, which indicated that these were the responses to the staff's comment 7. Exhibit 99
3. Comment complied with. 4, 19
4. The agreement with Exxon/Mobile does not specify how Exxon/Mobile will determine the posted price. We have revised the disclosure regarding this agreement to indicate how a "posted" price is usually established. Please note, however, the well covered by the agreement with Exxon/Mobile has not yet been drilled. 27
5. Comment complied with. 36, 37, 38
6. Comment complied with. Exhibit 1.1
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.
Show Raw Text
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<TYPE>CORRESP
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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
October 12, 2011
Parker Morrill
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Vanguard Energy Corporation
Registration Statement on Form S-1 Amendment #4
File No. 333-174194
This office represents Vanguard Energy Corporation (the "Company").
Amendment No. 4 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 October 6, 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.
Page
Number
1. Comment complied with. 4
2. Comments 28 and 29 of the staff's letter dated July 20,
2011 pertained to the relationship of the numbers in
the reserve report to the numbers in the Company's
registration statement. As explained in our letter to
you dated August 2, 2011, the reserve report assumed
the Company had a 100% working interest in the leases
covered by the report. The numbers in the Company's
registration statement were derived by multiplying the
numbers in the reserve report by 90%, which represents
the Company's working interest in the leases covered by
the reserve report. An explanatory paragraph was added
to Exhibit 99 to explain that the Company's oil and gas
reserves were computed in this fashion.
Unfortunately, page 1, of the reserve report filed with
Amendment No. 1 to the Registration Statement referred to
the "Properties" as "Vanguard's Batson Dome Field
Properties" and page 2 of the reserve report referred
to "Vanguard's Interest in the Properties". This wording
naturally caused some confusion since Vanguard only
owned a 90% working interest in the leases covered by the
<PAGE>
Page
Number
report. In Amendment No. 3 to the registration statement,
we filed an amended reserve report which:
o replaced the reference on page 1 of the report from
"Vanguard's Batson Dome Field Properties" to the
"Batson Dome Field Properties"; and
o on page 2 of the report we changed the reference from
Vanguard's interest in the properties" to the
"Properties".
o In the marked copies sent to the staff following the
filing of Amendment No. 3, these changes to the reserve
report were marked with the notation C-7 in the margin,
which indicated that these were the responses to the
staff's comment 7. Exhibit 99
3. Comment complied with. 4, 19
4. The agreement with Exxon/Mobile does not specify how
Exxon/Mobile will determine the posted price. We have
revised the disclosure regarding this agreement to
indicate how a "posted" price is usually established.
Please note, however, the well covered by the agreement
with Exxon/Mobile has not yet been drilled. 27
5. Comment complied with. 36, 37, 38
6. Comment complied with. Exhibit 1.1
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 T. Hart
By:
William T. Hart
</TEXT>
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