SecProbe.io

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 April 13, 2026

Jason May
Chief Executive Officer
Graphene & Solar Technologies Ltd
11201 North Tatum Boulevard, Suite 300
Phoenix, AZ 85028

 Re: Graphene & Solar Technologies Ltd
 Form 10-K for the Fiscal Year ended September 30, 2024
 Filed July 15, 2025
 File No. 333-174194
Dear Jason May:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

September 12, 2025
Jason May
Chief Executive Officer
Graphene & Solar Technologies Ltd
11201 North Tatum Boulevard, Suite 300
Phoenix, AZ 85028
Re:Graphene & Solar Technologies Ltd
Form 10-K for the Fiscal Year ended September 30, 2024
Filed July 15, 2025
File No. 333-174194
Dear Jason May:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended September 30, 2024
Management's Discussion and Analysis
Overview, page 8
1.Please update the disclosures in MD&A as necessary to address matters arising over
the periods that are prescribed for the report including any subsequent matters that are
current upon filing the report. For example, it appears that your discussion of the 2017
and 2021 transactions should be updated to discuss significant transactions undertaken
in 2023 and 2024, such as the conveyances of entities involving your executive
officers, and the implications of these transactions for your business plans.

Given your disclosures stating that "funding for the Company is imminent in the near
future," explaining that you are "focused upon completing development and initial
sample production of commercially viable silicon wafers and solar cells" and aim "to
establish initial production and begin generating revenue" in 2025, further disclosures
should also be provided to clarify the basis for your expectations as to funding, the
status of efforts to develop a commercial product, and the timeframe.

September 12, 2025
Page 2
Controls and Procedures, page 15
2.We note that you have disclosures indicating your CEO and CFO evaluated disclosure
controls and procedures and internal control over financial reporting and determined
that neither were effective as of the end of the period covered by your report.

However, you have not provided all of the required certifications that pertain not only
to these matters but which must also attest to the truthfulness and completeness of
your disclosures of material facts, the fair presentation of your financial information,
and that any instances of fraud involving management or other employees having a
significant role in internal control over financial reporting have been disclosed.

Please amend your filing as necessary to facilitate or enable appropriate inclusion of
the certification of your CFO to comply with Rule 15d-14(a) of Regulation 15D, and
the certification of your CEO to comply with Rule 15d-14(b) of Regulation 15D, as
prescribed by Item 601(b)(31) and (32) of Regulation S-K.

The certifications that were included with your report should also be updated in
conjunction with this effort, once the amendment is ready to be filed.

Executive Compensation, page 21
3.Please complete the narrative and tabular disclosures regarding executive
compensation to comply with paragraphs (m) through (r) of Item 402 of Regulation S-
K as required by Item 11 of Form 10-K.

Financial Statements, page F-1
4.We note that you have not filed interim reports for your most recently completed three
fiscal quarters, nor any current reports since February 2024.

Please address the requirements in Rule 15d-13 and Rule 15d-11 of Regulation 15D,
considering the timeframe set forth in General Instruction A to Form 10-Q; and the
various topics that must be reported within four days on Form 8-K; and advise us of
your plans to comply with these reporting obligations.

Note 9 - Sale of US Thin Films Corporation , page F-20
We note your disclosure indicating the conveyance of your subsidiary US Thin Films
Corporation to your CFO resulted in a gain although instead of recognizing the gain
you recorded it directly in equity; you cite "accounting guidance for capital
transactions with related parties" as support.

Tell us the specific accounting guidance that you have consulted in formulating this
approach in presenting the transaction in your financial statements, and describe to us
the composition of assets and liabilities that were conveyed/assumed by your CEO in 5.

September 12, 2025
Page 3
conjunction with this transaction.  Please include a schedule quantifying those
accounts and describe for us the circumstances in which each of the liabilities arose
along with the terms for repayment, and identify the counterparties.

Please also reconcile your description of the transaction with your disclosure on page
6, stating that "GSTX has recently restructured its shareholding in US Thin-Film
Corporation [and] ...is now a minority shareholder (19%) of US Thin-Film
Corporation," and expand your disclosures to explain how the activities of this former
subsidiary were determined to be no longer relevant to your current business plans, if
this would accurately characterize your assessment.

Note 11 - Acquisition of Ausquartz Group Holdings Pty Ltd, page F-21
6.We note your disclosure indicating that you acquired a business in exchange for
shares and the assumption of liabilities having a combined value of $879,503,
representing about 287% of your total asset balance as of end of the fiscal year,
although you characterize the price as compensation expense for your CEO.

Tell us how you are able to support your handling of the transaction relative to the
guidance in FASB ASC 805, and address the requirements to file financial statements
of a business acquired to comply with Item 9.01(a) of Form 8-K, based on the
significance testing prescribed by Rule 3-05(b)(2) of Regulation S-X.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Robert Babula at 202-551-3339 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Graphene & Solar Technologies Limited
433 Camden Drive, Suite 600
Beverly Hills CA   90210

  October 31, 2019

Securities and Exchange Commission
Division of Corporation Finance, Office of Beverages, Apparel and Mining
100 F Street NE,
Washington, DC 20249

  Attention:  John Coleman

  Re:
  Graphene & Solar Technologies Limited (the “ Company ”)
Form 10 -K for the fiscal year ended September 30, 2018 Filed January 23, 2019
File No. 333 -174194 (“ Form 10 -K”)

Ladies and Gentlemen:

By letter dated September 18, 2019, the staff (the “ Staff ”) of the Division of Corporation Finance provided
the Company with certain comments on the Company’s Form 10- K.

This letter sets forth the Company’s response to the Staff’s  comments. The numbered comments and headings
set forth below correspond to the numbered comments and headings in the Staff’s letter of dated September 18, 2019.

Item 2. Properties, page 4

1. Please disclose the information regarding your land and mineral rights for each of your material properties
pursuant to paragraph (b)(2) of Industry Guide 7. If you have identified properties in your filing that are not
material, include a statement to that effect in your disclosure and clarify your intentions. For each material
property include the following information:

• The nature of your ownership or interest in the property.

COMPANY’S RESPONSE :
  The Company’s wholly owned subsidiary, Solar Quartz Technologies Limited (SQTL), has a total of 5 leases
registered with the Queensland Department of Natural Resources, Mines and Energy (DNRME), the governing authority under state and federal legislation in Australia. Reference is made to the attached five (5) DNRME public search reports dated Oct 25,  2019. Leases are identified as ML30235, 30236, 30237 (known collectively as Quartz
Hill) and ML 30238 and 30239 (known collectively as White Springs).

Securities and Exchange Commission
October 31, 2019
Page 2

• A description of all interests in your properties, including the terms of all underlying agreements and
royalties.

COMPANY’S RESPONSE :

In Australia all mineral resources for the entire continent that lie at least 10 centimeters below the land sur face are
owned by the Australian Federal government (AFG). The AFG authorizes each individual state government to manage
the business of the mineral resources in its particular state regardless of who owns the land over which the resources lie beneath. The Queensland Government manages these resources on behalf of the state of Queensland. Terms of
these leases are subject to the Queensland State Government Resources Acts including the Mineral Resources Act 1989 (and amendments) (“ MRA ”). Mining and exploration rights are issued and managed by the DNRME

The DNRME public search reports show all leases are held solely by SQTL.

Environmental and land compensation agreements are in place for all leases. Land compensation fees become payable
once leases become operational. Annual total compensation fees for all leases are AU$27,400 per annum, with annual inflation indexed for the duration of the mining lease.
  The lease arrangements  are automatically required to be renegotiated (RTN) as result of the leaseholder being an
affiliate of a public company. This RTN is progressing accordingly. However, royalties are yet to be concluded under
the RTN process.

• An outline of the process by which mineral rights are acquired at the location including details concerning
the basis of entitlement and duration of your mineral rights, surface rights, mining claims or concessions.

COMPANY’S RESPONSE :

The DNRME public reports confirm the le ase area applications were originally lodged on November 16, 2012. Lease
initial term is 15 years from commencement of grant and operations.

• An indication of the type of rights or claims such as placer or lode, exploration or exploitation, State or
Federal, patented or unpatented, lease or concession.

COMPANY’S RESPONSE :
  Rights to mine pursuant to the leases has been completed. As registered in the DNRME public search reports, the
Purposes are: P rocessing plant, Tailings / settling dam, Water supply, Workshop / machinery / storage; and the
Minerals are: Quartz / Quartzite / Silica/ Silica / Silicon /Rock Crystal.

Securities and Exchange Commission
October 31, 2019
Page 3

• Please include certain identifying information, such as the property names, claim numbers, grant numbers,
mining concession name or number, and dates of recording and expiration such that your claims may be
distinguished from other claims that may exist in the area or your properties. If necessary, include this
information as an exhibit to your filing.

COMPANY’S RESPONSE :

Reference is made to the identifying details in the attached DNRME Public Search reports.

• The conditions that must be met to retain your rights, claims or leases, including the quantification and
timing of all necessary payments.

COMPANY’S RESPONSE :

The Company is required to meet all the obligations under the lease conditions; once ope rational, the following
requirements would apply:

   - statutory reporting (quarterly and/or annually) e.g. production, royalty and environmental reporting

   - annual lease fees (currently AU$63.70 per hectare per annum x Total area of leases being 233.38 hectares) =
AU$14,229.31 per annum

   - government royalty fees of AU$0.90 per tonne minerals (quartz) sold/extracted

   - annual Department of Environment and Heritage Protection (DEHP) fees approx. AU$800 per annum

   - initial security deposit – yet to be adjudicated by DEHP/DNRME

• The area of your claims, either in hectares or in acres.

COMPANY’S RESPONSE :
  233.38 hectares total across the 5 lease areas.

2. Please disclose the information required under paragraph (b) of Industry Guide 7 for all material properties
listed under this heading. For any properties identified that are not material, please include a statement to that effect, clarifying your intentions. For each material property include the following information:

• The location and means of access to your property, including the modes of transportation utilized to and
from the property.

Securities and Exchange Commission
October 31, 2019
Page 4

COMPANY’S RESPONSE :

The mining leases are all adjacent to existing state or local government roads. All access is therefore available by road
and private road within lease areas. Such access is the requirement of DNRME and is likewise documented within the
registered leases where access points and routes must be approved and recorded as condition of the leases.

• A brief description of the rock formation s and mineralization of existing or potential economic significance
on the property.

COMPANY’S RESPONSE :
  Reference is made to the independent geological Asset and JORC reports for White Springs and Quartz Hill leases
respectively which is concurrently being furnished by a supplemental filing.

• A description of any work completed on the property and its present condition.

COMPANY’S RESPONSE :

Exploration and geological surveying and mineral quartz sampling has been undertaken per attached independent
geological Asset and JORC reports for White Springs and Quartz Hill leases respectively. Further drilling programs
may be undertaken to optimize the quarrying program as main quartz lodes are mined and/ or for updating JORC
reports.

• The details as to modernization and physical condition of the plant and equipment, including subsurface
improvements and equipment.

COMPANY’S RESPONSE :
  Not applicable at this stage. Contract miners will be engage d and be responsible for all site preparation and majority
of equipment under a subcontract services agreement. It should be noted that the Company will not engage in recovery of the minerals from the site in its own right. The majority of substantial mini ng companies within Australia use
Contract Miners for mineral recovery. The Company will contract with a mining firm, in this case the Company plans
to use NORDEV, a local Townsville company with respect to which management has experience, to conduct all
mining and mineral recovery for the Company. Utilising the services of a Contract Miner is much more cost -effective
and financially sound. Contract Mining firms all have their own equipment staff and resources required to extract
minerals and normally charge a fee price on a per tonne basis to the deposit owner. Management expects that there
will be a fee of $110 per tonne, which fee will include the cost of mining, crashing, sorting, sizing to 25 mil to 75 mil, bulka bags, shipping the bags to the Port of T ownsville, and loading them onto the ships, on behalf of the Company.

• A description of equipment, infrastructure, and other facilities.

Securities and Exchange Commission
October 31, 2019
Page 5

COMPANY’S RESPONSE :
  Not applicable at this stage.

• The current state of exploration of the property.

COMPANY’S RESPONSE :
  Completed.

• The total costs incurred to date and all planned future costs.

COMPANY’S RESPONSE :

Only US$30,000 has been capitalized in respect of these mining leases on the audited consolidated financial accounts
of the Company.

• The source of power and water that can be utilized at the property.

COMPANY’S RESPONSE :
  All mining operations will be powered from on -site generation (diesel generators/renewables) Most plant and
equipment will be mobile, powered from the vehicles own diesel motors. Water will be sourced from bores on the
lease areas.

• If applicable, prov ide a clear statement that the property is without known reserves and the proposed
program is exploratory in nature.

COMPANY’S RESPONSE :

Not applicable. The program is not exploratory.

Securities and Exchange Commission
October 31, 2019
Page 6

3. Please expand your disclosure concerning the exploration plans for the properties as required by paragraph
(b)(4)(i) of Industry Guide 7. The exploration plan should address the following points:

• Disclose a brief geological justification for each of the exploration projects written in nontechnical language.

• Give a breakdown of the exploration timetable and budget, including estimated amounts that will be
required for each exploration activ ity, such as geophysics, geochemistry, surface sampling, drilling, etc. for
each prospect.

• If there is a phased program planned, briefly outline all phases.

• If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

• Disclose how the exploration program will be funded.

COMPANY’S RESPONSE :

There are no further exploration plans beyond work already completed and reported in the geological reports filed
supplementary.

4. We note your disclosure regarding 15 million tons of 99% pure high purity quartz. Please note that only
proven and probable reserves based on a final feasibility study may be disclosed in filings with the United States Securities and Exchange Commission pursuant to the Instructions to Paragraph (b)(5) of Industry Guide 7.
Please forward to our engineer as supplemental information and not as part of your filing, the informatio n that
establishes the legal, technical, and economic feasibility of the materials designated as reserves, as required by
paragraph (c) of Industry Guide 7. The information requested includes, but is not limited to:

• Property and geologic maps.

• Description of your sampling and assaying procedures.

• Drill -hole maps showing drill intercepts.

• Representative geologic cross -sections and drill logs.

• Description and examples of your cut -off calculation procedures. Cutoff grades used for each category of
your reserves.

Securities and Exchange Commission
October 31, 2019
Page 7
•Justifications for the drill hole spacing used to classify and segregate proven and probable reserves.
•A detailed description of your procedures for estimating reserves.
•Copies of any pertinent engineering or geological reports, and executive summaries of feasibility studies or
mine plans including the cash flow analyses.
•Copies of any pertinent marketing studies.
•A detailed permitting and government approval schedule for the project, particularly identifying the
primary environmental or construction approval(s) and your current location on that schedule.
COMPANY’S RESPONSE :
Ple
ase refer to geological reports which are being provided by a supplementary filing. Also filed is:
a)a confidential project feasibility report covering the leases, mining plan of operations and the post processing
of raw high purity quartz materials for the various ranges of high purity quartz (HPQ) products and high purity
quartz sands products.
b)an independently prepared overview of the GSTX/GAET Project Proposal.
Exc
ept for the five DNRME public search reports which are filed with this letter via EDGAR, the other
documents are included in a supplemental response sent via Federal Express.
If
you desire to receive additional information, pleaes advise our counsel, David Ficksman of TrouGould PC, at
(310)789- 1290.
Very truly yours,
Roger May
Executive Chairman
cc:  David Ficksman, Esq.
Nils Ollquist
©©© Copyrighted Material Omitted

December 23, 2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re:Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Fickson

CORRESP
1
filename1.htm

gstx_corresp.htmGraphene & Solar Technologies Limited

433 Camden Drive, Suite 600

Beverly Hills, CA 90210

VIA EDGAR

December 18, 2019

Securities and Exchange Commission

Division of Corporation Finance, Office of Beverages, Apparel and Mining

100 F Street NE,

Washington, DC 20549

Attn: John Coleman

 Re:

 Graphene & Solar Technologies Limited

Form 10-K for the fiscal year ended September 30, 2018

Filed January 23, 2019

File No. 333-174194

Dear Mr. Coleman:

Thank you for accepting my telephone call on December 10, 2019, and for your email below detailing the nature of your requirements as outlined in the SEC Industry Guides and specifically in Industry Guide 7. I believe our telephone discussion was productive in assisting to resolve the outstanding issues of your November 12, 2019 letter.

As you requested, and as I confirmed during our conversation, I will ensure that the changes to the information regarding the mine-sites stated in the 10-K for the fiscal year ended September 30, 2018, are changed in the Form 10-K for the current year ended September 30, 2019, to reflect your understanding of the requirements of Industry Guide 7.

However, as I clearly explained during our conversation, the Company is not a mining company, nor does it plan to be in the foreseeable future. The Company has no plans to conduct significant mining operations in its own right.

That being stated, the Company does own the rights to two (2) mineral deposits of High Purity Quartz (HPQ) at its Quartz Hill and White Springs silica deposits. However, the Company will not conduct mining operations to recover the HPQ; the sole purpose of the Company having rights to these mineral deposits is to own its own feedstock HPQ mineral product to fuel and supply its value-added factory processing operations.

We plan to utilize the services of Townsville based contract miner, NORDEV, to conduct all our mineral recovery as needed on a “Campaign Mining” third-party contractual basis. The Company has not and will not conduct mining operations; it is not a mining company, but a high-tech factory production house using clean-room facilities with value added processing of HPQ to be delivered by our contract miner.

Securities and Exchange Commission

December 18, 2019

Page 2

As also explained during our conversation, we have rights to mineral deposits to provide our own feedstock for our factory operations, rather than purchasing feedstock from a third-party supplier. Accordingly, we are not "engaged in significant mining operations".

   Sincerely,

  /s/ Roger May

 Roger May

    Executive Chairman

cc:      David Ficksman, Esq.

December 17, 2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re:Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
            We issued comments to you on the above captioned filing on November 12, 2019.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by January 3, 2020.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Fickson

November 12, 2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re:Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
            We have reviewed your October 31, 2019 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 18, 2019 letter.
Form 10-K for the fiscal year ended September 30, 2018 filed January 23, 2019
Item 2. Properties, page 4
1.We note your response to comments 1 to 3.  Please provide your proposed draft disclosure
and tell us if these changes will be incorporated in your 10-K for your fiscal year ended
September 30, 2019.
2.We note your response to comment 4.  Please note that only proven and probable reserves
based on a final feasibility study may be disclosed in filings with the United States
Securities and Exchange Commission pursuant to the Instructions to Paragraph (b)(5) of
Industry Guide 7.  It appears the 15 million tons of high purity quartz that are disclosed in
your filing are only defined to the inferred resource category.  Inferred resources cannot
be moved to a proven or probable reserve category without additional geological work.
Please revise to remove this tonnage and grade estimate from your filing.

 FirstName LastNameRoger May
 Comapany NameGraphene & Solar Technologies Limited
 November 12, 2019 Page 2
 FirstName LastName
Roger May
Graphene & Solar Technologies Limited
November 12, 2019
Page 2
3.Additionally as a company with no mineral reserves you must be classified as an
exploration stage company pursuant to Paragraph (a)(4)(i) of Industry Guide 7.  Please
revise your filing to clarify that you are an exploration stage company until you have
mineral reserves.
            You may contact John Coleman at 202-551-3610 or Pam Howell at 202-551-3357 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Fickson

October 18, 2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re:Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
            We issued comments to you on the above captioned filing on September 18, 2019.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by November 4, 2019.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact John Coleman at 202-551-3610 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David Fickson

September 18, 2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re:Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
            We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended September 30, 2018 filed January 23, 2019
Item 2. Properties, page 4
1.Please disclose the information regarding your land and mineral rights for each of your
material properties pursuant to paragraph (b)(2) of Industry Guide 7. If you have
identified properties in your filing that are not material, include a statement to that effect
in your disclosure and clarify your intentions. For each material property include the
following information:

• The nature of your ownership or interest in the property.

• A description of all interests in your properties, including the terms of all underlying
agreements and royalties.

• An outline of the process by which mineral rights are acquired at the location including
details concerning the basis of entitlement and duration of your mineral rights, surface

 FirstName LastNameRoger May
 Comapany NameGraphene & Solar Technologies Limited
 September 18, 2019 Page 2
 FirstName LastNameRoger May
Graphene & Solar Technologies Limited
September 18, 2019
Page 2
rights, mining claims or concessions.

• An indication of the type of rights or claims such as placer or lode, exploration or
exploitation, State or Federal, patented or unpatented, lease or concession.

• Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording and
expiration such that your claims may be distinguished from other claims that may exist in
the area or your properties. If necessary, include this information as an exhibit to your
filing.

• The conditions that must be met to retain your rights, claims or leases, including the
quantification and timing of all necessary payments.

• The area of your claims, either in hectares or in acres.
2.Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties listed under this heading. For any properties identified that are not
material, please include a statement to that effect, clarifying your intentions. For each
material property include the following information:

• The location and means of access to your property, including the modes of transportation
utilized to and from the property.

• A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.

• A description of any work completed on the property and its present condition.

• The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

• A description of equipment, infrastructure, and other facilities.

• The current state of exploration of the property.

• The total costs incurred to date and all planned future costs.

• The source of power and water that can be utilized at the property.

• If applicable, provide a clear statement that the property is without known reserves and
the proposed program is exploratory in nature.

 FirstName LastNameRoger May
 Comapany NameGraphene & Solar Technologies Limited
 September 18, 2019 Page 3
 FirstName LastNameRoger May
Graphene & Solar Technologies Limited
September 18, 2019
Page 3
3.Please expand your disclosure concerning the exploration plans for the properties as
required by paragraph (b)(4)(i) of Industry Guide 7. The exploration plan should address
the following points:

• Disclose a brief geological justification for each of the exploration projects written in
nontechnical language.

• Give a breakdown of the exploration timetable and budget, including estimated amounts
that will be required for each exploration activity, such as geophysics, geochemistry,
surface sampling, drilling, etc. for each prospect.

• If there is a phased program planned, briefly outline all phases.

• If there are no current detailed plans to conduct exploration on the property, disclose this
prominently.

• Disclose how the exploration program will be funded.
4.We note your disclosure regarding 15 million tons of 99% pure high purity quartz.  Please
note that only proven and probable reserves based on a final feasibility study may be
disclosed in filings with the United States Securities and Exchange Commission pursuant
to the Instructions to Paragraph (b)(5) of Industry Guide 7. Please forward to our engineer
as supplemental information and not as part of your filing, the information that establishes
the legal, technical, and economic feasibility of the materials designated as reserves, as
required by paragraph (c) of Industry Guide 7. The information requested includes, but is
not limited to:

• Property and geologic maps.

• Description of your sampling and assaying procedures.

• Drill-hole maps showing drill intercepts.

• Representative geologic cross-sections and drill logs.

• Description and examples of your cut-off calculation procedures.

• Cutoff grades used for each category of your reserves.

• Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves.

 FirstName LastNameRoger May
 Comapany NameGraphene & Solar Technologies Limited
 September 18, 2019 Page 4
 FirstName LastName
Roger May
Graphene & Solar Technologies Limited
September 18, 2019
Page 4

• A detailed description of your procedures for estimating reserves.

• Copies of any pertinent engineering or geological reports, and executive summaries of
feasibility studies or mine plans including the cash flow analyses.

• Copies of any pertinent marketing studies.

• A detailed permitting and government approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

Please provide this information on a CD, formatted as Adobe PDF files. You may ask to
have this information returned by making a written request at the time it is furnished, as
provided in Rule 12b-4 of Regulation 12B.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Coleman at 202-551-3610 or Pam Howell at 202-551-3357 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

gstx_corresp.htmGRAPHENE & SOLAR TECHNOLOGIES LIMITED

 433 North Camden Drive, Suite 600

 Beverly Hills, CA 90210

 April 9, 2019

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-6010

  Re:  Graphene & Solar Technology Limited

   Registration Statement on Form S-1 (Reg. No. 333-230734)

 Ladies and Gentlemen:

 On behalf of Graphene & Solar Technology Limited, the undersigned hereby requests that the Securities and Exchange Commission (“Commission”) issue an order declaring the above-referenced Registration Statement effective at 9:30 A.M., Washington, D.C. time, on Friday, April 12, 2019, or as soon thereafter as is practicable. Please call our counsel, David Ficksman, at 310-789-1290 to inform him of the effectiveness.

       Very truly yours,

    /s/ Roger May

  Roger May

     Chief Executive Officer

April 9, 2019
Roger May
Interim CEO
Graphene & Solar Technologies Limited
433 North Camden Drive, Suite 600
Beverly Hills, California 90212
Re:Graphene & Solar Technologies Limited
Registration Statement on Form S-1
Filed April 5, 2019
File No. 333-230734
Dear Mr. May:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Killoy at 202-551-7576 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

October  29, 2014

Via E -mail
Warren M. Dillard
Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Boulevard
Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
 Form 10 -K for Fiscal Year Ended
September 30 , 2013
Filed January 3 , 2014
File No. 333-174194

Dear Mr. Dillard :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely ,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                                 October 7, 2014

PJ Hamidi
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Form 10-K for the fiscal year ended September 30, 2013
            Current report on Form 8-K filed File June 19, 2014
            File No. 333-174194

     This  office  represents   Vanguard  Energy  Corporation  (the  "Company").
Amendment No. 1 to the Company's  Form 10-K for the fiscal year ended  September
30, 2013 and the  Amendment No. 1 to the  Company's  current  report on Form 8-K
filed June 19, 2014 have been filed with the  Commission.  This letter  provides
the Company's  responses to the comments received from the staff by letter dated
July 28, 2014. 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 amended  reports where the response to
the comment can be found.

                                                                     Page Number
                                                                     -----------

1.     Comment complied with.                                     10-K/A: 24, 27

2.     Comment complied with.                               8-K/A: Exhibit 10.13

      If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.

                                           Very truly yours,

                                           HART & HART, LLC

                                           By: /s/ William T. Hart

                                               William T. Hart
</TEXT>
</DOCUMENT>

July 28, 2014

Via E -mail
Warren M. Dillard
Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Boulevard
Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
 Form 10 -K for Fiscal Year Ended September 30, 2013
Filed January 3, 2014
Response dated July 3, 2014
Current Report on Form 8 -K
Filed June 19, 2014
File No. 333-174194

Dear M r. Dillard :

We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when  you will provide the requested
response.   If 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 filing and the information you provide in
response to these comments, we may have additional comments.

Response dated  July 3, 2014

1. In your response  to the comments in our letter dated April 10, 2014 , you state that your
sale of substantially all your assets obviates  the need to respond to the comments in our
letter because  amending your filing would fail to “ provide any useful information to the
average investor.”  However,  not all comment s in our letter relate  to your sold assets .  As
such, we reissue prior comments  4 and 6 from our letter dated April 10, 2014.   Please
reconcile your statement on page 24 that you did not compensate your directors for acting
as such during the fiscal year ended September 30, 2013 with your disclosure in the
summary compensation table that former director R. Gerald Bailey received $180,000 in

Warren M. Dillard
Vanguard Energy Corporation
July 28, 2014
Page 2

 compensation in the fiscal year ended September 30, 2013.   Also, please address the
affiliation between the Company and Vanguard Net Profits LLC.

Current Report on Form 8 -K filed June 19, 2014

2. Please amend your Form 8 -K to file the asset sale agreement as an exhibit.

Closing Comments

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

Please contact PJ Hamidi  at (202) 551 -3421 or, in his absence, the undersigned  at (202)
551-3762  with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

cc: William T. Hart
Hart & Hart LLC

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                  harttrinen@aol.com
Will Hart                                                        (303) 839-0061
Fax: (303) 839-5414

                                  July 2, 2014

P.J. Hamidi
Securities and Exchange Commission
100 F Street, N.E.,
Washington, D.C. 20549

      Re:   Vanguard Energy Corporation

     This office represents  Vanguard Energy  Corporation.  On June 17, 2014 the
Company sold all of its oil and gas  properties.  See the  Company's 8-K reports
filed on April 17, 2014 and June 19,  2014.  The  proceeds  from the sale of the
properties  were primarily used to pay the holders of the Company's  convertible
notes.  Since the  Company  no longer  has any oil or gas  properties,  or other
materials  assets,  amending  the  Company's  1934 Act reports to respond to the
staff's  comment  letter  dated  April 10,  2014  would not  provide  any useful
information to the average investor.

      If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.

                                       Very Truly Yours,

                                       HART & HART, LLC

                                         /s/ William T. Hart
                                       By
                                            William Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.               ________                  harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                 April 28, 2014

P.J. Hamidi
Securities and Exchange Commission
100 F Street, N.E.,
Washington, D.C. 20549

      Re:   Vanguard Energy Corporation
            Form 10-K for Fiscal Year Ended September 30, 2013
            Form 10-Q for Period Ended December 31, 2013

      This office represents Vanguard Energy Corporation. The Company plans to
respond to the staff's letter dated April 10, 2014 by May 12, 2014.

      If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.

                                        Very Truly Yours,

                                        HART & HART, LLC

                                           /s/ William T. Hart
                                        By
                                            William Hart

</TEXT>
</DOCUMENT>

April 10, 2014

Via E -Mail
Mr. Warren Dillard
Principal Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd. Suite 1600
Houston , Texas  77056

Re: Vanguard Energy Corporation
 Form 10-K for the Fiscal Year ended September 30, 2013
Filed January 3, 2014
Form 10 -Q for the Fiscal Quarter ended December 31, 2013
Filed February 13, 2014
File No. 333-174194

Dear Mr. Dillard :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10-K for the Fiscal Year ended September 30, 2013

Business, page 2

Batson Dome and Hull -Daisetta Fields, page 3

1. Please expand your disclosure to provide the production quantities and the average sales
price by final product sold and the average production cost per unit of production to
comply with  the disclosure requirements in Item 1204 of Regulation S -K.

Mr. Warren Dillard
Vanguard Energy Corporation
April 10, 2014
Page 2

 Exhibit  99

2. We note that although you disclose the net quantities of probable  undeveloped reserves
on page 9 of the filing , the reserves report at Exhibit 99 does not include  information
relating to such reserves.  Please either obtain and file a revised reserve report that covers
your probable reserves, or revise the disclosure in your filing to ensure consistency with
the information that is covered by the reserves report.

3. We note that t he reserve report does not i nclude certain information that is  required by
Item 1202(a)(8) of Regulation S -K.  Please obtain and file a revised reserves report that
includes  the following information in order to satisfy your filing obligations.

 The purpose for which the report was p repared (e.g. one reason may be for
inclusion as an exhibit in a filing made with the U.S. Securities and Exchange
Commission (SEC) (Item 1202(a)(8)(i)).

 The proportion of the Company’s total proved reserves that are covered by the
report (Item 1202(a)(8) (iii)).

 A statement that the assumptions, data, methods and procedures used in the
preparation of the report are appropriate for the purpose served by the report (Item
1202(a)(8)(iv)).

 A discussion of the primary economic assumptions (e.g. the average re alized
prices, initial benchmark prices and associated price reference point or pricing
hub by product type for the reserves) (Item 1202(a)(8)(v)).

 A statement that the third party has used all methods and procedures as it
considered necessary under the c ircumstances to prepare the report (Item
1202(a)(8)(viii)).

Executive Compensation, page 24

4. On page 24, you disclose that you did not compensate your directors for acting as such
during the fiscal year ended September 30, 2013.   Please reconcile this sta tement with
your disclosure in the summary compensation table that former director R. Gerald Bailey
received $180,000 in compensation in the fiscal year ended September 30, 2013.

5. We note that Delton Drum is employed as the president of C.F.O., Inc. and the C.E.O. of
Drum Equipment/Drum Oil & Gas, Inc.   Please disclose the amount of time that you
anticipate Mr. Drum will devote to your business.

Mr. Warren Dillard
Vanguard Energy Corporation
April 10, 2014
Page 3

 Certain Relationships and Related T ransactions…, page 27

6. Address the affiliation between the Company and Vanguard Net Profits LLC, which is
referenced on pages 5 and F -14.

Form 10 -Q for the Fiscal Quarter ended December 31, 2013

Management’s Discussion  and Analysis of Financial Condition  and Plan of Operation, page 13

7. We note your disclosure explaining that oil and gas sales for the quarter ended December
31, 2013 were significantly less than for the quarter ended December 31, 2012 due to
decreased production.  Please disclose the reason s production volumes decreased and
describe any remedial actions you plan to undertake.  Please adhere to the guidance in
Item 303(a)(3) of Regulation S -K, as it pertains to required disclosures about significant
economic changes, known trends and uncertai nties, and price and volume comparisons.

8. We understand from your disclosure in the Form 8 -K that you filed on April 3, 2014 that
you were unable to make the required interest payments related to the convertible secured
promissory notes in March 2014, an d are therefore in default and that counterparties may
declare the principal and all accrued interest immediately due and payable.  You are
required to disclose information about known trends, demands, commitments, events and
uncertainties that either have  changed or are reasonably likely to change your liquidity in
any material way to comply with Item 303(a)(1) of Regulation S -K.  Given the
circumstances, it appears you need additional disclosure about your interest payment
obligations, such as the factors  impacting your ability to comply with the terms of the
notes, description of assets securing the instruments and their relative significance to your
operations, and your plans for resolving events of default and the reasonably likely
consequences of being  unable or unsuccessful in this regard.  Please submit the revisions
you propose to address these disclosure requirements based on the information of which
you were aware at the time of filing your report.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Warren Dillard
Vanguard Energy Corporation
April 10, 2014
Page 4

  the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact John Cannarella at (202) 551 -3337 or Karl Hiller at (202) 551 -3686 if
you have questions r egarding comments on the financial statements and related matters.  For
questions regarding comments on engineering matters, you may contact  John Hodgin at (202)
551-3699.  Please contact PJ Hamidi at (202) 551 -3421 or, in his absence, the undersigned at
(202) 551 -3762 with any other questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                          VANGUARD ENERGY CORPORATION
                         1330 Post Oak Blvd., Suite 1600
                                Houston, TX 77506
                                 (713) 627-2500

                               September 30, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Form S-3
            File No. 333-187697

      Vanguard Energy Corporation (the "Company") requests that the effective
date of the above captioned Registration Statement be accelerated to October 4,
2013, 1:00 P.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the  Company  may not assert 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.

                                     Very Truly Yours,

                                     /s/ Warren M. Dillard

                                     Warren M. Dillard, Chief Executive
                                     Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203

William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                               September 18, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-3
            File No. 333-187697

     This office represents Vanguard Energy Corporation (the "Company").

     Amendment No. 3 to the above  captioned  registration  statement  have been
filed with the Commission. In response to the staff's letter of July 31, 2013:

          o    the  units  issuable  upon  the  exercise  of  the  underwriters'
               warrants have been removed from the filing, and

          o    the legal opinion, filed as Exhibit 5, has been revised.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                            By
                               William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.                ________                 harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                 August 15, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-3, Amendment #3
            File No. 333-187697

      This office represents Vanguard Energy Corporation (the "Company").

      The attached pages show the proposed changes to the Company's Registration
statement which will be made in response to the staff's letter of July 31, 2013.

      If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.

                                       Very Truly Yours,

                                       HART & HART, LLC

                                       /s/ William T. Hart

                                       William T.  Hart

WTH:ls

<PAGE>

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective  amendment thereto that shall become effective upon filing with
the  Commission  pursuant to Rule 462(e)  under the  Securities  Act,  check the
following box. [ ]

If this Form is a  post-effective  amendment to a registration  statement  filed
pursuant to General Instruction I.D. filed to register additional  securities or
additional  classes of securities  pursuant to Rule 413(b) under the  Securities
Act, check the following box. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated filer", and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.

       Large accelerated filer   [  ]          Accelerated filer   [  ]

       Non-accelerated filer   [  ]            Smaller reporting company  [X]
(Do not check if a smaller reporting company)

                         CALCULATION OF REGISTRATION FEE

Title of each                             Propsed       Proposed
 Class of                                 Maximum       Maximum
Securities                 Securities     Offering      Aggregate     Amount of
  to be                      to be        Price Per     Offering    Registration
Registered                 Registered     Share (1)      Price        Fee (1)
----------                 ----------     ---------     --------    -----------

Common stock (2)            4,800,000       $1.50      $7,200,000

Common Stock (3)              480,000       $1.20      $  576,000

Class A Warrants (4)          480,000          --              --
                          -----------                 -----------

Total                                                  $7,776,000       $1,061
                                                       ==========

(1)  Offering price calculated in accordance with Rule 457.

(2)  Shares issuable upon the exercise of Class A warrants.

(3)  Shares issuable upon the exercise of underwriters' warrants.

(4)  Class A warrants issuable upon exercise of underwriter's warrants.

                                       1
<PAGE>

     The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  l933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

                           VANGUARD ENERGY CORPORATION

                                  Common Stock

     By means of this prospectus we are offering up to:

     o    4,800,000  shares  of our  common  stock  which we may  sell  upon the
          exercise of our Class A warrants;

     o    480,000  shares of our common  stock  issuable  upon the  exercise  of
          warrants we issued to the underwriters of our initial public offering;
          and

     o    480,000  Class A warrants  issuable  upon the  exercise  underwriters'
          warrants

     Our common stock is traded on the OTC Bulletin Board under the symbol VNGE.
On July 10, 2013 the closing  price for our common stock was $0.17.  Our Class A
warrants are also traded on the OTC Bulletin  Board under the symbol  VNGEW.  On
August 12, 2013 the closing price for one Class A warrant was $0.02. There is no
trading  market for the units  issuable  upon the exercise of the  underwriters'
warrants.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

     THESE  SECURITIES ARE  SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A
DESCRIPTION  OF  CERTAIN   IMPORTANT   FACTORS  THAT  SHOULD  BE  CONSIDERED  BY
PROSPECTIVE  INVESTORS,   SEE  "RISK  FACTORS"  BEGINNING  ON  PAGE  5  OF  THIS
PROSPECTUS.

                 The date of this prospectus is August __, 2013.

                                       2

<PAGE>

      In connection with the December 2011 initial public offering, we issued
warrants to the underwriters of the offering. The underwriter's warrants allow
the holders to purchase 480,000 units at a price of $1.20 per unit at any time
prior to February 28, 2016. Each unit consists of one share of our common stock
and one Class A warrant.

      Accordingly, this offering pertains to:

     o    4,800,000 shares of our common stock issuable upon the exercise of the
          Class A warrants;

     o    480,000  shares of our common  stock  issuable  upon the  exercise  of
          warrants we issued to the underwriters of our initial public offering;
          and

     o    480,000 Class A warrants  issuable upon the exercise of  underwriters'
          warrants.

Common Stock Outstanding:   As of August 12, 2013, we had 12,741,512 outstanding
                            shares of common stock. The number of outstanding
                            shares does not give effect to shares which may be
                            issued upon the exercise and/or conversion of
                            options, warrants or other convertible securities.

Risk Factors:               Any  purchase  of our  securities  involves a high
                            degree of risk.  Risk  factors  include  our short
                            operating  history and the possible need for us to
                            sell   shares  of  our   common   stock  to  raise
                            capital.  See the "Risk  Factors"  section of this
                            prospectus below for additional Risk Factors.

OTCBB Symbols:
    Common Stock            VNGE
    Class A Warrants        VNGEW

Forward-Looking Statements

      This prospectus contains "forward-looking statements," as that term is
used in federal securities laws, concerning our financial condition, results of
operations and business. You can find many of these statements by looking for
words such as "believes," "expects," "anticipates," "estimates" or similar
expressions used in this prospectus. These statements include, among others:

     We have based these forward-looking  statements on our current expectations
about future events.  The  forward-looking  statements  include  statements that
reflect  management's   beliefs,   plans,   objectives,   goals,   expectations,
anticipations and ntentions with respect to our financial condition,  results of

                                       4
<PAGE>

      Accordingly, this offering pertains to:

     o    4,800,000 shares of our common stock issuable upon the exercise of our
          Class A warrants;

     o    480,000  shares of our common  stock  issuable  upon the  exercise of
          warrants we issued to the underwriters of our initial public offering;
          and

     o    480,000   Class  A  warrants   issuable   upon  the  exercise  of  the
          underwriters' warrants. Unless registered,  any shares issued upon the
          exercise of these warrants will be restricted securities, as that term
          is defined in Rule 144 of the Securities and Exchange Commission.

      Any shares issued upon the exercise of any warrant will be issued directly
to the holder of the warrant.

                            DESCRIPTION OF SECURITIES

Common Stock

      We are authorized to issue 50,000,000 shares of common stock. Holders of
our common stock are each entitled to cast one vote for each share held of
record on all matters presented to the shareholders. Cumulative voting is not
allowed; hence, the holders of a majority of our outstanding common shares can
elect all directors.

      Holders of our common stock are entitled to receive such dividends as may
be declared by our Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of our assets after
payment of liabilities. Our Board of Directors is not obligated to declare a
dividend. Our borrowing arrangement contains terms that require the lenders to
approve dividend payments. It is not anticipated that dividends will be paid in
the foreseeable future.

      Holders of our common stock do not have preemptive rights to subscribe to
additional shares if issued. There are no conversion, redemption, sinking fund
or similar provisions regarding the common stock. All outstanding shares of
common stock are fully paid and nonassessable.

Preferred Stock

      We are authorized to issue 5,000,000 shares of preferred stock. Shares of
preferred stock may be issued from time to time in one or more series as may be
determined by our Board of Directors. The voting powers and preferences, the
relative rights of each such series and the qualifications, limitations and
restrictions of each series will be established by the Board of Directors. Our
directors may issue preferred stock with multiple votes per share and dividend

                                       9
<PAGE>

                                   EXHIBIT 5

                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.               ________          Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                                 August 15, 2013

Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506

     This letter will constitute an opinion upon the legality of the issuance by
Vanguard Energy  Corporation,  a Colorado  corporation (the  "Company"),  of the
following securities,  all as referred to in the Registration  Statement on Form
S-3 filed by the Company with the Securities and Exchange Commission:

     o    4,800,000  shares of the  Company's  common  stock  issuable  upon the
          exercise of the Company's Class A warrants;

     o    480,000  shares  of the  Company's  common  stock  issuable  upon  the
          exercise of warrants  the Company  issued to the  underwriters  of its
          initial public offering ; and

     o    480,000 Class A warrants issuable upon the exercise of  underwriters'
          warrants.

     We have examined the Articles of Incorporation, the Bylaws, and the minutes
of the Board of Directors of the Company,  and the applicable  laws of the State
of Colorado  applicable  provisions  of the  Colorado  Revised  Statutes and the
Colorado  Constitution,  all reported judicial decisions  interpreting the same,
and a copy of the Registration Statement.

    In our opinion:

     o    The Class A warrants are the binding obligations of the Company;

     o    any shares of common  stock  issued  upon the  exercise of the Class A
          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;

     o    any  shares  of  common  stock  issuable  upon  the  exercise  of  the
          underwriters'  warrants will be legally issued and will represent full
          paid and non-assessable shares of the Company's common stock; and

<PAGE>

     o    any Class A warrants  issued upon the  exercise  of the  underwriters'
          warrants,  if the  underwriters'  warrants are exercised in accordance
          with   their   terms,   will  be  legally   issued,   fully  paid  and
          non-assessable.

                                          Very truly yours,

                                          HART & HART, LLC

                                          /s/ William T. Hart

                                          William T. Hart

<PAGE>

                                  EXHIBIT 23.1

                              CONSENT OF ATTORNEYS

      Reference is made to the Registration Statement of Vanguard Energy
Corporation on Form S-3 whereby the Company plans to sell the following
securities:

     o    4,800,000  shares of the  Company's  common  stock  issuable  upon the
          exercise of the Company's Class A warrants;

     o    480,000  shares  of the  Company's  common  stock  issuable  upon  the
          exercise of the warrants the Company issued to the underwriters of its
          initial public offering warrants; and

     o    480,000 Class A warrants  issuable upon the exercise of  underwriters'
          warrants.

      Reference is also made to Exhibit 5 included in the Registration Statement
relating to the validity of the securities proposed to be issued and sold.

      We hereby consent to the use of our opinion concerning the validity of the
securities proposed to be issued and sold.

                                        Very truly yours,

                                        HART & HART, LLC

                                        /s/ William T. Hart

                                        William T. Hart

Denver, Colorado
August 15, 2013

</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                  July 22, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-3
            File No. 333-187697

     This office represents Vanguard Energy Corporation (the "Company").

     Amendment No. 2 to the above  captioned  registration  statement  have been
filed with the  Commission.  In response to the staff's  letter of June 28, 2013
the legal opinion, filed as Exhibit 5, has been revised.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & HART, LLC

                              /s/ William T. Hart

                             By
                                  William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                  July 9, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Post-Effective Amendment #4 to Form S-1
            File No. 333-174194

     This office represents Vanguard Energy Corporation (the "Company").

     Post-Effective  Amendment #4 to the above captioned  registration statement
has been filed with the Commission. The following are the Company's responses to
the Staff's letter dated June 28, 2013:

     1. In December 2011, in its initial public offering, the Company sold:

          o    4,800,000 shares of common stock;

          o    4,800,000 Class A warrants; and

          o    Underwriters'  warrants.  The  Underwriters'  warrants  allow the
               holders to purchase  up to 480,000  units at a price of $1.20 per
               unit at any time prior to February 28, 2016.  Each unit  consists
               of one  share  of the  Company's  common  stock  and one  Class A
               warrant.

     None of the Class A warrants and none of the  underwriters'  warrants  have
been exercised.  The table accompanying the Explanatory Note has been revised in
this respect.

     2. The wording which is the subject of this comment has been revised.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                               By
                                   William T.  Hart
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________            Email: harttrinen@aol.com
Will Hart                        (303) 839-0061              Fax: (303) 839-5414

                                  June 24, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Post-Effective Amendment to Form S-3
            File No. 333-174194

     This office represents Vanguard Energy Corporation (the "Company").

     Post-effective  amendments  2 and 3 to  the  above  captioned  registration
statement have been filed with the Commission.  Please disregard  post-effective
amendment No. 2.

     In response to the staff's letter of May 6, 2013, the Company's has revised
the number of shares it is withdrawing from  registration.  Please see the table
under the caption "Explanatory Note" for information  concerning the shares that
are being withdrawn.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                  Very Truly Yours,

                                  HART & HART, LLC

                                 /s/ William T. Hart

                               By
                                  William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                       (303) 839-0061               Fax: (303) 839-5414

                                  June 24, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-3
            File No. 333-187697

     This office represents Vanguard Energy Corporation (the "Company").

     Amendment No. 1 to the above  captioned  registration  statement  have been
filed with the Commission. In response to the staff's letter of May 6, 2013:

     o    the  Company is  relying  on Rule 415  (a)(1),  Rule  415(a)(iii)  and
          General  Instruction  I.B.4.  (a)(3) to Form S-3 for  purposes  of the
          transaction, and

     o    the Company's has revised the shares it is registering. The Company is
          not  registering  any shares  issuable  upon the  exercise of warrants
          which are not outstanding.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                Very Truly Yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                             By
                                William T.  Hart

</TEXT>
</DOCUMENT>

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

April 23, 2013

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
Filed  April 3, 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. We note your statement on page 3 of your filing that:

… [T]his offering pertains to:

 4,800,000 shares of our common stock issuable upon the exercise of the
Class A warrant s,
 480,000 shares of our common stock issuable upon the exercise of the
underwriters’ warrants, and
 480,000 shares of our common stock issuable upon the exercise of the
Class A warrants which the underwriters’ [sic] may acquire should the
underwriters’ war rants be exercised in full.

Warren M. Dillard
Vanguard Energy Corporation
April 23, 2013
Page 2

 It appears from the registra tion fee table of one of your previous filings, specifically
Amendment No. 5 to Form S -1 (file number 333 -174194), filed November 7, 2011, that
you may have already registered the issuances of these securities pursuant to the previous
Form S -1.  Please exp lain to us why you are now register ing the above -described
transactions on a new registration statement.   We may have further comments after
reviewing your response.

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 ar e 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 co mpany
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 t he 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 reques ts 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
April 23, 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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                 April 23, 2013

Norman von Holtzendorff
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-3
            File No. 333-187697

     This office  represents  Vanguard Energy  Corporation (the  "Company").  In
response to the staff's letter of this date, the Company's previous registration
statement on Form S-1 (file No.  333-174194)  is no longer current and cannot be
used to register the shares  issuable upon the exercise of the  warrants,  which
are the subject of the Company's  registration  statement on Form S-3, since the
financial  statements  in the S-1 are more than sixteen  months old (See Section
10.(a)(3) of the Securities Act of 1933).  By using a registration  statement on
Form S-3, which  incorporates 1934 Act filings,  the S-3 registration  statement
will not need to be updated or amended, except in unusual circumstances.

     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                    Very Truly Yours,

                                    HART & HART, LLC

                                    /s/ William T. Hart

                                 By
                                   William T.  Hart

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                           VANGUARD ENERGY CORPORATION
                         1330 Post Oak Blvd. Suite 1600
                                Houston, TX 77056
                                 (713) 627-2500

                                 March 11, 2013

Sirimal R. Mukerjee
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Form S-1
            File No. 333-180987

      Vanguard Energy Corporation (the "Company") requests that the effective
date of the above captioned Registration Statement be accelerated to March 14,
2013, 4:30 P.M. Eastern time, or as soon as practicable thereafter.

      The Company understands that:

     o    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;

     o    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

     o    the  Company  may not assert 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.

                                      Very Truly Yours,

                                      /s/ Warren Dillard

                                      Warren Dillard, Chief Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________                   harttrinen@aol.com
Will Hart                                                         (303) 839-0061
Fax: (303) 839-5414

                                February 27, 2013

Sirimal R. Mukerjee
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-1, Amendment No. 3
            File No. 333-186103

     This  office  represents   Vanguard  Energy  Corporation  (the  "Company").
Amendment  No. 3 to the  Company's  Registration  Statement on Form S-1 has been
filed with the Commission.  In response to the staff's letter dated February 12,
2013:

     o    the financial statements have been updated,

     o    the tax opinion, filed as Exhibit 8, has been modified, and

     o    a consent with respect to the tax option has been added.

      If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.

                                         Very Truly Yours,

                                         HART & HART, LLC

                                          /s/ William T. Hart

                                         By
                                              William T.  Hart

WTH:ls
</TEXT>
</DOCUMENT>

February  12, 201 3

Via U.S. Mail
Warren M. Dillard
President  and Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
Amendment No. 2  to Registration Statement on Form S-1
Filed January  30, 201 3
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your amended registration statement  and letter dated January  31,
2013, and we have the following comments.  We have limited our review of your filing 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 .  If 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 reviewin g 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 -1

Financial Statements

1. Please provide updated  financial statements.  Please refer to Rule 8 -08 of Regulation S -
X.

Warren M. Dillard
Vanguard Energy Corporation
February  12, 201 3
Page 2

 Exhibits

Exhibit 8.1

2. Please obtain and file a revised tax opinion that addresses and expresses a conclusion for
the material federal tax consequences of the exchange.  In that regard, we note that the
disclosure in the  prospectus indicates at page 38 that i n the opinion of Hart & Trinen, the
exchange of the Class A warrants for the Series C warrants will not result in a taxable
gain or loss to the holders of the Series C warrants.   However, the  opinion filed as Exhibit
8.1 appears to be limited to whether the exchange is taxable “pursuant to Section
354(a)(1) and 368 (a)(1)(E).”  Please ensure that the revised opinion addresses whether
the exchange will result in taxable gain or loss to the hold ers of the Series C warrants
pursuant to all applicable Internal Revenue Code provisions, regulations and revenue
rulings .  Please refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in
Registered Offerings, Section III.C with respect t o the su bstance of tax opinions .  In
addition, please ensure that the prospectus discussion regarding tax matters is consistent
with the revised tax opinion.

3. Please ensure that the revised tax opinion includes a consent from counsel to the
prospectus discussion o f such opinion, and a consent to being named in the registration
statement.  See Securities Act Rule 436.   Please also refer to Staff Legal Bulletin No. 19
at Section IV.

Closing Comments

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 th e effective date
of the pending regist ration 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 to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adeq uacy and accuracy of the disclosure in the filing; and


Warren M. Dillard
Vanguard Energy Corporation
February  12, 201 3
Page 3

  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 aw are 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.

Please contact Sirimal R. Mukerjee  at (202) 551-3340 or , in his absence, Laura Nicholson
at (202) 551 -3584 or me at (202) 551 -3740  with any questions.

Sincerely,

/s/ A .N. Parker for

H. Roger Schwall
Assistant Director

cc: Via Facsimile
William T. Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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
                                January 30, 2013

Sirimal R. Mukerjee
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-1
            File No. 333-180987

     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 November 5, 2012. 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 report  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. The Company's financial statements have been updated.      F-2

      2. Comment noted.

      3. Comment complied with.                                     38, 39
                                                                    Exhibit 8

      4. Please see Section 12, second paragraph, of Exhibit 4.10

      5. Comment complied with.                                     29

      6. Comment complied with.                                     Exhibit 5

      7. Comment complied with.                                     Exhibit 23.1

     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 Hart
                                           William T. Hart

</TEXT>
</DOCUMENT>

November  5, 201 2

Via U.S. Mail
Warren M. Dillard
President  and Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed October  9, 201 2
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your amended registration statement  and letter dated October 9, 2012,
and we have the following comments.  We have limited our review of your filing 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 .  If 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 reviewin g 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 -1

General

1. Please monitor the age of your financial state ments.  Please refer to Rule 8 -08 of
Regulation S -K.

2. We note your response to prior comment 1.  While we do not agree with your position
that the Commission does not have the authority to subject the Company to the provisions

Warren M. Dillard
Vanguard Energy Corporation
November 5, 2012
Page 2

 of Exchange Act Section 13(e)  and the rules promulgated thereunder, we have no further
comment in light of the balance of your response.

3. We note your response to prior comment 2, and we reissue the comment.  Please ensure
that you have provided all the information Form S -1 requires.  In that regard, we note that
you have not disclosed all information required by Item 202 of Regulation S -K for each
series of your outstanding warrants , such as terms related to registration rights and
provisions f or adjustments in the exercise p rice.  In addition, please ensure that you
include all the information required by Form S -4 with respect to the exchange offer ,
including a discussion of the federal income tax consequences of the transaction.  Please
also provide your analysis with respect to whet her a tax opinion is required with respect
to the tax consequences of the exchange offer.  Please refer to Item 601(b)(8) of
Regulation S -K and Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered
Offerings, Section III.

4. We note your respo nse to prior comment 4 that the terms of the Series C warrants
automatically converted to the terms of the Class A warrants  when your public offering
was completed in 2011.  We also note your disclosure at page 37 that a s a result of the
sale of the Class A warrants in the public offering, the terms of the Series C warrants
were reset to match the terms of the Class A warrants .  However, i t does not appear th at
the form of Series C warrant agreement  filed as Exhibit 4.10 memorializes this automatic
conversi on term.  Please revise or advise.

Executive Compensation, page 29

5. Please update your executive compensation disclosure to include information for your
most recently completed fiscal year.  In that regard, we note that your fiscal year ended
on September  30, 2012, but your executive compensation disclosure does not include
information for such period.

Exhibit 5

6. We note your response to prior comment 8, and we reissue the comment.  Please obtain
and file a new legality opinion that accurately describes the transactions covered by the
registration statement.  Please also ensure that the opinion addresses the legality of all
relevant shares.  In that regard, we note that the opinion do es not reference the Series E
warrants, and does not address the legality of the shares of common stock which are
issuable upon the exercise of the Series E warrants.

Warren M. Dillard
Vanguard Energy Corporation
November 5, 2012
Page 3

 Exhibit 23.1

7. Please make relevant updates to the consent of counsel.  In that regard, w e note that such
consent references 2,360,000 shares of the Company’s common stock  to be sold by
selling shareholders, but your prospectus references 2,897,360 such shares.

Closing Comments

We urge all persons who are responsible for the accuracy and a dequacy 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 co mpany’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 regist ration 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 fili ng;

 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 reques ts 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
November 5, 2012
Page 4

 Please contact Sirimal R. Mukerjee  at (202) 551-3340 or , in his absence, Laura Nicholson
at (202) 551 -3584 or me at (202) 551 -3740  with any other questions.

Sincerely,

/s/ A.N. Parker for

H. Roger Schwall
Assistant Director

cc: Via Facsimile
William T. Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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 9, 2012

Sirimal R. Mukerjee
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-1
            File No. 333-180987

      This office represents Vanguard Energy Corporation (the "Company").
Amendment No. 1 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 May 17, 2012. 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 report 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. The Company's exchange offer is not subject to
Rule 13e-4 since the Commission does not have the authority
to subject the Company, which does nothave a class of
securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, to the provisions of Section 13(e)
of the 1934 Act.

      Since 1968, the regulation of tender offers has
revolved around theWilliams Act and its offspring of
amendments and regulations. The Williams Actadded the
following sections to the Securities Exchange Act of 1934:

           13(d)
           13(e)
           14(d)
           14(e)
           14(f)

      With the exception of Section 14(e), the sections to
the 1934 Act added bythe Williams Act pertain to securities,
or issuers which have a class of securities,
registered under Section 12 of the 1934 Act.

                                       1
<PAGE>

                                                                     Page Number

      Shortly before the passage of the Williams Act, the
bill was beingdiscussed on the Senate floor. During
this discussion, Senator Williams made the
following statement:

          "Mr. Williams of New Jersey. Mr. President, S.510,
          as passed by the House amended in several respects
          the provisions of the Senate bill dealing with
          re-purchases by issuers of their own securities.
          As the sponsor of this legislation in the Senate,
          I would like to clarify the
          purposes of these amendments.

          One amendment restricts those purchases to
          equity securities registered pursuant to
          Section 12 of the Securities Exchange Act of
          1934 or issued by closed-end investment
          companies registered under the Investment
          Company Act of 1940. Neither this change nor
          anything else in the bill affects the Commission's
          existing authority under the general antifraud
          provisions of the securities acts. The Commission
          thus has ample authority to deal with problems
          involving the securities of other companies."

      (Source: Congressional Record- Senate/July 18, 1968/page 21954)

      Senator Williams' reference to "other companies" of
course meant companieswhose securities were not registered
under Section 12.

      It was clearly the intent of Congress that Section
13(e) of the Exchange Act would only apply to issuers
which have a class of equity securities registered pursuant
to Section 12. Where the intent of Congress is clear, the
Commission does not have the authority, through the adoption
of rules, to change the law.

      In the case of Ernst & Ernst v. Hochfelder, 425 U.S.
185, the Commission argued that since ss.10(b) of the
Securities Act of 1933 is not by its terms explicitly
restricted to willful, knowing, or purposeful conduct,
it should not be construed in all cases to require
more than negligent action or inaction as a
precondition for civil liability.

      In rejecting the Commission's argument, the Supreme
      Court stated:

          "We would be unwilling to bring about this
          result absent substantial support in the
          legislative history, and there is none".

          "The rulemaking power granted to an
          administrative agency charged with
          the administration of a federal statue is
          not the power to make law.Rather, it is the
          power to adopt regulations to carry into effect
          the will of Congress as expressed by the statute".

                                       2
<PAGE>

                                                                     Page Number

      However, and notwithstanding the fact that the
Commission does not have the authority to subject
the Company to Rule 13e-4, the Company's proposed
exchange offer is not a tender offer.

      In Wellman v. Dickinson, 475 F.Supp. 783, 823-24,
the court adopted an eight-factor test against which
the actions of a purchaser are to be assessed in
order to determine whether the elements of a tender
offer are present. The eight factors, and their applicability
to the Company's proposed exchange offer, are:

     (1)  Active and widespread solicitation of public shareholders
          for the shares of an issuer:

          The Series C warrants are owned by 44 accredited
          investors. There is no public market for the Series
          C warrants. In connection with the Company's exchange
          offer, there will be no active or widespread
          solicitation of the holders of the Series C warrants.

     (2)  Solicitation made for a substantial percentage of the
          issuer's stock;

          As of June 30, 2012 the Company had approximately
          12,725,000 outstanding shares of common stock.
          At the present time, the Series C warrants
          entitle the holders to purchase 1,500,000 shares
          of the Company's common stock. The Class A warrants,
          which the Company is offering to exchange for
          the Series C warrants, would also allow the
          holders to purchase up to 1,500,000 shares
          of the Company's common stock. Regardless of
          the number of Class A warrants that are
          exchanged for the Series C warrants, the
          number of shares issuable upon the exercise of
          the Series C warrants, or the Class A warrants
          accepted in exchange, would be the same.

     (3)  Offer to purchase made at a premium over the
          prevailing market price;

           Any Class A warrant issued in exchange for a
           Series C warrant will entitle the holder to
           purchase the same number of shares of the
           Company's common stock, and upon the same terms,
           as the Series C warrant.

           Although there is presently a market for the
           Class A warrants, any amount received upon
           the sale of a Class A warrant by a former Series
           C warrant holder would come from a person
           purchasing the Class A warrant on the OTC
           Bulletin Board, and not from the Company.

                                       3
<PAGE>

                                                                     Page Number

       (4) Terms of the offer are firm rather than negotiable;

           The terms of the offer are firm and not
           negotiable.

       (5) Offer contingent on the tender of a fixed number
           of shares, often subject to a fixed maximum
           number to be purchased;

           The exchange offer is not contingent upon any
           fixed number of Series C warrants being tendered.

       (6) Offer open only for a limited period of time;

           The exchange offer will be open for a period
           ending nine months after the effective date
           of the Company's registration statement, unless
           extended by the Company.

       (7) Offeree subjected to pressure to sell his stock;

           The holders of the Series C warrants will not
           be under any pressure to accept the exchange
           offer. Although the Company committed to make
           the exchange offer, and although the Company
           has no problem in making the exchange offer,
           the Company will likewise not have any problem
           if none of the Series C warrant holders accept
           the Company's exchange offer.

       (8) The public announcement of a purchasing program
           concerning the target company precede or accompany
           rapid accumulation of a large amount of
           target company's securities.

           There will be no public announcement preceding or
           accompanying the exchange offer.

      2. We have supplied all of the information required by
the instructions to Form S-1 and Item 202 of Regulation S-K.
We did not see any reference to Form S-4 in the instructions
to the Form S-1. 10, 11, 37

      3. Comment complied with.
                                                                       Fee Table

      4.    Since  the  terms  of  the   Series  C  warrants
automatically   converted  to  the  terms  of  the  Class  A
warrants  when the Company's  public  offering was completed
in  2011,  there  are no  differences  between  the  Class A
warrants and the Series C warrants.                                      37

      5.    Comment complied with.                            6/30/12 Financial
                                                                  Statements

                                       4
<PAGE>

                                                                     Page Number

      6. There are no written agreements as such between
the Company and the holders of the Series C warrants. The
only agreement relating to the registration of the shares
issuable upon the exercise of the Series C warrants
was that contained in a section of the Company's private
offering memorandum relating to the sale of the Series C
warrants. The relevant section is as
follows:

         "We have agreed to file a registration statement
         with the Securities and Exchange Commission so
         that the Series C warrants, as well as any
         shares of common stock issuable upon exercise of
         the Series C warrants, can be resold in the
         public market."

      7. Comment complied with. The Class A warrants filed
as Exhibit 4.3 to the Company's registration statement on
Form S-1 (File No. 333-174194) were issued as part of a unit.
However, as disclosed in the Company's 8-K report filed on
December 9, 2011, the units
separated on December 19, 2011.                               Part II, Item 16

      8. Comment complied with.                                     Exhibit 5

       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

                                       5

</TEXT>
</DOCUMENT>

May 17, 201 2

Via U.S. mail
Warren M. Dillard
President  and Chief Executive Officer
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056

Re: Vanguard Energy Corporation
Registration Statement on Form S-1
Filed April  26, 2012
  File No. 333-180987

Dear Mr. Dillard :

We have reviewed your registration statement  and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our comments.  In
some of our comment s, 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 .  If 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 -1

General

1. It appears that the exchange offer for Series C warrants is an issuer tender offer subject to
Exchange Act Rule 13e -4 and Regulation 14E.   Please advise us if the Company intends
to file a Schedule TO either prior to effectiveness of the registration statement in reliance
on Securities Act Rule 162 or following effectiveness of the registration statement in
accordance w ith Exchange Act Rule 13e -4(b)(1).   If so, we remind the company of its

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 2

 obligations under the aforementioned tender offer rules, including the company’s
obligations under Exchange Act Rule 13e -4(c) and (d).   Alternatively, if you do not
believe that the ex change offer is a tender offer, please provide us with a detailed legal
analysis.

2. In addition, please ensure that you have provided all the information Form S -1 requires.
For example, we note that it does not appear that you have provided the information
required by Item 8 of Form S -1.  As another example only, please revise the descriptions
of your outstanding warrants to provide all the information required by Item 202 of
Regulation S -K, including all the material terms of such warrants.   In connection with the
exchange offer, please also ensure that you include all the information required by Form
S-4.

3. Please ensure that throughout your filing you have properly referred to the Series A
warrants or Class A warrants, as applicable.  For example, it appea rs that the reference in
your fee table to Series A warrants should be a reference to Class  A warrants.

4. In connection with the exchange offer, please revise your filing to provide a comparison
of the Class A warrants and Series C warrants.

5. Please provide  updated  financial statements.   See Rule  8-08 of Regulation S -X.

Exhibits and Financial Statement Schedules, page 48

6. Please revise your filing to disclose any material agreements between the registrant and
the holders of the Series C warrants  that relate to the exchange offer .  In that regard , we
note that counsel has suggested to the staff that such agreements were in place when the
Series C warrants were issued.  Please also file any such material agreements.

7. Please file the warrant agree ments related to the Series A, Series B, Series C and Series D
warrants.  Please also file the warrant agreement for the Class A warrants to be issued in
the exchange offer.  In that regard, we note that the Exhibit 4.5 form of warrant
agreement incorporat ed by reference to your prior registration statement on Form S -1
(File No. 333 -174194) appears to contemplate that the warrants will be issued as part of a
unit.

Exhibit 5

8. Please obtain and file a new legality opinion that accurately describes the transactions
covered by the registration statement.  For example, we note that counsel indicates that
Class A warrants will be issued to Series A warrant holders.

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 3

 Closing Comments

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 di sclosure, 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 regist ration 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 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 o f the
registration statement.

Please contact Sirimal R. Mukerjee  at (202) 551-3340 or , in his absence, Laura Nicholson
at (202) 551 -3584 or me at (202) 551 -3740  with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

Warren M. Dillard
Vanguard Energy Corporation
May 17, 2012
Page 4

cc: Via facsimile
William T. Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                                PAULSON INVESTMENT COMPANY, INC.

November 10, 2011

VIA FACSIMILE AND EDGAR

United States Securities & Exchange Commission
Division of Corporate Finance
Mail Stop 4561
100 F Street, N.E.
Washington, DC  20549
      Attn:  Paul Mansour

Via Facsimile and EDGAR

RE:   Vanguard Energy Corporation
      Registration Statement Form S-1, File Number 333-174194

Ladies and Gentlemen:

     In connection with the above referenced  offering and pursuant to the terms
of Rule  418(a)  (7) and (8)  under  Securities  Act of 1933,  as  amended,  the
preliminary  prospectus,  dated July 12, 2011 was distributed in and outside the
United States  during the period from July 12, 2011 to September  13, 2011,  the
preliminary  prospectus  dated September 14, 2011 was distributed in and outside
of the United  States  during the period from  September 14, 2011 to the present
date.

     Approximately  2,600  preliminary  prospectuses,  dated July 12, 2011, were
distributed  to   approximately   500  prospective   Underwriters  and  Dealers.
Approximately  1,300  preliminary  prospectuses  were delivered to approximately
1,200 individuals and approximately 800 preliminary  prospectuses were delivered
to approximately 700 institutional investors.

     Approximately  1,500  preliminary  prospectuses,  dated September 14, 2011,
were  distributed  to  approximately  50 prospective  Underwriters  and Dealers.
Approximately  350 preliminary  prospectuses were delivered to approximately 300
individuals and  approximately  150 preliminary  prospectuses  were delivered to
approximately 100 institutional investors.

     In addition,  the  underwriters are aware of their  obligations  under Rule
15c2-8 of the  Securities  Act of 1934,  as amended,  and have taken  reasonable
steps to ensure compliance with such obligations.

                                          Sincerely,

                                          Paulson Investment Company, Inc.

                                          /s/ Trent D. Davis

                                          Trent D. Davis
                                          Chief Executive Officer

    811 S.W. Naito Parkway, Suite 200, Portland, Oregon 97204, (503)243-6000
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                                PAULSON INVESTMENT COMPANY, INC.

November 10, 2011

VIA FACSIMILE AND EDGAR
-----------------------

United States Securities & Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street, N.E.
Washington, DC  20549
      Attn:  Paul Mansour

Via Facsimile and EDGAR
-----------------------

RE:   Vanguard Energy Corporation
      Registration Statement Form S-1, File Number 333-174194

Ladies and Gentlemen:

     Pursuant  to Rule  461 of the  Securities  Act of  1933,  as  amended,  the
undersigned  hereby  requests  acceleration  of the effective  date of the above
referenced  registration  statement  to Monday,  November  14th,  2011 5:00 p.m.
Eastern Time or as soon thereafter as is practicable.

                                          Sincerely,

                                          Paulson Investment Company, Inc.

                                          /s/ Trent D. Davis

                                          Trent D. Davis
                                          Chief Executive Officer

    811 S.W. Naito Parkway, Suite 200, Portland, Oregon 97204, (503)243-6000
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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

                                November 14, 2011

Paul Monsour
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

     In reference to our telephone conference this morning, we propose to change
the  last  two  sentences  in the  first  partial  paragraph  on  page 49 of the
prospectus.

     Following  an event of  dissolution,  liquidation,  merger,  consolidation,
reorganization,  sale or exchange of our assets or securities,  our shareholders
who are  parties to these  lock-up  agreements  will be entitled to share in any
distribution  of assets or securities that results from any of these events only
to the extent of the amount paid for their  shares  ($4,125 in total)  until the
shareholders  who purchased our securities in connection  with this offering are
paid in full. The holders of a majority of our outstanding shares, not including
the shares held by parties to these lock-up  agreements or our current  officers
and  directors,  may vote,  or consent,  to  eliminate  or modify the  foregoing
distribution  preference  and allow the parties to these  lock-up  agreements to
receive  more  than  $4,125  in  total  in any  distribution  of our  assets  or
securities  that occurs in connection with an  extraordinary  corporate event of
the type enumerated above In addition to the foregoing,  we will also change the
date in the  Principal  Shareholders  section of the  prospectus to November 14,
2011.

     We would like to make these changes in the 424(b)  prospectus  that will be
filed with the pricing  information.  However, we can also make these changes in
an amendment to the registration statement.

     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>
</DOCUMENT>

CORRESP
1
filename1.htm

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

November 11, 2011

Paul Monsour

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

In reference to our letter to you dated November 10, 2011, the underwriter has proposed the following alternative disclose to be added to the end of the first partial paragraph on page 49 of the prospectus.

The holders of a majority of our outstanding shares, not including the shares held by parties to these lock-up agreements or our current officers and directors, may vote, or consent, to eliminate or modify the foregoing distribution preference and allow the parties to these lock-up agreements to share in any distribution of our assets or securities that occurs in connection with an extraordinary corporate event of the type enumerated above.

Please advise if you have any preference.

Very Truly Yours,

HART & TRINEN, L.L.P.

By:

/s/ William T. Hart

William T. Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                          VANGUARD ENERGY CORPORATION
                         1330 Post Oak Blvd., Suite 1600
                              Houston, Texas 77056
                                 (713) 627-2500

                                November 10, 2011

Paul Monsour
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Form S-1
            File No. 333-174194

     Vanguard Energy  Corporation  (the  "Company")  requests that the effective
date of the above  captioned  Registration  Statement be accelerated to November
14, 2011, 5:00 p.m. Eastern time, or as soon as practicable thereafter.

     The Company understands that:

     o    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;

     o    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

     o    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.

                                     Very Truly Yours,

                                      /s/ Warren M. Dillard
                                     -----------------------------------------
                                     Warren M. Dillard, President and Chief
                                     Executive Officer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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

                                November 10, 2011

Paul Monsour
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

     In reference to our telephone  conference  this evening,  we propose to add
the following to the first partial paragraph on page 49 of the prospectus.

     Notwithstanding  the above,  the  distribution  preference  in favor of the
investors  in this  offering  may be  altered,  in which case the holders of the
shares  subject  to the  lock-up  agreements  would be  entitled  to  receive  a
distribution  of assets or  securities,  if the  holders  of a  majority  of our
outstanding  shares not held by the holders of the shares subject to the lock-up
agreements or by our then current officers and directors,  vote, or consent,  to
the alteration of the distribution preference.

     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>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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

                                November 7, 2011

Paul Monsour
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   Vanguard Energy Corporation
            Registration Statement on Form S-1 Amendment #5
            File No. 333-174194

     This  office  represents   Vanguard  Energy  Corporation  (the  "Company").
Amendment  No. 5 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 November 4, 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.                                              5, 6

2.     Comment complied with.                                                20

3.     When the second extension to the Farmout Agreement was
       signed, the parties handwrote and initialed "November 30,
       2011" over the October 15, 2011 date. The parties neglected
       to change the August 1, 2011 date at the top of the first
       extension. Nevertheless, the Farmout Agreement has been
       extended to November 30, 2011.

4.     Comment complied with.                                                28

5.     The disclosure regarding Exxon/Mobile's rights to purchase
       oil has been expanded.                                            28, 29

       The lease subject to the Exxon/Mobile farmout agreement
       covers lands in the Batson Dome Field. The farmout agreement
       is a standard form used by Exxon/Mobile. As stated in the
       second full paragraph on page 29 of the prospectus, the
       Batson Dome Field produces negligible amounts of gas. You
       will also note from the reserve report, filed as Exhibit
       99, that none of the Company's reserves are attributable to
       natural gas. It is not expected that any wells drilled
<PAGE>

                                                                    Page Number
                                                                    -----------

       in the Batson Dome Field will produce natural gas in
       sufficient quantities so as to justify the expense of
       constructing a pipeline/gathering system which would be
       needed to collect the gas. Since it is extremely remote
       that any wells drilled pursuant to the Exxon/Mobile
       farmout agreement will produce gas in commercial
       quantities, the Company does not believe that disclosure
       of Exxon/Mobile's right to purchase gas is necessary.

6.     Comment complied with.                                                36

7.     Comment complied with.                                            48, 49

     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

<PAGE>
</TEXT>
</DOCUMENT>

November 4, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd. Suite 1600 Houston, TX 77056
Re: Vanguard Energy Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed October 13, 2011 File No. 333-174194

Dear Mr. Dillard:
We have reviewed your response letter da ted October 12, 2011, as well as your amended
registration statement, and have the following comments.  In some of our comments, we may ask
you to provide us with information so we may better understa nd your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. We note your response to comment 1 from our letter dated October 6, 2011, and your
revised disclosure at page 4 that you be lieve your units, common stock and Class A
warrants will be approved for quotation shortly  after the date of your prospectus.  We
also note your risk factor di sclosure at page 12 regarding the risk that FINRA may not
approve the quotation of your secu rities on or promptly after the date of your prospectus.
Please add to your disclosure at page 4 a cros s-reference to such risk factor disclosure.

Warren M. Dillard
Vanguard Energy Corporation November 4, 2011 Page 2
 Use of Proceeds, page 19

2. We note your response to comment 3 from our  letter dated October 6, 2011.  We also
note your revisions to your Use of Proceeds section.  However, it is not clear how the
third bullet point at the botto m of page 19 (regarding workin g capital) relates to your use
of proceeds.  Please revise.
Liquidity and Capital Resources, page 24

3. We note your revised disclosure at page 24 regarding the dates by which you are required
under your farmout agreement with Claire Oil & Gas, Inc. to drill the first well on the
lease.  In that regard, we not e that your revised disclosure indicates that you have until
November 30, 2011 to drill such well.  We al so note that you indicated in Amendment
No. 3 that you had until Octobe r 15, 2011 to drill such well.  However, it is not clear why
the farmout letter agreement extension date d August 1, 2011 that was filed as Exhibit
10.11 with Amendment No. 4 (referencing November 30, 2011 as the deadline for drilling the first well) was executed on the sa me date as the farmout letter agreement
extension that was filed as  Exhibit 10.11 with Amendmen t No. 3 (referencing October
15, 2011 as the deadline).  Please advise.
4. Please discuss in this section the farmout letter agreement extension.

Business, page 27

5. We note your response to comment 4 from our letter dated October 6, 2011.  Please
revise your filing to more precisely describe Exxon Mobil Corporation’ s right to purchase
oil pursuant to the farmout ag reement.  In that regard, we note that the description
provided at page 27 is not entirely consiste nt with Section II(E)(1)(c) of the farmout
agreement as presented in Exhibit 10.9.  In  addition, please expand your disclosure to
address Exxon’s preferential ri ght to purchase gas pursuant to the farmout agreement.

Executive Compensation, page 36

6. We note your disclosure at page  36 that Mr. Dillard will de vote 100% of his time to your
business.  Please revise your f iling to reconcile this with your  disclosure at page 34 that
he has also served as the presid ent of Enercor, Inc. since 2005.

Underwriting, page 44

7. We note your revised disclosure  that certain states have  required certain of your
shareholders to enter into lock-up agreem ents with you.  Please revise your filing to
disclose all material terms of such lock -up agreements.  For example, and without
limitation, please disclose the pr actical effect of Section III of such agreements, as
reflected in Exhibit 10.12 to your filing.  In addition, please e xpand your disclosure

Warren M. Dillard
Vanguard Energy Corporation November 4, 2011 Page 3
 regarding the terms of such agreements to provide all material detail regarding the terms.
For example, and without limitation, please provi de more detail regarding the restrictions
imposed on your security holders.  In that regard, it does not a ppear that such restrictions
are only limited to the sale of the securities.
  Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  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 November 4, 2011 Page 4
 You may contact Paul Monsour , Staff Attorney, at (202) 551-3360 or, in his absence,
Laura Nicholson at (202) 551-3584 with any questions.

Sincerely,  /s/H. Roger Schwall  H. Roger Schwall Assistant Director
 cc:  Mr. William T. Hart

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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>
</DOCUMENT>

October 6, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056
Re: Vanguard Energy Corporation
Amendment No. 3 to Registrati on Statement on Form S-1
Filed September 14, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your amendment and have the following 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.  If 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We remind you of comment 4 from our letter dated July 20, 2011.  With each amendment,
please provide relevant updates to us with resp ect to the status of your efforts to seek
quotation on the OTC Bulletin Board.  In that regard, we note your statement in your letter
dated June 28, 2011 that you will not request acceleration of the eff ective date of your
registration statement unless you are reasonably assured that your units, common stock and
Class A Warrants have been cleared fo r quotation on the OTC Bulletin Board.

2. We note that in your response to our prior comment seven of our letter dated August 19,
2011 that you stated you complied with our co mment.  However, we could not find the
changes you made.  Please te ll us exactly where in the document or in Exhibit 99 the
changes you made in response to our prior comment seven and prior comments 28 and 29 of
our letter dated July 20, 2011.

Warren M. Dillard
Vanguard Energy Corporation October 6, 2011 Page 2
 Use of Proceeds, page 19

 3. We note that you indicate in your revised disc losure that 9.1% of your net offering proceeds
will be used for working capital and general corporate purposes.  Please expand your disclosure to provide necessary detail for each  intended use.  In that regard, it is not
sufficient to indicate only that such proceed s will be used for working capital and general
corporate purposes.
 Business, page 27

 4. We note your disclosure at page  27 that an unrelated third pa rty has the right to purchase
any oil produced from any wells drilled on the lease related to your farmout agreement
dated May 25, 2011.  We also note your disclosure that the price for any oil purchased will be based upon the price posted by the third party, or in the alternative, the market price for
oil in the area, after deduction for costs of gathering, storing, dehydrating, treating,
processing and transporting the oil.  Please re vise your disclosure to  briefly explain how
such price posted by the third party will be determined.
 Executive Compensation, page 35

 5. Please update your executive compensation disclosu re for your fiscal year ended September
30, 2011.
 Exhibit 1.1

 6. We note your response to comment five fr om our letter dated August 19, 2011, and your
statement that the form of lock-up agreemen t was filed with the original registration
statement as Exhibit 1.1.  However, such E xhibit 1.1 was superseded by Exhibit 1.1 as filed
with your amendment on August 2, 2011.    Please  file a complete copy of the underwriting
agreement that includes all exhibits, incl uding the form of lock-up agreement.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Warren M. Dillard
Vanguard Energy Corporation October 6, 2011 Page 3
             Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Parker Morrill at (202) 551-3696 or, in his absence, Laura Nicholson at
(202) 551-3584 with any questions.
Sincerely,
  /s/H. Roger Schwall
H. Roger Schwall Assistant Director
 cc: William T. Hart (via e-mail)

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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

                               September 14, 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. 3 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 August 19, 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.                                               F-1

2.     Comment complied with.                                                 4

3.     Comment complied with.                                                 7

4.     Comment complied with.                                          25, F-16

5.     The form of lock-up agreement is Exhibit B to the
       Underwriting Agreement, which was filed with the
       original Registration Statement (Exhibit 1.1). The
       lock-up agreements have not yet been signed (nor
       for that matter, has the underwriting agreement
       been signed). The signed lock-up agreements will
       typically be delivered to the underwriter when the
       underwriting agreement is signed.                                     --

6.     Comment complied with.                                                47

7.     Comment complied with.                                        Exhibit 99

<PAGE>

     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.

                                           By /s/ William T. Hart
                                              -------------------
                                              William T. Hart

<PAGE>
</TEXT>
</DOCUMENT>

August 19, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056
Re: Vanguard Energy Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 2, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your amendment and have the following 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.  If 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide updated financial statements  and updated disclosure throughout your
registration statement. In th at regard, we also remind you of our prior comment 4 from
our letter dated July 20, 2011.
 2. We note your response to comment 6 from our letter dated July 20, 2011, and reissue
such comment.  Your disclosure on your pr ospectus cover page does not appear to be
consistent with your disclosure on page 4 regarding the representative’s discretion to
determine an earlier date for separate quotation.

Warren M. Dillard
Vanguard Energy Corporation August 19, 2011 Page 2
 Risk Factors, page 6

 Our lack of diversification will increase the risk…, page 7

 3. We note the disclosure you have added explaining your new screening technology.
Please remove such disclosure that mitigates the risks you present.  While such disclosure
may be appropriate in other sections of your filing, please present your risk factors
plainly and directly.
 Management’s Discussion and Analysis  and Plan of Operation, page 22

 Liquidity and Capital Resources, page 23

 4. We note your response to our prior comment 10 and we reissue the comment.  Please
provide the requested disclosure  in your discussion of Liquid ity and Capital Resources.
 Underwriting, page 42

 5. We note your disclosure at pa ge 44 regarding the lock-up ag reements.  Please file such
agreements as exhibits to your filing.

Description of Securities, page 45

 6. We note your response to our prior comment 14.  To the extent that you have not yet
determined an exact offering price, please indi cate that the price per unit is the assumed
offering price or provide the range with in which you will price the units.
 Engineering Comment

 7. You state in your responses to our prio r comments 28 and 29 that you own a 90%
working interest in the fields covered by the Nova Resources report and that your
reserves disclosures “were derived by multiply ing the applicable amount in the reserve
report by 90%.”  However, Nova Resources indicates in the second paragraph of the
report that the estimate in the report account s for “100% of the total net proved natural
gas hydrocarbons reserves of Vanguard.”   As Nova refers to net reserves, this suggests
that the 90% multiplier has already been acc ounted for.  Reconcile this discrepancy
between your statement and report or  make the appropriate revisions.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Warren M. Dillard
Vanguard Energy Corporation August 19, 2011 Page 3
             Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact James Murphy, Petroleum Engineer, at (202) 551-3703 if you have
questions regarding the engine ering comment.  Please contact Parker Morrill at (202) 551-3696
or, in his absence, Laura Nicholson at  (202) 551-3584 with any other questions.

Sincerely,
  /s/H. Roger Schwall
H. Roger Schwall Assistant Director
 cc: William T. Hart (via e-mail)

CORRESP
1
filename1.htm

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

August 2, 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 July 20, 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.                   We   thought the price of $1.35 was more convenient, and not materially different   than a price of $1.375, for purposes of the tables in the Capitalization and   Dilution sections of the prospectus.

2.                   Comment   complied with.

4, 22, 23, 27, 28, 32, 33, 36, 38

3.                   Comment   complied with.

1

4.                   Comment   complied with.

1

5.                   Comment   complied with.

1, 4, 45

6.                   Comment   complied with.

4, 45

7.                   Comment   complied with.

19

8.                   Comment   complied with.

19

9.                   Comment   complied with.

24

1

10.                Note   9 to the financial statements has been revised to conform to the amount the   Company plans to spend with the proceeds from this offering.

F-16

11.                Comment complied   with.

23

12.                Exxon’s   overriding royalty interest is determined by subtracting the royalties owned   by anyone else from 25%.  Typically,   the other royalties include the landlowner’s royalty and may include a   royalty given to the lease broker and to the geologist who assembled the   prospect.  Exxon’s royalty may be 25%   or 1%, but in any event, the Company’s net revenue interest in the lease will   be 75%, irrespective of the amount of Exxon’s overriding royalty.  A typical investor wants to know the   Company’s share of the cost of drilling, completing and operating a well   (i.e. the working interest) versus the Company’s share of the production from   the well (i.e. net revenue interest).    A typical investor does not really care who has overriding royalty   interests (unless an override is held by an officer, director or affiliate of   the Company, which is not the case in this instance).  We have disclosed that if the Company drills   a well on the lease, the Company will have a 100% working interest (75% net   revenue interest) in the well.  While   Exxon’s override is part of the 25% net revenue interest which the Company   does not have, what is important is the amount of the Company’s net revenue   interest, as opposed to who has the net revenue interest not owned by the   Company.

We have disclosed Exxon’s preferential right to   purchase oil production from any wells drilled on the lease.  We have not disclosed Exxon’s preferential   right to purchase gas produced from any wells drilled on the lease since   commercial quantities of gas are not normally found in wells drilled in the   Batson Dome Field.

26

13.                We   believe that all material terms of the Underwriting Agreement have been   disclosed. As you will note from amendment No. 1 to the registration   statement, the underwriter no long has a first right of refusal.

14.                See   our response to comment #1.

15.                The   table for Estimated Quantities of Proved Reserves has been revised to correct   typographical errors. The revised table agrees with the reported amounts on   page F-26.

F-19

16.                Comment   complied with.

F-20, F-26

17.                The   reserve quantities shown in Note 12 to the March 31, 2011 financial   statements differ from those shown in Note 4 to the Batson Dome Wells   financial statement for two reasons.  First, the reserves shown in Note   4 to the Batson Dome Wells financial statements are for 100% of the working   interests for these properties.  The Company acquired only a

2

90% working interest in these properties.    Please refer to the first two paragraphs of Note 1 to the Batson Dome Wells   financial statements and the explanatory paragraph to Exhibit 99.    Second, the reserves acquired, as shown in Note 12 to the March 31, 2011   financial statements include those quantities associated with the Company’s   separate acquisitions of working interests for 220 acres as disclosed in Note   3 to the March 31, 2011 financial statements.

18.                Comment   complied with.

F-30

19.                The   reconciliations which are the subject of this comment have been revised.

F-33

20.                Comment   complied with.

Exhibit 10.10

21.                Comment   complied with.

Exhibit 5

22.                The   Company’s fiscal year end is September 30. As shown in the Company’s   financial statements, from the date of the Company’s inception to September 30,   2010 the Company did not have any revenues.

23.                The Company’s fiscal year end is September 30.   As disclosed on page 23 to   the amended registration statement, the Company did not drill any wells prior   to September 30, 2010. As disclosed on page 28 of the amended   registration statement, the Company drilled and completed four wells   subsequent to September 30, 2010.

28

24.                As disclosed on page 22 to the amended   registration statement, as of July 15, 2011 the Company was reworking   two wells.

22

25.                The Company is not required to deliver any   quantities of oil or gas in the future. As noted on page 32 of the   amended registration statement, the Company’s agreement relating to the sale   of its oil is renewed each month.

32

26.                The   disclosures which are the subject of this comment are in the table which   appears on page 28 of the amended registration statement. The other table   on page 28 of the amended registration statement indicates all of the   Company’s leases are held by production.

28

27.                Comment   complied with.

29, 30

28.                The   reserve report has been revised. As disclosed in the first two paragraphs of   Note 1 to the Batson Dome Wells financial statements and the explanatory   paragraph to Exhibit 99, the Company owns a 90% working interest in the   fields covered by the reserve report.  The disclosures of the Company’s   reserves were derived by multiplying the

3

applicable amount in the reserve report by   90%.  Specifically, future development costs of $8,250,000 in the   reserve report is reported at 90% (or $7,425,000) in the Standardized Measure   of Oil & Gas in Note 12 to the Company’s financial statements.

Exhibit 99

29.                As   noted in response to comment 28, the reserve report presents reserve   quantities for the entire field (i.e. a 100% working interest).    Accordingly, the information in the reserve report was multiplied by  the Company’s 90% working interest in the   leases.  Second, the discounted future   net cash flows in the reserve report were computed on a pre-tax basis.    In deriving the standardized measures included in the registration statement   and Note 12, the Company deducted estimated future income taxes.

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

4

July 20, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056
Re: Vanguard Energy Corporation
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 28, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your amendment and have the following 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.  If 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note that you have used an assumed initial offering price of $1.35 throughout your
prospectus, which is lower than the mid-point  of the price range that you have provided
on your prospectus cover page.  Please tell us why you selected such assumed offering
price.
 2. We note your response to comment 1 from our letter dated June 9, 2011, and reissue such
comment in part.  Please provide updated disclo sure with each amendment.  For example,
and without limitation, we note that your ma nagement information at page 31, and your
beneficial ownership information at page 36, are provided as of March 31, 2011.
 3. We remind you of comment 2 from our letter da ted June 9, 2011.  Please fill in all blanks
other than those that contain informati on you are allowed to omit at the time of

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 2
 effectiveness pursuant to Rule  430A.  For example, and without limitation, we note that
blanks remain with respect to the antic ipated OTC Bulletin Board symbols for your
securities.
 4. We note your response to comment 5 from  our letter dated June 9, 2011, and your
statement that you will not request accelerati on of the effective date of the registration
statement unless you are reasonably assured th at your units, common stock and Class A
Warrants have been cleared for quotation on the OTC Bulletin Bo ard.  With each
amendment, please provide relevant updates to  us with respect to the status of your
efforts to seek such quotation.
 5. We note your response to comment 6 from our  letter dated June 9, 2011.  Please revise
your registration statement to  include the information pr ovided in your response.
 Prospectus Cover Page

 6. We note your revised disclosure on your pros pectus cover page regarding the quotation
of the common stock and Class A warrant as  a unit and the timing for the quotation of
such securities separately.  Please make conforming changes throughout your document.
For example, and without limitation, such cha nges should be reflected in your summary
of the offering at page 4.

Use of Proceeds, page 18

 7. We note your revised disclosure that you w ill use a portion of the proceeds from your
offering to make interest payments on convertib le notes.  Please disc lose in this section
the use of the proceeds from such notes a nd the maturity date of such notes.  See
Instruction 4 to Item 504 of Regulation S-K.
 8. We note your disclosure that any amounts not  expended as proposed will be used for
general working capital.  As a result, it appe ars that you may be reserving the right to
change the use of proceeds.  Please note that a registrant may reserv e the right to change
the use of proceeds, provided that such reserv ation is due to certain contingencies that are
discussed specifically and the al ternatives to such use in th at event are indicated.  See
Instruction 7 to Item 504 of Regulation S-K.  Please revise your filing to discuss such
contingencies.
 Management’s Discussion and Analysis  and Plan of Operation, page 21

 Liquidity and Capital Resources, page 22

 9. We note your response to comment 17 from our  letter dated June 9, 2011.  Please clarify
in the context of your liquidity and capital re sources your anticipated source of funds for
drilling and completion of wells related to th e following items: (i ) your leases in the
Batson Dome Field, (i i) your farmout agreement da ted March 15, 2011, and (iii) your

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 3
 farmout agreement dated May 25, 2011.  For example, and without limitation, please
clarify in this section, if true, that you inte nd to use proceeds from this offering to drill
and, if warranted, complete oil wells in conne ction with your leases  in the Batson Dome
Field.  Similarly, you disclose on page 23 that your principal source of  cash flow will be
from the sale of crude oil and that you will use cash generated by your  operations to drill
and complete oil wells, to acquire oil and gas leases, and to fund working capital reserves.  You also state that “[you] will n eed to raise the funds required to drill new
wells through the sale of [y] our securities, from loans from third parties or from third
parties willing to pay [y]our share of the cost of drilling and completing the wells.”
Please revise your filing to clarify, if true, that you intend to fund any other drilling and
completion activities (including any such activ ities related to your farmout agreements)
with any cash generated by your operations, and the sale of your securities, loans from
third parties or funds from third parties will ing to pay your share of  the cost of drilling
and completing the wells.
10. We note your response to comment 18 from our  letter dated June 9, 2011, and we reissue
the comment.  We note that on page F-16 in  the notes to your financial statements you
estimate that your total capital requirem ents over the next 12 months will total
approximately $6,000,000 to $12,000,000.  In the cont ext of your liquidity and capital
resources, please discuss these totals, how you calculated these totals and the sources of
funds that you will use to meet  your total estimated capital requirements for the next 12
months.

11. We note your response to comment 19 from our letter dated June 9, 2011, and reissue
such comment in part.  Please discuss in the context of your liquidity and capital
resources the amounts due in connection with  principal payments on the convertible
notes, as well as the deadline for such paym ents and your anticipated source of funds.

Business, page 24

12. Please revise your filing to disclose all mate rial terms of your farmout agreement with
ExxonMobil Corporation.  For example, and without limitation, pleas e describe in your
filing the material terms of Exxon’s overridi ng royalty and its pr eferential right to
purchase production.

Underwriting, page 40

13. Please ensure that you have disclosed all mate rial terms of the unde rwriting agreement.
For example, and without limitation,  please de scribe in your filing all material terms
related to the underwrite r’s right of first refusal to ac t as lead underwriter for future
equity and debt offerings of the company.

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 4
 Description of Securities, page 43

14. Please tell us why you state at page 43 that  you are offering Units at a price of $1.35 per
unit.  In that regard, we note the price range  that you have  provide d on your prospectus
cover page.
 Vanguard Energy Corporation, page F-2

 Note 12 – Supplemental Information Relating to  Oil and Gas Producing Activities (Unaudited),
page F-19
 15. We note that in response to comment 22 in our letter dated June 9, 2011 you have
disclosed estimates of reserves and standardi zed measures of discounted future net cash
flows as of September 30, 2010 and March 31, 2 011, also the sources of changes in the
net quantities of reserves a nd standardized measures for the periods then ended.
However, you have conflicting information about the source of your September 30, 2010
reserves.  In the table of changes in rese rves, you indicate th ese originated from
production, while in the table of changes in the standardized meas ure, you indicate the
reserves were purchased.  In addition, on page 26 you report 521,109 Bbls of proved oil
reserves as of March 31, 2011, which does not correspond to your disclosures at Note 12.
Please resolve these inconsistencies.

16. Please disclose the net quantities of your inte rests in proved undevel oped reserves as of
the beginning and the end of the year  as required by FASB ASC 932-235-50-4, as
amended by ASU 2010-03.  You may refer to Example 1 at FASB ASC 932-235-55-2 for
an illustration of this required disclosure .  This comment is also applicable to your
disclosure of reserve quantity information in the financial statements of the Batson Dome Wells on page F-26.
 17. Tell us the reasons for the differences between  the reserve quantitie s that you acquired as
shown in the table on page F-19; and the corresponding end-of-per iod balance reported
for the Batson Dome Wells on page F-26.
 Pro Forma Financial Statements, page F-28

 18. Please remove the pro forma statement of reve nues and direct operating expenses for the
period from July 1, 2009 to September 30, 2009, and the related fiscal  reporting period
reconciliation of histor ical activity on page F-33, to comply with the guidance of
Rule 8-05(b)(1) of Regulation S-X.
 Note 2 – Pro Forma Adjustment s and Assumptions, page F-32

 19. We note that you did not comply with comment  23 in our letter dated June 9, 2011.  The
columns and headings in your fiscal reporting period reconci liation of historical activity
for the period from October 1, 2009 to September 30, 2010 appear to be incorrect and

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 5
 incomplete; and you did not include a simila r schedule for the period from October 1,
2010 to March 31, 2011.  The left column within each reconciliation of historical activity
(supporting the amounts utilized in the pro forma statements for the annual and
subsequent interim periods) s hould reflect the revenues and di rect costs reported in the
historical financial statements for the Batson Dome Wells (either the 2009 or 2010
amounts depending on the reconciliation), while the far right columns should reflect the
historical annual and interim activity based on your fiscal year.  We expect you will need
to show and properly label the adjusting colu mns previously described.  Please contact us
by telephone if you require further guidan ce.  We reissue prior comment 23.
 Exhibits

 20. Please ensure that you have filed all materi al contracts, and instruments defining the
rights of security holders.  See Items 601(b )(4) and 601(b)(10) of Regulation S-K.  For
example, and without limitation, please file the convertible promissory notes that you
reference at page 6.
 Exhibit 5

 21. We note your response to comment 26 from our letter dated June 9, 2011.  Because the
warrants are contractual obligations issued pursuant to the warrant agreements, please
obtain a revised opinion from counsel that opines on whether the warrants are legal,
binding obligations of the regist rant.  In addition, please ensure  that the revised opinion is
clearly marked to indicate that  it has been signed by counsel.
 Engineering Comments

 22. Please comply with all portions of Item 1204 of Regulation S-K pert aining to oil and gas
production, production prices and production costs.  Specifically please disclose the
following:
a. For each of the last three fiscal years di sclose production, by final product sold, of
oil, gas, and other products. Disclosure  shall be made by geographical area and
for each country and field that contains 15% or more of the registrant’s total proved reserves expressed on an oil-equi valent-barrels basis unless prohibited by
the country in which th e reserves are located.

b. For each of the last three fiscal years di sclose production, by final product sold, of
oil, gas, and other products. Disclosure  shall be made by geographical area and
for each country and field that contains 15% or more of the registrant’s total proved reserves expressed on an oil-equi valent-barrels basis unless prohibited by
the country in which th e reserves are located.
  Please see Item 1204 for the spec ific instructions to follow.

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 6
 23. Please comply with all portions of Item 1205 of Regulation S-K pertai ning to drilling and
other exploratory and development activities.  Specifically, for each of the last three
fiscal years, by geographical area, disclose:
a. The number of net productive and dry exploratory wells drilled; and

b. The number of net productive and dr y development wells drilled.

c. Disclose, by geographic area, for each of the last three years, any other
exploratory or developmen t activities conducted, incl uding implementation of
mining methods for purposes of o il and gas producing activities.

Please see Item 1205 for the definitions of exploratory and development wells.
 24. Please comply with all portions of Item 1206 of Regulation S-K pertaining to present
activities. Specifically please disclose the following:

a. Disclose, by geographical area, the regist rant’s present activities, such as the
number of wells in the process of be ing drilled (including wells temporarily
suspended), waterfloods in process of being installed, pres sure maintenance
operations, and any other related acti vities of material importance.

b. Provide the description of pr esent activities as of a date at the end of the most
recent fiscal year or as close to the date  that the registrant files the document as
reasonably possible.

c. Include only those wells in the process of  being drilled at the “as of” date and
express them in terms of both gross and net wells.

d. Do not include wells that the registrant  plans to drill, but has not commenced
drilling unless there are factors that make such information material.

25. Please comply with all portions of Item 1207 of Regulation S-K if you have any major
Delivery Commitments, specifically please disclose the following:
a. If the registrant is committed to provide a fixed and determinable     quantity of
oil or gas in the near future under exis ting contracts or agreements, disclose
material information concerning the estimated  availability of oil and gas from any
principal sources, incl uding the following:

i. The principal sources of oil and gas that the registrant will rely upon and
the total amounts that the registrant e xpects to receive from each principal
source and from all sources combined;

Warren M. Dillard
Vanguard Energy Corporation July 20, 2011 Page 7
 ii. The total quantities of oil and ga s that are subject to delivery
commitments; and

iii. The steps that the registra nt has taken to ensure th at available reserves and
supplies are sufficient to meet such co mmitments for the next one to three
years.

b. Please see Item 1207 for the specific in structions on the di sclosure of the
information required by this Item.
 26. Please comply with Item 1208 of Regulati on S-K pertaining to your oil and gas
properties, wells, operations and acreage.  Specifically, please disclose the following:

a. Disclose, as of a reasonably current date or as of the end of the fiscal year the total
gross and net productive wells , expressed separately fo r oil and gas (including
synthetic oil and gas produced throu gh wells) and the total gross and net
developed acreage (i.e.
, acreage assignable to pr oductive wells) by geographic
area.
b. Disclose, as of a reasonably current date or  as of the end of the fiscal year, the
amount of undeveloped acreage, both leases and concessions, if  any, expressed in
both gross and net acres by geographic ar ea, together with an indication of
acreage concentration

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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

<PAGE>
</TEXT>
</DOCUMENT>

June 9, 2011
 Via E-mail

Warren M. Dillard President and Chief Executive Officer Vanguard Energy Corporation 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056
Re: Vanguard Energy Corporation
Registration Statement on Form S-1 Filed May 13, 2011
  File No. 333-174194

Dear Mr. Dillard:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  If 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide complete responses, and where disclosure has changed, indicate precisely
where in the marked version of the amendment we will find your responsive changes.  To the extent comments on one section apply to similar disclosure elsewhere, please make
corresponding revisions to all affected areas.  This will minimize the need for us to repeat
similar comments.  Further, please provide  updated disclosure with each amendment.
For example, and without limitation, please provide updated disclosure regarding the
status of drilling operations pursuant to your Farmout Agreement mentioned on page 24.

2. In the amended registration statement, fill in  all blanks other than those that contain
information you are allowed to omit at the tim e of effectiveness pursuant to Rule 430A.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 2
 3. Prior to printing and distribut ing the preliminary prospectus, please provide us with
copies of all artwork and any graphics you pr opose to include in the prospectus, as well
as accompanying captions, if any.  We ma y have comments after reviewing these
materials.
4. Prior to submitting a request for accelerated e ffectiveness of the registration statement,
ensure that we have received  a letter or call from the Fi nancial Regulatory Authority
(FINRA) which confirms that it (a) has fini shed its review and (b) has no additional
concerns with respect to the underwriting arrangements.  Please provide us a copy of that
letter, or ensure that FINR A calls us for that purpose.

5. We note your disclosure that you anticipate that your units, comm on stock and the Class
A warrants will be quoted on the OTC Bulletin Board.  With a view toward disclosure, please advise us regarding the anticipated ti ming of such quotation, and the status of your
efforts to seek such quotation.
6. We note your disclosure that the Class A warra nts are exercisable at any time after they
become separately quotable.  Please tell us whether, and if so how, you intend to inform
your security holders that th e warrants are separa tely quotable and that the warrants may
be exercised.
7. Please provide independent, third party support for the fo llowing statemen ts that you
make in your filing:
• “[w]ells in the Batson Dome Field can have  lives of up to fifty years…” at page
22;
•  “[w]ells in this field normally do not experience rapid declin es in production” at
page 22;

• “[t]he Batson Dome Field…through 2009 ha d produced approximately 67 million
barrels of oil” at page 24; and

• “[a]ctive wells in the field continue to produce approximately 130,000 barrels of
oil annually” at page 24.

Registration Statement Cover Page

 8. Please tell us why you have checked the box that  indicates that this  is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act.
 Registration Fee Table

9. We note your disclosure in footnote 3 to your  fee table that pursuant to Rule 416 under
the Securities Act, you are also registeri ng such additional indeterminate number of

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 3
 securities as may become issuable pursuant to the anti-dilution provisions of the warrants
and the representative’s warrant. Please provi de your basis for incl uding such shares on
this registration statement in this way.
 Prospectus Cover Page

 10. You state that the Class A warrants are ex ercisable at any time after they become
“separately quotable.”  Please cl arify when you would deem the warrants to be separately
quotable.
 11. Please clarify when the underwriter’s warrant to purchase units will become exercisable.
 Risk Factors, page 6

 Since some of our officers plan to devote only a portion of their time to  our business…, page 7

 12. We note your disclosure that three of your officers are empl oyed at other companies.
Please disclose in this risk factor the amount  of time that you anticipate each of these
officers will devote to your business.
 We do not insure against all potential losses and could be ma terially impacted…, page 10

13. We note your disclosure that your policies are subject to li mitations and exceptions that
could cause you to be unprotecte d against risks involved in yo ur business. Please revise
your disclosure to briefly describe such limitations and exceptions.
 There is no public market for our units, co mmon stock or public warrants…, page 11

 14. Please expand this risk factor to explain what  is required for your securities to be quoted
on the OTCBB, clarify whether or not a mark et maker has submitted an application to
FINRA and discuss the consequences that will result if you do not have someone to act as
market maker or otherwise fail to ha ve your securities quoted on the OTCBB.
 If we do not maintain an effective registration statement…, page 12

 15. We note your disclosure that an  inability to exercise the public warrants could result in
purchasers of units in the offering paying full price for the units solely to acquire the
underlying two shares of common stock.  Howe ver, it appears that a unit holder would
only hold one share of common stoc k in the event that the warrants are not exercisable.
Please advise.
Use of Proceeds, page 18

 16. It does not appear that your use of proceeds disclosure addresses all net proceeds from
the sale of 7,000,000 units at $1.35 per unit.   Please advise or revise.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 4
 Management’s Discussion and Analysis  and Plan of Operation, page 21

 Liquidity and Capital Resources, page 22

17. Please discuss in this section your plans to dr ill wells pursuant to the Farmout Agreement
discussed on page 24.  Quantify the funds you will need to provide to drill these wells
and discuss the anticipated source of these funds.
 18. We note your disclosure in the notes to your financial statements at  page F-16 regarding
your estimated capital requirements for the next  twelve months. Please discuss this in the
context of your liquidity  and capital resources.
 19. We note your disclosure at pa ge 6 regarding the interest and principal payments due on
the convertible notes.  Please discuss these items in the context of your liquidity and
capital resources.
 Business, page 24

 20. We note your disclosure at page  28 that all of your oil production was being sold to an
independent oil company.  Please revise your filing to describe the terms of your relationship with such customer, and disclose  any related risks that are material.

Government Regulation, page 28

 21. Please expand your discussion of government regul ation to describe the effect of existing
or probable governmental regulation s relating to the environment.
 Financial Statements, F-1

 22. We note that while you report proved rese rves as of March 31, 2011 on page 26, you had
no reserves as of September 30, 2010, the end of your fiscal year.  As your proved
reserves appear to have originated from multiple sources, including the acquisition of
producing wells and the drilling and completion of additional wells, it would be helpful
to include note disclosure in your interim financial statements covering the six months
ended March 31, 2011 identifying, in addition to your estimate of reserves and the standardized measure, the source of changes in the net qua ntities of your reserves and the
standardized measure for the six months e nded March 31, 2011.  We expect this would
be incremental to and could replace the pro fo rma standardized measure details in Note 3
on page F-30.
 Unaudited Pro Forma Condensed Financial Statements, page F-25

 23. Given that you present Statements of Reve nues and Direct Operating Expenses covering
the last five months of the 2009 calenda r year, and the subsequent period through
December 15, 2010, we do not see your rationale in excluding activity prior to your July

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 5
 19, 2010 formation date in the pro forma presenta tion.  We expect that your existence at
the earlier point would be an assumption inherent in your compliance with Rule 8-
05(b)(1) of Regulation S-X, but would not imp act the pro forma details pursuant to FASB
ASC 805-10-50-2(h) on page F-12.
 Since your activity and that of the acquired operations are presented on different fiscal
years, it also would be helpful to include schedules reconciling be tween the historical
activity on page F-20 and the pro forma amounts on pages F-26 and F-27.  For example, it appears that annual amounts would be reconciled with five columns being activity for
July through December 2009; less activity of July, August and September 2009; plus
activity for January through December 2010; less activity of October, November and December 2010; and the totals.    In presenting the subsequent in terim pro forma, you should be  adding to your historical
amounts activity of the acquired properties for October through December 15, 2010.  In the first point under Note 2(a) on page F- 28, you indicate that you are adding six months
of activity for the properties acquired rather than only the activity that is not already
reflected in your historical fi nancial statements which span the date of acquisition.  We
expect your interim amounts w ould be reconciled with thr ee columns being activity for
January through December 15, 2010; less activity for January through September; and the
totals.

Please contact us by telephone if you require further clarification or guidance.
 24. Given that the financial information you pr esent for the Batson Dome Wells excludes
indirect general and administrative expenses, interest, income taxe s and other indirect
expenses, we would like to understand whether you expect the operations to be integrated
or operated with your existing staff and infras tructure or if you woul d be hiring additional
people and purchasing new systems to accommodate the expansion.  If the later scenario is true, you may need to limit your pro forma financial information to Statements of Revenues and Direct Operating Expenses.  Pl ease modify your presen tation if necessary
to comply with this guidance and to disc lose the rationale underlying your approach.
 Undertakings, page II-3

 25. Please provide the undertakings found in Regulation S-K, Item 512(i).
 Exhibit 5

 26. Please obtain and file a revised opinion fr om counsel that also opines on whether the
units and shares of common stock will be legally issued, and clarifies whether they have been duly authorized.  See Item 601(b)(5) of Re gulation S-K.  Please also ensure that the
revised legality opinion states whether the warrants to be covered by the registration
statement, including the representative’s warr ant, are legal, binding obligations of the
registrant.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 6
 27. Please ensure that the revised le gality opinion covers all appli cable law.  In that regard,
we note that the warrant certificate filed as Exhibit 4.6 indicates that it will be governed
by and construed in accordance with the laws of the State of Oregon.
 Engineering Comments

 General

28. Please comply with all disclosure requirem ents of Items 1202 through 1208 of Regulation
S-K.
 Vanguard Energy Corporation, page 3

29. You state that you plan to use new technologies in mature fields to recover more oil.
With a view towards possible disclosure, Pleas e provide us with a description of these
“new technologies” and explain to us the role these technolo gies play in your reserve
estimation process.   See Rule 4-10(a)(25)  of Regulation S-X and Part II.G. of the
Securities Act Release 33-8995.
Proved Reserves, page 26

30. Please disclose the qualifications and experi ence of Mr. Drum in determining proved
reserves.  We note the disclosu re regarding Mr. Rochefort.

Exhibit 99

31. Please replace the Exhibit from Nova Resources  with the correct exhibit which is a letter
from Nova Resources summarizing their fi ndings and including all the requirements in
paragraph (8) of Item 1202 of Regulation S-K.
32. We note that the total capital expenditure and the capital expenditure required for the
development of undeveloped reserves in the rese rve report is significan tly larger than the
future development costs in the standardized measure on page F-24 and that which is indicated in the Use of Pr oceeds section for Drilling Expenses on page 18.  Please
reconcile this.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Warren M. Dillard
Vanguard Energy Corporation June 9, 2011 Page 7
             Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jenifer Gallaghe r at (202) 551-3706 or Karl Hiller, Branch Chief, at
(202) 551-3686 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact James Mur phy, Petroleum Engineer, at (202) 551-3703 if you
have questions regarding the engineering commen ts.  Please contact Park er Morrill at (202) 551-
3696 or, in his absence, Laura Nicholson at (202) 551-3584 with any other questions.

Sincerely,
  /s/ H. Roger Schwall
H. Roger Schwall Assistant Director
 cc: William T. Hart (via e-mail)