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
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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
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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
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
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William T. Hart