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