Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
AMENDMENT NO. 2
Registration Statement Under
THE SECURITIES ACT OF 1933
VANGUARD ENERGY CORPORATION
(Exact name of registrant as specified in charter)
Colorado
(State or other jurisdiction of incorporation)
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
27-2888719 (713) 627-2500
--------------------------- ------------------------------------------------
(IRS Employer I.D. (Address, including zip code, and telephone number
Number) including area of principal executive offices)
Warren M. Dillard
1330 Post Oak Blvd. Suite 1600
Houston, TX 77506
(713) 627-2500
--------------------------------------------
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications, including all communications sent
to the agent for service, should be sent to:
William T. Hart, Esq.
Hart & Hart
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement
becomes effective as determined by market conditions
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]
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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 Offerin Registration
Registered Registered Share (1) Price Fee (1)
---------- ---------- --------- -------- ----------
Common stock (2) 4,800,000 $1.50 $7,200,000
Units issuable upon the
exercise of underwriters'
warrants 480,000 $1.20 $576,000
Common Stock (3) 480,000
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.
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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 units issuable upon the exercise of warrants we issued to the
underwriters of our initial public offering. Each unit consists of one
share of our common stock and one Class A warrant;
o 480,000 shares of our common stock issuable upon the exercise the
underwriters' warrants; 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
July 10, 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 July __, 2013.
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PROSPECTUS SUMMARY
We are an early-stage independent energy company engaged in the acquisition and
development of leases in or near the Batson Dome Field in East Texas. We plan to
build our cash flow and oil reserves through a focused acquisition and
development program by:
o focusing our operations in the hydrocarbon-rich region of east Texas;
o drilling in areas which have a high proportion of oil relative to
natural gas;
o lessening risk by concentrating on established areas with proven
production; and
o using new screening technology which prevents sand accumulation in the
well bores and allows for the recovery of more oil from mature fields.
As of July 10, 2013:
o we had drilled and completed fourteen wells in the Batson Dome Field,
and
o we were not drilling or completing any wells.
During the year ended September 30, 2012 and the six months ended March 31,
2013 gross revenues from our oil production were approximately $3,369,000 and
$2,565,000 respectively.
At September 30, 2012 the after-tax present value, discounted at 10%, of
the estimated future net revenues of our estimates of proved oil reserves was
approximately $37,000,000.
We are continuing the development of our leases in the Batson Dome Field.
We also plan to acquire additional leases adjacent to the Batson Dome Field or
in other areas of East Texas. We believe that, based on past field production,
geology, and our actual experience with the oil wells on our Batson Dome leases,
there is an opportunity for the drilling of a number of additional oil wells on
our leases. We are continuing to add to our lease position at the field and are
implementing a new 3-D seismic analysis of the entire area with the goal of
gaining additional potential drilling prospects in the area.
We were incorporated in Colorado in June 2010. Our executive offices are
located at 1330 Post Oak Blvd., Suite 1600 Houston, Texas 77056. Our telephone
number is (713) 627-2500 and our fax number is (713) 963-4663. Our website
address is www.vanguardenergycorp.com. Information contained in and accessible
through our website is not part of this prospectus.
THE OFFERING:
In December 2011 we sold 4,800,000 units in an initial public offering.
Each unit consisted of one share of our common stock and one Class A warrant.
Each Class A warrant entitles the holder to purchase one share of our common
stock at a price of $1.50 per share at any time on or before November 29, 2016.
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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 units issuable upon the exercise of warrants we issued to the
underwriters of our initial public offering. Each unit consists of one
share of our common stock and one Class A warrant;
o 480,000 shares of our common stock issuable upon the exercise of the
underwriters' warrants; and
o 480,000 Class A warrants issuable upon the exercise of underwriters'
warrants.
Common Stock Outstanding: As ofJuly 10, 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
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operations, future performance and business, including statements relating to
our business strategy and our current and future development plans.
The potential risks and uncertainties that could cause our actual financial
condition, results of operations and future performance to differ materially
from those expressed or implied in this prospectus include:
o the sale prices of crude oil;
o the amount of production from oil wells in which we have an interest;
o lease operating expenses;
o international conflict or acts of terrorism; and
o general economic conditions.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, level of
activity, performance or achievements. Many factors discussed in this
prospectus, some of which are beyond our control, will be important in
determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from the forward-looking
statements. In light of these and other uncertainties, you should not regard the
inclusion of a forward-looking statement in this prospectus as a representation
by us that our plans and objectives will be achieved, and you should not place
undue reliance on such forward-looking statements. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
RISK FACTORS
Investors should be aware that an investment in our securities involves
certain risks, including those described below, which could adversely affect the
value of our common stock. We do not make, nor have we authorized any other
person to make, any representation about the future market value of our common
stock. In addition to the other information contained in this prospectus, the
following factors should be considered carefully in evaluating an investment in
our securities.
We are an early-stage independent energy company. We suffered a net loss of
$(1,027,157) during the year ended September 30, 2012. Although we had net
income for the six months ended March 31, 2013, we may suffer losses in future
periods.
Our failure to obtain capital may restrict our operations. We may need
additional capital to fund our operating losses and to expand our business. We
do not know what the terms of any future capital raising may be but any future
sale of our equity securities would dilute the ownership of existing
stockholders and could be at prices substantially below the price investors pay
for the shares of common stock sold in this offering. Our failure to obtain the
capital which we require may result in the slower implementation of our business
plan. There can be no assurance that we will be able to obtain the capital that
we will need.
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Drilling. Oil exploration is not an exact science, and involves a high
degree of risk. The primary risk lies in the drilling of dry holes or drilling
and completing wells that, though productive, do not produce oil in sufficient
amounts to return the amounts expended and produce a profit. Hazards, such as
unusual or unexpected formation pressures, downhole fires, blowouts, loss of
circulation of drilling fluids and other conditions are involved in drilling and
completing wells and, if such hazards are encountered, completion of any well
may be substantially delayed or prevented. In addition, adverse weather
conditions can hinder or delay operations, as can shortages of equipment and
materials or unavailability of drilling, completion, and/or work-over rigs. Even
though a well is completed and is found to be productive, water and/or other
substances may be encountered in the well, which may impair or prevent
production or marketing of oil from the well.
Exploratory drilling involves substantially greater economic risks than
development drilling because the percentage of wells completed as producing
wells is usually less than with development drilling. Exploratory drilling
itself can involve varying degrees of risk and can generally be divided into
higher risk attempts to discover a reservoir in a completely unproven area or
relatively lower risk efforts in areas not too distant from existing reservoirs.
While exploration adjacent to or near existing reservoirs may be more likely to
result in the discovery of oil than in completely unproven areas, exploratory
efforts are nevertheless high risk activities.
Although the completion of a well is, to a certain extent, less risky than
drilling, the process of completing a well is nevertheless associated with
considerable risk. In addition, even if a well is completed as a producer, the
well for a variety of reasons may not produce sufficient oil in order to repay
the investment in the well. As a result, there is considerable economic risk
associated with our activities.
Economic Factors in Oil Exploration. The acquisition, exploration and
development of oil properties, and the production and sale of oil are subject to
many factors which are outside our control. These factors include, among others,
general economic conditions, proximity to pipelines, oil import quotas, supply,
demand, and price of other fuels and the regulation of production, refining,
transportation, pricing, marketing and taxation by Federal, state, and local
governmental authorities.
Title Uncertainties. Interests that we will acquire in properties may be
subject to royalty and overriding royalty interests, liens incident to operating
agreements, liens for current taxes and other burdens and encumbrances,
easements and other restrictions, any of which may subject us to future
undetermined expenses. We do not intend to purchase title insurance, title
memos, or title certificates for any leasehold interests we acquire. It is
possible that at some point we will have to undertake title work involving
substantial costs. In addition, it is possible that we may suffer title failures
resulting in significant losses.
Uninsured Risks. The drilling of wells involves hazards such as blowouts,
unusual or unexpected formations, pressures or other conditions which could
result in substantial losses or liabilities to third parties. Although we intend
to acquire adequate insurance, or to be named as an insured under coverage
acquired by others (e.g., the driller or operator), we may not be insured
against all such losses because such insurance may not be available, premium
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costs may be deemed unduly high, or for other reasons. Accordingly, uninsured
liabilities to third parties could result in the loss of our funds or property.
Government Regulation. Our operations are affected from time to time and in
varying degrees by political developments and Federal and state laws and
regulations regarding the development, production and sale of crude oil. These
regulations require permits for drilling of wells and also cover the spacing of
wells, the prevention of waste, and other matters. Rates of production of oil
have for many years been subject to Federal and state conservation laws and
regulations and the petroleum industry is subject to Federal tax laws. In
addition, the production of oil may be interrupted or terminated by governmental
authorities due to ecological and other considerations. Compliance with these
regulations may require a significant capital commitment by and expense to us
and may delay or otherwise adversely affect our proposed operations.
From time to time legislation has been proposed relating to various
conservation and other measures designed to decrease dependence on foreign oil.
No prediction can be made as to what additional legislation may be proposed or
enacted. Oil producers may face increasingly stringent regulation in the years
ahead and a general hostility towards the oil and gas industry on the part of a
portion of the public and of some public officials. Future regulation will
probably be determined by a number of economic and political factors beyond our
control or the oil and gas industry.
Environmental Laws. Our activities will be subject to existing federal and
state laws and regulations governing environmental quality and pollution
control. Compliance with environmental requirements and reclamation laws imposed
by Federal, state, and local governmental authorities may necessitate
significant capital outlays and may materially affect our earnings. It is
impossible to predict the impact of environmental legislation and regulations
(including regulations restricting access and surface use) on our operations in
the future although compliance may necessitate significant capital outlays,
materially affect our earning power or cause material changes in our intended
business. In addition, we may be exposed to potential liability for pollution
and other damages.
As of the date of this prospectus there was only a limited public market
for our common stock and our Class A warrants. As a result, purchasers of the
securities offered by this prospectus may be unable to sell their securities or
recover any amounts that they paid for their securities.
Disclosure requirements pertaining to penny stocks may reduce the level of
trading activity in our securities and investors may find it difficult to sell
their shares or warrants. Trades of our securities are subject to Rule 15g-9 of
the Securities and Exchange Commission, which rule imposes certain requirements
on broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
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rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation.
Shares issuable upon the conversion of notes or upon the exercise of
outstanding warrants and options may substantially increase the number of shares
available for sale in the public market and may depress the price of our common
stock.
We have outstanding convertible notes, as well as options and warrants
which, as of the date of this prospectus, could potentially allow the holders to
acquire a substantial number of shares of our common stock. Until the
convertible notes are repaid, and the options and warrants expire, the holders
will have an opportunity to profit from any increase in the market price of our
common stock without assuming the risks of ownership. Holders of options and
warrants may exercise these securities at a time when we could obtain additional
capital on terms more favorable than those provided by the options or warrants.
The conversion of the notes or the exercise of the options and warrants will
dilute the voting interest of the current owners of outstanding shares by adding
a substantial number of additional shares of common stock.
The sale of common stock described above, or the perception that such sales
could occur, may adversely affect the market price of our common stock.
Any decline in the price of our common stock may encourage short sales,
which could place further downward pressure on the price of our common stock.
Short selling is a practice of selling shares which are not owned by a seller at
that time, with the expectation that the market price of the shares will decline
in value after the sale, providing the short seller a profit.
PLAN OF DISTRIBUTION
In December 2011 we sold 4,800,000 units in an initial public offering.
Each unit consisted of one share of our common stock and one Class A warrant.
Each Class A warrant entitles the holder to purchase one share of our common
stock at a price $1.50 per share at any time on or before November 29, 2016.
In connection with the December 2011 initial public offering, we issued
warrants to the underwriters' of the offering. 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 our common
stock and one Class A warrant.
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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 units issuable upon the exercise of warrants we issued to the
underwriters of our initial public offering. Each unit consists of one
share of our common stock and one Class A warrant;
o 480,000 shares of our common stock issuable upon the exercise of the
underwriters' warrants, 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
rights which would have priority over any dividends paid with respect to the
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holders of our common stock. The issuance of preferred stock with these rights
may make the removal of management difficult even if the removal would be
considered beneficial to shareholders generally, and will have the effect of
limiting shareholder participation in transactions such as mergers or tender
offers if these transactions are not favored by our management. As of the date
of this prospectus, we had not issued any shares of preferred stock.
Warrants
See the section of this prospectus captioned "Plan of Distribution" for a
description of our Class A warrants and the warrants we issued to the
underwriters of our initial public offering.
Transfer Agent
Corporate Stock Transfer
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
Phone: 303-282-4800
Fax: 303-282-5800
INDEMNIFICATION
Our bylaws authorize indemnification of directors, officers, employees or
agents against expenses incurred by him in connection with any action, suit, or
proceeding to which he is named a party by reason of his having acted or served
in such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his duty. In addition, even a director, officer,
employee, or agent who was found liable for misconduct or negligence in the
performance of his duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction determines such
person is fairly and reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
AVAILABLE INFORMATION
We are subject to the requirements of the Securities Exchange Act of l934
and are required to file reports and other information with the Securities and
Exchange Commission. Copies of any such reports and other information filed by
us can be read and copied at the Commission's Public Reference Room at 100 F
Street, N.E., Washington, D.C., 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information regarding public
companies. The address of that site is http://www.sec.gov.
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We will provide, without charge, to each person to whom a copy of this
prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference below (other than exhibits to these documents, unless the exhibits
are specifically incorporated by reference into this prospectus). Requests
should be directed to:
Vanguard Energy Corporation
1330 Post Oak Blvd., Suite 1600
Houston, TX 77506
(713) 627-2500
The following documents have been filed with the Commission and are
incorporated by reference into this prospectus:
o annual report on Form 10-K for the year ended September 30, 2012;
o quarterly report on Form 10-Q for the three months ended December 31,
2012;
o report on Form 8-K filed on March 25, 2013; and
o quarterly report on Form 10-Q for the three months ended March 31,
2013.
All documents we file with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference into this prospectus and to be a part of this prospectus from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for the purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
which also is or is deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used, even though that information
may be superseded or modified by information subsequently incorporated by
reference into this prospectus.
We have filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of l933, as amended, with respect to the
securities offered by this prospectus. This prospectus does not contain all of
the information set forth in the Registration Statement. For further
information, reference is made to the Registration Statement and to the exhibits
filed with the Registration Statement. Statements contained in this prospectus
as to the contents of any contract or other documents are summaries which are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement and related exhibits may also be examined
at the Commission's internet site.
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TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY ............................................
RISK FACTORS .................................................
PLAN OF DISTRIBUTION...........................................
DESCRIPTION OF SECURITIES......................................
INDEMNIFICATION ...............................................
AVAILABLE INFORMATION..........................................
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by Vanguard Energy Corporation. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered in any jurisdiction to any person to whom it is unlawful to
make an offer by means of this prospectus.
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PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
SEC Filing Fee $ 1,179
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 5,000
Miscellaneous Expenses 3,821
-------
TOTAL $20,000
=======
All expenses other than the S.E.C. filing fees are estimated.
Item 15. Indemnification of Officers and Directors.
It is provided by Section 7-109-102 of the Colorado Revised Statutes and
the Company's Bylaws that the Company may indemnify any and all of its officers,
directors, employees or agents or former officers, directors, employees or
agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in the best interest of the Company.
Item 16. Exhibits
The following exhibits are filed with this Registration Statement:
Exhibits
3.1* Articles of Incorporation
3.2* Bylaws
4.1* Form of Common Stock Certificate
4.2* Form of Unit Certificate
4.3* Form of Class A Warrant Certificate
4.5* Form of Warrant Agreement
4.6* Form of Representative's Warrant
4.7* Non-Qualified Stock Option Plan
4.8** Form of Series A Warrant
4.9** Form of Series B Warrant
4.10** Form of Series C Warrant
4.11** Form of Series D Warrant
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Exhibits (cont'd)
---------
4.12** Form of Series E Warrant
5 Opinion of Counsel
10.1* Purchase Agreement between C.F.O., Inc. and Vanguard Energy
Corporation
10.2* Purchase Agreement between Sidekick Xploration, LLC and Enecor, Inc.
10.3* Assignment between C.F.O., Inc. and Vanguard Energy Corporation
10.4* Employment Agreement with Warren Dillard
10.5* Employment Agreement with R. Gerald Bailey
10.6* Employment Agreement with Steven Powers
10.7* Farmout Agreement with Claire Oil & Gas, Inc.
10.8* Operating Agreement with C.F.O, Inc.
10.9* Farmout Agreement with Exxon/Mobil
10.10* Form of Convertible Note
10.11* Amendment to Farmout Agreement with Claire Oil & Gas, Inc.
10.12* Form of Lock-Up Agreement required by State Securities Administrators
14* Code of Ethics
21* Subsidiaries
23.1 Consent of Hart & Hart
23.2**** Consent of Briggs & Veselka Co.
23.3*** Consent of Nova Resource, Inc.
99** Oil and Gas Reserve Report
* Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form S-1 (File # 333-174194).
** Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form S-1 (File # 333-180987).
*** Filed with initial registration statement.
**** Filed with Amendment No. 1 to this registration statement.
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Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii) To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of l933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement;
and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
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of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
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POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Houston, Texas on the 15th day of
July, 2013.
VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillard
-------------------------------------------
Warren M. Dillard, President and Chief
Executive Officer
In accordance with the requirements of the Securities Act of l933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Warren M. Dillard Principal Executive, Financial July 15, 2013
---------------------- and Accounting Officer
Warren M. Dillard and a Director
/s/ Gerald Bailey Director July 15, 2013
----------------------
Gerald Bailey, by Warren M.
Dillard, as his attorney-in-fact
/s/ Steven M. Powers Director July 15, 2013
----------------------
Steven M. Powers, by Warren
M. Dillard, as his attorney-in-fact
/s/ Rick Wilber Director July 17, 2013
----------------------
Rick Wilber
VANGUARD ENERGY CORPORATION
FORM S-3
AMENDMENT NO. 2
EXHIBITS