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
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
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
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
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
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
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
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