<SEC-DOCUMENT>0001004878-12-000148.txt : 20120516
<SEC-HEADER>0001004878-12-000148.hdr.sgml : 20120516
<ACCEPTANCE-DATETIME>20120515190040
ACCESSION NUMBER: 0001004878-12-000148
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120514
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20120516
DATE AS OF CHANGE: 20120515
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vanguard Energy Corp
CENTRAL INDEX KEY: 0001497649
STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381]
IRS NUMBER: 272888719
STATE OF INCORPORATION: CO
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-174194
FILM NUMBER: 12846865
BUSINESS ADDRESS:
STREET 1: 1330 POST OAK BLVD.
STREET 2: SUITE 1600
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-627-2500
MAIL ADDRESS:
STREET 1: 1330 POST OAK BLVD.
STREET 2: SUITE 1600
CITY: HOUSTON
STATE: TX
ZIP: 77056
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8kitem801may-12.txt
<DESCRIPTION>8-K RE 8.01 PRESS RELEASE
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 Date of Report (date of earliest event reported): May 14,
2012
VANGUARD ENERGY CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Colorado 333-174194 27-2888719
---------------------------- ------------------- ---------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (713) 627-2500
N/A
---------------------
(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below).
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>
Item 8.01 Other Events
On May 14, 2012 the Company issued a press release, filed as Exhibit 99.1,
pertaining to the Company's results of operations for the three months ended
March 31, 2012.
The press release also discloses a presentation that will be given on May
21, 2012. The presentation will also be available on the Company's website.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Number Description
99.1 Press Release
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 14, 2012
VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillar
------------------------------------
Warren M. Dillard, President and Chief
Executive Officer
3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>form8kitem801ex995-12.txt
<DESCRIPTION>EXH 99 - PR RE 2ND QUARTER RESULTS
<TEXT>
EXHIBIT 99.1
<PAGE>
VANGUARD ENERGY CORPORATION ANNOUNCES SECOND QUARTER 2012 RESULTS
HOUSTON, TX--(Marketwire - May 14, 2012) - Vanguard Energy Corporation (OTCQX:
VNGE) (OTCBB: VNGE), an oil development and production company, today announced
financial results for its Fiscal Year 2012 second quarter ended March 31, 2011
Revenue from oil and gas activities during the period was a record
$862,505. The Company had revenue of $397,915 in the prior year's second
quarter. Income from operations was $91,222 for the 2012 second quarter compared
with a loss in last year's second quarter of $(227,246). Total net income for
the period was $254,367 versus a loss of $(1,241,088) in last year's second
quarter. Earnings per share for the 2012 first quarter were $0.02 (based on
12,798,420 weighted average shares outstanding during the quarter). By
comparison, last year's second fiscal quarter showed a loss of $(0.18) per
share. Net cash from operating activities totaled $275,569 for the six months
ended March 31, 2012.
Vanguard's President and CEO, Warren M. Dillard, commented: "We're very
pleased with our net income during the 2012 fiscal second quarter. As we look
forward, we believe that our revenues will be materially enhanced by increased
oil production from our new drilling efforts."
Vanguard Energy recently completed drilling its seventh well in the Batson
Dome oil field, where it controls more than 500 strategically located acres in
Southeast Texas. Two additional wells are now in the early stage of drilling and
are expected to be on line before the end of the current quarter.
Mr. Dillard observed that the company's mission is to aggressively develop
the acreage it currently has under control, having up to 50 potential well
sites, and to actively seek additional lease opportunities within the Batson
Dome field as well as pursue new leasing opportunities in other historic fields
in the region.
Mr. Dillard commented further that as of March 31, 2011, the five completed
wells in the Batson Dome field were collectively producing approximately 122
barrels of oil per day. Total production during the second quarter was 10,518
barrels of oil. "We expect the next wells to perform well since they will be the
first whose locations were selected with the benefit of recently completed 3-D
seismic reports."
Vanguard Energy to present at the upcoming B. Riley Investor Conference
Warren Dillard, Chief Executive Officer of the Company and Dr. Jerry
Bailey, Chairman of the Company, will present at the 13th Annual B. Riley
Investor Conference at the Loews Santa Monica Beach Hotel in Santa Monica,
California on Monday, May 21st at 4:00 PM (Pacific Time). The presentation will
be webcast live via a link posted on the Company's website in the investor
1
<PAGE>
presentation section at www.vanguardenergycorp.com, and will be archived for ten
(10) days on the Company's website following the presentation. Warren Dillard
and Dr. Jerry Bailey will be available for one-on-one meetings with investors
during the conference.
About Vanguard Energy Corporation
Vanguard Energy Corporation is an oil drilling and production company with
a focus on established oil fields in southeast Texas. Concentrating on oil
properties in established areas with proven production, Vanguard can apply its
managerial expertise to maximize production while minimizing risk. Vanguard
believes it can create significant shareholder value by building cash flow and
oil reserves through an aggressive, focused acquisition and development program
in the prolific Southeast Texas oil producing region. Vanguard's initial area of
operation is in the famous Batson Dome Field, where it controls 500
strategically located acres. For more information, visit:www.vanguardenergycorp.
com.
Safe Harbor
This press release and other statements Vanguard Energy Corporation may
make in the future contain forward-looking statements that relate to Vanguard's
plans, objectives and future estimates. Various risks, uncertainties and other
factors could cause actual results to differ materially from those expressed in
any forward-looking statements. For a more detailed list of such risks,
uncertainties and other factors, please refer to the Risk Factor section of
Vanguard's Registration Statement on Form S-1 and in its other periodic filings
with the Securities and Exchange Commission. Vanguard makes no commitment to
update any forward-looking statement, or to disclose any facts, events, or
circumstances after the date of this release that may affect the accuracy of any
forward-looking statement, except as may be required by applicable law.
2
<PAGE>
VANGUARD ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
March 31, March 31,
2012 2011 2012 2011
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
Revenues
Oil and gas sales $ 862,505 $ 397,915 $ 1,607,676 $ 397,915
Costs and expenses
Lease operating
expense 138,540 30,517 237,636 30,517
Production taxes 39,744 18,013 74,087 18,013
Depreciation,
depletion and
amortization 189,899 49,271 311,844 49,271
Asset retirement
obligation accretion 974 1,052 2,117 1,052
General and
administrative 401,932 524,788 702,371 623,378
Other 194 1,520 626 47,113
----------- ----------- ----------- -----------
Total costs and expenses 771,283 625,161 1,328,681 769,344
----------- ----------- ----------- -----------
Income (loss) from
operations 91,222 (227,246) 278,995 (371,429)
----------- ----------- ----------- -----------
Other income (expense)
Interest income 1,180 361 1,712 826
Interest expense (246,524) (165,231) (492,068) (196,435)
Change in fair value
of warrant and
conversion feature
liabilities 408,489 (848,972) 483,108 (846,449)
----------- ----------- ----------- -----------
Total other income
(expense) 163,145 (1,013,842) (7,248) (1,042,058)
----------- ----------- ----------- -----------
Income (loss) before
income taxes 254,367 (1,241,088) 271,747 (1,413,487)
Provision for income
taxes - - - -
----------- ----------- ----------- -----------
Net income (loss) $ 254,367 $(1,241,088) $ 271,747 $(1,413,487)
=========== =========== =========== ===========
Earnings (loss) per
share - Basic $ 0.02 $ (0.18) $ 0.02 $ (0.22)
=========== =========== =========== ===========
Weighted average number
of common shares 12,705,561 7,042,837 11,062,946 6,468,301
=========== =========== =========== ===========
Earnings (loss) per
share - Diluted $ 0.02 $ (0.18) $ 0.02 $ (0.22)
=========== =========== =========== ===========
Weighted average number
of common and potential
common shares 12,798,420 7,042,837 11,109,375 6,468,301
=========== =========== =========== ===========
3
<PAGE>
VANGUARD ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, September 30,
ASSETS 2012 2011
------------- -------------
(Unaudited)
Current assets
Cash and cash equivalents $ 2,256,932 $ 453,243
Accounts receivable 394,168 257,147
Other assets 23,167 4,428
------------- -------------
Total current assets 2,674,267 714,818
Property and equipment
Oil and gas, on the basis of full cost
accounting
Proved properties 6,144,103 3,606,967
Unproved properties and properties under
development, not being amortized 780,520 619,679
Furniture and equipment 3,544 2,014
Less: accumulated depreciation, depletion and
amortization (576,500) (264,657)
------------- -------------
Total property and equipment 6,351,667 3,964,003
Debt issuance costs 232,713 338,345
Other assets 12,195 527,886
------------- -------------
Total assets $ 9,270,842 $ 5,545,052
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 232,182 $ 180,031
Other liabilities 134,089 75,056
Current portion of notes payable, net of
discount of $604,191 and $0 2,795,809 -
Current portion of conversion feature
liability 339,210 -
------------- -------------
Total current liabilities 3,501,290 255,087
Notes payable, net of discount of $0 and
$1,066,539 - 2,333,461
Participation liability 964,619 1,172,315
Conversion feature liability - 720,593
Warrant liabilities 298,594 400,319
Asset retirement obligations 67,084 24,629
------------- -------------
Total liabilities 4,831,587 4,906,404
------------- -------------
Commitments and contingencies - -
Stockholders' equity
Preferred stock, $0.00001 par value; 5,000,000
shares authorized, none issued or outstanding - -
Common stock, $0.00001 par value; 50,000,000
shares authorized, 12,710,409 and 7,865,822
shares issued and outstanding 127 79
Additional paid-in capital 5,394,922 1,866,110
Accumulated deficit (955,794) (1,227,541)
------------- -------------
Total stockholders' equity 4,439,255 638,648
------------- -------------
Total liabilities and stockholders' equity $ 9,270,842 $ 5,545,052
============= =============
Investor Relations Contact
Victor P. Thompson
888-751-1306
4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>