0001004878-12-000251.txt : 20120814 0001004878-12-000251.hdr.sgml : 20120814 20120814162302 ACCESSION NUMBER: 0001004878-12-000251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120814 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120814 DATE AS OF CHANGE: 20120814 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: 121033278 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 8-K 1 form8krepressaug-12.txt FORM 8-K RE PRESS RELEASE 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): August 14, 2012 VANGUARD ENERGY CORPORATION --------------------------- (Exact name of registrant as specified in its charter) Colorado None 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)) Item 8.01 Other Events On August 14, 2012, the Company issued a press release, filed as Exhibit 99.1, announcing its quarterly financial results for the period ending June 30, 2012, a conference call to be held on August 23, 2012, as well as other information regarding the Company. Item 9.01. Financial Statements and Exhibits (d) Exhibits Number Description ------ ----------- 99.1 Press Release 2 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: August 14, 2012 VANGUARD ENERGY CORPORATION By: /s/ Warren M. Dillard -------------------------------------- Warren M. Dillard, President and Chief Executive Officer 3 EX-99 2 form8krepressex99aug-12.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 1330 Post Oak Boulevard, Suite 1600 (713) 627-2500 (tel) HOUSTON, TEXAS 77056 (713) 963-4663 (fax) Vanguard Energy Corporation Announces Expanded Drilling Program and Quarterly Financial Results For Immediate Release HOUSTON, TX - (Market Wire) - August 14, 2012 - Vanguard Energy Corporation (OTCQX:VNGE), an oil development and production company today announced an expanded drilling program and results of operations for its Fiscal Year 2012 third quarter ended June 30, 2012. The Company has commenced drilling on the first of what is planned to be a new six well program to be completed in 2012 in the Company's oil fields in southeast Texas. A drilling rig was moved into position in early August and the first of these wells was spud on August 8. The Company plans to drill these new wells back to back with the same drilling rig and crew in place. The Company recently announced the successful close of initial stages of a convertible debt offering raising a total of $6.8 million, including $3.05 million of rollovers of existing debt that was due on October 31, 2012. The new net cash will be used to fund the drilling of the new wells. Mr. Warren Dillard, President and CEO of Vanguard Energy stated, "Vanguard is well positioned to enjoy substantial growth over the rest of the year as we execute our development drilling program with new cash provided by our recent sales of new convertible notes." Highlights for the quarterly fiscal year 2012 third quarter financial results include: o Revenue from oil and gas sales for the nine months ending June 30, 2012 was $2,459,575, an increase of 87% from the previous nine-month period ending June 30, 2011 of $1,314,982. o For the nine months ended June 30, 2012 net income was ($56,452) compared to ($1,142,935) for the nine months ended June 30, 2011. o Net income (loss) for the quarter was ($328,199) compared to $270,552 for the same period of 2011. o The most recent nine months and quarterly losses are attributable primarily to a non-cash charge reflecting a change in the fair value of warrant and conversion liabilities of ($427,162) as required by generally accepted accounting principles associated with public market prices of the Company's shares. o Shareholder equity grew to $4,189,422 from $638,648 for the same quarter 2011 due to the Company's IPO in Q1 of FY 2012. o The Company produced and sold 11,875 barrels of oil during the quarter ending June 30, 2012. o Revenue from oil and gas sales for the quarter was $851,899. Conference call The Company will host a conference call on August 23, 2012 at 10:30 AM Eastern time (9:30 CT, 7:30 PT) to discuss the results of operations and provide additional details on drilling activity. The dial in number for those interested in participating is (877) 548-9590. The call will be web cast and can be viewed on the Company web site at www.vanguardenergy.com. About Vanguard Energy Vanguard Energy 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 applies its managerial expertise to maximize production while minimizing risk. Vanguard is focused on creating 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 strategic acres with substantial oil reserves. For more information visit the Company's web site at www.vanguardenergycorp.com Safe Harbor This press release and other statements Vanguard Energy 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 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. Investor Relations Contact: Brad Holmes EnergyIR (713) 654-4009 B_holmes@att.net