0001004878-13-000116.txt : 20130412 0001004878-13-000116.hdr.sgml : 20130412 20130411183717 ACCESSION NUMBER: 0001004878-13-000116 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130412 DATE AS OF CHANGE: 20130411 EFFECTIVENESS DATE: 20130412 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-187873 FILM NUMBER: 13757131 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 S-8 1 forms8april-13.txt FORM S-8 As filed with the Securities and Exchange Commission on _________, 2013 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 VANGUARD ENERGY CORPORATION (Exact name of registrant as specified in its charter) Colorado 27-2888719 -------------------------- --------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1330 Post Oak Blvd., Suite 1600 Houston, TX 77506 ------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Non-Qualified Stock Option Plan (Full Title of Plan) Warren M. Dillard 133 Post Oak Blvd., Suite 1600 Houston, TX 77506 ----------------------------- (Name and address of agent for service) (713) 627-2500 ----------------------------------------- (Telephone number, including area code, of agent for service) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Copies of all communications, including all communications sent to agent for service to: William T. Hart, Esq. Hart & Hart l624 Washington Street Denver, Colorado 80203 (303) 839-0061 1 CALCULATION OF REGISTRATION FEE Title Proposed Proposed of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered (1) per share (2) price fee -------------------------------------------------------------------------------- fee Common Stock issuable pursuant to Non-Qualified Stock Option Plan 1,500,000 $0.60 $900,000 $123 (1) This Registration Statement also covers such additional number of shares, presently undeterminable, as may become issuable in the event of stock dividends, stock splits, recapitalizations or other changes in the Company's common stock. (2) Varied, but not less than the fair market value on the date that the shares were or are granted. Pursuant to Rule 457(g), the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon closing price of the Company's common stock on April 10, 2013. 2 VANGUARD ENERGY CORPORATION Cross Reference Sheet Required Pursuant to Rule 404 PART I INFORMATION REQUIRED IN PROSPECTUS (NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is not required to be filed with this Registration Statement.) Item No. Form S-8 Caption Caption in Prospectus 1. Plan Information (a) General Plan Information Non-Qualified Stock Option Plan (b) Securities to be Offered Non-Qualified Stock Option Plan (c) Employees who may Participate Non-Qualified Stock Option Plan in the Plan (d) Purchase of Securities Pursuant Non-Qualified Stock Option Plan to the Plan and Payment for Securities Offered (e) Resale Restrictions Resale of Shares by Affiliates (f) Tax Effects of Plan Non-Qualified Stock Option Plan Participation (g) Investment of Funds Not Applicable. (h) Withdrawal from the Plan; Other Information Regarding the Assignment of Interest Plan (i) Forfeitures and Penalties Other Information Regarding the Plan (j) Charges and Deductions and Other Information Regarding the Liens Therefore plan 2. Registrant Information and Employee Available Information, Documents Plan Annual Information Incorporated by Reference 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3 - Incorporation of Documents by Reference The following documents filed with the Commission by Vanguard Energy Corporation ("Vanguard") (Commission File No. 333-174194) are incorporated by reference into this prospectus: (1) Annual report on Form 10-K for the fiscal year ended September 30, 2012. (2) Report on Form 10-Q for the three months ended December 31, 2012. (3) Report on Form 8-K filed March 25, 2013. All documents filed with the Commission by Vanguard 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 by Vanguard to offer and sell securities, even though that information may be superseded or modified by information subsequently incorporated by reference into this prospectus. Vanguard has 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 with respect to Vanguard and such securities, 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. Item 4 - Description of Securities Not required. 4 Item 5 - Interests of Named Experts and Counsel Not Applicable. Item 6 - Indemnification of Directors and Officers Vanguard's 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, Vanguard has 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. Item 7 - Exemption for Registration Claimed Not applicable. Item 8 - Exhibits 4 -- Instruments Defining Rights of Security Holders 4.1 -- Non-Qualified Stock Option Plan 5 -- Opinion Regarding Legality l5 -- Letter Regarding Unaudited Interim Financial Information None 23 -- Consents of Attorneys, Independent Public Accountants and Petroleum Engineers 24 -- Power of Attorney Included on the signature page of this Registration Statement 99 -- Reoffer Prospectus 5 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 9th day of April, 2013. VANGUARD ENERGY CORPORATION By:/s/ Warren M. Dillard ------------------------------------------- Warren M. Dillard, Principal 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 April 9, 2013 ---------------------- Warren M. Dillard and Accounting Officer and Director /s/ Gerald Bailey Director April 9, 2013 ---------------------- Gerald Bailey /s/ Steven M. Powers Director April 11, 2013 ---------------------- Steven M. Powers Director ---------------------- Rick Wilber VANGUARD ENERGY CORPORATION FORM S-8 EXHIBITS EX-4 2 forms8ex41april-13.txt EX. 4.1 NON-QUALIFIED STOCK OPTION PLAN EXHIBIT 4.1 VANGUARD ENERGY CORPORATION NON-QUALIFIED STOCK OPTION PLAN 1. Purpose. This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of Vanguard Energy Corporation (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock. Options granted under the Plan are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended (the "Code"). 2. Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Committee" means the directors duly appointed to administer the Plan. (c) "Common Stock" means the Company's Common Stock. (d) "Date of Grant" means the date on which an Option is granted under the Plan. (e) "Option" means an Option granted under the Plan. (f) "Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan. (g) "Successor" means the legal representative of the estate of a deceased optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee. 3. Administration of Plan. The Plan shall be administered by the Company's Board of Directors or in the alternative, by a committee of two or more directors appointed by the Board (the "Committee"). If a Committee should be appointed, the Committee shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Options shall be granted and the number of shares and purchase price of Common Stock covered by each Option; to construe and interpret the Plan; to determine the terms and provisions of the respective Option agreements, which need not be identical, including, but without limitation, terms covering the payment of the Option Price; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. 1 4. Common Stock Subject to Options. The aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 1,500,000. The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan. 5. Participants. Options may be granted under the Plan to employees, directors and officers, and consultants or advisors to the Company (or the Company's subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. 6. Terms and Conditions of Options. Any Option granted under the Plan shall be evidenced by an agreement executed by the Company and the recipient and shall contain such terms and be in such form as the Committee may from time to time approve, subject to the following limitations and conditions: (a) Option Price. The Option Price per share with respect to each Option shall be determined by the Committee. (b) Period of Option. The period during which each option may be exercised, and the expiration date of each Option shall be fixed by the Committee, but, notwithstanding any provision of the Plan to the contrary, such expiration date shall not be more than ten years from the date of Grant. (c) Vesting of Shareholder Rights. Neither an Optionee nor his successor shall have any rights as a shareholder of the Company until the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor. (d) Exercise of Option. Each Option shall be exercisable from time to time during a period (or periods) determined by the Committee and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option Agreement, limit the number of shares purchaseable thereunder in any period or periods of time during which the Option is exercisable. At the discretion of the Committee payment for the shares of common stock underlying options may be paid through the delivery of shares of the Company's common stock having an aggregate fair market value equal to the option price. A combination of cash and shares of common stock may also be permitted at the discretion of the Committee. (e) Nontransferability of Option. No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws of descent and distribution and each Option shall be exercisable, during the Optionee's lifetime, only by him. No Option shall be pledged or 2 hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except with the express consent of the Committee. (f) Death of Optionee. If an Optionee dies while holding an Option granted hereunder, his Option privileges shall be limited to the shares which were immediately purchasable by him at the date of death and such Option privileges shall expire unless exercised by his successor within four months after the date of death. 7. Reclassification, Consolidation, or Merger. If and to the extent that the number of issued shares of Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to Option and the Option price per share shall be proportionately adjusted by the Committee, whose determination shall be conclusive. If the Corporation is reorganized or consolidated or merged with another corporation, an Optionee granted an Option hereunder shall be entitled to receive Options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. The new Option or assumption of the old Option shall not give Optionee additional benefits which he did not have under the old Option, or deprive him of benefits which he had under the old Option. 8. Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares purchased thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Unless the shares of stock covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each optionee shall, by accepting an option, represent and agree, for himself and his transferrees by will or the laws of descent and distribution, that all shares of stock purchased upon the exercise of the option will be acquired for investment and not for resale or distribution. Upon such exercise of any portion of an option, the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution. Furthermore, the Company may, if it deems appropriate, affix a legend to certificates representing shares of stock purchased upon exercise of options indicating that such shares have not been registered with the Securities and Exchange Commission and may so notify the Company's transfer agent. Such shares may be disposed of by an optionee in the following manner only: (l) pursuant to an effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a 3 written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission. If shares of stock covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of optionees who are directors, officers, or principal shareholders of the Company. Such persons may dispose of shares only by one of the three aforesaid methods. 9. Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes. l0. Amendment, Suspension, and Termination of Plan. The Board of Directors may alter, suspend, or discontinue the Plan at any time. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan. No Option may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination of the Plan shall, without an Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to such Optionee under the Plan. 11. Limitations. Every right of action by any person receiving options pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where such action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises. l2. Governing Law. The Plan shall be governed by the laws of the State of Colorado. 13. Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company. EX-5 3 forms8ex5april-13.txt EX. 5 LEGAL OPINION EXHIBIT 5 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 April 3, 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 up to 1,500,000 shares of common stock upon the exercise of stock options granted pursuant to the Company's Non-Qualified Stock Option Plan, as referred to in the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission. 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, and a copy of the Registration Statement. In our opinion, the Company is duly authorized to issue the shares mentioned above and any such shares when sold will be legally issued, fully paid and non-assessable shares of the Company's common stock. Very truly yours, HART & HART, LLC /s/ William T. Hart William T. Hart EX-23 4 forms8ex23april-13.txt EX. 23 CONSENTS EXHIBIT 23 CONSENT OF ATTORNEYS Reference is made to the Registration Statement of Vanguard Energy Corporation on Form S-8 whereby the Company plans to sell up to 1,500,000 shares of common stock upon the exercise of stock options granted pursuant to the Company's Non-Qualified Stock Option Plan. 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 April 3, 2013 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 27, 2012 relating to the consolidated balance sheets of Vanguard Energy Corporation as of September 30, 2012 and 2011 and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years ended September 30, 2012 and 2011. /s/ Briggs & Veselka Co. Briggs & Veselka Co. Houston, Texas April 3, 2013 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent in this Registration Statement of Vanguard Energy Corporation on Form S-8 to our reserve estimates as of September 30, 2012 and to Exhibit 99 incorporated by reference in this Registration Statement relating to the Company's proven oil and gas reserves. NOVA RESOURCE, INC. By: /s/ Joseph V. Rochefort ---------------------------------------- Joseph V. Rochefort, President April 3, 2013 Dallas, Texas EX-99 5 forms8ex99april-13.txt EX. 99 REOFFER PROSPECTUS EXHIBIT 99 1 VANGUARD ENERGY CORPORATION 1330 Post Oak Blvd., Suite 1600 Houston, TX 77506 (713) 627-2500 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus relates to shares of our common stock which may be issued pursuant to our Non-Qualified Stock Option Plan (the "Plan") which we have adopted. The Plan provides for the grant, to selected employees and other persons of stock options. The terms and conditions of any options, including the price of the shares of common stock issuable on the exercise of options, are governed by the provisions of the Plan. Persons who may receive shares pursuant to the Plan and who are offering such shares to the public by means of this Prospectus are referred to as the "Selling Shareholders". The Selling Shareholders may offer the shares from time to time in negotiated transactions in the over-the-counter market, at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may sell the shares to or through securities broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the shares for whom such broker/dealers may act as agent or to whom they sell as principal, or both (which compensation as to a particular broker/dealer might be in excess of customary commissions). See "Selling Shareholders" and "Plan of Distribution". We will not receive any proceeds from the sale of the shares by the Selling Shareholders. We have agreed to bear all expenses (other than underwriting discounts, selling commissions and fees and expenses of counsel and other advisers to the Selling Shareholders). We have not agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The date of this Prospectus is April __, 2013. 1 AVAILABLE INFORMATION We are subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, file reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning us can be inspected and copied at the Commission's office at 100 F Street, NE, Washington, D.C. 20549. Certain information concerning us is also available at the Internet Web Site maintained by the Securities and Exchange Commission at www.sec.gov. This Prospectus does not contain all information set forth in the Registration Statement of which this Prospectus forms a part and exhibits thereto which we have filed with the Commission under the Securities Act and to which reference is hereby made. DOCUMENTS INCORPORATED BY REFERENCE 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 herein (other than exhibits to such documents, unless such 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 Attn: Warren M. Dillard The following documents which we have filed with the Commission are incorporated by reference into this Prospectus: (1) Annual report on Form 10-K for the fiscal year ended September 30, 2012. (2) Report on Form 10-Q for the three months ended December 31, 2012. (3) Report on Form 8-K filed March 25, 2013. All documents filed with the Commission by us 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 the offering registered hereby shall be deemed to be incorporated by reference into 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 herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein 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. 2 TABLE OF CONTENTS PROSPECTUS SUMMARY ............................................... RISK FACTORS ..................................................... USE OF PROCEEDS .................................................. SUMMARY INFORMATION REGARDING THE PLAN ........................... SELLING SHAREHOLDERS.............................................. PLAN OF DISTRIBUTION ............................................. DESCRIPTION OF COMMON STOCK ...................................... GENERAL .......................................................... 3 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 March 31, 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 three months ended December 31, 2012 gross revenues from our oil production were approximately $3,090,000 and $1,316,000 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 By means of this prospectus our officers and directors are offering shares of our common stock which they own, or which they may acquire, pursuant to our Non-Qualified Stock Option Plan. The shares owned by the Selling Shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price or in negotiated transactions. 1 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 intentions with respect to our financial condition, results of 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 three months ended December 31, 2012, we may suffer losses in future periods. 2 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. 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. 3 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 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. 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. 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 4 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. USE OF PROCEEDS All of the shares offered by this Prospectus are being offered by the Selling Shareholders. We will not receive any of the proceeds from the sale of the shares offered by this Prospectus. Expenses expected to be incurred by us in connection with this offering are estimated to be approximately $10,000. The Selling Shareholders have agreed to pay all commissions and other compensation to any securities broker/dealers through whom they sell any of the Shares. SUMMARY INFORMATION REGARDING THE PLAN The terms and conditions of any options, including the price of the shares of common stock issuable on the exercise of options, are governed by the provisions of the Plan. 5 A summary of the Plan follows. The Non-Qualified Stock Option Plan authorizes the issuance of shares of our common stock to persons that exercise options granted pursuant to the Plan. Employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction or promoting the price of our common stock. The option exercise price is determined by our Directors. The Plan is administered by our Board of Directors. Our Directors serve for a one-year tenure and until their successors are elected. Our Directors are elected each year at the annual shareholder's meeting. A Director may be removed at any time by the vote of a majority of our shareholders represented in person or by proxy at any special meeting called for the purpose of removing one or more directors. Any vacancies which may occur on the Board of Directors will be filled by the majority vote of the remaining directors. The Board of Directors is vested with the authority to interpret the provisions of the Plan and supervise the administration of the Plan. In addition, the Board of Directors is empowered to select eligible employees to whom options are to be granted, to determine the number of shares subject to each grant of an option and to determine when, and upon what conditions options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation. The terms and conditions upon which a person will be permitted to assign or hypothecate options received pursuant to the Plan will be determined by our Board of Directors which administers the Plan. In general, however, options are non-transferable except upon death of the option holder. Any options granted pursuant to the Plan will be forfeited if the "vesting" schedule established by our Directors at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain an employee or the period of time a non-employee must provide services to us. Each Option is exercisable from time to time during a period (or periods) determined by our Board of Directors and ending upon the expiration or termination of the Option; provided, however, our directors may, limit the number of shares purchaseable in any period or periods of time during which the Option is exercisable. Employment by us does not include a right to receive options pursuant to the Plan. Only the Board of Directors has the authority to determine which persons will be granted options and, subject to the limitations described elsewhere in this Prospectus and in the Plan, the number of shares of common stock issuable upon the exercise of any options. Summary The following sets forth certain information as of March 31, 2013 concerning the stock options granted by the Company pursuant to the Plan. Each option represents the right to purchase one share of the Company's common stock. 6 Total Shares Remaining Reserved Options Options Options Name of Plan Under Plan Granted Exercised Under Plan Non-Qualified Stock Option Plan 1,500,000 850,000 -- 650,000 SELLING SHAREHOLDERS Our officers and directors who may acquire shares of common stock pursuant to the Plan, and who are offering these shares of common stock to the public by means of this Prospectus, are referred to as the "Selling Shareholders". The following table provides certain information as of March 31, 2013 concerning the share ownership of the Selling Shareholders and the shares offered by the Selling Shareholders by means of this Prospectus. Number of Number of shares to be shares beneficially Number of Being Offered owned on Percent Name of Selling Shares Option Completion of Shareholder Owned (1) shares (2) of the Offering Class -------------- ------------ ----------- --------- ----- Class Warren M. Dillard 857,732 200,000 857,732 6.8% R. Gerald Bailey 192,032 200,000 192,032 1.5% Steven M. Powers 857,732 100,000 857,732 6.7% Rick A. Wilber 968,432 150,000 968,432 8.0% (1) Excludes shares issuable upon the exercise of options. (2) Represents shares issuable upon exercise of stock options granted pursuant to the Plan. The terms of the options held by the Selling Shareholders are shown below: Shares issuable upon Exercise Expiration Name exercise of options Price Date ---- ------------------- -------- ---------- Warren M. Dillard 200,000 $1.00 January 10, 2014 R. Gerald Bailey 200,000 $1.00 January 10, 2014 Steven M. Powers 100,000 $1.00 January 10, 2014 Rick A. Wilber 150,000 $1.00 January 10, 2014 To allow the Selling Shareholders to sell their shares when they deem appropriate, we have filed a Form S-8 registration statement under the Securities Act of 1933, of which this Prospectus forms a part, with respect to the resale of the shares from time to time in the over-the-counter market or in privately negotiated transactions. 7 PLAN OF DISTRIBUTION The Selling Shareholders may sell the shares offered by this Prospectus from time to time in negotiated transactions in the public market at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may sell their shares to or through broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the shares for which such broker/dealers may act as agent or to whom they may sell, as principal, or both (which compensation as to a particular broker/dealer may be in excess of customary compensation). The Selling Shareholders and any broker/dealers who act in connection with the sale of the shares hereunder may be deemed to be "underwriters" within the meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received by them and profit on any resale of the shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. We have not agreed to indemnify the Selling Shareholders and any securities broker/dealers who may be deemed to be underwriters against certain liabilities, including liabilities under the Securities Act as underwriters or otherwise. The Selling Shareholders may also sell their shares pursuant to Rule 144 of the Securities and Exchange Commission. We have advised the Selling Shareholders that they and any securities broker/dealers or others who may be deemed to be statutory underwriters will be subject to the Prospectus delivery requirements under the Securities Act of 1933. We have also advised each Selling Shareholder that in the event of a "distribution" of the shares owned by the Selling Shareholder, such Selling Shareholder, any "affiliated purchasers", and any broker/ dealer or other person who participates in such distribution may be subject to Rule 102 under the Securities Exchange Act of 1934 ("1934 Act") until their participation in that distribution is completed. A "distribution" is defined in Rule 102 as an offering of securities "that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods". We have also advised the Selling Shareholders that Rule 101 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the price of the Common Stock in connection with this offering. DESCRIPTION OF COMMON STOCK We are authorized to issue 50,000,000 shares of common stock. Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding common stock can elect all directors. Holders of common stock are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. The board is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future. 8 Holders of common stock do not have preemptive rights to subscribe to additional shares if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and non-assessable. Transfer Agent Corporate Stock Transfer 3200 Cherry Creek Drive South Suite 430 Denver, Colorado 80209 Phone: (303) 282-4800 GENERAL The Colorado Business Corporation Act provides in substance that we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was our director, officer, employee, fiduciary or agent, or is or was serving at our request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person; and that expenses incurred in defending any such civil or criminal action, suit or proceeding may be paid by us in advance of the final disposition of such action, suit or proceeding as authorized by our Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director, officer or employee to repay such amount to us unless it shall ultimately be determined that such person is entitled to be indemnified by us. No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with this offering and, if given or made, such information or representations must not be relied upon as having been authorized by us or the selling shareholders. This prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any change in our affairs since the date hereof or that any information contained herein is correct as to any time subsequent to its date. All dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is an addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 9 PLAN PROSPECTUS VANGUARD ENERGY CORPORATION 1330 Post Oak Blvd., Suite 1600 Houston, TX 77506 (713) 627-2500 COMMON STOCK THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus relates to shares of our common stock which may be issued pursuant to our Non-Qualified Stock Option Plan (the "Plan") which we have adopted. The Plan provides for the grant, to selected employees and other persons of stock options. The terms and conditions of any options, including the price of the shares of common stock issuable on the exercise of options, are governed by the provisions of the Plan. Persons who may receive shares pursuant to the Plan and who are offering such shares to the public by means of this Prospectus are referred to as the "Selling Shareholders". Shares of common stock reserved under the Company's Non-Qualified Stock Option Plan are offered to those persons who hold options (or may in the future hold options) to purchase such shares granted by the Company pursuant to its Non-Qualified Stock Option Plan. ------------------------ This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933. The date of this Prospectus is April __, 2013. 10 Offers on resales of shares of common stock acquired under the Plan by "affiliates" of the Company are subject to certain restrictions under the Securities Act of 1933. See "Resale of Shares by Affiliates". No person has been authorized to give any information, or to make any representations, other than those contained in this Prospectus, in connection with the shares offered by this Prospectus, and if given or made, such information or representations must not be relied upon. This Prospectus does not constitute an offering in any state or jurisdiction to any person to whom it is unlawful to make such offer in such state or jurisdiction. The Company's Common Stock is traded on the OTC Bulletin Board under the symbol "VNGE". With respect to the Company's Non-Qualified Stock Option Plan, the shares to which this prospectus relates will be sold from time to time by the Company when and if options granted pursuant to the Plan are exercised. 11 TABLE OF CONTENTS Page AVAILABLE INFORMATION............................................ DOCUMENTS INCORPORATED BY REFERENCE.............................. GENERAL INFORMATION.............................................. NON-QUALIFIED STOCK OPTION PLAN ................................. OTHER INFORMATION REGARDING THE PLAN............................. ADMINISTRATION OF THE PLAN....................................... RESALE OF SHARES BY AFFILIATES................................... AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN................. DESCRIPTION OF COMMON STOCK...................................... 12 AVAILABLE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of l934 and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission. Such reports, proxy statements, and other information concerning the Company can be inspected at the Commission's office at 100 F Street, NE, Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates. Certain information concerning the Company is also available at the Internet Web Site maintained by the Securities and Exchange Commission at www.sec.gov. 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 herein (other than exhibits to such documents, unless such 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 Attn: Warren M. Dillard DOCUMENTS INCORPORATED BY REFERENCE The following documents filed by us with the Commission are hereby incorporated by reference into this Prospectus: (4) Annual report on Form 10-K for the fiscal year ended September 30, 2012. (5) Report on Form 10-Q for the three months ended December 31, 2012. (6) Report on Form 8-K filed March 25, 2013. All documents filed by us 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 the offering registered hereby shall be deemed to be incorporated by reference into 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 herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein 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. 13 GENERAL INFORMATION This prospectus relates to the Company's Non-Qualified Stock Option Plan (the "Company"). The terms and conditions of any options, including the price of the shares of Common Stock issuable on the exercise of options, are governed by the provisions of the Plan and stock option agreements between the Company and the Plan participants. A summary of the Plan follows. The Non-Qualified Stock Option Plan authorizes the issuance of shares of our common stock to persons that exercise options granted pursuant to the Plan. Employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction or promoting the price of our common stock. The option exercise price is determined by our Directors. The following sets forth certain information as of March 31, 2013 concerning the stock options granted by the Company pursuant to the Plan. Each option represents the right to purchase one share of the Company's common stock. Total Shares Remaining Reserved Options Options Options Name of Plan Under Plan Granted Exercised Under Plan Non-Qualified Stock Option Plan 1,500,000 850,000 -- 650,000 Options Granted The following table shows the options granted to our officers and directors during the twelve months ended September 30, 2012. Options Exercise Price Expiration Options Name Grant Date Granted (#) Per Share Date Exercised None. 14 Options Exercised The following table shows the value realized upon the exercise of options by our officers and directors during the year ended September 30, 2012. Shares Date of Acquired On Value Name Exercise Exercise Realized (1) ---- -------- ---------------------------- None. (1) Value Realized is determined by the different between the option exercise price and the market price of our common stock on the date the options were exercised. Options Held The following tables show the options held by our officers and directors as of March 31, 2013. Except as indicated, all options were granted pursuant to our Non-Qualified Stock Option Plan. Shares underlying unexercised options which are: ------------------------------ Exercise Expiration Name Exercisable Unexercisable Price Date ---- ----------- ------------- ------------ -------------- Warren M. Dillard 200,000 -- $1.00 January 10, 2014 R. Gerald Bailey 200,000 -- $1.00 January 10, 2014 Steven M. Powers 100,000 -- $1.00 January 10, 2014 Rick A. Wilber 150,000 -- $1.00 January 10, 2014 NON-QUALIFIED STOCK OPTION PLAN Securities to be Offered and Persons Who May Participate in the Plan The Company's employees, directors and officers, and consultants or advisors to the Company are eligible to be granted options pursuant to the Non-Qualified Stock Option Plan as may be determined by the Company's Board of Directors that administers the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. Options granted pursuant to the Plan not previously exercised will terminate at such other time as may be specified when the option is granted. In the discretion of the Board of Directors options granted pursuant to the Plan may include installment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board of 15 Directors may also accelerate the date upon which any option (or any part of any option) is first exercisable. In no event shall an option be exercisable by its terms after the expiration of ten years from the date of grant. Purchase of Securities Pursuant to the Plan The purchase price per share of common stock purchasable under an option is determined by the Company's Board of Directors. An option may be exercised, in whole or in part, at any time, or in part, from time to time, during the option period, by giving written notice of exercise to the Board of Directors at the Company specifying the number of shares to be purchased, such notice to be accompanied by payment in full of the purchase price either by a payment of cash, bank draft or money order payable to the Company At the discretion of the Board of Directors payment of the purchase price for shares of Common Stock underlying options may be paid through the delivery of shares of the Company's Common Stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise. A combination of cash and shares of Common Stock may also be used at the discretion of the Board of Directors. No shares shall be issued until full payment has been made. An optionee shall have the rights of a stockholder only with respect to shares of stock for which certificates have been issued. Under no circumstances may an option be exercised after the expiration of the option. Tax Aspects of Options Granted Under the Plan (U.S. Taxpayers Only) The difference between the option price and the market value of the shares on the date the option is exercised is taxable as ordinary income to an Optionee at the time of exercise and to the extent such difference does not constitute unreasonable compensation is deductible by the Company at that time. Gain or loss on any subsequent sale of shares received through the exercise of an option will be treated as capital gain or loss. Since the amount of income realized by an Optionee on the exercise of an option under the Plan represents compensation for services provided to the Company, the Company may be required to withhold income taxes from the Optionee's income even though the compensation is not paid in cash. To withhold the appropriate tax on the transfer of the shares, the Company will (i) reduce the number of shares issued or distributed to reflect the necessary withholding, (ii) withhold the appropriate tax from other compensation due to the Optionee, or (iii) condition the transfer of any shares to the Optionee on the payment to the Company of an amount equal to the taxes required to be withheld. OTHER INFORMATION REGARDING THE PLAN All shares to be issued pursuant to the Plan will, prior to the time of issuance, constitute authorized but unissued shares or treasury shares. The terms and conditions upon which a person will be permitted to assign or hypothecate options received pursuant to the Plan will be determined by the 16 Company's Board of Directors that administers the Plan. In general, however, options are non-transferable except upon death of the option holder. Any options granted pursuant to the stock option Plan will be forfeited if the "vesting" schedule established by the Board of Directors at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain an employee of the Company or the period of time a non-employee must provide services to the Company. Each Option shall be exercisable from time to time during a period (or periods) determined by the Company's Board of Directors and ending upon the expiration or termination of the Option; provided, however, the Board of Directors may, limit the number of shares purchaseable in any period or periods of time during which the Option is exercisable. Employment by the Company does not include a right to receive bonus shares or options pursuant to the Plan. Only the Board of Directors has the authority to determine which persons shall be issued bonus shares or granted options and, subject to the limitations described elsewhere in this Prospectus and in the Plan, the number of shares of Common Stock issuable as bonus shares or upon the exercise of any options. The Plan is not qualified under Section 401(a) of the Internal Revenue Code, nor are they subject to any provisions of the Employee Retirement Income Security Act of 1974. The description of the federal income tax consequences as set forth in this Prospectus is intended merely as an aid for such persons eligible to participate in the Plan, and the Company assumes no responsibility in connection with the income tax liability of any person receiving shares or options pursuant to the Plan. Persons receiving options pursuant to the Plan are urged to obtain competent professional advice regarding the applicability of federal, state and local tax laws. As of the date of this Prospectus, and except with respect to shares or options which have not yet vested, no terms of any Plan or any contract in connection therewith creates in any person a lien on any of the securities issuable by the Company pursuant to the Plan. ADMINISTRATION OF THE PLAN The Plan is administered by a Company's Board of Directors. The Company's Directors serve for a one-year tenure and until their successors are elected. The Company's Directors are elected each year at the annual shareholder's meeting. A Director may be removed at any time by the vote of a majority of the Company's shareholders represented in person or by proxy at any special meeting called for the purpose of removing one or more directors. Any vacancies which may occur on the Board of Directors will be filled by the majority vote of the remaining directors. The Board of Directors is vested with the authority to interpret the provisions of the Plan and supervise the administration of the Plan. In addition, the Board of Directors is empowered to select eligible employees of the Company to whom shares or options are to be granted, to determine the number of shares subject to each grant of a stock bonus or an 17 option and to determine when, and upon what conditions, shares or options granted under the Plan will vest or otherwise be subject to forfeiture and cancellation. RESALE OF SHARES BY AFFILIATES Shares of common stock acquired pursuant to the Plan may be resold freely, except that any person deemed to be an "affiliate" of the Company, within the meaning of the Securities Act of l933 (the "Act") and the rules and regulations promulgated thereunder, may not sell shares acquired by virtue of the Plan unless such shares are sold by means of a special Prospectus, are otherwise registered by the Company under the Securities Act for resale by such person or an exemption from registration under the Act is available. Rule l44, promulgated under the Act, which contains limitations on the manner of sale and the amount of shares that may be sold, provides an exemption from registration under the Act. An employee who is not an officer or director of the Company generally would not be deemed an "affiliate" of the Company. In addition, the acquisition of shares or options by officers and directors may be considered a "purchase" and the sale thereof will generally be considered a "sale" for purposes of Section l6(b) of the Securities Exchange Act of l934. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN The Board of Directors of the Company may at any time, and from time to time, amend, terminate, or suspend one or more of the Plan in any manner they deem appropriate, provided that such amendment, termination or suspension shall not adversely affect rights or obligations with respect to shares or options previously granted. DESCRIPTION OF COMMON STOCK The common stock issued as a stock bonus and the common stock issuable upon the exercise of any option entitles holders to receive such dividends, if any, as the Company's Board of Directors may declare from time to time; to cast one vote per share on all matters to be voted upon by stockholders and to share ratably in all assets remaining after the payment of liabilities in the event of liquidation, dissolution or winding up. The shares carry no preemptive rights. All shares offered under the Plan will, upon issuance (and against receipt of the purchase price in the case of stock options), be fully paid and nonassessable.