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8-K - 8-K RE 8.01 PRESS RELEASE - Graphene & Solar Technologies Ltdform8kitem801may-12.txt



                                  EXHIBIT 99.1




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
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
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
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