VANGUARD ENERGY CORPORATION UNIT CERTIFICATE

Exhibit 4.2

VANGUARD ENERGY CORPORATION

UNIT CERTIFICATE

EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK

AND ONE REDEEMABLE CLASS A WARRANT

THIS CERTIFIES THAT

or registered assigns (the “Registered Holder”) is the owner of the number of Units specified above, each of which consists of one share of common stock (the “Common Stock”), and one redeemable Class A warrant (“the Warrants”) of Vanguard Energy Corporation.  On or prior to the Separation Date (as defined herein), the securities evidenced by this certificate may be combined, exchanged or transferred only as Units, and the Common Stock and Warrants evidenced by this Certificate may not be split up, exchanged or traded separately. The Units will separate into shares of Common Stock and Warrants as of the close of business on                         , 2011 (the “Separation Date”). The shares of Common Stock and the Warrants comprising the Units shall be separately tradeable commencing on the first day after the Separation Date on which the OTC Bulletin Board is open for trading. The Warrants comprising part of the Units are issued under and pursuant to a certain Warrant Agreement dated as of                           , 2011 (the “Warrant Agreement”) between Vanguard Energy Corporation and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agent”) and are subject to the terms and provisions contained therein and on the face of the certificates covered thereby, to all of which terms and provisions the holder of this Unit Certificate consents by acceptance hereof. The Warrant Agreement provides for adjustment to the exercise price of the Warrants evidenced hereby and in the number of shares of Common Stock to be delivered upon the exercise of Warrants in certain events set forth therein.

Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent and Registrar or may be obtained upon written request addressed to Vanguard Energy Corporation, at 1330 Post Oak Blvd., Suite 1600, Houston, TX  77056, attention:  Chief Executive Officer.

This Unit Certificate is not valid unless countersigned by the Warrant Agent and Registrar of the Company.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED:

1

VANGUARD ENERGY CORPORATION

The Registered Holder hereby is entitled, at any time after the Separation Time (as defined on the face hereof) to exchange the Units represented by this Unit Certificate for Common Stock Certificate(s) representing one share of Common Stock for each Unit represented by this Unit Certificate and Warrant Certificate(s) representing one redeemable Class A Warrant for each Unit represented by this Unit Certificate, upon surrender of this Unit Certificate to the Transfer Agent and Registrar, together with any documentation required by such agent.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

2

FORM OF ASSIGNMENT

(TO BE SIGNED UPON ASSIGNMENT)

FOR VALUE RECEIVED,                                                                                                                                  hereby sells, assigns and transfers unto                                                                                                                   

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

                         shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                                                                              attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Vanguard Unit Certificate 4-6-11