Washington, D.C. 20549

(Rule 13d-101)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

CUSIP No.		92241M107

¹ Each of the reporting persons named herein (the “Reporting Persons”) became a greater than 5% beneficial owner of the common stock, par value $0.001 per share (the “Common Stock”) of Vaughan Foods, Inc., an Oklahoma corporation (the “Issuer”) on the event date identified on the cover page to this Schedule 13D (the “Event Date”). As of the Event Date, each of the Reporting Persons beneficially owned 231,469 shares of the Issuer’s Common Stock (which constituted approximately 5.01% of the 4,623,077 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2008) and had (a) sole voting and sole dispositive power with respect to 0 shares of the Issuer’s Common Stock and (b) shared voting and shared dispositive power with respect to 231,469 shares of the Issuer’s Common Stock. Subsequent to such date, the Reporting Persons acquired additional shares of the Issuer’s Common Stock. The amounts reported in this Schedule 13D reflect the Reporting Persons’ beneficial ownership of the Issuer’s Common Stock as of the filing date of this Schedule 13D.

² Based upon 4,623,077 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2008.

¹ Each of the reporting persons named herein (the “Reporting Persons”) became a greater than 5% beneficial owner of the common stock, par value $0.001 per share (the “Common Stock”) of Vaughan Foods, Inc., an Oklahoma corporation (the “Issuer”) on the event date identified on the cover page to this Schedule 13D (the “Event Date”). As of the Event Date, each of the Reporting Persons beneficially owned 231,469 shares of the Issuer’s Common Stock (which constituted approximately 5.01% of the 4,623,077 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2008) and had (a) sole voting and sole dispositive power with respect to 0 shares of the Issuer’s Common Stock and (b) shared voting and shared dispositive power with respect to 231,469 shares of the Issuer’s Common Stock. Subsequent to such date, the Reporting Persons acquired additional shares of the Issuer’s Common Stock. The amounts reported in this Schedule 13D reflect the Reporting Persons’ beneficial ownership of the Issuer’s Common Stock as of the filing date of this Schedule 13D.

² Based upon 4,623,077 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2008.

Item 1. Security and Issuer

     This Schedule 13D is being filed to report each of the Reporting Persons’ beneficial ownership of the Issuer’s Common Stock as of the Event Date and the filing date of this Schedule 13D (as such terms are defined in footnote 1). The principal executive offices of the Issuer are located at 216 N.E. 12th Street, Moore, OK 73160.

     The shares of the Issuer’s Common Stock reported herein as beneficially owned by Taylor Family Investments, LLC (“Taylor Investments”) consist of (i) the number of shares of the Issuer’s Common Stock owned directly by Taylor Investments and (ii) the number of shares of the Issuer’s Common Stock owned directly by Dorado Leasing, LLC (“Dorado Leasing”), a wholly owned subsidiary of Taylor Investments. Taylor Investments as the parent company of Dorado Leasing may be deemed to beneficially own shares of the Issuer’s Common Stock owned directly by Dorado Leasing. The shares of the Issuer’s Common Stock reported herein as beneficially owned by Bruce C. Taylor (“Mr. Taylor”) consist of (i) the number of shares of the Issuer’s Common Stock owned directly by Taylor Investments and (ii) the number of shares of the Issuer’s Common Stock owned directly by Dorado Leasing. Mr. Taylor is the sole Manager of Taylor Investments and of Dorado Leasing, and as such he may be deemed to beneficially own shares of the Issuer’s Common Stock owned directly by Taylor Investments and Dorado Leasing.

Item 2. Identity and Background

     This Schedule 13D is being filed by:

	(1)		Taylor Investments, a Nevada limited liability company whose principal business is to manage, control and invest the assets and properties of its members. The principal business and office address of Taylor Investments is 911-B Blanco Circle, Salinas, CA 93901. The sole Manager of Taylor Investments is Mr. Taylor.
	(2)		Mr. Taylor, a United States citizen whose primary occupation is Chief Executive Officer and Chairman of Taylor Fresh Foods, Inc., a manufacturer of prepackaged salads and fresh-cut fruits and vegetables for the U.S. foodservice, retail and wholesale food industries. The principal business address for Mr. Taylor and the office address of Taylor Fresh Foods, Inc. is 911-B Blanco Circle, Salinas, CA 93901.

     During the last five years, neither of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     As of the date of this filing, the Reporting Persons may be deemed to beneficially own an aggregate of 277,225 shares of the Issuer’s Common Stock, as detailed in Item 5. The aggregate purchase price for such shares was $440,536.72 (exclusive of brokerage commissions and fees), which amount has come from the cash assets of Taylor Investments and Dorado Leasing.

Item 4. Purpose of Transaction

     The Issuer’s Common Stock reported as beneficially owned herein was acquired solely for investment purposes. During December 2008, Mr. Taylor on behalf of Taylor Fresh Foods, Inc. inquired whether the Issuer’s management would be interested in a transaction that might maximize shareholder value. No negotiations followed. Based upon the Reporting Persons’ evaluation of, among other factors, the Issuer’s financial position and business prospects, the price levels of the Issuer’s Common Stock, other available investment opportunities, conditions in the securities markets, general economic and industry conditions and other factors that the Reporting Persons may deem material, the Reporting Persons may, in the future and from time to time, take such actions with respect to the Issuer’s Common Stock as the Reporting Persons deem appropriate, including without limitation: purchasing additional shares or selling some or all of the shares of the Issuer’s Common Stock in the open market, in one or more privately negotiated transactions or otherwise, directly or through one or more entities controlled or deemed to be controlled by the Reporting Persons; engaging in short selling of or any hedging or similar transactions with respect to the Issuer’s Common Stock; proposing or engaging in one or more extraordinary corporate transactions between any of the Reporting Persons and their respective affiliates and the Issuer and any of its subsidiaries and other affiliates, such as a merger, acquisition, joint venture or reorganization; formulating other purposes, plans or proposals regarding the Issuer or any of its securities; and/or otherwise changing intentions with respect to any and all matters referred to in this Item 4 of Schedule 13D. Except as set forth herein, the Reporting Persons presently do not have any plans or proposals that

relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer.

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries.

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.

(e) Any material change in the present capitalization or dividend policy of the Issuer.

(f) Any other material change in the Issuer’s business or corporate structure.

(g) Any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

     (a) and (b)

     Interests of Reporting Persons and Others:

	(1)		Taylor Investments:3
			As of the date of this filing, Taylor Investments had sole or shared beneficial ownership of 277,225 shares of the Issuer’s Common Stock. Of these 277,225 shares of Common Stock, Taylor Investments had (a) sole voting and sole dispositive power with respect to 0 shares of Common Stock and (b) shared voting and shared dispositive power with respect to 277,225 shares of Common Stock. Of these 277,225 shares of Common Stock, (a) 196,650 are owned directly by Taylor Investments and (b) 80,575 are owned directly by Dorado Leasing, a wholly owned subsidiary of Taylor Investments. As the parent of Dorado Leasing, Taylor Investments may be deemed to have beneficial ownership of the shares owned directly by Dorado Leasing.
	(2)		Mr. Taylor:3
			As of the date of this filing, Mr. Taylor had sole or shared beneficial ownership of 277,225 shares of the Issuer’s Common Stock. Of these 277,225 shares of Common Stock, Mr. Taylor had (a) sole voting and sole dispositive power with respect to 0 shares of Common Stock and (b) shared voting and shared dispositive power with respect to 277,225 shares of Common Stock. Of these 277,225 shares of Common Stock, (a) 196,650 are owned directly by Taylor Investments and (b) 80,575 are owned directly by Dorado Leasing. Mr. Taylor is the sole Manager of Taylor Investments and of Dorado Leasing, and as such Mr. Taylor may be deemed to have shared voting and shared dispositive power over the shares owned directly by Taylor Investments and Dorado Leasing.

(c)

The following transactions in the Issuer’s Common Stock were effected by each of Taylor Investments and Dorado

Leasing in the 60 days prior to the Event Date through the date of this filing:

Party Effecting																Description of
Transaction		Transaction Date		Shares Acquired				Shares Disposed				Price Per Share4				Transaction
Taylor Investments		08/11/2008			865				0			$	1.50			Open Market Purchase
Taylor Investments		08/12/2008			18,500				0			$	1.50			Open Market Purchase
Taylor Investments		08/22/2008			33				0			$	1.60			Open Market Purchase
Taylor Investments		08/27/2008			16,575				0			$	1.60			Open Market Purchase
Taylor Investments		08/28/2008			1,700				0			$	1.60			Open Market Purchase
Taylor Investments		09/02/2008			390				0			$	1.60			Open Market Purchase
Taylor Investments		09/03/2008			760				0			$	1.60			Open Market Purchase
Taylor Investments		09/04/2008			7				0			$	1.60			Open Market Purchase
Taylor Investments		09/05/2008			10				0			$	1.60			Open Market Purchase
Taylor Investments		09/11/2008			5				0			$	1.47			Open Market Purchase
Taylor Investments		09/12/2008			50,000				0			$	1.50			Open Market Purchase
Taylor Investments		09/23/2008			0				2,795			$	1.50			Open Market Sale
Taylor Investments		09/24/2008			5,000				0			$	1.20			Open Market Purchase
Taylor Investments		09/25/2008			4,000				0			$	1.20			Open Market Purchase
Taylor Investments		09/29/2008			1,000				0			$	1.00			Open Market Purchase
Taylor Investments		10/08/2008			1,000				0			$	0.88			Open Market Purchase
Taylor Investments		10/28/2008			0				100			$	0.80			Open Market Sale
Dorado Leasing		10/29/2008			10,000				0			$	0.80			Open Market Purchase
Dorado Leasing		10/30/2008			10,000				0			$	0.80			Open Market Purchase
Dorado Leasing		11/07/2008			0				10,000			$	0.70			Open Market Sale
Dorado Leasing		12/10/2008			0				8,661			$	0.65			Open Market Sale
Dorado Leasing		01/13/2009			0				1,339			$	0.65			Open Market Sale
Dorado Leasing		02/27/2009			100				0			$	0.50			Open Market Purchase
Dorado Leasing		03/09/2009			10,000				0			$	0.50			Open Market Purchase
Dorado Leasing		03/10/2009			10,000				0			$	0.50			Open Market Purchase
Dorado Leasing		03/13/2009			26,756				0			$	0.51			Open Market Purchase
Dorado Leasing		03/13/2009			0				1,000			$	0.50			Open Market Sale

     (d) Mr. Taylor in his capacity as the sole Manager of Taylor Investments and of Dorado Leasing has the power to direct the receipt of dividends from and the proceeds from the sale of the shares reported herein. Each of the members of Taylor Investments and Dorado Leasing has the right to receive dividends from and the proceeds from the sale of the shares reported herein to the extent of such member’s economic interest in Taylor Investments and Dorado Leasing, respectively.

     (e) N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Except as otherwise described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1

Joint Filing Agreement, dated April 3, 2009.

SIGNATURE

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.