FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   MILLENCO, L.L.C. 2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2007 3. Issuer Name and Ticker or Trading Symbol Vaughan Foods, Inc. [FOODU] (Last) (First) (Middle) 666 FIFTH AVENUE, 8TH FLOOR,  4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10103-0899 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) common stock, no par value ("Common Stock") 177,000 (1) D (2) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A warrant ("Class A Warrant")	07/27/2007(3)	06/27/2012(3)	Common Stock	177,000	$ 9.75	D (2)	Â
Class B warrant ("Class B Warrant")	07/27/2007(4)	06/27/2012(4)	Common Stock	177,000	$ 13	D (2)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MILLENCO, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899	Â	  X	Â	Â
MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899	Â	Â	Â	May be deemed as group member.
ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10103-0899	Â	Â	Â	May be deemed as group member.

Signatures

*Mark Meskin, Chief Executive Officer		07/06/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the date hereof, Millenco, L.L.C., a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) beneficially owns 177,000 of the Issuer's units ("Units"). Each Unit consists of (a) one share of common stock, no par value ("Common Stock") (b) one Class A warrant ("Class A Warrant") and (c) one Class B warrant ("Class B Warrant").
(2)	Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.
(3)	Each Class A Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $9.75. Each Class A Warrant will become exercisable on July 27, 2007 and expire on June 27, 2012. Commencing six months from the date of the Issuer's final prospectus (June 27, 2007), the Issuer may redeem some or all of the Class A Warrants at a price of $0.25 per Class A Warrant, after the Class A Warrants become separately tradeable and after the closing price of the Issuer's Common Stock, as reported on the principal market on which the Issuer's Common Stock trades, has been at or above 200% of the Unit offering price of $6.50 for five consecutive trading days, by giving the holders not less than 30 days' notice.
(4)	Each Class B Warrant entitles the holder to purchase one share of the Company's Common Stock at a price of $13.00. Each Class B Warrant will become exercisable on July 27, 2007 and expire on June 27, 2012. Commencing six months from the date of the Issuer's final prospectus (June 27, 2007), the Issuer may redeem some or all of the Class B Warrants, at a price of $0.25 per warrant after the Class B Warrants become separately tradeable by giving the holders not less than 30 days' notice, which the Issuer may do after the its gross revenues, as confirmed by an independent audit, for any period of twelve months preceding the date of the notice, are equal to or greater than $100 million.
  Remarks: * MILLENCO, L.L.C.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.