Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On September 15, 2009, Vaughan Foods, Inc. (the "Company") received notice from the Nasdaq Listing Qualifications Department that its common stock has failed to maintain a minimum bid price of US $1.00 per share over a period of 30 consecutive trading days, as required by Nasdaq Listing Rule 5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), the Company will be provided with a grace period of 180 calendar days, or until March 15, 2010, to regain compliance with this requirement. To regain compliance, the Company's common stock must achieve a closing bid price of at least US $1.00 for a minimum of ten consecutive trading days.

The Company intends to monitor the bid price for its common stock between now and March 15, 2010. If the stock does not trade at a level that is likely to regain compliance, the Company's Board of Directors will consider other options available to the Company to achieve compliance. If the Company is unable to come into compliance with the bid price requirement by March 15, 2010, the Nasdaq Listing Qualifications Department will provide the Company with written notification that its common stock will be delisted, which the Company may appeal to a Hearing's Panel. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The Nasdaq Capital Market. If it meets the initial listing criteria, the Listing Qualifications Department will notify the Company that it has been granted an additional 180 calendar day compliance period.

---