UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
quarterly period ended:  March 31, 2009





OR





 ̈
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from _________ to _________





Commission
file number: 333-142516





SOUTHERN BELLA,
INC.


(Name of
small business issuer in its charter)





Delaware
                    
                    20-8602410(State
      or other jurisdiction of
                    
                    (I.R.S.
      Employerincorporation
      or organization)
                    
                    Identification
      No.)





1006 Delaware AvenueLexington, Kentucky
                
                40505-0464(Address of principal executive offices)
                
                (Zip code)





Issuer's
telephone number:  (859) 231-0464




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x No  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).Yes  ̈ No x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer     ̈
              Accelerated
      filer                         oNon-accelerated
      filer       ̈
              Smaller
      reporting company       x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈ Nox




Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:




Class – Common Stock, 8,666,667 shares
outstanding as of April 28, 2009.









TABLE OF
CONTENTS





PART
      I - FINANCIAL INFORMATION
                
                1Item
      1.  Financial Statements
                
                1Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                
                7Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                
                9Item
      4.  Controls and Procedures
                
                9PART
      II - OTHER INFORMATION
                
                10Item
      1.  Legal Proceedings
                
                10Item
      1A.  Risk Factors
                
                10Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                
                10Item
      3.  Defaults Upon Senior Securities
                
                10Item
      4.  Submission of Matters to a Vote of Security
      Holders
                
                10Item
      5.  Other Information
                
                10Signatures
                
                11Exhibits








PART I - FINANCIAL
INFORMATION
 
 Item
1.  FINANCIAL STATEMENTS (UNAUDITED)
 
 The
accompanying unaudited financial statements of Southern Bella, Inc. (“Southern
Bella” or the “Company”) have been prepared in accordance with generally
accepted accounting principles in the United States for interim financial
reporting and pursuant to the rules and regulations of the Securities and
Exchange Commission ("Commission").  While these statements reflect
all normal recurring adjustments which are, in the opinion of management,
necessary in order to make the financial statements not misleading and for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  For further
information, refer to the financial statements and footnotes thereto, for the
fiscal year ended December 31, 2008, previously filed with the Commission, which
are included in the Company's Annual Report filed on Form 10-K.
 
 SOUTHERN
BELLA, INC.
 INDEX
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 Page(s)Unaudited
      Financial Statements:Unaudited
      Consolidated Balance Sheets as of March 31, 2009 and December 31,
      2008
                  
                  2Unaudited
      Consolidated Statements of Operations for the three months ended March 31,
      2009 and 2008
                  
                  3Unaudited
      Consolidated Statements of Cash Flows for the periods January 1, 2009
      through March 31, 2009 and January 1, 2008 through March 31,
      2008
                  
                  4Notes
      to Unaudited Consolidated Financial Statements
                  
                  5
  
  SOUTHERN
BELLA, INC.
 CONSOLIDATED
BALANCE SHEETS
 AS
OF MARCH 31, 2009 AND DECEMBER 31, 2008
  (DEVELOPMENT
STAGE COMPANY)
 
 March 31, 2009
                      
                      
                      December 31, 2008(Unaudited)ASSETSCURRENT
      ASSETSCash
                      
                      $
                      6,138
                      
                      
                      $
                      8,148Total
      current assets
                      
                      
                      6,138
                      
                      
                      
                      8,148TOTAL
      ASSETS
                      
                      $
                      6,138
                      
                      
                      $
                      8,148LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESAccrued
      liabilities
                      
                      $
                      2,500
                      
                      
                      $
                      -Total
      current liabilities
                      
                      $
                      2,500
                      
                      
                      $
                      -STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.000001 par value, 20,000,000 shares authorized, none issued and
      outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $0.000001 par value, 1,000,000,000 shares authorized, 8,666,667
      shares issued and outstanding at March 31, 2009, and December 31, 2008,
      respectively
                      
                      
                      9
                      
                      
                      
                      9Additional
      paid in capital
                      
                      
                      209,616
                      
                      
                      
                      209,616Accumulated
      deficit prior to re-entering development stage
                      
                      
                      (180,407
                      )
                      
                      
                      (180,407
                      )Accumulated
      deficit during development stage
                      
                      
                      (25,580
                      )
                      
                      
                      (21,070
                      )Total
      stockholders’ equity
                      
                      
                      3,638
                      
                      
                      
                      8,148TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                      
                      $
                      6,138
                      
                      
                      $
                      8,148
  The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  2
  SOUTHERN
BELLA, INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (DEVELOPMENT
STAGE COMPANY)
 
 JANUARY 1, 2009
                      THROUGH
                      MARCH 31, 2009
                      (Unaudited)
                    
                    
                    JANUARY 1, 2008
                      THROUGH
                      MARCH 31, 2008
                      (Unaudited)
                    
                    
                    DEVELOPMENT
                      STAGE
                      JULY 1, 2008
                      THROUGH
                      MARCH 31, 2009
                      (Unaudited)REVENUE
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -COST
      OF REVENUES
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -OPERATING
      EXPENSESProfessional
      fees
                    
                    
                    4,500
                    
                    
                    
                    -
                    
                    
                    
                    25,000General
      and administrative
                    
                    
                    10
                    
                    
                    
                    568
                    
                    
                    
                    580Total
      operating expenses
                    
                    
                    4,510
                    
                    
                    
                    568
                    
                    
                    
                    25,580NET
      LOSS FROM CONTINUING OPERATIONS
                    
                    
                    (4,510
                    )
                    
                    
                    (568
                    )
                    
                    
                    (25,580
                    )DISCONTINUED
      OPERATIONS (Note 6)Net
      loss from Dupree discontinued operations
                    
                    
                    -
                    
                    
                    
                    (59,344
                    )
                    
                    
                    --NET
      INCOME (LOSS) FROM DISCONTINUED OPERATIONS
                    
                    
                    -
                    
                    
                    
                    (59,344
                    )
                    
                    
                    -NET
      INCOME (LOSS)
                    
                    $
                    (4,510
                    )
                    
                    $
                    (59,912
                    )
                    
                    $
                    (25,580
                    )BASIC
      AND DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    -BASIC
      AND DILUTED EARNINGS PER SHARE FROM DISCONTINUED
OPERATIONS
                    
                    $
                    -
                    
                    
                    $
                    (0.01
                    )
                    
                    $
                    -WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                    
                    
                    8,666,667
                    
                    
                    
                    8,666,667
  The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  3
  SOUTHERN
BELLA, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOW
 FOR
THE PERIOD JANUARY 1, 2009 THROUGH MARCH 31, 2009 AND
 JANUARY
1, 2008 THROUGH MARCH 31, 2008
  (DEVELOPMENT
STAGE COMPANY)
 
 JANUARY 1, 2009
                    THROUGH
                    MARCH 31, 2009
                  
                  
                  JANUARY 1, 2008
                    THROUGH
                    MARCH 31, 2008
                  
                  
                  DEVELOPMENT
                    STAGE
                    JULY 1, 2008
                    THROUGH
                    MARCH 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss from continuing operations
                  
                  $
                  (4,510
                  )
                  
                  $
                  (568
                  )
                  
                  $
                  (13,948
                  )Change
      in assets and liabilities(Increase)
      /decrease in accrued liabilities
                  
                  
                  2,500
                  
                  
                  
                  -
                  
                  
                  
                  2,500Net
      cash used in operating activities
                  
                  
                  (2,010
                  )
                  
                  
                  (568
                  )
                  
                  
                  (11,448
                  )NET
      CASH PROVIDED BY (USED IN) DISCONTINUEDOPERATIONS:
                  
                  
                  -
                  
                  
                  
                  26,271
                  
                  
                  
                  (8,149
                  )NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  (2,010
                  )
                  
                  
                  25,703
                  
                  
                  
                  (19,597
                  )CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
                  
                  
                  8,148
                  
                  
                  
                  20,325
                  
                  
                  
                  25,735CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                  
                  $
                  6,138
                  
                  
                  $
                  46,028
                  
                  
                  $
                  6,138
  4
  SOUTHERN
BELLA, INC.
 
 Notes to
Consolidated Financial Statements
 
 NOTE
1 – BASIS OF PRESENTATION
  The
accompanying unaudited financial statements of Southern Bella, Inc. have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Southern Bella’s audited 2008
annual financial statements and notes thereto filed with the SEC on form 10-K.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
result of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
required in Southern Bella’s 2008 annual financial statements have been
omitted.
  On
February 22, 2007, Southern Bella, Inc. (the “Company”) was incorporated in the
State of Delaware.  On March 1, 2007 the Company executed a Share
Purchase Agreement whereby the Company acquired 100% of the outstanding shares
of Dupree Catering, Inc., (“Dupree”) a corporation incorporated in the State of
Kentucky on October 28, 1991 for a total purchase price of $110,000, $100,000
paid in cash at closing and the remaining $10,000 in the form of a promissory
note that bears no interest and was due on February 28, 2008.  The
promissory note was subsequently paid at closing on March 1, 2007.
  On July
1, 2008, the Company entered into a Bill of Sale with Harriet Dupree Bradley for
the acquisition of these assets.  Subsequent to this transaction,
Southern Bella re-entered the development stage.
  Reclassification
  Certain
amounts in the Consolidated Statement of Operations and Consolidated Balance
Sheets for the periods ended December 31, 2008 have been reclassified to conform
to the 2009 presentation.
  NOTE
2 –GOING CONCERN
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company suffered a loss from continuing operations of $4,510 for
the period ending March 31, 2009, and has an accumulated deficit of $205,987 at
March 31, 2009.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern. Management intends to finance these
deficits by selling its common stock.
  NOTE
3 – STOCKHOLDERS’ EQUITY
  The
Company was incorporated with 1,000,000,000 shares of common stock at $0.000001
par value and 20,000,000 shares of preferred stock at $0.000001 par
value.  On February 22, 2007, the Company issued 8,166,667 shares of
common stock for $122,500 to its founder.
  5
  The
Company has also issued an additional 500,000 shares of common stock at $.10 for
$50,000 as part of a private placement from March through April
2007.
  The
Company issued no shares of common or preferred stock during 2008 or the first
quarter of 2009.
  The
Company has issued no options or warrants since inception.
  NOTE
4 – DISCONTINUED OPERATIONS
  In an
effort to secure additional capital, Southern Bella began actively seeking a
purchaser for the assets of Dupree, a company owned 100% by Southern
Bella.  On July 1, 2008, the Company entered into a Bill of Sale with
Harriet Dupree Bradley for the acquisition of these assets. Dupree is presented
as discontinued operation in the consolidated financial statements for the
period ended March 31, 2008.  Subsequent to the sale of Dupree,
Southern Bella re-entered the development stage on July 1,
2008.
  6
 
 Item
2.                    MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 The
following discussion should be read in conjunction with our financial statements
and the notes thereto which appear elsewhere in this report.  The
results shown herein are not necessarily indicative of the results to be
expected in any future periods.  This discussion contains
forward-looking statements based on current expectations, which involve
uncertainties.  Actual results and the timing of events could differ
materially from the forward-looking statements as a result of a number of
factors.
 
 Forward-Looking
Statements
 
 The
following discussion and analysis is provided to increase the understanding of,
and should be read in conjunction with, the Financial Statements of the Company
and Notes thereto included elsewhere in this Report.  Historical
results and percentage relationships among any amounts in these financial
statements are not necessarily indicative of trends in operating results for any
future period.  The statements, which are not historical facts
contained in this Report constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
statements are based on currently available operating, financial and competitive
information, and are subject to various risks and
uncertainties.  Future events and the Company's actual results may
differ materially from the results reflected in these forward-looking
statements.  Factors that might cause such a difference include, but
are not limited to, dependence on existing and future key strategic and
strategic end-user customers, limited ability to establish new strategic
relationships, ability to sustain and manage growth, variability of operating
results, the Company's expansion and development of new service lines, marketing
and other business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC
filings.
 
 Overview
 
 In July,
2008, the Company sold the assets of Dupree Catering, Inc., its sole subsidiary,
to Harriet Dupree Bradley, and re-entered the development stage.
 
 The
Company seeks to acquire other catering businesses throughout the United States,
but currently does not have any agreements and is not currently in negotiations
with any other catering businesses to acquire such businesses
 
 Analysis of Financial
Condition and Results of Operation
 
 Southern
Bella was formed on February 22, 2007. On March 1, 2007, Southern Bella acquired
Dupree Catering, Inc. (“Dupree”), and on July 1, 2008, Southern Bella sold the
assets of Dupree.  Southern Bella has had no operations other than
through its wholly-owned subsidiary, Dupree, since the acquisition of
Dupree.
  7
 
 Three Months Ended March 31, 2009 and
March 31, 2008
 
 Set forth
below is an analysis of the unaudited proforma statement financial condition and
results of operation of Southern Bella for the three month period ended March
31, 2009 compared to the same period ended March 31, 2008.
 
 March 31,
                          2009
                        
                        
                        March 31,
                          2008Catering
      revenue
                        
                        $
                        0
                        
                        
                        $
                        0Total
      revenue
                        
                        $
                        0
                        
                        
                        $
                        0
  Southern
Bella’s revenues for the three month period ended March 31, 2009 were zero and
its revenues for the same period ended March 31, 2008 were zero due the sale of
Dupree in July of 2008 and the Dupree operations being restated as discontinued
operations.
 
 March 31,
                      2009
                    
                    
                    March 31,
                      2008Operating
      expenses
                    
                    $
                    4,510
                    
                    
                    $
                    568
  For three
month period ended March 31, 2009, Southern Bella’s operating expenses were
694.01% higher than expenses for the same period ended March 31, 2008. This is
due to the increase of professional fees from the three month period ended March
31, 2009 from $4,500 as compared to $0 for the three month period ended March
31, 2008, due to the accrual of auditing expenses.
 
 March 31,
                        2009
                      
                      March 31,
                        2008Net
      loss from discontinued operations
                      
                      $
                      0
                      
                      
                      $
                      (59,344
                      )
 
 The net
loss from discontinued operations from Dupree were $59,344 for the three month
period ending March 31, 2008.  There were no operations from Dupree
for the three month period ending March 31, 2009.
 
 Accordingly,
Southern Bella had the following net (loss):
 
 March 31,
                        2009
                      
                      
                      March 31,
                        2008Net
      (loss)
                      
                      $
                      (4,510
                      )
                      
                      $
                      (59,912
                      )
  There was
a $4,510 net loss for three month period ended March 31, 2009, and a $59,912 net
loss for the same period ended March 31, 2008.
  8
 
 Liquidity and Capital
Resources
 
 On July
1, 2008, the Company entered into a commission basis agreement with Harriet
Dupree Bradley after she purchased the assets of Dupree.  Since
entering into this agreement, the Company believes it will have enough operating
capital to fund the Company for the next year.
 
 Because
of the downturn in the economy, the catering industry has experienced fewer
events booked and events that have been booked have been
cancelled.  As the economy continues to suffer, both
corporate  and personal events will be scaled down which will have a
direct negative impact on the catering industry.
 
 The
Company suffered a loss of $4,510 for the period ending March 31, 2009, and has
an accumulated deficit prior to entering into the development stage of $180,407,
and an accumulated deficit during the development stage of
$25,580.  These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.  Management intends to finance these
deficits by selling its common stock.
 
 Off-Balance Sheet
Arrangements
 
 There are
no off-balance sheet arrangements.
 
 Item
3.                             QUANTITATIVE
AND QUALITATIVE ANALYSIS ABOUT MARKET RISK
 
 Not
applicable.
 
 Item
4.                    CONTROLS
AND PROCEDURES
 
 An
evaluation was carried out under the supervision and with the participation of
the Company's management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures as of March 31, 2009.  Based on
that evaluation, the CEO and CFO have concluded that the Company’s disclosure
controls and procedures are not effective to provide reasonable assurance
that:  (i) information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the Company's management, including the CEO and
CFO, as appropriate to allow timely decisions regarding required disclosure by
the Company; and (ii) information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
  As of
March 31, 2009, we did not maintain effective controls over financial statement
disclosure.  In addition, we lack sufficient accounting staff and the
performance of the principal accounting functions by one officer. Our chief
executive officer also serves as our chief financial officer.  All of
our financial reporting is carried out by one individual, and we do not have an
audit committee.  This lack of accounting staff results in a lack of
segregation of duties and accounting technical expertise necessary for an
effective system of internal control.  Accordingly, management has
determined that this control deficiency constitutes a material
weakness.
  During
the quarter ended March 31, 2009, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, its internal control over financial
reporting.
  9
  PART II - OTHER
INFORMATION
 
 Item
1.  LEGAL PROCEEDINGS
 
 None
 
 Item
1A. RISK FACTORS
 
 Not
applicable.
 
 Item
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 None
 
 Item
3.  DEFAULTS UPON SENIOR SECURITIES.
 
 None
 
 Item
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None
 
 Item
5.  OTHER INFORMATION.
 
 None
 
 Item
6.  EXHIBITS
 
 Exhibits
required by Item 601 of Regulation S-K
 
 No.
                                                    
                                                    Description(2)
                                                    (i)
                                                    Share Purchase
      Agreement(1)(ii)
                                                    Asset
      Purchase Agreement dated July 1, 2008(3)
                                                    (i)
                                                    Articles of
      Incorporation(1)(ii)
                                                    Bylaws(1)(10)
                                                    (i)
                                                    Lease Agreement with
      Harriet Dupree Bradley(1)(ii)
                                                    Consulting Agreement
      with Harriet Dupree Bradley dated March 1, 2007(1)(iii)
                                                    Consulting Agreement
      with Harriet Dupree Bradley dated August 29, 2007(1)(31)
                                                    
                                                    Certification
      as Adopted Pursuant to Section 302 (a) of the Sarbanes-Oxley Act
      of  2002(32)
                                                    
                                                    Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002
  (1)
              Incorporated
      herein by reference from Southern Bella Inc.’s Registration Statement on
      Form SB-2, filed with the Securities and Exchange Commission on November
      14, 2007.
 
 10
 
 SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
 Southern Bella, Inc.(Registrant)Date:  May
      14, 2009
                    /s/ Viola HeitzViola
      Heitz, President,Chief
      Executive Officer,Principal
      Financial Officer, Principal Accounting Officer and
    Director
  11