UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008
                          -----------------

Commission file number 0-53270
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               /     \ /     \ | PREPAID CARD HOLDINGS, INC.
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                          PREPAID CARD HOLDINGS, INC.
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             (Exact name of registrant as specified in its charter)

                Nevada                              76-0222016
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   (State or other jurisdiction of      (I. R. S. Employer Identification No.)
    incorporation or organization)

    20251 S.W. Acacia St. #200 Newport Beach Ca                92660
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     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code 949 250 9556 ext 123
                                                   --------------------


Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class               Name of Each Exchange on which Registered

None                              N/A
--------------------------------------------------------------------------------

          Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock ($0.001 par value)
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.                      [ ] Yes   [x] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.             [ ] Yes   [x] No


<PAGE>


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.                              [x] Yes   [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (  229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.            [ ]

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
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.

Large accelerated filer     [ ]               Accelerated filer             [ ]
Non-accelerated filer       [ ]               Smaller reporting company     [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).                                         [ ] Yes   [x] No

The aggregate market value of the common equity held by non-affiliates of the
registrant as of June 30, 2008 (the last business day of the registrant's most
recently completed second fiscal quarter) was $8,914,967.

The number of shares of the registrant's common stock outstanding as of March
26, 2009 was 403,903,870 shares.



<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                               TABLE OF CONTENTS

                                     PART I

Item 1.     Business...........................................................4
Item 1A.    Risk Factors......................................................12
Item 1B.    Unresolved Staff Comments.........................................12
Item 2.     Properties........................................................12
Item 3.     Legal Proceedings.................................................13
Item 4.     Submission of Matters to a Vote of Security Holders...............13

                                    PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities.................13
Item 6.     Selected Financial Data...........................................15
Item 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................15
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk........17
Item 8.     Financial Statements and Supplementary Data.......................17
Item 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure..............................................29
Item 9A.    Controls and Procedures...........................................29
Item 9B.    Other Information.................................................30


                                    PART III

Item 10.    Directors and Executive Officers of the Registrant................31
Item 11.    Executive Compensation............................................34
Item 12.    Security Ownership of Certain Beneficial Owners and Management....39
Item 13.    Certain Relationships and Related Transactions....................40
Item 14.    Principal Accounting Fees and Services............................41


                                    PART IV

Item 15.    Exhibits and Financial Statement Schedules........................42
Signatures....................................................................43

                                     Page 3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

A.     BUSINESS  DEVELOPMENT

The  following  are  changes  in the development of our business during the year
ended  December  31,  2008.

The  Company  changed  its name to Prepaid Card Holdings, Inc. on May 2, 2008 to
better  reflect  its operating business and changed its trading symbol from BRMN
to  PPDC.  On  March  8,  2008,  the  Company  acquired  Merchant  Processing
International,  Inc.  dba  Bank  Freedom  ("Bank  Freedom")  from  the Company's
president,  Bruce  Berman, as its second operating business.  Our operations are
currently  divided  between Berman Marketing Group ("BMG") and Bank Freedom, our
two  operating  businesses.  BMG  manages all of our marketing operations, while
Bank  Freedom  manages  our  prepaid  card  products,  including the processing,
banking,  printing,  customer  service,  and  infrastructure  necessary  for the
management  and  delivery  of  prepaid  cards.  Bank  Freedom  also  manages our
merchant  processing  services  portfolio.

The  Company  began  operations  in  February  2008  as  it began the process of
accepting  orders  and  shipping  the Bank Freedom Prepaid MasterCard, which was
first  shipped to its customers approximately March 1, 2008.  Prior to that, the
Company  was  in the development stage and focused on establishing relationships
with  key  operational  partners.

B.     FINANCIAL INFORMATION ABOUT SEGMENTS

As  defined by generally accepted accounting principles ("GAAP"), we do not have
any  segments  separate  and  apart  from our business as a whole.  Accordingly,
there  are  no  measures of revenue from external customers, profit and loss, or
total assets aside from what is reported in the Financial Statements attached to
this  Form  10.

C.     BUSINESS OF THE COMPANY

EXECUTIVE  SUMMARY

Through  our  operating  subsidiaries,  Berman Marketing Group, Inc. ("BMG") and
Merchant  Processing  International, Inc. dba Bank Freedom ("Bank Freedom"), and
strategic  alliances  with processors, operators and other companies, we operate
in  the  prepaid  card  business,  as  well  as the merchant processing services
business.  Our  primary  focus right now is growing our prepaid card operations.

Our  Bank Freedom prepaid card business focuses on both business to consumer and
business to business solutions.  Our flagship consumer product, the Bank Freedom
Prepaid  VISA  and  MasterCard  general  spending reloadable cards, offer unique
banking  solutions  to  the  estimated  100  million  of  America's  underbanked
population  as well as the banked population looking for a better way to control
their  spending.  In December of 2008, Bank Freedom introduced multiple business
solutions  including  a Payroll card program, Business Expense card program, and
private label co-branded prepaid card solutions.  We believe we are qualified to
capture  customers  in these markets due to the following strategic and tactical
advantages:

     -    Significant  internet  presence  -  Bank  Freedom  has  numerous
          MasterCard  and  VISA general purpose reloadable advertising web sites
          under  multiple keywords. As a result, we are receiving FREE leads for
          both  our  consumer  and  business  related  products.

                                     Page 4
<PAGE>
     -    Processor  and  fulfillment  -  We  have  built  significant processor
          and  fulfillment  strategic  relationships that enable Bank Freedom to
          respond  to  the  quickly  evolving  customer  and  market  demand.
          Specifically,  we  are  able  to  address our customers' needs without
          complex  programming  and  retooling.

Our Bank Freedom prepaid cards and services target several markets including the
estimated  100  million  people  who either do not have access to credit, do not
have  a checking account, or who wish for the convenience of a prepaid method of
using  the  debit/ATM/credit  card  networks.

The  company  desires  to raise capital for advertising, operations, and general
business  development.  However  due  to  the recent downturn in the economy the
company  has  concerns  that  it  will  be  able  to  raise  additional capital.

BUSINESS MODEL AND STRATEGY

Our  Bank  Freedom business model is to acquire customers who adopt our products
as  their  primary transaction account (PTA).  Whether for business or consumer,
when  a  customer assimilates our card accounts into their day to day management
of  funds,  Bank  Freedom  gains higher retention, additional transaction volume
which  generates  additional  fee  revenue.

     -    General  Purpose  Reloadable  (GPR)  Card  -  Intended  for  the
          underbanked  consumer,  our  target  customer  is one that will set up
          direct deposit of their pay check and use their VISA or MasterCard for
          day  to  day  purchases  and  as  a bill payment solution. Within this
          model,  they  act  and behave much like a normal banked individual. We
          also  have  customers that deposit cash only on to their cards as well
          as  customers  who  use  both  direct  deposit  and  add  cash.

     -    Payroll  Cards  -  Introduced  to  employees  by  their employers, the
          Bank  Freedom  Payroll MasterCard is identical to our GPR product with
          slightly  lower fees. Ordered and deployed in bulk, the program offers
          businesses  of  all  sizes  a  paperless  solution  for  payroll while
          bringing  a  banking  solution  to  their  underbanked  employees. Our
          products  do  not require complex integration or programming, and work
          seamlessly  with  most  payroll  systems  that support direct deposit.

     -    Business  Travel  and  Expense  Cards  -  With  the  current  credit
          crisis,  businesses  no  longer  can  rely on their employees to carry
          their  company  travel  and  field  expenses  on their personal credit
          cards. With $2 trillion in available credit card debt recently removed
          from  the  consumer  credit card market, many employees no longer have
          the  credit  line  limits  to  accommodate  company expenses. This has
          created  a  significant opportunity in the business expense management
          market.

     -    Private  Label  Card  Programs  -  The  prepaid card market is growing
          at  a  significant rate. It is one of the few markets that actually is
          expanding  while  the other markets are shrinking. With Bank Freedom's
          internet  presence,  we  are getting business leads from companies who
          wish  to monetize their customer base by issuing private label prepaid
          cards.  We  believe  these  co-branded  opportunities  offer  growth
          potential  for  Bank  Freedom.

Our  business  strategy  includes  marketing campaigns to acquire customers, and
then  an  education process to adopt the prepaid card into their daily financial
management.  This  will require continuous marketing and touch points both prior
to  and  after  customer  acquisition.


                                     Page 5
<PAGE>
Bank  Freedom  Prepaid  Card Revenue
------------------------------------

We  derive  revenues through fees charged to the cardholders.  Those sources may
include:

     1.   Transaction  Fees  -  As  customers  use  their  cards, we may collect
          fees  that  include
          a.   Domestic  and  International  ATM  transaction  fees
          b.   Debit purchase  and  PIN  decline  fees
          c.   Monthly  maintenance  fees
          d.   Re-issue  card  fees

     2.   Money Conversion  Fees  -  For  transactions  that  involve  an
          international  source, we charge up to 2.95% of total dollar volume in
          transaction  fees.

     3.   Interchange  -  Bank  Freedom  receives  interchange  revenue  on
          Signature  transactions. The interchange Bank Freedom receives is paid
          by  the  merchant,  not  by  our  cardholder. The interchange fee Bank
          Freedom  receives on signature transactions is usually in excess of 1%
          of  the  amount  the  customer  spends  at  any  merchant.

     4.   Private  Label  Application  Fees  -  for private label opportunities,
          Bank  Freedom intends to collect an application fee for the set up and
          development  of  custom  prepaid  card  programs.

     5.   Card Purchase  Fees  -  Our  payroll  and  Business Travel and Expense
          programs  charge  a  one-time  card  issuance  fees  to  businesses.

Bank  Freedom  Prepaid  Card Pricing
------------------------------------

We  believe there is a threshold the unbanked consumer will pay for the benefits
of  a  prepaid  card.  So  far,  this threshold has yet to be determined.  Major
players  in  the market have successfully entered the market, but with estimates
of  only  5%  to  9%  market  penetration.

Critical  to  a  long-standing  relationship  with  our  targeted demographic is
pricing.  We believe there are several key strategic concepts that will move our
card  offering  beyond  the  current  thinking.  In  particular:

Do  not  gouge the customer:  There is an apparent perception that prepaid cards
offer  issuers  an  opportunity  to  gouge  the customers.  We believe this is a
problematic  strategy  as  more and more issuers find their way into the market.

Offer  Free Services:  Everybody likes getting something free - specifically our
targeted  demographic.

We  will  determine  the optimal type and amount of pricing in order to maximize
our  penetration  of  the  market.

Merchant  Processing  Services
------------------------------

In  addition  to  our  primary business of our Bank Freedom prepaid cards, since
2005 we have realized revenue by selling merchant processing services for retail
companies  nationally,  receiving  revenues in the form of commissions paid as a
percentage  of  credit  card  volume  for  the  retailers  engaged.

Bank Freedom, one of our two operating subsidiaries, from 2005 to September 2007
focused  exclusively  on  selling merchant services that enable US businesses to
accept  credit and debit cards.  As a result, Bank Freedom has built a portfolio
of  merchant  accounts  that  generate  commissions  on  each  credit  card

                                     Page 6
<PAGE>
transaction processed by the business.  In October of 2007, Bank Freedom changed
its  focus  and  dedicated  its  resources to developing prepaid card solutions.
Currently,  only  5%  of  Bank Freedom's resources are dedicated to managing the
merchant  portfolio  with  the  remaining  resources  dedicated  to prepaid card
products.

Merchant  processing  services  realized  revenues  of $141,263 from acquisition
through  June  30,  2008.  The  Bank  Freedom  prepaid  card,  despite beginning
operations,  did  not  receive any revenues until April, 2008.  The Bank Freedom
card  realized  revenues  of  $127,723  through June 30, 2008.  The prepaid card
business  model  earns  revenues  through  interchange  and  service  fees after
issuance  of  the cards.  Prepaid Card Holdings, Inc. had an accumulated deficit
of  $2,982,419  through  June 30, 2008.  We intend to continue to offer merchant
processing services to national retail companies and act as an independent sales
organization  for  Columbus  Bank  and  trust.

PRINCIPAL  PRODUCTS  AND  SERVICES

Our  Prepaid  Cards
-------------------

Bank  Freedom Prepaid MasterCard:  Our Bank Freedom Prepaid MasterCards (R) were
first  shipped  in  March,  2008.  The  initial  demand  for  our  Bank  Freedom
MasterCard exceeded our expectations.  As of December 31, 2008, we had shipped a
total  of  92,179  cards.  Of these, 11,577 are actively being used.  A total of
$29,678,000  has  been loaded onto Bank Freedom cards by our cardholders via our
reloading  partner,  Green  Dot,  and  through  direct  deposits.

Spanish  MasterCard:  On  June 1, 2008 we launched a Spanish version website for
our Bank Freedom Prepaid MasterCard(R) Card program.  Spanish speaking customers
can  go  to  www.bancolibertadtarjeta.com  and  order  a  Bank  Freedom  Prepaid
MasterCard  from  a  website  entirely  in Spanish.  Bank Freedom has always had
bilingual  customer  service agents and a bilingual website for its customers to
access  their  prepaid  card  accounts;  however,  to  help new Spanish speaking
customers to better understand the benefits of the product they are ordering, we
are  releasing  this  new  card  enrollment  website.

Bank Freedom Prepaid VISA:  Bank Freedom received approval from our issuing bank
and  VISA International to release the Bank Freedom Prepaid VISA card.  We began
issuing  the  Bank  Freedom  Prepaid  Visa  Card  in  September,  2008.

Cash  Reloading  Agreement  with  Green  Dot
--------------------------------------------

In  December,  2007, Bank Freedom entered into an exclusive agreement with Green
Dot  to provide cash loading services for card programs managed by Bank Freedom.
In  May,  2008, Green Dot offered Bank Freedom branding on its point of purchase
displays  nationally.

According  to Green Dot Corporation, Bank Freedom's logo appears on all of Green
Dot's  point  of purchase displays.  Green Dot has point of purchase displays in
Walgreens,  K-Mart  and  CVS/Pharmacy  locations  throughout  the  US.


                                     Page 7
<PAGE>
MARKETING

Using  our  management's experience in the credit card processing field, we have
developed  and  offered the Bank Freedom prepaid MasterCard and the Bank Freedom
Prepaid  VISA  card.  These  cards  target  the  100  million customers who have
difficulty  securing  credit  cards  and  or  bank  accounts.

During  the  company's  first  year  in the prepaid card market, our goal was to
acquire  new  prepaid  card  customers.  This  was  accomplished  through:

     -    Direct  marketing  and  establishing  a  client  base;  and
     -    Maintaining  a  broad  range  of  prepaid  cards  offerings;

In  order  to  create  awareness  of  our  prepaid  cards,  the  company did the
following:

     -    Developed  a  comprehensive  direct  marketing  campaign;
     -    Matched  competitive  pricing  models;
     -    Implemented  our  business  plan  quickly  by  leveraging  existing
          technology  infrastructure  previously  developed for marketing to the
          underbanked, leveraging our CEO's experience in marketing and customer
          service  of  the  underbanked, and our management team's experience in
          Internet  technologies;  and
     -    Developed  national  branding.

Our  Value  Proposition
-----------------------

Through  established  direct  marketing methods known to our executive staff, we
offered  the  following  value  points  to  our  potential  customers:

     -    Provide  access  to  financial  networks  for  all  people: 10% to 13%
          of  U.S. households, primarily low-to-moderate-income, minorities, and
          recent  immigrants, do not have bank accounts100 million people who do
          not  have  access to the purchasing online, travel reservation system,
          and  the  convenience  of  debit  and  ATM  networks.
     -    Safer than  Cash:  If  the  card  is lost or stolen, the consumer does
          not  lose  the  cash. This is important with younger customers and the
          elderly.
     -    Bill Pay:  Though  online  or  IVR  bill  pay, consumers can pay bills
          at  significantly  reduced  cost  than  money orders or retail payment
          outlets.
     -    Payroll  Deposit:  Consumers  can  have  their payroll checks deposits
          made  directly  to the card at no cost. This eliminates the typical 3%
          rate check cashing services offer to the unbanked and the underserved.
     -    Access  to  cash  via  the  worldwide  ATM  Network:  Access  to  cash
          without  the  hassle  of  check  cashing  services  24/7.
     -    Consumer  Recourse:  Cash  has  no  recourse. When a consumer wants to
          return  the product when cash is involved they are at the mercy of the
          retailer  for  a  refund. Leveraging the VISA/MasterCard associations,
          the  consumer  has  alternative  recourse  for  refunds.

                                     Page 8
<PAGE>
     -    Easy Approval:  No  credit  check,  no  employment  necessary,  only
          need  valid  ID for approval. People with credit and banking problems.
     -    Send Money  To  Anyone:  Using  our  remittance  services,  customers
          can  send  money  to  any  person.

Marketing  Tools
----------------

We  directly  marketed  our  prepaid  cards  using  the  following  means:

     -    Direct  Radio  and  television  to  web  (sending  customers  to  the
          internet  to  order)
     -    Email campaigns  to  managed  opt-in  lists  of  individuals  known to
          have  credit  issues  and  or  in  need  of  a  credit  card.
     -    Affiliate  networks  including  banner,  contextual.
     -    Search  engine  optimization.
     -    Pay-per-click  (PPC)  and  Search  Engine  Marketing  (SEM)  campaigns
     -    Direct  mail

Competitive  Advantages
-----------------------

Several  companies  have  a  meaningful  presence  in the prepaid card industry.
Their  presence  extends mainly to the Internet and an occasional TV or radio ad
with little air time.  Some of our competitors include:  All Access (Net Spend),
Green  Dot, Vision Premier, RushCard, Western Union, AccountNow, Ready Debit and
Wired  Plastic.

There  are  many other small, general spending prepaid card programs that do not
represent  significant  market share or recognition.  They focus on the internet
as their main strategy of application and enrollment.  We believe this creates a
competitive  advantage  for  the  Company  and  allows  us to truly leverage our
marketing  skills to exploit a more dynamic marketing strategy, including in the
areas  of  direct  response  and  other  media  markets.

Marketing  Technology  and  Infrastructure
------------------------------------------

Through  our operating subsidiary, we have a non-exclusive right to BIG software
and  hardware  technology  housed at Equinix facility (http://www.equinix.com/).
BIG's  technology  foundation is capable of handling more than 10,000 orders per
day  through  scalable  platforms  using  Microsoft's SQLServer, multi-redundant
databases,  web  servers,  and  routers.  All  technology is highly customizable
allowing unlimited number of web sites access to common databases while tracking
unlimited marketing campaigns. For compensation of the non-exclusive use of this
hardware  and  software  we will pay approximately $1,675 a month to Equinox and
$100  a  month  to Limelight for the hosting of this hardware and software on an
annual  basis.  We  will  also pay for any software or hardware modifications we
request.

The  hardware  and  software  infrastructure  we are using is a state-of-the-art
marketing system that allows us to release multiple websites and track visitors'
performance from multiple marketing URLs and channels.  Our operating subsidiary
currently  owns  over 700 website URLs that can be run all at the same time with
this  system.  Through  minute by minute reporting, BMG can tailor marketing and
focus  on key geographic using internet, print, radio, and television.  In 2008,
the  Company agreed to spend approximately $60,000 for custom modifications made
to  this  software  in  order  for  it  to  best  operate  the  Company's unique
requirements.  This  payment  will  be  made  in  2009.

                                     Page 9
<PAGE>
OPERATIONS

Operational  Partnerships
-------------------------

Operationally,  there  are five key partnership components we must have to issue
prepaid  cards.  They  are:

1.     Issuing  bank
2.     Card  Association  (MasterCard  and/or  Visa)
3.     Processor
4.     Manufacturer/printer
5.     Cash  Load  Network

Issuing  Bank:  An  issuing  bank is a bank that offers card association branded
payment  cards  directly  to consumers.  Merchant Processing International, Inc.
DBA Bank Freedom ("Bank Freedom"), signed an agreement with Meta Payment Systems
a  prepaid  card  on November 19, 2007 to issue our branded payment cards.  Meta
Payment  Systems  is a leading issuing bank for prepaid card products within the
US.  We  received  approval  to  issue cards from MetaBank on November 19, 2007.

Card  Associations:  A  card  association  is  a  network  of  issuing banks and
acquiring  banks that process payment cards of a specific brand, including Visa,
MasterCard,  American  Express,  etc.  Bank  Freedom  obtained  approval  from
MasterCard  in  December  2007  to issue the Bank Freedom Prepaid MasterCard (R)
Card.

Processor:  A  processor  is  a  company  that  connects to the various networks
(Visa,  MasterCard,  Discover,  STAR,  Cirrus,  etc.) and handles the electronic
transactions.  They  also  provide services for customer care (to the end user),
an  interactive  voice response ("IVR") telephone-based customer service system,
and  web  based  services for balance inquiries, dispute resolution, replacement
cards,  and  other  support  issues.  Bank Freedom signed an agreement with I2C,
Inc.  for  prepaid  card  processing  and support services on November 19, 2007.

Manufacturer:  The  card  manufacturer  is the company that prints, embosses and
delivers  the  cards  to new cardholders.  Bank Freedom signed an agreement with
EFT  Source  for  card  printing,  personalization,  and fulfillment services on
December  14,  2007.   EFT  Source provides printing, inventory, and delivery of
Bank  Freedom's  prepaid  cards.  Integration  between  I2C, Inc. and EFT Source
occurred  on  February 15, 2008 for secure transmission of cardholder orders for
printing  and  delivery.

Cash Load Network: The cash load network is a company that allows your customers
to  load  cash  on  to their card accounts. We have chosen Green Dot as our cash
load network.  The Green Dot MoneyPak(R) is the leading product for loading cash
onto  prepaid  cards, and can be used to make payments and add cash to accounts.
Usable  in  over  50,000  retail  locations  including  Wal-Mart,  Walgreens,
CVS/Pharmacy,  Rite  Aid, Radio Shack, Kroger, Ralphs, Food4Less and Fred Meyer,
consumers  can  purchase  a  MoneyPak for the suggested retail price of $4.95 or
less  at  any  Green  Dot  retailer  location.

In-House  Operations
--------------------

Our  operations  consist  of  the  following  major  groups.  They  are:

Sales  and  Marketing:  To  acquire  customers,  we  have  engaged in aggressive
marketing  campaigns  to  drive prospects to our websites to order their prepaid
card.


                                   Page 10
<PAGE>
Activation:  Critical  to  our  success is the activation and initial loading of
the  card.  We  use a separate customer service marketing effort that uses email
to  contact  low  activity card accounts to increase card activations and loads.

Secondary  Marketing:  We  engage in a persistent touch process that reminds the
customers  to  use  their  card  (reload,  ATM,  pay  bills, etc).  This revenue
generating  group  (part  of  internet  marketing)  is  critical  to  ongoing
profitability  and  card  usage.

Customer  Service:  We  provide 24/7 customer service to our cardholders in both
English  and Spanish.  We handle all inbound customer services calls between the
hours  of  8:00  AM  and  5:00  PM,  Monday to Friday with our internal staff of
customer  service  representatives.

Technology:  We have three fully operational main technology centers used in our
operations:

     1.   Marketing  -  The  technology  used  by  Marketing for the acquisition
          of  new  customers  is  housed  in  our Level 3 NOC in Equinix Network
          Center  in Los Angeles, CA. This scalable system can handle 10,000 new
          card  orders a day, and is fully redundant with separation of routing,
          firewall,  web  servers,  database  servers, and RAID Level 5 storage.

     2.   Processing  -  Our  processor,  I2C,  Inc.  (www.i2cinc.com)  provides
          multi-location,  redundant 24/7 processing of cardholder transactions.
          We  integrate  our  marketing  systems  with I2C's platform for secure
          order  processing  and  management.  All  customer  information  is
          maintained  and  secured  by  encrypted  data  systems  certified  by
          MasterCard  and  VISA  associations.

     3.   Printing  and  Fulfillment  -  Our  printer,  EFTSource
          (www.eftsource.com)  provides  secure manufacturing infrastructure and
          information  systems  for  card  printing,  personalization  and
          fulfillment.  EFTSource  is  certified by both MasterCard and VISA and
          provides  redundant  fulfillment  capabilities.

OTHER  MATTERS

Employees
---------

Not  including  our  three  executive  officers, Prepaid Card Holdings, Inc. and
Berman  Marketing  Group,  Inc.,  a  wholly  owned  subsidiary  of  the Company,
currently  have  no employees.  Bank Freedom, Inc., a wholly owned subsidiary of
the  Company,  has  eight  full  time  employees  including  our three executive
officers.  We  believe  our  relationship  with  our  employees  is  good.

Independent  Contractors
------------------------

The  company  has several independent contractors that work on a revenue sharing
basis.

Research  and  Development
--------------------------

During  the  last two full fiscal years, we have not engaged in any research and
development activities.  In the event that we undertake research and development
activities  in the future, the costs of those efforts will not be bourn directly
by  our  consumers.


                                   Page 11
<PAGE>
Intellectual  Property
----------------------

We  have  applied for trademarks for "Bank Freedom", "Bank Freedom Card", and "A
card  for  everyone".

On  February  24,  2009  "Bank Freedom" trademark was issued registration number
3581447.  On  September  30,  2008  "A  Card For Everyone"  trademark was issued
registration  number  3507604.  "Bank  Freedom  Card"  is  still  pending.

Regulation
----------

Open  loop  prepaid  cards are subject to several forms of regulation.  The most
notable  of  these  regulations  include  Regulation  E,  the  Electronics Funds
Transfer  Act;  the  Anti-money  Laundering  and  Bank Secrecy Act; the customer
identification  program  of  the  Patriot  Act;  customer  security  and privacy
provisions  of the Gramm Leach Bylie act; and the funds availability requirement
of  Regulation  CC.

As open loop prepaid cards are essentially bank accounts, we anticipate that our
business  will  continue  to  be  heavily regulated.  Although we have extensive
experience  in  this  area, and we have taken the necessary steps to comply with
regulations, compliance can represent a costly expense and there is no assurance
that the steps we have taken and will take will be sufficient to prevent adverse
regulatory  action.  If  we  are unable to successfully comply with all relevant
regulation,  it  could  materially  affect  our  business.

We  currently  produce  no  product  and  conduct no activity that is subject to
environmental  laws.  All  manufacturing  is  undertaken  by  a  third  party.
Nevertheless,  it is possible that our activities could fall within the ambit of
environmental  regulation  in  the future.  If so, compliance with environmental
laws  could become a significant cost, and could materially affect our business.


ITEM  1A.  RISK  FACTORS

Not  required  by  smaller  reporting  companies.


ITEM  1B.  UNRESOLVED  STAFF  COMMENTS

None.


ITEM  2.  PROPERTIES

The Company currently operates at an office located at 20251 SW Acacia St. #200,
Newport  Beach  CA  92660.  The  office  is  in  good  condition.

Bank  Freedom,  the Company's wholly owned operating subsidiary, is renting this
space  under  a  lease  from  L&J  properties  which  expires in December, 2010.
Monthly  rent  is  due  on  the  first  of  each  month  in the amount of $2,756



                                   Page 12
<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS

During  the  year ended December 31, 2008, the Company had a dispute with one of
its vendors over the amount of about $360,000.  On January 13, 2009, the Company
agreed to a settlement of this dispute.  We have agreed to execute a note in the
amount  of  $182,900  at  4%  simple  annual interest payable monthly over three
years,  whereby  we  will  pay  $5399.64  a  month

On  January  20, 2009, Robert McBride and Bruce Barton filed a complaint against
the Company in the District Court for Clark County, Nevada for damages in excess
of $40,000.  Mr. McBride and Mr. Barton claim the Company owes each of them cash
payments  or  restricted stock pursuant to agreements allegedly executed between
the  Company  and the plaintiffs while Mr. McBride was president of the Company.
We are disputing these claims.  On February 5, 2009 Mr. McBride and Barton filed
a motion for preliminary injunction against the company.  That motion was denied
by  the  court  on  March  16th  2009.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On  December  1,  2008, a majority of the Shareholders of the Company executed a
resolution  authorizing  the  Company  to  enact a 1 for 10 reverse split of the
Company's  common  stock.  The Company filed a preliminary information statement
on  Form  14C  notifying shareholders of the resolution by written consent.  The
Company's  Board  of  Directors  subsequently  determined that the reverse split
would  not be in the best interest of the Company, and decided not to effectuate
the  reverse  split.

No  other  matters  were  submitted to a vote of security holders of the Company
during  the  fourth  quarter  of  fiscal  2008.


PART  II

ITEM  5.     MARKET  FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

MARKET  INFORMATION

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained  by  Pink  Sheets LLC, a privately owned company headquartered in New
York City, under the symbol "PPDC."  There is no assurance that the common stock
will  continue  to be traded on the Pink Sheets or that any liquidity exists for
our  shareholders.

We  are  currently  exploring  the  process  of  getting our common stock on the
Over-the-Counter  Bulletin  Boards  ("OTCBB").

MARKET  PRICE

The  following  table  shows  the high and low per share price quotations of the
Company's common stock as reported by the Pink Sheets for the periods presented.
These  quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions, and may not necessarily represent actual transactions.  The Pink
Sheets  market  is  extremely limited and the prices quoted by brokers are not a
reliable  indication  of  the  value of the common stock.  The periods presented
represent  fiscal  quarters,  with  the  fourth  quarter  of each year ending on
December  31.

                                   Page 13
<PAGE>
                                   HIGH      LOW
     Fiscal  2008
          First  Quarter           0.17     0.06
          Second  Quarter          0.13     0.07
          Third  Quarter           0.16     0.04
          Fourth  Quarter          0.13     0.03

As  of  December  31,  2008,  the Company had 500,000,000 shares of common stock
authorized  with  396,966,390  shares  issued  and outstanding and approximately
4,128,209 freely tradable shares in the public float.  These shares were held by
approximately  250  shareholders  of  record and Company estimates by a total of
approximately  290  beneficial  shareholders.

PENNY  STOCK  REGULATIONS

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained  by  Pink  Sheets LLC, a privately owned company headquartered in New
York  City,  under  the symbol "PPDC."  On March 25, 2009 the last reported sale
price  of  our  common stock was $0.02 per share.  As such, the Company's common
stock  may  be  subject  to  provisions  of  Section 15(g) and Rule 15g-9 of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), commonly
referred  to  as  the  "penny  stock  rule."

Section 15(g) and Rule 15g-9 sets forth certain requirements for transactions in
penny  stocks,  in particular that either (1) the transaction meets one of a few
specific  exemptions,  or  (2) the broker dealer executing the transaction for a
customer  (a)  obtain  informed  consent  from  the  customer  and  (b)  make an
individualized  determination of the customer's suitability for trading in penny
stocks  based on personal financial information.  Rule 15g-9(d) incorporates the
definition  of  "penny  stock" that is found in Rule 3a51-1 of the Exchange Act.
The  SEC  generally  defines  "penny stock" to be any equity security that has a
market  price less than $5.00 per share, subject to certain exceptions.  As long
as  the  Company's  common  stock  is deemed to be a penny stock, trading in the
shares  will  be  subject  to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors.

WARRANTS

On February 3, 2009, the Company issued warrants to purchase 5,000,000 shares of
common  stock  to one of our Vice Presidents and Directors.  The options vest in
one  year  and are exercisable for five years after that at an exercise price of
$0.025.  We  also  agreed  to  amend  two warrants previously issued to our Vice
President employees in the amount of 5,000,000 each, reducing the exercise price
to $0.025 and extending the exercise date until 5 years from their vesting date.
These  changes  were  made  in exchange for agreeing to a decrease in pay and an
increase  in  duties.  The company also agreed to issue 250,000 warrants each to
two  other  key  employees of the company which vest in one year, at an exercise
price  of  $0.025  and  a  5  year  from  vesting  exercise  provision.

DIVIDENDS

The  Company  has not issued any dividends on the common stock to date, and does
not  intend  to  issue any dividends on the common stock in the near future.  We
currently intend to use all profits to further the growth and development of the
Company.


                                   Page 14
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

During  the  year  ended  December  31,  2008,  the Company made no issuances of
securities  that  have  not  otherwise  been reported.  We have reported various
issuances  made  during  the period on our Registration Statement on Form 10, as
amended  most recently on November 4, 2008, which Form 10 is hereby incorporated
herein  by  this  reference.

PURCHASES  OF  EQUITY  SECURITIES

None.


ITEM  6.  SELECTED  FINANCIAL  DATA

Not  required  by  smaller  reporting  companies.


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

FORWARD-LOOKING  STATEMENTS

Statements about our future expectations are "forward-looking statements" within
the  meaning  of  applicable  Federal Securities Laws, and are not guarantees of
future  performance.  When  used  herein,  the  words  "may,"  "will," "should,"
"anticipate,"  "believe,"  "appear,"  "intend,"  "plan,"  "expect,"  "estimate,"
"approximate,"  and  similar  expressions  are  intended  to  identify  such
forward-looking  statements.  These  statements  involve risks and uncertainties
inherent in our business, including those set forth in Item 1A under the caption
"Risk  Factors,"  in this Annual Report on Form 10-K for the year ended December
31, 2008, and other filings with the SEC, and are subject to change at any time.
Our  actual  results  could  differ  materially  from  these  forward-looking
statements.  We  undertake  no obligation to update publicly any forward-looking
statement.

This Management's Discussion and Analysis should be read in conjunction with the
Company's audited financial statements for the year ended December 31, 2008 (the
"Financial  Statements").  The  financial  statements  have  been  prepared  in
accordance  with  generally  accepted  accounting  policies in the United States
("GAAP").  Except  as  otherwise  disclosed, all dollar figures included therein
and  in  the following management discussion and analysis ("MD&A") are quoted in
United  States  dollars.

RESULTS  OF  OPERATIONS  -  2008  VS.  2007

Revenues

During  the  year ended December 31, 2008, merchant processing services realized
revenues  of  $404,103  and  the  Bank Freedom prepaid card realized revenues of
$614,793  for  a  total  of  $1,018,896.  This  represents  an increase of 9% or
$80,900 from $937,996 for the same period last year.  The increase is the result
of  no revenues generated in 2007 by prepaid card operations, offset by merchant
processing  revenues  not  continuing  with its consulting line of business.  In
2008, merchant processing revenues are generated in the form of commissions paid
as  a  percentage  of  credit  card  volume for the retailers engaged, while the
prepaid  card business model earns revenues through interchange and service fees
after  issuance  of  the  cards.

                                   Page 15
<PAGE>
Cost  of  Sales

During  the year ended December 31, 2008, we incurred $425,346 in costs directly
attributed  to  our  sales.  This represents an increase of 43% or $127,343 over
$298,003  realized  in the same period last year.  The increase is primarily due
to the operations of the prepaid card business, partially offset by the decrease
in  merchant processing consulting costs.  In 2008, Cost of Sales includes, bank
and  MasterCard  Association  fees,  merchant  processing  fees, and fulfillment
costs.

Expenses

During  the  year  ended  December 31, 2008, we incurred $3,248,555 in expenses.
This  represents  a  142% or $1,903,989 increase over $1,344,566 realized in the
same  period  last  year.   Expenses  consisted  of  the  following:

EXPENSES:                                       2008       2007
----------------------------------------  -----------  --------
Sales                                     $1,214,914   $731,495
Professional Fees                           (784,219)   116,538
Selling General and Administrative Costs   1,167,261    418,941
Related Party Expense - Rent                  82,161     77,592

Sales  -  Consist  of  internet marketing to potential cardholders using various
affiliate  marketing  channels  and pay-per-click campaigns.  This category also
includes  direct mail, radio commercial production, radio air time, and printing
expense  necessary  to  attract  new  cardholders.   This  represents  a  66% or
$483,419  increase  over $731,495 realized in the same period last year, as 2007
only  recognized  these  expenses  in  the  final  quarter  of  the  year.

Professional  Fees  -  Consist  of accounting, legal and other professional fees
including  the  cost of the fair market value for the stock provided to investor
representatives  for  investor  referrals.  This  represents  a 573% or $667,681
increase  over  $116,538 realized in the same period last year, as most of these
expenses  did  not  exist  in  2007.

Selling  General  and  Administrative  Costs  -  Consists  of  insurance, office
supplies  and  expense,  payroll  expenses,  investor  referral  fees  and other
miscellaneous expenses.  The 179% or $748,320 increase over $418,941 realized in
the  same  period  in  2007  is  the  result of the new prepaid card operations.

Related Party Expense - Rent - Consists of office space rental.  This represents
an  increase of 6% or $4,569 over $77,592 realized from the same period in 2007,
resulting  from  prorate  share  of  office  space  occupied by the prepaid card
operations.

FINANCIAL  CONDITION  AND  LIQUIDITY

Our  liquidity  requirements  arise  principally from our working capital needs,
including  the  cost  of  goods  and marketing costs.  Although in the future we
intend  to fund our liquidity requirements through a combination of cash on hand
and  revenues from operations, for the year ended December 31, 2008, the Company
had  incurred  $3,673,901 in expenses (of which $330,689 were non-cash expenses)
and  had  realized  only  $1,018,896  in  revenues.

Accordingly,  our  ability  to initiate our plan of operations and continue as a
going  concern  is currently dependent on our ability to raise external capital.
We  have raised $350,000 on the issuance of three convertible notes.  We believe
that  it  will  be  very  difficult to obtain any form of debt financing without
equity  conversion terms due to our current lack of revenues from operations and
the  current  state  of  our

                                   Page 16
<PAGE>
balance  sheet,  including  a  lack  of  hard  assets  against  which to borrow.
Accordingly,  we  are focusing on obtaining equity financing.  However, with the
economic turmoil in the finical markets today we are concerned about the ability
to  raise  any  capital  at  all

From  November,  2007, through September, 2008, the Company raised approximately
$2,164,237  in  three  private  offerings, before costs.  In addition, we may be
required  to  seek  additional  funding.

OFF-BALANCE  SHEET  ARRANGEMENTS

None

CONTRACTUAL  OBLIGATIONS

At  December  31,  2008,  our  contractual  obligations  were:

                                                                  MORE
                                      WITHIN    1-3       3-5     THAN
CONTRACTUAL OBLIGATIONS   TOTAL       1 YEAR    YEARS     YEARS   5 YEARS
------------------------  ----------  --------  --------  ------  -------
Office Lease(1)           $   66,144  $ 33,072  $ 33,072  $    -  $     -
EnPointe Systems(2)       $   55,050  $ 55,050  $      -  $    -  $     -
Equinix(3)                $    9,900  $  9,900  $      -  $    -  $     -
Bruce A. Berman(4)        $  664,229  $201,683  $462,546  $    -  $     -
Repayment Obligations to
Other Vendors(5)          $  263,727  $116,406  $147,321  $    -  $     -
Total:                    $1,059,050  $416,111  $642,939  $    -  $     -
                          ==========  ========  ========  ======  =======

(1)  The company  is  obligated  under  a  lease  arrangement  for  office space
     expiring  in December, 2010. Monthly rent is due on the first of each month
     in  the  amount  of  $2,756.
(2)  The company  is obligated under a repayment agreement for services rendered
     in  2008  for  information  systems  work.
(3)  The company is obligated under a repayment agreement for web site marketing
     services  performed  in  2008.
(4)  The company  is  obligated  under  an  agreement  with  Bruce A. Berman for
     $16,746  per  month the purchase of Merchant Processing International, Inc.
     in  2007.
(5)  The company  is  obligated  under repayment agreements to other vendors for
     services  performed  in  2008.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Description                                                                 Page
-----------                                                                 ----

Report of Independent Registered Public Accounting Firm.....................F-18

Consolidated Balance Sheets.................................................F-19

Consolidated Statements of Operations.......................................F-20

Consolidated Statements of Changes in Shareholders' Interest................F-21

Consolidated Statements of Cash Flows.......................................F-22

Notes to Consolidated Financial Statements..................................F-23

                                   Page 17
<PAGE>
                              GRUBER & COMPANY LLC

REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

The  Board  of  Prepaid  Card  Holdings,  Inc.

We  have  audited  the  accompanying  consolidated balance sheet of Prepaid Card
Holdings,  Inc.  as of December 31, 2008 and 2007, and the related statements of
operations, stockholders' equity and cash flows for the years then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material misstatement. The Company is not required to
have,  nor  were  we  engaged  to perform, an audit of its internal control over
financial  reporting.  Our audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion. An audit includes examining
on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures in the
financial statements. An audit also includes assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial  statement presentation. We believe that our audit provides a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of the Company  as at December 31,
2008  and  2007  and the results of its' operations and its' stockholders equity
and  cash  flows  for  the  years  then  ended,   in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going concern. As discussed in the notes to the financial
statements,  the  Company  has  a  negative equity and substantial losses. These
items  among others, raises substantial doubt about its ability to continue as a
going  concern.  These  financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.



Gruber  &  Company  LLC
Lake  St.  Louis  MO  63367
February  27,  2009

                                      F-18
<PAGE>


                          PREPAID CARD HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2008

ASSETS                                  DECEMBER 31,    DECEMBER 31,
Current Assets:                         2008            2007
                                        --------------  --------------
  Cash and Cash Equivalents             $      83,011   $     577,331
  Accounts Receivable                          79,472               -
  Prepaid Expenses                             33,100               -
                                        --------------  --------------
Total Current Assets                    $     195,583   $     577,331

Fixed Assets - net                      $       4,420           3,973

Other Assets:
  Deposits                                     10,000               -
                                        --------------  --------------
Total Other Assets                      $      10,000   $           -
                                        --------------  --------------
Total Assets                            $     210,003   $     581,304
                                        ==============  ==============

Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable and
    Accrued Expenses                    $               $       3,454
  Interest Payable - related party              2,768               -
  Notes Payable - related party               197,269
  Notes Payable                                58,551
  Accrued Derivative Liability                      -
                                        --------------  --------------
Total Current Liabilities               $     530,687   $       3,454

Long Term Liabilities:
  Note Payable - related party          $     466,960   $
  Note Payable                                124,338
                                        --------------  --------------
Total Long Term Liabilities             $     591,298   $
                                        --------------  --------------
Total Liabilities                       $   1,121,985   $       3,454

Stockholders Equity:
Common Stock, authorized
  1,000,000,000 shares,
  403,903,890 and
  476,873,587 issued and
  outstanding @.001 per share           $     403,904   $     476,874
Subscription Receivable                             -        (114,163)
Additional Paid in Capital                  2,057,597         935,569
Retained Deficit                           (3,373,483)       (720,430)
                                        --------------  --------------

Total Stockholders' Equity (Deficit)    $    (911,982)  $     577,850
                                        --------------  --------------

Total Liabilities and Stockholders
  Equity (Deficit)                      $     210,003   $     581,304
                                        ==============  ==============

   The accompanying notes are an integral part of these financial statements.


                                      F-19
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2008

                                      FOR  THE  YEAR  ENDED
                                      ----------------------------
                                      DECEMBER       DECEMBER
                                      31, 2008       31, 2007
                                      -------------  -------------
Revenues
Card Operations                       $    614,793   $          -
  Processing Services                      404,103        937,996
                                      -------------  -------------
Total Revenues                           1,018,896        937,996
  Cost of Revenues                         425,346        298,003
                                      -------------  -------------
Gross Profit                               593,550        639,993

Expenses:
  Sales                                  1,214,914        731,495
  Professional Fees                        784,219        116,538
  General and Administrative             1,167,261        418,941
  Related Party Expense-Rent                82,161         77,592
                                                 -
                                      -------------
Total                                    3,248,555      1,344,566
Profit (Loss) from operations           (2,655,005)      (704,573)

Other income                                 1,952

Net Profit (Loss)                     $ (2,653,053)  $   (704,573)
                                      =============  =============
Profit (Loss) per share               $     (.0070)  $     (.0060)
                                      =============  =============

Weighted Average Shares Outstanding    377,763,729    116,515,560
                                      =============  =============

   The accompanying notes are an integral part of these financial statements.


                                      F-20
<PAGE>


<TABLE>
<CAPTION>

                                                   PREPAID CARD HOLDINGS, INC.
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                   YEAR ENDED DECEMBER 31, 2008

<S>                    <C>            <C>         <C>     <C>      <C>           <C>       <C>          <C>           <C>

                                                                                           Addit-
                       Common Stock               Preferred Stock  Subscr-       Subscr-   ional        Retained
                       -------------------------  ---------------  iption        iption    Paid in      Earnings
                       Shares         Amount      Shares  Amount   Receivable    Payable   Capital      (Deficit)     Total
                       -------------  ----------  ------  -------  ------------  --------  -----------  ------------  ------------
Balance January
1, 2007                  12,529,839   $  12,530                                            $  (20,000)  $   (15,857)  $   (23,327)
Stock issued for cash    21,750,000      21,750                                               713,250                     735,000
Shares Receivable         2,531,250       2,531                       (114,163)               111,632
Shares issued for
services                  2,062,500       2,063                                               121,687                     123,750
Stock issued for
debt                     13,000,000      13,000                                                 9,000                      22,000
Stock issued for
founder                 425,000,000     425,000                                                                           425,000
Net (Loss) for the
year ended December
31, 2007                                                                                                   (704,573)     (704,573)
                       -------------  ----------  ------  -------  ------------  --------  -----------  ------------  ------------

Balance December
31, 2007                476,873,589   $ 476,874                       (114,163)         -     935,569      (720,430)      577,850

Shares for
Combination              22,500,000      22,500                                              (732,348)                   (709,848)

Subscription Cash
Received                                                               114,163                                            114,163

Shares for Cash          29,187,500      29,188                                             1,400,049                   1,429,237

Shares returned to
Treasury               (127,500,000)   (127,500)                                              127,500                           -

Shares Issued for
Services                  3,342,801       3,342                                               326,327                     329,669

Shares Cancelled           (500,000)       (500)                                                  500                           -

Net (Loss) for the
year ended December
31, 2008                          -           -        -        -            -          -           -    (2,653,053)   (2,653,053)
                       -------------  ----------  ------  -------  ------------  --------  -----------  ------------  ------------

Balance December
31, 2008                403,903,890   $ 403,904        -  $     -  $         -   $      -  $2,057,597   $(3,373,483)  $  (911,982)
                       =============  ==========  ======  =======  ============  ========  ===========  ============  ============
<FN>

                            The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      F-21
<PAGE>

                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2008

                                            FOR THE YEAR ENDED
                                            DECEMBER  31,
Cash Flows from Operating Activities:       2008          2007
                                            ------------  ----------
Net (Loss) for the period:                  $(2,653,053)  $(704,573)
Depreciation                                      1,272       3,076
Common Stock issued                             352,169     548,750
Changes in Assets and Liabilities
Accounts Receivable                             (79,472)
Prepaid Expenses and Deposits                   (43,100)      2,346
Accounts Payable and Accrued Expenses           268,645     (28,771)
                                            ------------  ----------
  Net Cash flows used for
    Operating Activities                     (2,153,539)   (179,172)
Cash Flows Used for Investing Activities                          -
Business Combination and Fixed Assets          (734,067)     (1,319)
Cash Flows from Financing Activities
Stock issued for Debt                                        22,000
Issuance of notes                             1,288,782           -
Repayments on notes                            (438,896)
Proceeds from the Issuance of Common Stock    1,429,237     735,000
Collection of subscription Receivable           114,163           -
                                            ------------  ----------
Net Cash Flows from Financing Activities      2,393,286     757,000
                                            ------------  ----------

Net Increase (Decrease) in cash                (494,320)    576,509

Cash-beginning                                  577,331         822
                                            ------------  ----------
Cash-end                                    $    83,011   $ 577,331
                                            ============  ==========

Supplemental disclosures:
Interest Paid                               $    35,002   $       -
Income Taxes paid                           $         -   $       -

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-22
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2008

NOTE  1  -  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

Organization and Line of Business
---------------------------------

Prepaid  Card  Holdings, Inc. formerly Berman Holdings, Inc. (the "Company") was
incorporated  under  the name Nately National Corporation in the state of Nevada
on October 8, 1986 and then changed its name National Health Care Alliance, Inc.
The  Company was dormant until October 11, 2007 when the Company acquired Berman
Marketing Group, a wholly owned subsidiary as its operating business. In October
2007  the  name  was  changed from National Health Care Alliance, Inc. to Berman
Holdings,  Inc.  In  March  of  2008  the  Company  acquired Merchant Processing
International, from a related party, and it became a wholly owned subsidiary. In
May  of  2008  the  Company changed its name to Prepaid Card Holdings, Inc.  The
company  trades  under  the  symbol  PPDC  on  the  pink  sheets.

The  Company  is  in the prepaid general use debit, ATM, POS and signature based
card  market.  The  Company's  primary  target  audience  is  the non banked and
underserved  individuals  in  the  country.

Basis  of  Presentation/Going  Concern
--------------------------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate continuation of the Company as a going concern. The
Company  has  incurred  losses and has a negative equity. These conditions raise
substantial  doubt  as  to the Company's ability to continue as a going concern.
These  consolidated  financial  statements  do  not include any adjustments that
might  result from the outcome of this uncertainty. These consolidated financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  asset  amounts,  or  amounts and classification of
liabilities  that might be necessary should the Company be unable to continue as
a  going  concern.  The accompanying consolidated financial statements have been
prepared  on  the  accrual  basis  of  accounting  in accordance with accounting
principles  generally  accepted  in  the  United  States.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries  Berman  Marketing  Group,  Inc  and  Merchant
Processing  International.  All material inter-company balances and transactions
have  been  eliminated  on consolidation. The acquisition of Merchant Processing
International  has  been  accounted  for  as  a  transfer of assets under common
control,  and  accordingly  is  accounted  for  in  all  periods  presented.
For  2007  the  financial  includes  the  activity  of  Merchant  Processing
International  which  was  the  only  operating  company  during  that  period.

Stock  Based  Compensation
--------------------------

SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  establishes  and
encourages  the use of the fair value based method of accounting for stock-based
compensation  arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of grant and is
recognized  over  the  periods  in which the related services are rendered.  For
stock

                                      F-23
<PAGE>
based compensation the Company recognizes an expense in accordance with SFAS No.
123  and values the equity securities based on the fair value of the security on
the date of grant. For stock-based awards the value is based on the market value
for  the  stock  on  the date of grant. Stock option awards are valued using the
Black-Scholes  option-pricing  model.

During  the  period 3,342,801 shares were issued for services totaling $329,669.
These  shares  were  issued  from  April  4, 2008 to November 24, 2008 at market
prices  between  .04  and .14 cents per share to four individuals for consulting
services.

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  periods.  Actual  results  could  differ  from  these estimates.

Fair  Value  of  Financial  Instruments
---------------------------------------

For  certain  of  the  Company's  financial instruments, including cash and cash
equivalents, other current assets, accounts payable, accrued interest and due to
related  party,  the  carrying amounts approximate fair value due to their short
maturities.

Cash  and  Cash  Equivalents
----------------------------

For  purposes  of  the  statements  of  cash  flows,  the  Company  defines cash
equivalents  as  all highly liquid debt instruments purchased with a maturity of
three  months  or  less,  plus  all  certificates  of  deposit.

Concentration  of  Credit  Risk
-------------------------------

Financial  instruments,  which potentially subject the Company to concentrations
of  credit  risk, consist of cash and cash equivalents and accounts receivables.
The  Company  places  its  cash  with high quality financial institutions and at
times  may  exceed the FDIC $250,000 insurance limit. The Company extends credit
based  on an evaluation of the customer's financial condition, generally without
collateral.  Exposure  to losses on receivables is principally dependent on each
customer's  financial  condition.  The  Company monitors its exposure for credit
losses  and  maintains  allowances  for  anticipated  losses,  as  required.

Impairment  of  Long-Lived  Assets
----------------------------------

SFAS  No.  144  requires  that  long-lived  assets  to  be  disposed of by sale,
including those of discontinued operations, be measured at the lower of carrying
amount  or  fair  value  less  cost  to  sell,  whether  reported  in continuing
operations  or  in discontinued operations.  SFAS No. 144 broadens the reporting
of  discontinued  operations  to  include  all  components  of  an  entity  with
operations  that  can be distinguished from the rest of the entity and that will
be  eliminated  from  the  ongoing  operations  of  the  entity  in  a  disposal
transaction.  SFAS  No.  144  also  establishes  a  "primary-asset"  approach to
determine  the cash flow estimation period for a group of assets and liabilities
that  represents  the  unit  of accounting for a long-lived asset to be held and
used.


                                      F-24
<PAGE>
Revenue  Recognition
--------------------

The  company recognizes revenue both from merchant processing costs and activity
charges for card usage. These fees are transactionally based and recorded at the
time  of  occurrence.

For  the merchant processing services, the company receives revenues in the form
of  commissions  paid  resulting from a percentage of credit card volume for the
retailers  engaged.  This  revenue  is  recognized  on a monthly basis under the
accrual  basis  of  accounting.

For  the  Bank Freedom prepaid cards operations, we derive revenues through fees
charged  to  the  cardholders.  Those  sources  may  include:

-     Interchange
-     Bill  pay  fees
-     Domestic  and  International  ATM  transaction  fees
-     Debit  purchase  and  PIN  decline  fees
-     Monthly  maintenance  fees

These  fees  are  debited  on  the  card  and recognized as revenue immediately.

Income  Taxes
-------------

The  Company  accounts  for  income  taxes  in  accordance  with  SFAS  No. 109,
"Accounting  for  Income  Taxes."  Deferred  taxes are provided on the liability
method  whereby  deferred  tax  assets  are  recognized for deductible temporary
differences,  and  deferred tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are  the  differences between the reported
amounts  of  assets and liabilities and their tax bases. Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than  not  that  some  portion or all of the deferred tax assets will be
realized.  Deferred  tax  assets and liabilities are adjusted for the effects of
changes  in  tax  laws  and  rates  on  the  date  of  enactment.

Earnings  (Loss)  Per  Share
----------------------------

The  Company  reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings  per  Share."  Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common  shares  available. Diluted earnings (loss) per share is computed similar
to  basic  earnings (loss) per share except that the denominator is increased to
include  the number of additional common shares that would have been outstanding
if  the  potential  common  shares  had been issued and if the additional common
shares  were  dilutive. Diluted earnings (loss) per share has not been presented
since  the  effect of the assumed conversion of options and warrants to purchase
common  shares  would  have  an  anti-dilutive  effect.

Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  December  2007,  the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)).  This  Statement  provides  greater  consistency  in the accounting and
financial  reporting  of business combinations. It requires the acquiring entity
in  a  business  combination  to  recognize  all assets acquired and liabilities
assumed  in  the transaction, establishes the acquisition-date fair value as the
measurement  objective  for  all  assets  acquired  and liabilities assumed, and
requires  the  acquirer  to  disclose  the  nature  and  financial effect of the
business  combination.  FAS 141(R) is effective for fiscal years beginning after

                                      F-25
<PAGE>
December  15, 2008.  We will adopt FAS 141(R) no later than the first quarter of
fiscal 2009 and are currently assessing the impact the adoption will have on our
financial  position  and  results  of  operations.

In  December  2007,  the  FASB  issued SFAS No. 160. Noncontrolling Interests in
Consolidated  Financial  Statements  (FAS 160). This Statement amends Accounting
Research  Bulletin  No.  51,  Consolidated  Financial  Statements,  to establish
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal  years  beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2009 and are currently assessing the impact the
adoption  will  have  on  our  financial  position  and  results  of operations.

In  February  2007,  the  FASB  issued  SFAS  No. 159, The Fair Value Option for
Financial  Assets and Financial Liabilities, which permits entities to choose to
measure  at  fair  value  eligible financial instruments and certain other items
that  are  not  currently  required  to  be measured at fair value. The standard
requires  that  unrealized  gains  and  losses on items for which the fair value
option  has  been  elected  be reported in earnings at each subsequent reporting
date.  SFAS  No.  159 is effective for fiscal years beginning after November 15,
2007. We adopted SFAS No. 159 in the first quarter of fiscal 2008.  The adoption
of  SFAS  No.  159  had  no  effect  on  our  financial  position and results of
operations.

In  September  2006,  the  FASB  issued  SFAS No. 158, Employers' Accounting for
Defined  Benefit  Pension  and  Other Postretirement Plans, an amendment of FASB
Statements  No.  87,  88,  106,  and  132(R). SFAS No. 158 requires company plan
sponsors  to display the net over- or under-funded position of a defined benefit
postretirement  plan  as  an  asset  or  liability,  with any unrecognized prior
service  costs,  transition  obligations or actuarial gains/losses reported as a
component  of  other comprehensive income in shareholders' equity.  SFAS No. 158
is  effective  for  fiscal  years ending after December 15, 2006. We adopted the
recognition  provisions  of  SFAS  No.  158  as  of the end of fiscal 2007.  The
adoption  of  SFAS  No.  158  did  not have an effect on the Company's financial
position  or  results  of  operations.

In  September  2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS
No.  157  establishes a framework for measuring fair value in generally accepted
accounting  principles,  clarifies  the  definition  of  fair  value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair  value  measurements.  However,  the application of SFAS No. 157 may change
current  practice  for  some  entities.  SFAS No. 157 is effective for financial
statements  issued  for  fiscal  years  beginning  after  November 15, 2007, and
interim  periods within those fiscal years. We adopted SFAS No. 157 in the first
quarter of fiscal 2008. There was no impact with the adoption of SFAS No. 157 on
our  financial  position  and  results  of  operations.

In  July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in  Income  Taxes  - an interpretation of FASB Statement No. 109 (FIN 48).  This
interpretation  clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part  of  the  benefit  of  that  position  to  be recognized in an enterprise's
financial  statements  and also provides guidance on measurement, derecognition,
classification,  interest  and  penalties,  accounting  in  interim  periods,
disclosure and transition.  FIN 48 is effective for fiscal years beginning after
December  15,  2006,  but  earlier  adoption  is  permitted.  We  adopted FIN 48
effective  first  quarter  of fiscal 2007.  There was no impact on our financial
position  and  results  of  operations  upon  the  adoption  of  FIN  48.

NOTE  2  -  RELATED  PARTY  TRANSACTIONS

The  Company  issued 22,500,000 shares of stock, for the acquisition of Merchant
Processing International, an entity who was owned by the majority stockholder of
the  Company.

                                      F-26
<PAGE>
The company owes on a note a related party, its President $664,229 with interest
at  5%  due  over  48  months  starting  July  1,  2008.

The  Company  was obligated under a sub-lease arrangement with Berman Investment
Group, a related party for hardware and software which expired in November 2008.
Monthly terms approximate $1,800 a month. There were no expenses incurred during
the  period.

The  Company  also  sub-leased its rental space from Berman Investment Group, an
entity  owned by a related party now for approximately $3,500 per month.  During
the  years  ended  December  31,  2008 and 2007 $82,161 and $77,592 was incurred
respectively  and  shown  as  related  party  expenses  in  the  profit and loss
statement.

The Company has also engaged Berman Investment Group (BIG) as a consultant.  The
Company  is  also  required to reimburse BIG for costs incurred, however BIG has
not  incurred any costs resulting from the consulting agreement and is currently
not  seeking  reimbursement.

NOTE  3  -  BUSINESS  COMBINATION

The  Company has accounted for the acquisition of Merchant Processing, Inc. as a
business  combination  under  common  control  on  the  amount paid for Merchant
Processing  International  in  excess  of  its  book  value.  The Company issued
22,500,000 shares of stock, valued at par, due to the related party interest, of
$22,500  and  incurred  a  note  payable  for  $750,000,  the total of which was
$772,500.  This  amount  exceeded  the  book value by $732,348 which was charged
against  additional  paid  in  capital.

NOTE  4  -  ACCOUNTS  RECEIVABLE

The Company has accounts receivable from Banks on the amounts transacted for the
previous  month,  consisting  of  processing  fees  and  charges.

NOTE  5  -  FIXED  ASSETS

     Furniture and Fixtures      $ 8,648
     Computers                     3,682
     Total                        12,330
                                 --------

     Accumulated Depreciation     (7,910)

     Net Fixed Assets            $ 4,420

     Depreciation expense in 2008 and 2007 was $1,272 and $3,076 respectively.

NOTE  6  -  NOTE  PAYABLE

Related  Party
--------------

The  Company  is  indebted  to  its  main  shareholder  for  the purchase of the
subsidiary  for  $664,229 payable over 41 months with interest at 5%.  There was
accrued  interest  at December 31, 2008 of $2,768.  The interest expense is also
included  in  the  general  and  administrative  expenses  in  the  statement of
operations.  Effective  January 1, 2009, the interest rate was reduced to 3.25%.


                                      F-27
<PAGE>
NOTE  7  -  COMMON  STOCK  TRANSACTIONS

During  the  first  quarter  2008 the Company issued 33,000,000 shares of stock,
22,500,000  shares  for  the  purchase  of  the  subsidiary  and  the balance of
10,500,000  shares  for  $500,000  cash.  Also  during  the quarter subscription
receivables  of  $114,163  were  collected.

During  the  second  quarter  of  2008  the company issued 10,992,803 shares and
cancelled  500,000 shares for a net increase of 10,492,803 shares. Of the shares
issued  9,000,000  were  issued for cash of $450,000, and 1,992,803 for services
totaling  $188,732

During  the  third  quarter  of  2008  the  company issued 10,600,000 shares and
returned  to  Treasury  127,500,000  shares. Of the shares issued 9,500,000 were
issued  for  cash  of  $475,000,  and  1,100,000 for services totaling $126,000.

During  the  fourth  quarter  of 2008 the company issued 437,500 shares.  Of the
shares  issued, 187,500 were issued for cash of $4,688, and 250,000 for services
totaling  $14,688.

NOTE  8  -  INCOME  TAXES

Income  taxes  are  accounted  for  in  accordance with SFAS 109, Accounting for
Income  Taxes,  using  the  asset and liability method.  Deferred tax assets and
liabilities  are  recognized  for  the  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and  their respective tax bases and tax credit carry forwards.
Deferred  tax  assets  and  liabilities  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income  in  the  year in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period,  that  includes  the  enactment  date.

The  Company  has  a net loss carry forward equal to approximately $700,000. The
deferred tax asset related to this carry forward has been reserved in full based
upon  the weight of available evidence, that it is more likely than not that the
deferred  tax  assets  will  not  be  realized.

NOTE  9  -  SUBSEQUENT  EVENTS

In  2009 the Company's president reduced his salary approximately 70% commencing
February  1,  2009.

In  2009 the Company's executive vice president and vice-president reduced their
salaries  approximately  30%  and  28%  respectively.

Also in 2009 the Company granted 5,000,000 warrants at an exercise price of .025
and  10,000,000  warrants  were  re-  priced  at  .025.

In  2009  the  Company  received  notice  of  a  lawsuit  alleging  breach  of a
contractual  relationship involving shares of stock for services. The Company is
diligently  defending this lawsuit and feels there is no merit to its action and
even  in the event of an adverse outcome, such outcome would not have a material
effect  on  the  business.




                                      F-28
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

None.


ITEM  9A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  disclosure  controls  and  procedures
        -----------------------------------------------------

Our  management,  including our Chief Executive and Principal Financial Officer,
evaluated  the  effectiveness  of  the  design  and  operation of our disclosure
controls  and  procedures (as defined in Securities Exchange Act Rules 13a-15(e)
and  15d-15(e)) as of December 31, 2008.  Our disclosure controls and procedures
are  designed  to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is
recorded, processed, summarized, and reported, within the time periods specified
in  the  Commission's  rules  and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information  required  to be disclosed by an issuer in the reports that it files
or  submits  under  the  Act  is  accumulated  and  communicated to the issuer's
management,  including its principal executive and principal financial officers,
or  persons  performing  similar  functions,  as  appropriate  to  allow  timely
decisions  regarding  required  disclosure.  Based on this evaluation, our Chief
Executive and Principal Financial Officer concluded that our disclosure controls
and  procedures  were  not  effective  as  of  December  31,  2008.

(b)     Management's  Report  on  Internal  Control  over  Financial  Reporting
        -----------------------------------------------------------------------

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  as defined in Rules 13a-15(f) and 15d-a5(f)
under  the  Exchange  Act.  Our  internal  control  over  financial reporting is
designed  to provide reasonable assurance regarding the reliability of financial
reporting  and  the preparation of financial statements for external purposes in
accordance  with  U.S.  GAAP.  Our  internal  control  over  financial reporting
includes  those  policies and procedures that: (i) pertain to the maintenance of
records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the
transactions  and  dispositions of our assets; (ii) provide reasonable assurance
that  transactions  are recorded as necessary to permit preparation of financial
statements  in  accordance with GAAP, and that our receipts and expenditures are
being  made  only  in  accordance  with  authorizations  of  our  management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection  of  unauthorized  acquisition,  use of disposition of our assets that
could  have  a  material  effect  on  the  financial  statements.

Because  of  its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with  the  policies  or  procedures  may  deteriorate.

Under  the  supervision  of our Chief Executive Officer, our management assessed
the  effectiveness  of  our  internal  control  over  financial  reporting as of
December  31, 2008.  In making this assessment, management used the criteria set
forth  in  Internal  Control-Integrated  Framework  issued  by  the Committee of
Sponsoring  Organizations of the Treadway Commission.  Based on this assessment,
our  management has concluded that our internal control over financial reporting
was ineffective as of December 31, 2008 and there are material weaknesses in our
internal control over financial reporting.  A material weakness is a deficiency,
or  a  combination  of  control deficiencies, in internal control over financial
reporting  such  that  there  is  a  reasonable  possibility

                                   Page 29
<PAGE>
that  a material misstatement of our annual or interim financial statements will
not  be  prevented  or  detected  on  a  timely  basis.

The  material weaknesses relate to the limited number of persons responsible for
the  recording and reporting of financial information, the lack of separation of
financial  reporting  duties,  and  the  limited  size of our management team in
general.  We  are  in  the  process evaluating methods of improving our internal
control  over  financial reporting, including the possible addition of financial
reporting  staff  and  the  increased  separation  of  financial  reporting
responsibility, and intend to implement such steps as are necessary and possible
to  correct  these  material  weaknesses.

This  annual  report  does  not  include an attestation report of our registered
public  accounting  firm  regarding  internal  control over financial reporting.
Management's  report  was  not  subject  to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only  management's  report  in  this Annual Report on Form 10-K.  Our registered
public  accounting firm will not be required to opine on internal controls until
fiscal  2010.

(c)     Change  in  Internal  Controls
        ------------------------------

There  were  no  changes in our internal control over financial reporting during
the  quarter  ended  December  31,  2008,  that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


ITEM  9B.  OTHER  INFORMATION

None.


                                   Page 30
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTOR AND EXECUTIVE OFFICER SUMMARY

The following table sets forth the names, ages, and principal offices and
positions of our current directors, executive officers, and persons we consider
to be significant employees.  The Board of Directors elects our executive
officers annually.  Our directors serve one-year terms or until their successors
are elected, qualified and accept their positions.  The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors.  There are no family relationships or understandings between any of
the directors and executive officers.  In addition, there was no arrangement or
understanding between any executive officer and any other person pursuant to
which any person was selected as an executive officer.

     NAME OF DIRECTOR OR OFFICER  AGE  POSITION

     Bruce Berman                  51  Chief Executive Officer,
                                       Chairman of the Board of Directors,
                                       and Principal Financial Officer

     Robert Christiansen           47  Executive Vice President of Business
                                       Development and Director
     Rick Galasieski               34  Vice President, Secretary and Director

EXECUTIVE OFFICER AND DIRECTOR BIOS

BRUCE BERMAN: Chief Executive Officer, Chairman of the Board of Directors, and
Principal Financial Officer

In  2001,  Mr. Berman founded Berman Investment Group LLC ("BIG").  From 2003 to
2007 at BIG, Mr. Berman led the development and marketing of over $20,000,000 in
financial  empowerment  books and CDs, including his book, "I Got Here.  You Can
Too!"(R), a book on how to start, fund, and run companies that has approximately
500,000  copies  in  circulation,  and  15  financial  empowerment  CD's  with
approximately  3,000,000 copies in circulation targeted at a similar demographic
as  Bank  Freedom consisting of Credit and Debt Repair, Internet Marketing, Real
Estate,  Sales,  Negotiating,  using  eBay,  Being  Your Own Boss, and  Residual
Income.  He  wrote,  produced,  performed,  and aired ten TV commercials, twenty
radio commercials and was responsible for the purchasing and airing over 100,000
spots  specifically  targeted  at  a  similar  demographic.

Mr. Berman was nominated by Sprint(R) for the Ernst & Young "Entrepreneur of the
Year  Award"  for  a  technology development company he founded in 1999 and took
public  in  2000.


During  1990  to  2000 Mr. Berman was a business consultant.  Mr. Berman advised
companies  on  formation,  capital  raising,  investor  relations,  mergers  and
acquisitions,  marketing  growth  and becoming public.  Although he never held a
securities  license,  Mr.  Berman  was  the beneficial owner of an NASD licensed
broker-dealer  he  started  in  1999.  Other Companies founded and headed by Mr.
Berman  include

                                   Page 31
<PAGE>
TAEI,  a  pioneer  in wind energy development in the US from 1983 to 1988,  With
TAEI,  he  purchased  several  companies  within  the  industry including a NASD
licensed  broker  dealer,  a  licensed  construction company and a manufacturing
facility which in a few short years employed over 100 staff. Two years after the
federal  and state tax credits financing wind energy expired in 1985, TAEI ended
up  in  chapter 11 bankruptcy in 1987.   For approximately a year Mr. Berman was
the court-appointed trustee and negotiated the resolution of tens of millions of
dollars  worth  of contracts.  Eventually the company went chapter 7.  From 1980
to  1983,  Mr.  Berman  co  founded  Cal  American Leasing, an equipment leasing
company.

ROBERT  CHRISTIANSEN:  Executive  Vice  President  of  Business  Development and
Director

In  addition  to  serving  as  Chief  Operating  Officer  of  the  Company,  Mr.
Christiansen is vice president of BIG and Bank Freedom.  Prior to joining Berman
Investment  Group  in  June  of  2006,  Mr.  Christiansen  founded  and operated
NightShift  Design,  an  internet  consulting  firm  focused  on internet retail
properties  while leveraging SEO, affiliate, and PPC marketing programs to drive
sales,  from  2002  to  2006.  In  2000,  Mr. Christiansen launched the Southern
California  operations  of  All  Bases  Covered,  Inc, a professional consulting
company  focused  on small business technology services.  From 2000 to 2002, Mr.
Christiansen  grew  the  western region of All Bases Covered from 10 to over 400
employees in 10 western states, and revenues from $0 to $40 million in two years
through  organic  growth  and  acquisition.  He developed and executed corporate
marketing  plan  and  implemented  national  sales training and operational best
practices programs based on successes.  From 1986 to 2000, Mr. Christiansen held
various  positions including VP of Consulting Services for Artios Corporation, a
technology  provider  for  then  international  paper  industry.

RICK  GALASIESKI:  Vice  President  and  Director

Rick  Galasieski  serves  as  Vice  President  and  director of the Company.  He
previously  served  as Vice President of Internet Marketing for Berman Marketing
Group,  Inc.  In  2002 Mr. Galasieski founded Epic Results, Inc., an interactive
internet  marketing firm specializing in driving keyword targeted traffic to web
properties,  which  he  ran  until  joining  the  Company  in  2007.  In 2000 he
co-founded  EdgeFocus,  Inc.,  which  was  acquired  by  Wireless Logic Group, a
leading  supplier  of  Wi-Fi  services  to  multi-dwelling  units  across  the
Southwestern  United  States.  From  2000  to  2002,  he  served  as  their Vice
President  of  Operations  and  Strategic  Development.

In  1998  Mr.  Galasieski co-founded Broadband Digital Group, Inc.  From 1998 to
2000, he was instrumental in growing this company from its inception to over 200
employees,  which  was  acquired  by  Winfire,  Inc., and grew to the number six
broadband company in the United States at the time.  The company had over 50,000
active  DSL  subscribers  and  over  500,000  desktop  software clients when the
subscriber  base  was  sold  off  to  the regional bell operating companies. Mr.
Galasieski  received  his  BS  in  Marketing  from  Arizona  State  University.

OTHER  SIGNIFICANT  EMPLOYEES  AND  CONSULTANTS

In  addition  to  the above listed Executive Officers and Directors, we consider
the  following  non-executive  officers to be instrumental to the conduct of our
business:

JOHN  WEBER,  JR.:  Head  of  Accounting  Advisory  Board

Mr.  Weber joined the Company on May, 26, 2008 and served as the Vice Present of
Finance  and  Vice  President  of  Compliance  for  the  Company and each of the
Company's  subsidiaries  until  his resignation.  He currently serves as Head of
the  Company's  Accounting  Advisory  Board.  From  2002  until  he  joined

                                   Page 32
<PAGE>
the  Company, Mr. Weber served as a Corporate Auditor / Investigator for Boeing.
At  Boeing,  he  assessed  the  control  environment around financial reporting,
compliance,  and  operations  for  various  Boeing businesses.  In addition, Mr.
Weber  worked  directly  with  Boeing  Legal and Ethics divisions to investigate
allegations  that  potentially compromised the control environment and Corporate
Governance  at  Boeing.  His  responsibilities  included  the assessment of risk
around  financial  controls, compliance, operations and the effectiveness of the
Corporate  Governance  of  the company.  Mr. Weber was instrumental in executing
compliance  measures  with  respect  to  the  requirements  of  Sarbanes-Oxley,
including  creating  and  monitoring  Boeing's  internal controls over financial
reporting,  and  verifying  the  truth  and  accuracy  of  financial  statement
assertions.  He  also  has  extensive  experience in auditing the preparation of
public company financial statements, including forecasts.  From 2000 to 2002, he
was  a  Senior  Financial  Analyst  for  the  Intermodal Services Division of GE
Capital,  where  he was responsible for forecasting, profit and loss statements,
analyzing  actual  results  and  providing analysis between forecast and actual.

Mr.  Weber  received  a  Masters  of  Business  Administration  in  Finance from
Pepperdine  University,  and a Bachelor of Business Administration in Accounting
from  Gonzaga  University.  He  is a Certified Public Accountant in the State of
California.

We  are  currently  in  the  process  of  renegotiating  Mr.  Weber's consulting
agreement.  However  there  can  be  no  assurances  that  we  will  be  able to
successfully  retain Mr. Weber's consulting services on acceptable terms.  If we
are  unable  to successfully renegotiate Mr. Weber's agreement, we will not have
anyone  under  contract  or employed qualified to assist us in timely filing our
periodic  reports,  and  we  will  have  to  find  a  replacement.

LEGAL  AND  DISCIPLINARY  HISTORY

No  officer,  director or control person of the Company has been the subject of:

1.   A conviction  in a criminal proceeding or named as a defendant in a pending
     criminal  proceeding  (excluding  traffic  violations  and  other  minor
     offenses);

2.   The entry  of  an  order,  judgment,  or decree, not subsequently reversed,
     suspended or vacated, by a court of competent jurisdiction that permanently
     or  temporarily  enjoined,  barred,  suspended  or  otherwise  limited such
     person's  involvement  in any type of business, securities, commodities, or
     banking  activities;

3.   A finding  or  judgment  by  a  court of competent jurisdiction (in a civil
     action),  the  Securities  and  Exchange  Commission, the Commodity Futures
     Trading  Commission,  or  a  state  securities  regulator of a violation of
     federal  or  state securities or commodities law, which finding or judgment
     has  not  been  reversed,  suspended,  or  vacated;  or

4.   The entry of an order by a self-regulatory organization that permanently or
     temporarily  barred,  suspended  or  otherwise  limited  such  person's
     involvement  in  any  type  of  business  or  securities  activities.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  of 1934 (the "Exchange Act")
requires  our  directors and officers, and persons who own more than ten percent
of  the  Common Stock to file reports of ownership and changes in ownership with
the  Securities  and  Exchange  Commission  ("SEC")  and  the  American

                                   Page 33
<PAGE>
Stock  Exchange.  SEC  regulations  require reporting persons to furnish us with
copies  of  all  Section  16(a)  forms  they  file.

Based  solely on our review of the copies of the Forms 3, 4 and 5 and amendments
thereto  furnished  to  us  by  the persons required to make such filings during
fiscal  2008  and  our own records, we believe that Mr. Berman, Mr. Christiansen
and  Mr.  Galasieski  each  failed  to  file  timely  a Form 3 to report initial
beneficial  ownership.

CORPORATE  GOVERNANCE.

We  have  not  adopted  a  code  of  ethics  do  date.  We are in the process of
evaluating  the standards of conduct necessary for the deterrence of malfeasance
and  the  promotion  of  ethical  conduct and accountability, and will determine
whether  a  code  of  ethics  is  necessary  based  on  our  evaluation.

The  Company  does not have a standing Nominating Committee.  There have been no
changes to the procedures whereby security holders may recommend nominees to the
registrant's  board  of  directors.

The Company is not a "listed issuer" as defined by Rule 10A-3, and does not have
a  standing  Audit  Committee.  We do not have a financial expert serving on our
board  of  directors.


ITEM  11.  EXECUTIVE  COMPENSATION

COMPENSATION  DISCUSSION  AND  ANALYSIS

Objectives  and  Philosophy  ofour  Executive  Compensation  Program
--------------------------------------------------------------------

We  do  not have a standing compensation committee.  Our board of directors as a
whole  makes  the  decisions  as  to  employee  benefit programs and officer and
employee  compensation.  The  primary  objectives  of our executive compensation
programs  are  to:

-    attract,  retain  and  motivate  skilled  and  knowledgeable  individuals;
-    ensure  that  compensation  is  aligned  with  our corporate strategies and
     business  objectives;
-    promote the achievement of key strategic and financial performance measures
     by  linking  short-term  and  long-term  cash  and equity incentives to the
     achievement  of  measurable corporate and individual performance goals; and
-    align executives'  incentives  with  the  creation  of  stockholder  value.

To  achieve  these  objectives,  our  board of directors evaluates our executive
compensation  program  with the objective of setting compensation at levels they
believe  will allow us to attract and retain qualified executives.  In addition,
a  portion  of  each  executive's overall compensation is tied to key strategic,
financial  and  operational  goals  set  by  our  board  of  directors.  We also
generally provide a portion of our executive compensation in the form of options
that  vest  over time, which we believe helps us retain our executives and align
their  interests  with  those  of our stockholders by allowing the executives to
participate  in  our  longer term success as reflected in asset growth and stock
price  appreciation.

Named  Executive  Officers
--------------------------

The  following  table  identifies our principal executive officer, our principal
financial officer and our most highly paid executive officers, who, for purposes
of this Compensation Disclosure and Analysis only, are referred to herein as the
"named  executive  officers."

                                   Page 34
<PAGE>
     Name                   Corporate Office
     -------------------    -------------------------------
     Bruce Berman           Chief Executive Officer
                            and Principal Financial Officer

     Robert Christiansen    Executive Vice President
                            of Business Development

     Rick Galasieski        Vice President


Components of our Executive Compensation Program
------------------------------------------------

At  this  time,  the  primary elements of our executive compensation program are
base salaries and option grant incentive awards, although the board of directors
has  the  authority  to  award  cash  bonuses,  benefits  and  other  forms  of
compensation  as  it  sees  fit.

We  do  not  have  any  formal  or  informal  policy  or  target  for allocating
compensation  between  short-term  and  long-term compensation, between cash and
non-cash  compensation  or  among  the different forms of non-cash compensation.
Instead, we have determined subjectively on a case-by-case basis the appropriate
level and mix of the various compensation components.  Similarly, we do not rely
extensively  on  benchmarking  against  our  competitors  in making compensation
related  decisions, although we may consider industry compensation trends as one
of  many  factors  in  our  case-by-case  determination  of proper compensation.

Base  salaries
--------------

Base  salaries  are  used  to  recognize  the  experience, skills, knowledge and
responsibilities  required  of  our  named executive officers.  Base salary, and
other components of compensation, may be evaluated by our board of directors for
adjustment  based  on  an  assessment  of  the  individual's  performance  and
compensation  trends  in  our  industry.

Equity Awards
-------------

Our  stock  option  award  program is the primary vehicle for offering long-term
incentives  to  our  executives.  Our equity awards to executives have typically
been made in the form of warrants.  We believe that equity grants in the form of
warrants provide our executives with a direct link to our long-term performance,
create  an  ownership culture, and align the interests of our executives and our
stockholders.  The  Company  has  issued  a  total of 15,500,000 warrants to its
current  employees.

We have issued 15,000,000 warrants to Rick Galasieski, an executive officer, in
three separate issuances of 5,000,000 warrants each.  5,000,000 warrants will
vest annually in three equal installments beginning in May, 2009, at an exercise
price of $0.025, and will terminate immediately upon termination of employment
for cause, or 5 years from vesting otherwise.  5,000,000 were issued pursuant to
an employment agreement on August 8, 2008; they vest on August 8, 2009 at an
exercise price $0.025 and are valid for 5 years after vesting date.  The
exercise price and period of validity of the initial 10,000,000 warrants were
changed to their current levels on February 9, 2009, in consideration for Mr.
Galasieski agreeing to an increase in duties and temporary decrease in salary.
An additional 5,000,000 warrants were issued on February 9, 2009 after he was
named director & Vice President on February 3, 2009.  These warrants vest on
February 3, 2010 at an exercise price $0.025 and are valid for 5 years after the
vesting date.

                                   Page 35
<PAGE>
We  have  also  issued  warrants  to  purchase 250,000 shares each to two of our
non-executive  officer  employees.  The  warrants  vest  after  one year and are
exercisable  for  five  years after vesting at an exercise price of $0.025.  The
warrants  vest  immediately  upon  change  in  control  of  the  Company.

During  the year, the Company also issued 5,000,000 warrants each to John Weber,
Jr.  and Ryan Guenthart, former executive officers who resigned during the year.
The vesting of these warrants was conditioned on their continued employment; the
warrants  terminated  prior  to  the  vesting  of  any  rights

The Company subsequently engaged Mr. Weber as a consultant, and issued 5,000,000
additional  warrants  to  him  pursuant  to  his consultation agreement with the
Company.  The  warrants  to Mr. Weber will vest 1,000,000 upon the Company being
accepted  to  the  OTCBB,  and  500,000 for each timely filing of the next eight
periodic  reports  beginning  with  the  quarterly  report  for the period ended
September  30,  2008.  The  Company had previously granted 5,000,000 warrants to
Mr.  Weber  contingent on his continued employment, but these warrants failed to
vest  prior  to  his  resignation.

Cash  bonuses
-------------

Our  board  of  directors  has the discretion to award cash bonuses based on our
financial  performance  and  individual  objectives.  The  corporate  financial
performance measures (revenues and profits) will be given the greatest weight in
this  bonus  analysis.  We  have  not  yet granted any cash bonuses to any named
executive  officer  nor have we yet developed any specific individual objectives
while we wait to attain revenue and profitability levels sufficient to undertake
any  such  bonuses.

Benefits  and  other  compensation
----------------------------------

Our  named  executive officers are permitted to participate in such health care,
disability  insurance,  bonus  and  other  employee  benefits plans as may be in
effect  with  the  Company  from  time  to  time  to the extent the executive is
eligible  under  the  terms of those plans.  As of the date of this Registration
Statement,  with  exception  to  health  care,  we have not implemented any such
employee  benefit  plans.  Mr.  Berman,  Mr.  Christiansen, and Mr. Galasieski's
health  care  costs  are  paid  by  the  company.

CURRENT  EXECUTIVE  COMPENSATION

As discussed above, we have agreed to pay the Named Executive Officers an annual
salary.  Base salary may be increased from time to time with the approval of the
board  of  directors.  The  following table summarizes the current agreed annual
salary  of  each  of  the  named  executive  officers.

     Name                   Annual Salary*
     -------------------    ---------------
     Bruce Berman           $        90,000
     Robert Christiansen    $        90,000
     Rick Galasieski        $        72,000
     *    Total Annual  Salary  paid  to  the  named  executives  is  subject to
          the  attainment  of  certain performance goals as more fully described
          below.

Bruce Berman, Chief Executive Officer - The Company had previously agreed to pay
Mr.  Berman  an annual salary of $297,500, $24,970 monthly, beginning on January
1, 2009.  Mr. Berman has agreed to reduce his monthly salary to $7,500 per month
beginning  February 1, 2009.  Upon the Company reaching an operational profit of
$100,000  with all undisputed accounts payable in a current status, Mr. Berman's
previous  monthly salary will be reinstated.  The company will need to negotiate
with  Mr.  Berman  for  the  year  2010  and  beyond.

                                   Page 36
<PAGE>
Robert Christiansen, Chief Operating Officer - The Company had previously agreed
to  pay  Mr.  Christiansen  an  annual salary of $127,500, $10,625 monthly.  Mr.
Christiansen  has  agreed  to  reduce  his  monthly  salary  to $7,500 per month
beginning  February 1, 2009.  Upon the Company reaching an operational profit of
$100,000  with  all  undisputed  accounts  payable  in  a  current  status,  Mr.
Christiansen's  previous  monthly  salary  will be reinstated.  The company will
need  to  negotiate  with  Mr.  Christiansen  for  the  year  2010  and  beyond.

Rick  Galasieski:  Vice President - The Company had previously agreed to pay Mr.
Galasieski  an  annual  salary  of $100,000, $8,333 monthly.  Mr. Galasieski has
agreed  to  reduce  his monthly salary to $6,000 per month beginning February 1,
2009.  Upon  the  Company  reaching  an  operational profit of $100,000 with all
undisputed accounts payable in a current status, Mr. Galasieski's salary will be
increased  to  $127,500.  The company will need to negotiate with Mr. Galasieski
for  the  year  2010  and  beyond.

GRANTS  OF  PLAN-BASED  AWARDS  TABLE  FOR  FISCAL  YEAR  2007

The  Company  currently  does  not participate in any equity award plan.  During
fiscal  2008,  we  did  not grant any equity awards under any equity award plan.

OPTION  EXERCISES  FOR  FISCAL  2007

During  fiscal  2007,  none  of  the named executive officers exercised options.

NONQUALIFIED  DEFERRED  COMPENSATION

We  currently  offer no defined contribution or other plan that provides for the
deferral  of  compensation  on  a  basis that is not tax-qualified to any of our
employees,  including  the  named  executive  officers.

COMPENSATION  OF  DIRECTORS

We  intend to use a combination of cash and equity-based compensation to attract
and  retain candidates to serve on our board of directors.  We do not compensate
directors  who  are  also  our  employees  for  their  service  on  our board of
directors.  Therefore,  Mr.  Berman  and  Mr.  Christiansen  did not receive any
compensation for service on our board of directors, and we have not provided any
compensation  to  any member of our Board of Directors for the fiscal year ended
December  31,  2008.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

We do not currently have a standing Compensation Committee.  Our entire board of
directors  participated  in  deliberations  concerning  executive  officer
compensation.  None of our officers serve on the board of directors of any other
entity  whose  executive  officer  serves  on  our  board  of  directors.

COMPENSATION  COMMITTEE  REPORT

The  board  of  directors has reviewed and discussed the Compensation Discussion
and  Analysis  required  by  Item  402(b) of Regulation S-K with management and,
based  on  such  review  and discussions, the board of directors has recommended
that  this Compensation Discussion and Analysis be included in this Registration
Statement  on  Form  10.

                                   Page 37
<PAGE>
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to, or accrued by, the Company's highest paid executive
officers during the fiscal year ended December 31, 2008.  No restricted stock awards, long-term incentive plan payout
or other types of compensation, other than the compensation identified in the chart below and its accompanying notes,
were paid to these executive officers during that fiscal year.  Similar information for the fiscal year ended
December 31, 2006 is not included as the Company was dormant for that period.

<S>                  <C>   <C>            <C>            <C>           <C>           <C>           <C>      <C>
NAMED                      ANNUAL         ANNUAL         OTHER         COMPENSATION  LONG TERM
EXECUTIVE                  COMPENSATION   COMPENSATION   ANNUAL        RESTRICTED    COMPENSATION  LTIP
OFFICER              YEAR  SALARY ($)     BONUS ($)      COMPENSATION  STOCK         OPTIONS       PAYOUTS  ALL OTHER
-------------------  ----  -------------  -------------  ------------  ------------  ------------  -------  ---------
Bruce Berman         2007           0                 0             0             0             0        0          0
                     2008           1                 0             0             0             0        0          0
Robert Christiansen  2007      30,000(2)              0             0             0             0        0          0
                     2008     120,000                 0             0             0             0        0          0
Rick Galasieski(1)   2008      87,985                 0             0             0             0        0          0

<FN>
1. Mr. Galasieski began his employment on January 1, 2008.
2. Mr. Christiansen began his employment in October, 2007.  He was paid a pro rata portion of his agreed $120,000 annual salary.
</TABLE>


<TABLE>
<CAPTION>

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

The following table sets forth information regarding the outstanding warrants held by our named officers as of December
31, 2008.

<S>              <C>                    <C>                    <C>                            <C>        <C>
                 OPTION AWARDS(1)
                 -------------------------------------------------------------------------------------------------------
                 NUMBER OF              NUMBER OF              EQUITY INCENTIVE PLAN AWARDS:  OPTION
                 SECURITIES UNDERLYING  SECURITIES UNDERLYING  NUMBER OF SECURITIES           EXERCISE   OPTION
                 UNEXERCISED OPTIONS    UNEXERCISED OPTIONS    UNDERLYING UNEXERCISED         PRICE      EXPIRATION
NAME             (#) EXERCISABLE        (#) UNEXERCISABLE      UNEARNED OPTIONS               ($)        DATE
---------------  ---------------------  ---------------------  -----------------------------  ---------  ---------------
Rick Galasieski                      -              1,666,667                              -      0.025  May 5, 2014
                                                    1,666,667                                     0.025  May 5, 2015
                                                    1,666,666                                     0.025  May 5, 2016
                                                    5,000,000                                     0.025  August 15, 2014
<FN>

1. Mr. Christiansen holds warrants to purchase up to 63,750,000 shares of common stock.  These warrants were issued by
Mr. Berman and not by the Company.


</TABLE>



                                   Page 38
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  shows  the beneficial ownership of our common stock as of
March  26,  2009.  The  table  shows  the  amount  of  shares  owned  by:

     (1)  each person  known  to  us  who  owns  beneficially  more  than  five
          percent of the outstanding shares of any class of the Company's stock,
          based  on  the  number  of  shares  outstanding  as of March 26, 2009;
     (2)  each  of  the  Company's  Directors  and  Executive  Officers;  and
     (3)  all  of  its  Directors  and  Executive  Officers  as  a  group.

                          AMOUNT OF SHARES   PERCENT OF SHARES
     IDENTITY OF          BENEFICIALLY       BENEFICIALLY
     PERSON OR GROUP      OWNED              OWNED(1,4)          CLASS
     -------------------  -----------------  ------------------  ------
     Bruce Berman            297,325,000(3)               73.6%  Common
     CEO and Chairman

     Robert Christiansen    85,000,000(2,3)               21.0%  Common
     EVP and Director

     Rick Galasieski                     0
     VP and Director

     All Directors and         318,575,500                78.8%  Common
     Officers as a Group

(1)  The  percentage  of  shares  owned  is  based  on  403,903,870 shares being
outstanding  as  of  March 26, 2009.  Where the beneficially owned shares of any
individual  or  group  in the following table includes any options, warrants, or
other rights to purchase shares in the Company's stock, the percentage of shares
owned  includes such shares as if the right to purchase had been duly exercised.

(2)  Includes  21,250,000 shares and options to purchase up to 63,750,000 shares
held  by  Mr.  Berman.  Mr.  Berman  had issued an option to Mr. Christiansen to
purchase up to 127,500,000 shares of his stock, which was reduced to 106,250,000
on  July  28,  2008.  As  of July 29, 2008, these options are exercisable on the
following schedule:  (a) 42,500,000 shares once the Company has 30,000 activated
cards  (these  options  were  exercised  on  May  27,  2008);  (b) an additional
42,500,000  shares (reduced to 21,250,000 on July 28, 2008) once the Company has
70,000  issued  cards  and the Company's revenues exceed $500,000 per month; and
(c)  an  additional  42,500,000 shares once the company has 120,000 issued cards
and  the  Company's  revenues  exceed  $825,000 per month.  Mr. Christiansen may
exercise those options upon reaching those milestones upon payment to Mr. Berman
of an exercise price of $.0001 per share for the options.  If the conditions are
not  met,  the  warrants referred to in (b) above expire August 1, 2011, and the
warrants  referred  to  in  (c)  above  expire  August  1,  2012.

(3)  On  July  28,  2008,  senior management of the Company agreed to cancel and
return  to treasury a total of 127,500,000 shares of the Company's common stock.
Bruce Berman agreed to cancel 106,250,000 of his shares, and Robert Christiansen
agreed  to  cancel  21,250,000  of  his  shares.

In  addition,  Mr.  Christiansen agreed to restructure his option agreement with
Mr.  Berman.  The  total number of options to purchase shares held by Mr. Berman
was  been  reduced  by  21,250,000,  and  the  remaining  options have been made
conditional  on  additional  Company  performance  milestones.

                                   Page 39
<PAGE>
42,500,000 options conditional on the issuance of 70,000 cards have been reduced
to  21,250,000,  and  made  conditional also on the Company's revenues exceeding
$500,000  per  month.  42,500,000 options conditional on the issuance of 120,000
cards  have  been  made  conditional  also  on  the Company's revenues exceeding
$825,000  per  month.

As  a  result  of  the  cancellation,  the  Company's  amount  of  common  stock
outstanding  was  reduced  from  524,466,390  to  396,966,390,  a drop of 24.3%.
Proportionate  ownership  by  all  shareholders  will  increase  by  32.1%.

(4)  BENEFICIAL  OWNERSHIP  OF  SECURITIES:  Pursuant  to  Rule  13d-3 under the
Securities  Exchange  Act  of  1934,  involving  the determination of beneficial
owners of securities, a beneficial owner of securities is person who directly or
indirectly,  through  any  contract, arrangement, understanding, relationship or
otherwise  has,  or shares, voting power and/or investment power with respect to
the securities, and any person who has the right to acquire beneficial ownership
of  the  security  within sixty days through means including the exercise of any
option,  warrant  or  conversion  of  a  security.


ITEM  13.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

BERMAN  INVESTMENT  GROUP  LLC

Bruce  Berman,  the  Company's  Chief  Executive officer, owns Berman Investment
Group LLC ("BIG").  BIG allowed on a non-exclusive basis Berman Marketing Group,
Inc.  ("BMG"),  a  wholly  owned subsidiary of the Company, to use its hardware,
software,  Data  Base, Business Support Facilities and Equipment In exchange for
paying  the  hosting  cost of equipment which is approximately $1,800 per month.
This  agreement  expired  in  November  2008.  The  agreement  also required the
Company to reimburse BIG for costs incurred, however BIG did not incur any costs
resulting  from  the  lease  agreement.

The  Company has also engaged BIG as a consultant.  The Company is also required
to  reimburse  BIG  for  costs  incurred, however BIG has not incurred any costs
resulting  from  the  consulting  agreement  and  is  currently  not  seeking
reimbursement.

MERCHANT  PROCESSING  INTERNATIONAL,  INC.  DBA  BANK  FREEDOM

Prior  to  March  8,  2008, Bruce Berman, the Company's Chief Executive Officer,
owned Merchant Processing International, Inc. dba Bank Freedom ("Bank Freedom").
Bank  Freedom  is  a  registered  Independent  Sales  Organization  ("ISO") with
Columbus  Bank  and Trust and is authorized by Visa and MasterCard as a merchant
account  provider  that  specializes  in all areas of bankcard processing.  Bank
Freedom has been approved by a sponsoring bank as well as MasterCard and Visa to
issue  prepaid  debit  cards.

Bank  Freedom  had  an  exclusive agreement with BMG to pay BMG 80% of the gross
revenue  it receives for all debit card issued.  Because of the purchase of MPI,
this  agreement  is  canceled.

Bank  Freedom received approval to issue cards from a bank, Visa and MasterCard.
Bank  Freedom  is  marketing its Bank Freedom Prepaid MasterCard(R) card and had
shipped  a  total  of  76,877  cards  through  August  4,  2008.

Effective  January  25,  2008, the Company entered into an Acquisition and Stock
Purchase Agreement to purchase all 600 shares of Bank Freedom, representing 100%
of  the  issued  and  outstanding  common

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stock,  from  Mr.  Berman.  In  consideration  for the controlling stake in Bank
Freedom,  the  Company  issued Mr. Berman 22,500,000 shares of common stock, and
executed  a note in the amount of $750,000, payable in monthly installments over
two  years with a simple interest rate of 7.25%.  This agreement was approved by
a  majority  of  disinterested  shareholders  of  the  Company.  Following  the
transaction,  the  Company  filed  a  dba to do business as "Bank Freedom."  The
Company  has  recently  filed  in  California  to  change  the  name of Merchant
Processing  International,  Inc.,  dba  Bank  Freedom  to  Bank  Freedom,  Inc.

On July 3, 2008, the Company restructured the note owed to Mr. Berman.  The term
of  the  note  was increased from two years to four years, the interest rate was
changed  from  a  fixed  7.25%  to prime, not to exceed 7.25%, and reduced fixed
payments from $31,250 of principal plus interest to $17,272, which includes both
principal  and  interest.  The  prime  rate  is currently 5%.  A majority of the
directors  not  including  Mr. Berman has determined this restructuring to be in
the  best  interest of the Company and its shareholders.  In January of 2009 the
interest  rate  on  the  note  was  dropped  to 3.25% which creates a payment of
$16,764.69. The company is currently in default of the note and has not made its
January  ,  February  or  March  payments  totaling  $50,800.95.

LEASED  PROPERTY

The  Company  previously  operated  at  18500  Von  Karman Suite 530, Irvine, CA
92612.  BMG,  the Company's wholly owned operating subsidiary, rented this space
on a sublease from BIG under a lease from The Irvine Company.  The lease expired
December,  2008.

DIRECTOR  INDEPENDENCE

The  Company  is  not  listed  on  any  national  exchange,  or  quoted  on  any
inter-dealer  quotation  service,  that imposes independence requirements on any
committee  of  the  Company's  directors,  such  as  an  audit,  nominating  or
compensation  committee.  The Company does not have any independent directors on
its  Board.  The  company's  Board  of  Directors consists of Bruce Berman, Rick
Galasieski  and  Robert  Christiansen,  none  of  whom  are  independent.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  following  is  a  summary  of  the  fees  paid to Gruber & Company LLC, the
Company's  independent  public  accounting  firm,  for  the  fiscal  years ended
December  31,  2008  and  2007.

                            2008     2007
                         -------  -------
     Audit fees          $15,000  $15,000
     Audit-related fees        -        -
     Tax fees*             5,000    5,000
     All other fees            -        -
                         -------  -------
     TOTAL               $20,000  $20,000
     * Fees for preparation of tax returns

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES OF PRINCIPAL ACCOUNTANTS

The  Company does not have a standing audit committee.  The Board as a whole has
the authority and responsibility to select, evaluate, determine the compensation
of,  and, where appropriate, replace the independent auditor.  After determining
that  providing  the  non-audit  services  is  compatible  with  maintaining the
auditor's  independence,  the  board  pre-approves  all  audits  and  permitted
non-audit  services  to  be  performed by the independent auditor, except for de
minimus  amounts.  If  it  is  not  practical

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<PAGE>
for  the  board  to  meet  to approve fees for permitted non-audit services, the
board  has authorized its chairman, currently Mr. Berman, to approve them and to
review  such  pre-approvals  with  the  Board  at  its  next  meeting.


PART  IV

ITEM  15.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES

FINANCIAL  STATEMENTS  AND  SCHEDULES.

The  following  consolidated financial statements of Prepaid Card Holdings, Inc.
and  Subsidiaries  are included herein by reference to the pages listed in "Item
8.  Financial  Statements  and  Supplementary  Data":

     Report  of  Independent  Registered  Public  Accounting  Firm

     Consolidated  Balance  Sheets  as  of  December  31,  2008  and  2007

     Consolidated  Statements  of  Operations  for  the years ended December 31,
          2008,  and  2007

     Consolidated  Statements  of  Changes  in  Shareholders'  Interest  for the
          years  ended  December  31,  2008  and  2007

     Consolidated  Statements  of  Cash  Flows  for the years ended December 31,
          2008  and  2007

     Notes to  Consolidated  Financial  Statements

EXHIBITS

The  following  Exhibits  are  included  herein:

31.1 Certification  of  the  Principal Executive and Principal Financial Officer
     pursuant  to  Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
     or  Rule  15d-14(a)).

32.1 Certification by the Principal Executive and Principal Financial Officer of
     Prepaid  Card  Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley
     Act  of  2002  (18  U.S.C.  1350).


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<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                        PREPAID CARD HOLDINGS, INC.
                                        (the registrant)


                                        By \s\ Bruce Berman
                                           ----------------
                                        Bruce Berman
                                        Chairman, Chief Executive Officer, and
                                        Principal Financial Officer


                                        Date: March 26, 2009





























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