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, 2009
                          -----------------

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 (Sec. 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, 2009 was $3,070,156.

The number of shares of the registrant's common stock outstanding as of April
14, 2010 was 391,653,890 shares.













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

                                     PART I

Item 1.     Business...........................................................4
Item 1A.    Risk Factors......................................................14
Item 1B.    Unresolved Staff Comments.........................................14
Item 2.     Properties........................................................14
Item 3.     Legal Proceedings.................................................14
Item 4.     [Removed and Reserved]............................................15

                                    PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities.................16
Item 6.     Selected Financial Data...........................................18
Item 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................18
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk........21
Item 8.     Financial Statements and Supplementary Data.......................21
Item 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure..............................................37
Item 9A.    Controls and Procedures...........................................37
Item 9B.    Other Information.................................................38


                                    PART III

Item 10.    Directors and Executive Officers of the Registrant................39
Item 11.    Executive Compensation............................................41
Item 12.    Security Ownership of Certain Beneficial Owners and Management....45
Item 13.    Certain Relationships and Related Transactions....................46
Item 14.    Principal Accounting Fees and Services............................47


                                    PART IV

Item 15.    Exhibits and Financial Statement Schedules........................48
Signatures....................................................................48

                                     Page 3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

A.     BUSINESS  DEVELOPMENT

Prepaid  Card  Holdings, Inc., a Nevada Corporation (the "Company"), through its
wholly-owned  operating  subsidiaries Berman Marketing Group, Inc., a California
Corporation ("BMG") and Merchant Processing International, Inc. dba Bank Freedom
("Bank  Freedom")  offering  card  association branded payment cards directly to
consumers  through  its  issuing  bank,  does  not  participate in other typical
commercial  banking  services such as making loans, accepting deposits, etc., is
in  the  business  of  marketing  and  management  of general use prepaid cards.

The  Company  was  originally incorporated on October 8, 1986 as Nately National
Corporation,  and  on  April  7,  1987  changed  its name to National HealthCare
Alliance,  Inc.  to  better  reflect the business of the Company at the time. On
June  22, 2005, the Ninth Judicial District Court of the State of Nevada entered
an  order granting custodianship of the Company to Robert K. McBride, due to the
finding that the Company had been abandoned by its prior management. Mr. McBride
was  elected  sole  director  and  appointed  officer  of  the  Company.

On  October  11,  2007,  the Company acquired BMG as its operating business. The
Company  then  changed  its name to Berman Holdings, Inc. on November 2, 2007 to
better  reflect its operating business, and changed its trading symbol from NHAL
to  BRMN.  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.  BMG  was  formed  on  February  2,  2007 by the Company's
president,  Bruce  Berman.  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  BMG  and Bank Freedom. BMG manages
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, discussed in
more  detail below. The Company has not been in bankruptcy, receivership, or any
similar  proceeding, and, to the best knowledge of management, is not in default
on  the  terms  of  any  note,  loan,  lease, or other indebtedness or financing
arrangement  requiring  the  issuer  to  make  any  material  payments.

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.


                                     Page 4
<PAGE>
C.     BUSINESS OF THE COMPANY

EXECUTIVE  SUMMARY

Prepaid  Card  Holdings, Inc., through its wholly owned subsidiary Bank Freedom,
is  an established brand in the Prepaid Debit Card Industry. The industry, which
is  still  in  its  infancy,  was  created  to  offer  a banking solution to the
estimated  60,000,000  adult  Americans who do not have either a bank account or
credit  card  and  are  known as the "Underbanked" or "Underserved" demographic.
The  underbanked  are everyday people who use financial services not provided by
traditional banks.  These include payday loans, check cashing, and money orders.
The  unfulfilled  need  of this demographic is the lack of a credit and/or debit
card.  The  underbanked,  for  various  reasons,  do  not  have  or cannot get a
checking  account  and/or credit card. Without a branded VISA or MasterCard, the
underbanked  are restricted from making everyday purchases that require plastic.

It  is estimated that only 5%-10% of the market for prepaid debit cards has been
penetrated  to  date.  According  to  the  Associated  Press  on  March 2, 2010,
industry analysts stated that $291 Billion was loaded onto prepaid cards in 2009
and  the prepaid market is estimated to grow 22% per year each year for the next
3  years  and  estimated  that $526 Billion will be loaded onto prepaid cards in
2012.  According  to MasterCard, 2009 was the first year in MasterCard's history
as  a  company  that  more  money  was  spent  on  debit cards than credit cards

OUR PREPAID DEBIT CARD PROGRAMS

Under  license  from  MasterCard  International, Inc. and Visa U.S.A. Inc., Bank
Freedom  markets  and manages several prepaid card programs, including: the Bank
Freedom  Prepaid  MasterCard  and  the  Bank  Freedom  Prepaid  Visa  Card,  for
consumers;  the  Bank  Freedom MasterCard Prepaid Expense Card for businesses to
manage,  control,  and  track  employee  spending;  and the Bank Freedom Payroll
MasterCard  for businesses to eliminate issuing paper paychecks and pay employee
wages  with  a  payroll  card.  Bank Freedom is also the program manager for the
AFSCME  Advantage  Prepaid  MasterCard  program.  AFSCME is a 1.6 million member
Union  (American  Federation  of  State,  County and Municipal Employees).  Bank
Freedom  has received all the necessary approvals and intends to launch the Card
Now  Prepaid  MasterCard  for  consumers  in  July  of  2010.

Bank  Freedom's  prepaid  debit  cards  work  like a virtual bank account plus a
MasterCard  or  Visa  debit card to make purchases. Customers can load money and
fund their Bank Freedom card accounts in multiple ways.  They can direct deposit
their  paycheck or government issued benefits checks, deposit cash to their card
accounts  at  one  of  over  50,000 cash load retailers nationwide (estimated to
expand  to  100,000  retailers in 2011), or transfer money from one Bank Freedom
card  account  to another Bank Freedom card account.  Once our customers deposit
funds  to  their  card  account  they  can use their prepaid debit card anywhere
MasterCard  or  Visa  debit  is accepted to make purchases and at over 1,000,000
ATMs  worldwide for cash access.  Customers can log on to our cardholder website
to  check their account balance, transfer funds, and use our bill payment system
to  pay  bills  electronically  or  send  paper  checks  to  anyone.

                                     Page 5
<PAGE>


                 [GRAPHIC OMITTED BUT INCLUDED IN PDF VERSION]


Our  transaction  processing  platform  works  in  real-time and will not permit
customers  to  pay a bill, send a check, make purchases, or withdraw funds at an
ATM  unless  the  funds  are  available in their card account.  Customers cannot
overdraft  their  card  account  which  is one of their biggest challenges.  The
average  American  pays  $300  a  year in overdraft fees with a traditional bank
account.

Types ofPrepaid Cards
---------------------

Our  card  products  include  several  types  of  prepaid  card:

     General  Purpose  Reloadable  (GPR)  Cards  -  Intended for the underbanked
consumer, our target demographic is one that will set up direct deposit of their
pay check and use their prepaid MasterCard or Visa Card 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 only deposit cash
on  to  their  cards,  as  well as customers who use both direct deposit and add
cash.

     Private  Label  co-branded  Card  Programs  -  The prepaid card industry is
growing at a significant rate.  It is one of the few industries that is actually
expanding  while  other  industries are shrinking.  With Bank Freedom's internet
presence,  we  are  getting business leads from companies who desire to monetize
their  customer/membership  base  by  issuing  private  label co-branded prepaid
cards. We believe these co-branded opportunities offer growth potential for Bank
Freedom.
                                     Page 6
<PAGE>
Business Travel and Expense Cards -Business cards earn a higher interchange rate
than  consumer  cards which translates to additional income for Bank Freedom per
dollar  spent  by  the  cardholder.

     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 shipped in bulk, the program offers businesses of all sizes a
paperless  solution  for  payroll,  which reduces overall costs while bringing a
banking  solution  to their underbanked employees.  Our payroll product does not
require  complex  integration  or  programming,  and  works seamlessly with most
payroll  systems  that  support  direct  deposit.

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

Bank  Freedom  Prepaid  MasterCard  and  Visa  Cards:  Our  Bank Freedom Prepaid
MasterCard  cards  were  first  shipped in March, 2008 and our Bank Freedom Visa
Cards  were first shipped in October 2008. . Since we launched our card programs
a total of approximately $126,000,000 has been loaded onto Bank Freedom cards by
our cardholders through direct deposit and via our reloading partner, Green Dot.
In  2008,  $32,000,000  was  loaded  on  to  Bank  Freedom  Prepaid Cards by our
customers,  and  in  2009,  $72,500,000  was  loaded.

Bank  Freedom Prepaid MasterCard targeted at the Hispanic community:  On June 1,
2008 we launched a Spanish language version website for our Bank Freedom Prepaid
MasterCard  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 released this
all-Spanish  enrollment  website.

Card  Association  Support  Agreement
-------------------------------------

On  July 2, 2009, the Company entered into a support agreement with a major Card
Association  to  offer  their  prepaid  cards  to  the  Company's customers in a
preferred  manner in exchange for various support considerations.  On August 27,
2009,  the  Company  received  $200,000 from the association of which part was a
bonus  and  part  was  marketing  support.

AFSCME  Advantage  Prepaid  MasterCard
--------------------------------------

Bank  Freedom, through a third party marketing agreement, is the program manager
for  the  AFSCME  Advantage  Prepaid MasterCard.  AFSCME (American Federation of
State, County and Municipal Employees) with its 1.6 million members is estimated
to  be  the  second largest union in America.  The AFSCME card program is up and
running  and  AFSCME  members have begun slowly ordering our prepaid cards.  The
company  intends  to use part of the funds from this offering to directly market
its  prepaid  cards  to  members  of  AFSCME.

FIS:  Fidelity  National  Information  Systems
----------------------------------------------

FIS  is  our  new  core  transaction  processor  and  a  leader  in prepaid card
transaction  processing,  having  processed  over $28 billion in loaded funds in
2008.  By leveraging the FIS platform we are able to deliver greater reliability
and  provide  market-leading features and functionality to our cardholders.  FIS
delivers  banking  and  payments  technologies  to  more  than  14,000 financial
institutions  and  businesses  in  over  100 countries worldwide.  FIS maintains
processing  and  technology  relationships  with  40  of  the  top  50  global

                                     Page 7
<PAGE>
banks,  including  nine  of  the  top  10.  FIS  has an $8 Billion market cap as
reported  by  the  New  York Stock Exchange, where it is listed under the symbol
"FIS".

Cash  Reloading  Agreement
--------------------------

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.  Green  Dot  has  point of purchase displays in Walgreens,
K-Mart  and  CVS/Pharmacy  locations  throughout  the  US.

BUSINESS MODEL AND STRATEGY

When  we  drafted  our business plan in 2007 to enter the prepaid card space our
assessment  was  that  most  competitors were using a check cashing mentality of
"let's  overcharge the underbanked because they don't have any alternative".  We
made  a  decision from the beginning to establish a pricing model that was based
on  where  we  believed  the  market  was  heading.

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.

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.

Bank  Freedom  Prepaid  CardRevenue
-----------------------------------

We  derive  revenues  through  multiple  sources.  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  (waived  with  direct  deposit)
d.     Bill  payment  and  check  writing
e.     Money  Conversion  Fees  - For transactions that involve an international
source,  up  to  3%  of  total  dollar  volume  in  transaction  fees.

2.     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.

3.     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.

4.     Card  Purchase  Fees  - Our Business Travel and Expense programs charge a
one-time application fee to businesses as well as annual fees paid upon ordering
the  card.  Our Payroll program charges an application fee and card issuance fee
to  the  employer.


                                     Page 8
<PAGE>
Bank  Freedom  Prepaid  CardPricing
-----------------------------------

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 10% market penetration.  Pricing is critical to a long-standing
relationship  with  our  targeted demographic.  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  a 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:  Everyone  likes  getting  something  free, including our
targeted  demographic.

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

MARKETING

Using  our  management's  unique  and  diverse experience in the direct response
marketing  and  credit  card  processing fields, we have developed and offer the
Bank  Freedom  Prepaid MasterCard and the Bank Freedom Prepaid VISA card.  These
cards  target the 60 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  card  services  and  offerings;

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

-     Launched  a  comprehensive  direct  marketing  campaign;
-     Created  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 marketing and technologies; and
-     Developed  a  nationally  recognized  brand.

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  electronic 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 accounts.  This represents 60 million people who do
not  have  access  to  the purchasing online, travel reservation system, and the
convenience  of  debit  and  ATM  networks.

                                     Page 9
<PAGE>
-     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:  Through  online  bill  pay,  consumers  can  pay  bills  at
significantly  reduced  cost  than  money  orders  or  retail  payment  outlets.

-     Payroll  and  Benefits  Check  Direct  Deposit:  Consumers  can have their
payroll  check  and/or  government issued benefits checks directly deposited  to
their  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.

-     Easy  Approval:  No  credit check, no employment necessary; customers only
need  valid  ID  for approval.  This is ideal for people with credit and banking
problems.

-     Send  Money  to Anyone:  Using our remittance services, customers can send
money  to  any  person  in  the  U.S.

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

We  have  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  and  contextual  ads.
-     Search  Engine  Optimization  (SEO).
-     Social  Media  Optimization  (SMO).
-     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  to  the Internet and an occasional TV or radio ad with
little  air  time.  Some  of  our  competitors market their cards through retail
store  fronts.  Our  competitors  include:  All  Access  (Net Spend), Green Dot,
RushCard,  Western  Union,  AccountNow,  Ready  Debit  and  Vision.

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.


                                   Page 10
<PAGE>
Marketing  Technology  and  Infrastructure
------------------------------------------

Our technology foundation is capable of handling more than 50,000 orders per day
through  scalable  platforms  using  Microsoft's  SQL  Server,  multi-redundant
databases,  web  servers, routers, and switches. This primary hardware is housed
in  a  full  rack  within a locked private cage located at the Cox Communication
Business  Collocation  facility  in  Ranch  Santa Margarita, CA. We have back up
redundancy hardware for testing failover, and disaster recovery purposes located
at  Millennium  Systems in Irvine, CA and a virtual private server for redundant
web site hosting through Verio, an NTT Communications Company. All technology is
highly  customizable  allowing  unlimited  number  of web sites access to common
databases  while  tracking  unlimited  marketing  campaigns  allowing  us  to
concentrate on the most profitable marketing channels. We will pay approximately
$1,478  a month for the hosting of this hardware and software.  We will also pay
for  any  software  or  hardware  modifications  we  request.

We  own  approximately  1,000  prepaid  keyword related website URLs that can be
hosted all at the same time with this system.  Through minute by minute detailed
reporting,  we  can  tailor  marketing  messages and focus on key geographic and
demographics  using  internet,  print,  radio,  and  television

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.     Card  Fulfillment
5.     Cash  Load  Network

Issuing  Bank:  An  issuing  bank is a bank that offers card association branded
payment  cards  directly  to  consumers  and  businesses.  Merchant  Processing
International,  Inc.  DBA  Bank Freedom ("Bank Freedom"), signed an agreement on
November 19, 2007 with Meta Payment Systems, to issue our branded prepaid cards.
Meta  Payment  Systems is the largest issuing bank for program manager sponsored
prepaid  card  products  within  the US.  We began issuing prepaid cards through
MetaBank  in  February  2008.

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 has been approved by MasterCard
and currently issues the Bank Freedom Prepaid MasterCard . Bank Freedom has also
been  approved by Visa and currently issues the Bank Freedom Prepaid Visa  Card.

Processor:  A  processor  is  a  company  that  connects to the various networks
(Visa,  MasterCard,  Discover,  STAR,  Cirrus,  etc.)  and  handles  the  core
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.  From 2008 through April, 2010, Bank Freedom
processed  its  transactions through I2C, Inc. processing services. Bank Freedom
is  currently  in the process of switching its core processor services from I2C,
Inc.  to  FIS  with  the intentions of opening all new prepaid cards through FIS
going  forward.  FIS  is a leader in prepaid card transaction processing, having
processed  over  $28  billion  in  loaded  funds in 2008.  By leveraging the FIS
platform  we  are able to deliver greater reliability and provide market-leading
features

                                   Page 11
<PAGE>
and  functionality  to  our  cardholders.  FIS  delivers  banking  and  payments
technologies  to  more than 14,000 financial institutions and businesses in over
100  countries worldwide.  FIS maintains processing and technology relationships
with 40 of the top 50 global banks, including nine of the top 10.  FIS has an $8
Billion  market  cap  as  reported  by  the New York Stock Exchange, where it is
listed  under  the  symbol  "FIS".

Card  Fulfillment:  Card Fulfillment entails card plastic creation, programming,
personalization/embossing,  and shipping the prepaid cards and collateral 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
processed  through  I2C,  Inc.  Bank  Freedom  intends to utilize FIS-owned card
fulfillment  services  for  prepaid  cards  processed through FIS.  Bank Freedom
intends  to  maintain  its  relationship  with  EFT  Source.

Cash Load Network: The cash load network is a company that allows your customers
to  load  cash  on  to  their card accounts.  Green Dot is our current cash load
network partner.  Customers can use the Green Dot MoneyPak for loading cash onto
their  prepaid  card  accounts.  The  Green  Dot  MoneyPak is available  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  at any Green Dot retailer location.  We are also approved by MoneyGram
to  allow  our  customers to load money to their prepaid card accounts at any of
the 40,000 MoneyGram locations throughout the US. We have an exclusive agreement
with  Green  Dot  that  expires in December 2010. We do not intend to renew that
exclusive  agreement  although we hope to negotiate the continued usage of Green
Dot  on  a  non  exclusive  basis however there can be no assurance that we will
reach  such  an  agreement  with Green Dot.  We are in the implementation stages
with MoneyGram and plan to load cash to customer card accounts through MoneyGram
in December 2010.  We are also in the negotiating process with Western Union and
intend to load cash to customer card accounts through Western Union  in December
2010.

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.

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.

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.

                                   Page 12
<PAGE>
From  2005  to  September  2007,  Bank  Freedom  focused  exclusively on selling
merchant  services  that  enable US businesses to accept credit and debit cards.
As  a  result, Bank Freedom built a portfolio of merchant accounts that generate
commissions  on  each  credit  card  transaction  processed  by  the  business.

In  October  of 2007, Bank Freedom changed its focus and dedicated its resources
to  developing  prepaid  card  solutions.  .

On October 30, 2009, Bank Freedom entered into a Purchase Agreement with a third
party to assign its rights, title, benefit, privileges and interest in receiving
compensation  for  merchant services provided to Payment Resource International,
LLC.  The  purchase price for the assignment of the portfolio to third party was
agreed  to  be  $274,835.03.  The Company completed the purchase transaction and
received  net  proceeds  of  $184,557  in  cash on October 30, 2009 after making
payments  of  $90,278  owed  to  third  parties.

On February 5, 2010, the Company assigned its rights to receive compensation and
other  benefits  based upon the processing activity of certain merchants, herein
referred to as "Merchant Portfolio", from Spectrum Business Solutions, Inc. to a
non-affiliated  third  party  for  $100,000.  The  Company  has received $50,000
towards  such  assignment  and agreed to execute a promissory note guaranteed by
the  two  shareholders  of  the third party, to receive the remaining $50,000 no
later  than  May 3, 2010. As part of this assignment, the Company also agreed to
recommend to all its agents to submit all future merchant processing accounts to
this third party.  With the assignment of this portfolio, the Company is exiting
agent  based merchant processing however the Company is maintaining its merchant
processing  relationships to  be a valued added service for its prepaid business
clients.

OTHER  MATTERS

Employees
---------

Not  including  our  executive  officers,  Prepaid  Card  Holdings, Inc. and its
subsidiaries currently have 6 employees, all of which are full time.  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.

Intellectual  Property
----------------------

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

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.  On August 4, 2009 "CardNow" trademark was issued
registration  number  3664391. On August 4, 2009 "Card Now" trademark was issued
registration number 3664390 "Bank Freedom Card" "Bank Free" and "Bank Free Card"
are  still  pending.

                                   Page 13
<PAGE>
Regulation
----------

Open  loop  prepaid  cards are subject to several forms of regulation.  The most
notable  of  these  regulations  include 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.  Due to a
recent  change,  the Company is not subject to the requirements of Regulation E.

As open loop prepaid cards are essentially bank accounts, we anticipate that our
business  will continue to be heavily regulated.  Although we have 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 in a 1,378 square foot space in an office located
in  Newport  Beach,  CA..  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.  The
Company  intends to renew its lease before the expiration and knows of no reason
the  landlord would not allow the renewal on approximately the same terms it has
now.  Monthly  rent  is  due on the first of each month in the amount of $2,756.

ITEM  3.  LEGAL  PROCEEDINGS

PROCESSOR

We  believe our processor, I2C, Inc., overcharged us a significant amount.  They
sent  a  bill  which  we  are disputing for lack of documentation.  Our contract
calls for arbitration and we are going forward with it.  We tried to mediate but
could  not  reach an agreement. We are in the process of switching processors to
FIS  an  $8  billion  NYSE company in May and anticipate no service interruption
over  the  dispute.


                                   Page 14
<PAGE>
ROBERT  MCBRIDE  AND  BRUCE  BARTON

On  August  3,  2009,  the  Company  reached an agreement in principal to settle
lawsuits  brought  by Robert McBride and Bruce Barton against the Company. Under
the  terms  of  the settlement, the Company agreed to pay Mr. McBride a total of
$60,000  to  purchase  6,000,000  shares of the Company's common stock from him.
Additionally,  a  convertible  note issued to Mr. McBride in the amount of up to
$50,000,  which  is convertible into 400,000 shares of non reversible stock, was
agreed  to  be  reduced  to 300,000 shares of non reversible stock. If after two
years of the agreement date the Company does not complete a reverse split of its
common  stock  and  pays  all  required  settlement payments to Mr. McBride, the
convertible  note  and underlying 300,000 shares of non reversible stock will be
canceled. Mr. McBride and Mr. Barton released all claims against the Company and
all  of  its  officers  and  directors,  Bruce  Berman,  Merchant  Processing
International  Inc.  DBA  Bank  Freedom,  Berman Marketing Group Inc. and Berman
Investment  Group.

The  Company  received 6,000,000 shares of its common stock from Mr. McBride and
on  November  12,  2009  cancelled  these  shares.  Pursuant to the terms of the
settlement  agreement,  the  Company has paid Mr. McBride $30,000 as of December
31,  2009  and  an  additional  payment  of  $5,000  on  January  15,  2010.

ROBERT  CHRISTIANSEN

The  Company's  Executive  Vice  President  of  Business  Development,  Robert
Christiansen  was  terminated by the Company on August 6, 2009. On September 10,
2009,  the  Company filed a lawsuit against Mr. Christiansen and on December 22,
2009,  the  Company  settled the lawsuit. As part of the settlement, the Company
received  back  21,250,000  shares of its common stock held by Mr. Christiansen.
Mr.  Christiansen  also  held  an option to purchase up to 63,750,000 options at
$0.0001  per  share  from the Company's CEO, Bruce Berman. Mr. Christiansen also
released  all  rights  to any of those unexercised options, and in exchange, the
Company  paid $15,000 to Mr. Christiansen.  Each party extended mutual releases.
On  January  15,  2010,  the Company cancelled 21,250,000 shares of common stock
received  pursuant  to  the settlement of its lawsuit. In addition, Bruce Berman
the  Company's  Chief executive Officer granted from his personal stock holdings
63,750,000  options  to  four  key  members  of  the  Company's management team.

VENDOR  DISPUTE

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

Other  than  the  foregoing,  the  Company  is not a party to any material legal
proceedings  and, to the Company's knowledge, no such proceedings are threatened
or  contemplated  by  any  party.

ITEM  4.  [REMOVED  AND  RESERVED]



                                   Page 15
<PAGE>
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.

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.

                       HIGH  LOW
     Fiscal 2010
       First Quarter   .015  .0019

     Fiscal 2009
       First Quarter   .035    .01
       Second Quarter   .13    .01
       Third Quarter    .09    .04
       Fourth Quarter  .021   .001

     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  April  14,  2010,  the  Company had 1,000,000,000 shares of common stock
authorized  with  391,653,890  issued  and  outstanding  and  27,166,209  freely
tradable  shares  in  the public float.  These shares were held by approximately
270 shareholders of record and the Company estimates by more than 300 beneficial
shareholders.

PENNY  STOCK  REGULATIONS

Our  common  stock  is  quoted  in  United  States  markets  on  the PinkSheets,
maintained  by  PinkSheets  LLC,  a privately owned company headquartered in New
York  City,  under  the symbol "PPDC."  On April 7, 2010, the last reported sale
price of our common stock was $0. 0125 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."

                                   Page 16
<PAGE>
Section  15(g) sets forth certain requirements for transactions in penny stocks,
and  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.

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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

In Fiscal 2009 and the interim period through the date of this report, we issued
or  cancelled  the  following  unregistered  shares  of  securities:

On  April  2,  2010,  the  Company  executed a Revolving Promissory Note with an
officer  and  director to borrow a principal sum of $50,000 for a one year term.
The  interest  rate  payable  for  such  loan was agreed to be the interest rate
charged  to  the  officer and director on the revolving credit line by the third
party.  In  the  event  the Company does not pay the amount due on or before the
maturity  date,  the  Company  agreed  to  pay liquidated damages of 1.5% simple
monthly  interest  on any amounts outstanding, due on each one month anniversary
of  the  maturity date. The Company also agreed to grant 5,000,000 stock options
at  an  exercise  price  of  $0.01  per  share  as consideration for making this
revolving line available to the Company.  The Company has not borrowed any funds
against  the  April  2,  2010.  This  issuance  was completed in accordance with
Section 4(2) of the Securities Act in an offering without any public offering or
distribution.  These shares are restricted securities and include an appropriate
restrictive  legend.

On  March  3,  2010, the Company received in cash $50,000 from a third party and
executed a Convertible Promissory Note to pay the principal sum of $50,000 for a
one  year  term.  The term of maturity of the Convertible Promissory Note is one
year  and  interest  rate  is  12%  simple  interest per annum. In the event the
Company  does not pay the amount due on or before the maturity date, the Company
agreed  to pay liquidated damages of 1.5% simple monthly interest on any amounts
outstanding, due on each one month anniversary of the maturity date. The Company
also  agreed  to grant 5,000,000 stock options at an exercise price of $0.01 per
share  as  consideration  for  making  this loan available to the Company.  This
issuance  was completed in accordance with Section 4(2) of the Securities Act in
an  offering  without  any  public  offering  or distribution.  These shares are
restricted  securities  and  include  an  appropriate  restrictive  legend.

On  January  15,  2010,  the Company cancelled 21,250,000 shares of common stock
returned by a former executive officer of the Company pursuant to the terms of a
settlement  agreement  executed  on  December  22,  2009.

On January 10, 2010, the Company issued 15,000,000 shares of common stock on the
exercise  of  options granted to Rick Galasieski, an officer and director of the
Company,  at an exercise price of $0.001 per share, for a total of $15,000.  The
Company agreed to reduce the exercise price from $0.075 in consideration for Mr.
Galasieski  agreeing  to  exercise  the  options immediately.  This issuance was
completed  in  accordance with Section 4(2) of the Securities Act in an offering
without  any  public  offering  or  distribution.  These  shares  are restricted
securities  and  include  an  appropriate  restrictive  legend.

                                   Page 17
<PAGE>
On  August  3,  2009,  the  Company  reached an agreement in principal to settle
lawsuits  brought  by Robert McBride and Bruce Barton against the Company. Under
the terms of the settlement, the Company received 6,000,000 shares of its common
stock  from  Mr.  McBride  and  on  November  12,  2009  cancelled these shares.
Additionally,  a  convertible  note issued to Mr. McBride in the amount of up to
$50,000,  which  is convertible into 400,000 shares of non reversible stock, was
agreed  to  be  reduced  to  300,000  shares  of  non  reversible  stock.

On  April  27,  2009,  the  Company issued warrants to two employees to purchase
250,000  shares  of  common  stock  each  at  an  exercise price of $0.025.  The
warrants  vest  on  January  1,  2010,  and  expire  on  January 1, 2015 or upon
termination  of their employment. This issuance was completed in accordance with
Section 4(2) of the Securities Act in an offering without any public offering or
distribution.  These shares are restricted securities and include an appropriate
restrictive  legend.

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 under the
caption  "Risk  Factors" in this Disclosure Statement, 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.

FINANCIAL  STATEMENTS

This  Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the following financial statements
included  in  this  report,  and  their  accompanying  notes  (the  "Financial
Statements"):

Financial  Statements  for  theYear  Ended  December  31,  2009  (Unaudited)
----------------------------------------------------------------------------

-     Consolidated  Balance  Sheet  at  December  31,  2009.
-     Consolidated Statement of Operations for the Year ended December 31, 2009.
-     Consolidated Statement of Cash Flows for the Year ended December 31, 2009.
-     Consolidated Statement of Stockholders Equity at December 31, 2009.

                                   Page 18
<PAGE>
NOTE  REGARDING  UNAUDITED FINANCIAL STATEMENTS.  As of the date of this report,
the  Company  has not engaged an auditor to audit its 2009 financial statements.
The  Financial Statements contained herein are accordingly unaudited and subject
to change once the Company engages an auditor and conducts a complete audit.  To
the  best  knowledge  of management, the information and data provided herein do
not  contain  any  material  misstatement  or  omissions  of  fact.

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 plan of
operation  are  quoted  in  United  States  dollars.

LIQUIDITY AND CAPITAL RESOURCES

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, 2009, the Company
had a net income of $160,103, but as of the year end we had $1,110,365 in total
liabilities and an accumulated deficit of $3,213,379.  We do not believe this
level of income is sufficient to sustain our operations without additional
capital.

Accordingly, our ability to initiate our plan of operations and continue as a
going concern is currently dependent on our ability to increase profits and
raise external capital.  We have raised $350,000 on the issuance of three
convertible notes in 2008, and an additional $90,000 on the issuance of two
convertible notes in 2010.  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 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 January 2010 we raised
$15,000 on the exercise of options held by one of our directors.  We may be
required to seek additional funding subsequent to this private offering.

RESULTS OF OPERATIONS - 2009 VS. 2008

Revenues

During  the  year ended December 31, 2008, merchant processing services realized
revenues  of  $697,263  and  the  Bank Freedom prepaid card realized revenues of
$1,681,454  for  a  total of $2,378,717.  This represents an increase of 133% or
$1,359,821  from  $1,018,896 for the same period last year.  The increase is the
result  of  the  growth  of  both  our  prepaid  card  services and our merchant
processing  portfolio.  We  expect our prepaid card services to continue to grow
as  we  continue  our  marketing  campaign  to  attract  more  cardholders.

Cost  of  Sales

During  the year ended December 31, 2009, we incurred $668,066 in costs directly
attributed  to  our sales.  This represents an increase of 57%% or $242,720 over
$425,346  realized  in the same period last year.  The increase is primarily due
to  the  growth  of  our prepaid card services.  In 2009, Cost of Sales included
bank  and MasterCard Association fees, merchant processing fees, and fulfillment
costs.


                                   Page 19
<PAGE>
Expenses

During the year ended December 31, 2009, we incurred $1,498,341 in expenses from
operations.  This  represents  a  53%  or  $1,707,396  decrease  from $3,248,555
realized  in  the  same period last year.   Expenses consisted of the following:

                                                        INCREASE     % INCREASE
EXPENSES:                        2009        2008      (DECREASE)     (DECREASE)
----------------------------  ----------  ----------  -------------  -----------
Sales and marketing           $  106,342  $1,361,243   ($1,254,901)        (92%)
Professional Fees                211,590     422,520     ($210,930)        (50%)
Depreciation                       2,349       1,272  $      1,077           85%
General and Administrative     1,178,060   1,338,541     ($160,481)        (12%)
Related Party - Rent Expense           -      82,161   ($82,161.00)       (100%)

Sales  and  Marketing  -  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.   The 92% decrease
from  2008  is attributable to the aggressive marketing campaign we conducted in
2008  as  we rolled out our prepaid cards.  Sales and marketing will continue to
fluctuate  greatly  due  to  the  varying  amount of time and money we commit to
marketing  from  time  to  time.

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.  The 50% decrease in professional fees
is primarily due to the costs of our private offering and registration statement
in  2008.  We anticipate this expense remaining at or around its 2009 levels for
the  foreseeable  future.

Depreciation  - Consists of depreciation of property and equipment. We attribute
the  increase  in  depreciation  to  the  acquisition  of additional depreciable
property  and  equipment  in  2009.

General and Administrative - Consists of insurance, office supplies and expense,
payroll  expenses,  investor referral fees and other miscellaneous expenses.  We
believe the 12% decrease represents the mild fluctuation we expect to occur each
year  based  on  the  varying  needs  of  the  Company.

Related  Party-  Rent  Expense - Consists of office space rental.  In 2009 we no
longer leased office space from a related party, and do not anticipate incurring
this  expense  in  the  future.

OFF-BALANCE  SHEET  ARRANGEMENTS

None

SIGNIFICANT EMPLOYEE CHANGES

On January 29, 2009, Rick Galasieski was elected as a director of the Company
and appointed as Vice President and Corporate Secretary of the Company.  On July
15, 2009, Mr. Galasieski was promoted to Senior Vice President.

On August 6, 2009, the Company terminated Executive Vice President Robert
Christiansen .  On September 19, 2009, John Weber, Jr. resigned as a consultant
to the Company and as head of the Company's Accounting Advisory Board.  Mr.
Weber was previously the Company's Vice President of Finance, the principal
financial officer of the Company.


                                   Page 20
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

Consolidated Balance Sheets                                   F-22

Consolidated Statements of Operations                         F-23

Consolidated Statements of Changes in Shareholders' Interest  F-24

Consolidated Statements of Cash Flows                         F-25

Notes to Consolidated Financial Statements                    F-26























                                   Page 21
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               DECEMBER 31, 2009

                                              DECEMBER 31,    DECEMBER 31,
                                                  2009            2008
                                             --------------  --------------
ASSETS
Current Assets
  Cash and cash equivalents                  $     100,283   $      83,011
  Receivables, net                                 200,990          79,472
  Prepaid expenses and other current assets         41,630          33,100
                                             --------------  --------------
Total Current Assets                               342,903         195,583
Property and Equipment, net                          5,583           4,420
Other Assets
  Deposits                                          10,000          10,000
                                             --------------  --------------
Total Assets                                 $     358,486   $     210,003
                                             ==============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
  Accounts payable and accrued expenses      $     268,632   $     272,099
  Deferred liability                                52,825               -
  Common stock to be issued                         15,000               -
  Interest payable - related party                  13,624           2,768
  Note payable - related party                     340,585         197,269
  Note payable                                      74,128          58,551
Total Current Liabilities                          764,794         530,687
Long Term Liabilities
  Note payable - related party                     277,003         466,960
  Note payable                                      68,568         124,338
                                             --------------  --------------
Total Long Term Liabilities                        345,571         591,298
                                             --------------  --------------
Total Liabilities                                1,110,365       1,121,985
Commitments and Contingencies                            -               -
Stockholders' Deficit
  Common stock - authorized
    1,000,000,000 shares,
  $0.001 per share, 397,903,890 shares
    and 403,903,890 shares issued and
    outstanding                                    397,904         403,904
  Additional paid in capital                     2,063,597       2,057,597
  Accumulated deficit                           (3,213,379)     (3,373,483)
                                             --------------  --------------
Total Stockholders' Deficit                       (751,879)       (911,982)
                                             --------------  --------------
Total Liabilities and Stockholders' Deficit  $     358,486   $     210,003
                                             ==============  ==============

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

                                      F-22
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                               DECEMBER 31, 2009

                                             FOR THE YEAR ENDED DECEMBER 31,
                                                 2009               2008
                                          ------------------  -----------------
REVENUES
  Card operations                         $       1,681,454   $        614,793
  Processing services                               697,263            404,103
                                          ------------------  -----------------
Total revenues                                    2,378,717          1,018,896

COST OF SALES                                       668,066            425,346
                                          ------------------  -----------------
GROSS PROFIT                                      1,710,651            593,550

OPERATING EXPENSES
  Sales and marketing                               106,342          1,361,243
  Professional fees                                 211,590            422,520
  Depreciation                                        2,349              1,272
  General and administrative                      1,178,060          1,338,541
  Related party - rent expense                            -             82,161
                                          ------------------  -----------------
Total operating expenses                          1,498,341          3,205,737
                                          ------------------  -----------------
INCOME (LOSS)  FROM OPERATIONS                      212,310         (2,612,187)

NON-OPERATING INCOME (EXPENSES)
  Interest income                                       207                  -
  Interest expense                                  (29,390)            (8,424)
  Interest expense - related party                  (19,871)           (31,994)
  Other                                                  34              1,952
                                          ------------------  -----------------
Total non- operating expenses                       (49,019)           (38,466)
                                          ------------------  -----------------

Income (Loss) Before Income Taxes                   163,291         (2,650,653)

Provision for income taxes                            3,188              2,400

Net Income (Loss)                         $         160,103   $     (2,653,053)
                                          ==================  =================

Income (Loss)  per common share
  - basic and diluted                     $          0.0004   $        (0.0070)
                                          ==================  =================

Weighted average shares outstanding

  during the period - basic and diluted         402,548,391        377,763,729
                                          ==================  =================

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

                                      F-23
<PAGE>
<TABLE>
<CAPTION>


                                                   PREPAID CARD HOLDINGS, INC.
                             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
                                                        DECEMBER 31, 2009
<S>                          <C>            <C>         <C>      <C>        <C>           <C>          <C>           <C>
                                                                              SUBSCR-     ADDITIONAL    RETAINED
                                   COMMON STOCK          PREFERRED STOCK      IPTIONS      PAID IN      EARNINGS
                                SHARES        AMOUNT    SHARES     AMOUNT    RECEIVABLE    CAPITAL      (DEFICIT)       TOTAL
                             -------------  ----------  -------  ---------  ------------  -----------  ------------  ------------

Balance - December 31, 2007   476,873,589   $ 476,874         -  $       -  $  (114,163)  $  935,569   $  (720,430)  $   577,850
Shares issued for
  combination                   2,500,000      22,500         -          -            -     (732,348)            -      (709,848)
Subscriptions received                  -           -         -          -      114,163            -             -       114,163
Shares issued 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       3,343         -          -            -      326,327             -       329,670
Shares cancelled                 (500,000)       (500)        -          -            -          500             -             -
Net loss                                -           -         -          -            -            -    (2,653,053)   (2,653,053)
                             -------------  ----------  -------  ---------  ------------  -----------  ------------  ------------

Balance - December 31, 2008   403,903,890     403,904         -          -            -    2,057,597    (3,373,483)     (911,982)
Shares cancelled per
  settlement                   (6,000,000)     (6,000)        -          -            -        6,000             -             -
Net Income                              -           -         -          -            -            -       160,103       160,103
                             -------------  ----------  -------  ---------  ------------  -----------  ------------  ------------

Balance - December 31, 2009   397,903,890   $ 397,904         -  $       -  $         -   $2,063,597   $(3,213,380)  $  (751,879)
                             =============  ==========  =======  =========  ============  ===========  ============  ============
<FN>
                The accompanying notes are an integral part of these unaudited consolidated financial statements.
</TABLE>

                                      F-24
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                               DECEMBER 31, 2009

                                              FOR THE YEAR ENDED DECEMBER 31,
                                                   2009           2008
                                              --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                             $     160,103   $ (2,653,053)
Depreciation                                          2,349          1,272
Bad debts                                           190,832              -
Common stock issued for services                          -        352,169
(Increase) decrease in current assets
  Accounts receivable                              (312,351)       (79,472)
  Prepaid expenses and other current assets          (8,530)       (43,100)
Increase (Decrease) in current liabilities
  Accounts payable and accrued expenses              (3,467)       268,645
  Interest payable - related party                   10,856              -
  Deferred liability                                 52,825              -
                                              --------------  -------------
Net Cash Provided By (Used In)
  Operating Activities                               92,618     (2,153,539)

CASH FLOWS FROM INVESTING ACTIVITIES
Business combination and fixed assets                     -       (734,067)
Purchase of property and equipment                   (3,512)             -
                                              --------------  -------------
Net Cash Used in Investing Activities                (3,512)      (734,067)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from issuance of note
  payable                                                 -      1,288,782
Cash payments on notes payable                      (40,193)      (353,125)
Cash payments on notes payable
  - related party                                   (46,641)       (85,771)
Cash proceeds from issuance of
  common stock                                       15,000      1,429,237
Cash proceeds from collections of
  subscriptions receivable                                -        114,163
                                              --------------  -------------
Net Cash Provided by (Used In)
  Financing Activities                              (71,834)     2,393,286
                                              --------------  -------------

NET INCREASE (DECREASE) IN CASH                      17,272       (494,320)

CASH AND CASH EQUIVALENTS
  - BEGINNING BALANCE                                83,011        577,331
                                              --------------  -------------

CASH AND CASH EQUIVALENTS
  - ENDING BALANCE                            $     100,283   $     83,011
                                              ==============  =============

SUPPLEMENTAL DISCLOSURES:
Interest Paid                                 $      14,798   $     35,002
Income Taxes Paid                             $         843   $          -
<
  The accompanying notes are an integral part of these unaudited consolidated
                             financial statements.

                                      F-25
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               DECEMBER 31, 2009

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 to National Health Care Alliance,
Inc.  The  Company  was  dormant  until October 11, 2007 when it acquired Berman
Marketing Group, a wholly-owned subsidiary as its operating business. In October
2007,  the  name  of the Company was changed from National Health Care Alliance,
Inc.  to  Berman  Holdings,  Inc.  In  March 2008, the Company acquired Merchant
Processing  International,  Inc.  from  a  related  party,  and  it  became  a
wholly-owned  subsidiary  of  the  Company. In May 2008, the Company changed its
name  to  Prepaid  Card  Holdings,  Inc.  The Company currently trades under the
symbol  PPDC.PK on Pink OTC Markets Inc. which provides the leading inter-dealer
electronic quotation and trading system in the over-the-counter (OTC) securities
market.

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
country-regionPlaceTypeUnited  States of America, which contemplate continuation
of  the  Company  as a going concern. The Company has incurred consistent losses
and  has  a  negative  stockholders'  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,  Inc.  All  material  inter-company  balances  and
transactions  have been eliminated on consolidation. The acquisition of Merchant
Processing  International,  Inc.  has been accounted for as a transfer of assets
under common control, and accordingly is accounted for in all periods presented.

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  based  compensation, the Company recognizes an expense in accordance with
SFAS  No.  123  and  values

                                      F-26
<PAGE>
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. The Company did not realize any professional
services  during  the year ended December 31, 2009 and therefore, did not record
any  stock  based  compensation  expense.

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.

Accounts  Receivable
--------------------

Accounts  receivable  consist  of  processing fees and charges from banks on the
amounts  transacted  for  the previous month. The Company maintains reserves for
potential  credit  losses  on  accounts  receivable.  Management  reviews  the
composition  of  accounts receivable and analyzes historical bad debts, customer
concentrations,  customer credit worthiness, current economic trends and changes
in  customer  payment  patterns  to  evaluate  the  adequacy  of these reserves.
Reserves  are  recorded  primarily  on  a  specific  identification  basis.

Allowance for doubtful debts amounted to $112,494 and $0 as of December 31, 2009
and  December  31,  2008,  respectively.

Property  and  Equipment
------------------------

Property  and  equipment  are  carried  at  cost  less accumulated depreciation.
Depreciation  is  provided  using  the  straight-line  method over the estimated
useful life of the assets from three to five years. Expenditures for maintenance
and  repairs  are  charged  to  expense  as  incurred.

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.

                                      F-27
<PAGE>
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.

Revenue  Recognition
--------------------

The  Company  recognizes  revenues  both  from  merchant processing services and
activity charges for card usage. These fees are based on individual transactions
and  recorded  at  the  time  of  occurrence.

For  the merchant processing services, the Company earns 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,  the Company earns 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  charged  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

                                      F-28
<PAGE>
not  been  presented  separately  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  August  2009,  the  FASB issued Accounting Standards Update ("ASU") 2009-05,
which  amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides
additional  guidance  on  the  measurement  of  liabilities at fair value. These
amended  standards  clarify  that in circumstances in which a quoted price in an
active  market  for the identical liability is not available, we are required to
use  the quoted price of the identical liability when traded as an asset, quoted
prices  for  similar  liabilities, or quoted prices for similar liabilities when
traded  as  assets. If these quoted prices are not available, we are required to
use  another  valuation  technique,  such  as  an  income  approach  or a market
approach.  These  amended  standards  became  effective  for us beginning in the
fourth  quarter  of  fiscal year 2009 and are not expected to have a significant
impact  on  our  consolidated  financial  statements.

In  September  2009,  the  Financial  Accounting Standards Board ("FASB") issued
guidance  related to revenue recognition for multiple element deliverables which
eliminates the requirement that all undelivered elements must have objective and
reliable  evidence  of  fair value before a company can recognize the portion of
the  consideration  that  is  attributable  to  items  that  already  have  been
delivered. Under the new guidance, the relative selling price method is required
to  be  used  in  allocating consideration between deliverables and the residual
value  method  will  no  longer  be  permitted.  This  guidance  is  effective
prospectively  for  revenue  arrangements entered into or materially modified in
2011  although early adoption is permitted. A company may elect, but will not be
required,  to  adopt  the  amendments retrospectively for all prior periods. The
Company  is  currently  evaluating  this guidance and has not yet determined the
impact,  if  any,  that  it  will have on the consolidated financial statements.

In  October  2009,  the  FASB  issued ASU 2009-13, "Multiple-Deliverable Revenue
Arrangements",  now  codified  under  FASB ASC Topic 605, "Revenue Recognition",
("ASU  2009-13").  ASU  2009-13  requires  entities  to  allocate  revenue in an
arrangement  using  estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of  revenue  allocation  and  require revenue to be allocated using the relative
selling  price  method. ASU 2009-13 should be applied on a prospective basis for
revenue  arrangements  entered  into  or  materially  modified  in  fiscal years
beginning  on  or after June 15, 2010, with early adoption permitted. Management
is  currently  evaluating  the  potential  impact of ASU2009-13 on our financial
statements.

 In  October,  2009,  the  FASB  issued  ASU  2009-15, "Accounting for Own-Share
Lending  Arrangements  in  Contemplation  of  Convertible Debt Issuance or Other
Financing",  now  codified under FASB ASC Topic 470 "Debt", ("ASU 2009-15"), and
provides  guidance  for  accounting  and  reporting  for  own-share  lending
arrangements issued in contemplation of a convertible debt issuance. At the date
of  issuance, a share-lending arrangement entered into on an entity's own shares
should  be measured at fair value in accordance with Topic 820 and recognized as
an  issuance  cost,  with an offset to additional paid-in capital. Loaned shares
are  excluded  from  basic  and diluted earnings per share unless default of the
share-lending  arrangement  occurs.  The  amendments  also  require  several
disclosures  including  a  description  and the terms of the arrangement and the
reason  for entering into the arrangement. The effective dates of the amendments
are  dependent  upon the date the share-lending arrangement was entered into and
include  retrospective  application  for  arrangements  outstanding  as  of  the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently  evaluating  the  potential  impact  of  ASU  2009-15 on our financial
statements.

In  December  2009,  under  FASB  ASC  Topic 860, "Transfers and Servicing." New
authoritative  accounting  guidance  under  ASC  Topic  860,  "Transfers  and
Servicing,"  amends  prior  accounting  guidance

                                      F-29
<PAGE>
to  enhance  reporting  about  transfers  of  financial  assets,  including
securitizations,  and  where  companies  have  continuing  exposure to the risks
related  to  transferred  financial  assets.  The  new  authoritative accounting
guidance  eliminates  the  concept  of a "qualifying special-purpose entity" and
changes  the  requirements  for  derecognizing  financial  assets.  The  new
authoritative accounting guidance also requires additional disclosures about all
continuing  involvements with transferred financial assets including information
about  gains  and  losses  resulting  from  transfers during the period. The new
authoritative  accounting guidance under ASC Topic 860 will be effective January
1,  2010  and  is  not  expected  to  have a significant impact on the Company's
financial  statements.

Reclassifications
-----------------

Certain  comparative  amounts  have  been reclassified to conform to the current
period's  presentation.

NOTE 2 - RELATED PARTY TRANSACTIONS

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

The Company executed a promissory note with its President for a principal sum of
$750,000  bearing  interest at 5% per annum, due over 48 months starting July 1,
2008.  On  January  1,  2009, the interest rate was adjusted to 3.25% per annum.
The principal amount outstanding on the promissory note was $617,588 at December
31, 2009 and accrued interest payable on the promissory note amounted to $13,624
at  December  31,  2009.

Starting  February  1,  2009,  the  Company's  President  reduced  his salary by
approximately  70%.

The  Company  was obligated under a sub-lease arrangement with Berman Investment
Group,  a  related  party, for hardware and software usage for $1,800 per month.
The  sub-lease agreement expired in November 2008. No expenses for the sub-lease
were  incurred  during  the  year  ended  December  31,  2009.

The  Company also sub-leased its rental space from Berman Investment Group until
December  31, 2008, an entity owned by a related party, for approximately $3,500
per  month. The Company recorded rent expense from related party amounting to $0
and  $14,000  for  the  year  ended  December  31,  2009 and 2008, respectively.

NOTE 3 - BUSINESS COMBINATION

In  March 2008, the Company accounted for the acquisition of Merchant Processing
International, Inc. as a business combination under common management and common
control,  for  the  amount  paid  for Merchant Processing International, Inc. in
excess  of  its book value. The Company issued 22,500,000 shares of common stock
to  a  related  party,  at  par value of $0.001 per share valued at $22,500, and
executed  a  promissory  note  for  $750,000,  for  a  total  consideration  of
acquisition  valued  at $772,500. The consideration paid exceeded the book value
of the assets acquired 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. Accounts receivable
consist  of:

                                      F-30
<PAGE>
                                               DECEMBER 31,
                                              2009          2008
                                         --------------    -------
Trade                                    $     112,494     $     -
Meta Bank                                      180,735      78,773
Commissions                                      1,327         700
Card Association Incentives                      9,547           -
Other                                            9,381           -
                                         --------------    -------
                                               313,484      79,473
Less: Allowance for doubtful accounts         (112,494)          -
                                         --------------    -------
                                         $     200,990     $79,473
                                         ==============    =======


NOTE  5  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consist  of  the  following:

                                         DECEMBER 31,
                                       2009           2008
                                  --------------    --------

Furniture and fixtures            $       8,648     $ 8,648
Computer equipment                        7,193       3,682
                                  --------------    --------
                                         15,841      12,330
Less: Accumulated depreciation           (9,799)     (7,910)
                                  --------------    --------
Property and equipment, net       $       6,042     $ 4,420
                                  --------------    --------

Depreciation  expense  for the twelve months periods ended December 31, 2009 and
2008  was  $2,349  and  $1,272,  respectively.

NOTE  6  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  consist  of  the  following:

                                        DECEMBER 31,
                                       2009         2008
                                  -------------    --------
Accrued Interest                  $      24,903    $  2,768
Website                                   3,066           -
Office Expense                            8,415      60,948
Insurance                                 5,085       1,029
Legal                                    43,173       1,127
Accrued Salaries                         10,000           -
Marketing and Processing Costs          154,430     194,997
Other                                    19,560      11,230
                                  -------------    --------
Total                             $     268,632    $272,099
                                  =============    ========

                                      F-31
<PAGE>
NOTE  7  -  NOTES  PAYABLE

Note  Payable  -  Related  Party
--------------------------------

The  Company  is  indebted  to  its  President, a principal shareholder, for the
purchase  of the subsidiary. The Company executed a promissory note of $750,000,
payable  over  48 months bearing interest at 3.25% per annum, with final payment
due  on  June  1,  2012.  The  Company is obligated to make a monthly payment on
$16,764.  Effective  January  1,  2009, the interest rate was reduced from 5% to
3.25%.  The  principal  balance  outstanding  at  December  31, 2009 amounted to
$617,588.  Accrued  interest  payable  to  the  President on the promissory note
amounted  to $13,624 at December 31, 2009. The Company recorded interest expense
related  to  the  promissory  note  of  $19,871  and $31,994 in the accompanying
consolidated  statements  of  operations  for  the  twelve  months period ending
December  31,  2009  and  2008,  respectively.

Notes  Payable  -  Others
-------------------------

The  Company  is  indebted to a third party vendor for the purchase of marketing
services.  The  principal balance, bearing annual interest at 4%, outstanding at
December  31,  2009  amounted  to $129,299 payable in monthly payments of $5,400
over  25  months.

The  Company  is  indebted to a third party vendor for the purchase of marketing
services.  The  principal balance, bearing annual interest at 4%, outstanding at
December 31, 2009 amounted to $13,397 payable in monthly payments of $4,493 over
3  months.

The  Company  recorded  an  interest  expense  of  $29,390  and  $8,424  in  the
accompanying  statements  of operations for the twelve months ended December 31,
2009  and  2008,  respectively.

NOTE 8 - COMMON STOCK TRANSACTIONS
On  August  3,  2009,  the  Company  reached an agreement in principal to settle
lawsuits  brought  by Robert McBride and Bruce Barton against the Company. Under
the  terms  of  the settlement, the Company agreed to pay Mr. McBride a total of
$60,000  to  purchase  6,000,000  shares of the Company's common stock from him.
Additionally,  a  convertible  note issued to Mr. McBride in the amount of up to
$50,000,  which  is convertible into 400,000 shares of non reversible stock, was
agreed  to  be  reduced  to 300,000 shares of non reversible stock. If after two
years of the agreement date the Company does not complete a reverse split of its
common  stock  and  pays  all  required  settlement payments to Mr. McBride, the
convertible  note  and underlying 300,000 shares of non reversible stock will be
canceled. Mr. McBride and Mr. Barton released all claims against the Company and
all  of  its  officers  and  directors,  Bruce  Berman,  Merchant  Processing
International  Inc.  DBA  Bank  Freedom,  Berman Marketing Group Inc. and Berman
Investment  Group.

The  Company  received 6,000,000 shares of its common stock from Mr. McBride and
on  November  12,  2009  cancelled  these  shares.  Pursuant to the terms of the
settlement  agreement,  the  Company has paid Mr. McBride $30,000 as of December
31,  2009  and  an  additional  payment  of  $5,000  on  January  15,  2010.
NOTE  9  -  BASIC  AND  DILUTED  NET  INCOME  (LOSS)  PER  SHARE

Net  income  (loss)  per share is calculated in accordance with the Statement of
financial  accounting  standards  No.  128 (SFAS No. 128), "Earnings per share."
SFAS  No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net
income  (loss)  per share for all periods presented has been restated to reflect
the  adoption  of  SFAS No. 128. Basic net income (loss) per share is based upon
the

                                      F-32
<PAGE>
weighted  average number of common shares outstanding. Diluted net income (loss)
per  share  is  based on the assumption that all dilutive convertible shares and
stock  options were converted or exercised. Dilution is computed by applying the
treasury stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and  as  if  funds  obtained  thereby  were used to purchase common stock at the
average  market  price  during  the  period.

Weighted  average  number  of  shares  used  to compute basic and diluted income
(loss)  per  share  is  the  same  since  the  effect  of dilutive securities is
anti-dilutive.

NOTE 10 - INCOME TAXES

Income tax for the years ended December 31, 2009 and 2008 is summarized as
follows:

                            DECEMBER 31,
                          2009       2008
                         ------    --------
     Current:
       Federal           $    -    $      -
       State              3,188       2,400
       Deferred taxes         -           -
                         ------    --------
                         $3,188    $  2,400
                         ======    ========

The  following is a reconciliation of the provision for income taxes at the U.S.
federal  income  tax  rate  to  the  income  taxes reflected in the Consolidated
Statements  of  Operations:

                                                            DECEMBER 31,
                                                          2009       2008
                                                         ------    --------

     Tax expense (credit) at statutory rate - federal     (34%)       (34%)
     State tax expense net of federal tax                  (6%)        (6%)
     Valuation allowance                                    40%         40%
                                                         ------    --------
     Tax expense at actual rate                              -           -
                                                         ======    ========

The  tax effects of temporary differences that gave rise to significant portions
of  deferred  tax  assets  and  liabilities at December 31, 2009 and 2008 are as
follows:

                                            DECEMBER 31,
                                        2009            2008
                                    ------------    ------------
Deferred tax assets:
Net operating loss carry forward    $ 1,286,657     $ 1,350,698
                                    ------------    ------------
Total gross deferred tax assets       1,286,657       1,350,698
Less: Valuation allowance            (1,286,657)     (1,350,698)
                                    ------------    ------------
Net deferred tax assets                       -               -
                                    ============    ============

                                      F-33
<PAGE>
At  December  31,  2009,  the  Company  had net operating loss carry forwards of
$3,216,642  for  U.S.  federal  income  tax  purposes available to offset future
taxable  income expiring on various dates through 2022. The Company has recorded
a  100% valuation allowance on the deferred tax assets due to the uncertainty of
its  realization.

NOTE 11 - COMMITMENT AND CONTINGENCIES

On  July  2,  2009,  the  Company entered into a five (5) year marketing support
agreement  with  a major Card Association ("Association") to offer their prepaid
cards  to the Company's customers in a preferred manner with no less than 70% of
the company's cards issued bearing the Association's brand. In consideration for
offering  the  prepaid  cards  in a preferred manner, the Association provided a
non-returnable  sign-on bonus of $50,000 and agreed to provide marketing support
of  up  to  $150,000  for the Company's actual out-of-pocket expenses during the
term  of the agreement and subject to certain performance criteria. In addition,
the  Association  agreed to provide financial incentives to the Company based on
achieving  future  processing  volumes.  To  the extent that the entire value of
marketing  support  is  not  used  during  the term of the agreement, any unused
marketing  support  will  be  forfeited  and  the  Company  shall  refund to the
Association  such  unused  amount  of marketing support. On August 27, 2009, the
Company  received  $200,000 of which $50,000 was a sign-on bonus and recorded it
as revenues in the accompanying financial statements for the year ended December
31, 2009. During the year ended December 31, 2009, the Company incurred expenses
of  $97,175  in  marketing  support expense that was offset against the $150,000
received  from  the  Association.  The  Company  recorded  in  the  accompanying
financial statements at December 31, 2009 a deferred liability for the remaining
$53,825  unused  marketing  support  fund  received  from  the  Association.  In
addition, based on its processing volume the Company earned $18,101 of financial
incentives  from  the  Association during the year ended December 31, 2009 which
the  Company  will  receive  on  the  1st  anniversary  of  the execution of the
agreement.  Each  subsequent  year's  marketing  incentives  will be paid to the
Company  on the respective anniversary date. The Company has recorded $18,101 as
accounts  receivable  from  the  Association  as  of  December  31,  2009.

In November 2009, the Company received an invoice from its Processor for $92,945
for  service  charges  covering the period from January 1, 2008 to September 30,
2009.  Subsequently, the Processor sent a revised invoice for services for in an
amount  not  less  than $107,984 with no details of the time period covered. The
Company  is disputing these charges. The Company has not recorded the additional
expense of $15,039 for services in the accompanying financial statements for the
period  ended  December  31,  2009.  On  February  17, 2010, the Company and the
Processor  agreed  to  mediate  their dispute regarding those charges as well as
other  charges  where  the  Company  asserts  it  has  been  over  billed by its
Processor,  however,  such mediation was without success. On March 16, 2010, the
Processor  filed  a  complaint  against the Company for their demand of not less
than  $107,000.  The  Company  plans  to arbitrate the dispute to defend itself.

NOTE 12 - GOING CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a going concern. This basis of accounting contemplates the recovery
of  the  Company's  assets and the satisfaction of its liabilities in the normal
course  of  business.  The  Company has an accumulated deficit of $3,213,379 and
working  capital deficiency of $421,890 as of December 31, 2009 and recorded net
earnings  of  $160,103  for  the  year  ended  December 31, 2009. In view of the
matters described above, recoverability of a major portion of the recorded asset
amounts  shown  in  the  accompanying  balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the Company's ability
to  raise  additional  capital,  obtain  financing  and to succeed in its future
operations.  The  financial  statements  do  not  include

                                      F-34
<PAGE>
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.

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue as a going concern. Management devoted considerable effort
during the year ended December 31, 2009 towards (i) expanding the Company's Card
operations  business,  (ii)  further  streamlining  and  reducing  costs,  (iii)
evaluating its distribution and marketing methods, and (iv) obtaining additional
equity  financing.

NOTE 13 -SUBSEQUENT EVENTS

The  Company's  Executive  Vice  President  of  Business  Development,  Robert
Christiansen  was  terminated by the Company on August 6, 2009. On September 10,
2009,  the  Company filed a lawsuit against Mr. Christiansen and on December 22,
2009,  the  Company  settled the lawsuit. As part of the settlement, the Company
received  back  21,250,000  shares of its common stock held by Mr. Christiansen.
Mr.  Christiansen  also  held  an option to purchase up to 63,750,000 options at
$0.0001  per  share  from the Company's CEO, Bruce Berman. Mr. Christiansen also
released  all  rights  to any of those unexercised options, and in exchange, the
Company  paid $15,000 to Mr. Christiansen.  Each party extended mutual releases.
On  January  15,  2010,  the Company cancelled 21,250,000 shares of common stock
received  pursuant  to  the settlement of its lawsuit. In addition, Bruce Berman
the  Company's  Chief executive Officer granted from his personal stock holdings
63,750,000  options  to  four  key  members  of  the  Company's management team.

On  January  10,  2010,  the  Board of Directors approved the price reduction of
15,000,000 stock options issued to Rick Galasieski, Senior Vice President of the
Company  ("Executive")  for  $0.001  per  share  if  the Executive exercised the
purchase  of  options  immediately.  The  Board  reached a unanimous decision to
accept  the  option  exercise  effective  January  5, 2010. The Company received
$15,000  in  cash  from  the  Executive from the exercise of 15,000,000 options.

On February 5, 2010, the Company assigned its rights to receive compensation and
other  benefits  based upon the processing activity of certain merchants, herein
referred  to as "Merchant Portfolio", from Spectrum Business Solutions, Inc.  to
a  non-affiliated  third  party  for $100,000.  The Company has received $50,000
towards  such  assignment  and agreed to execute a promissory note guaranteed by
the  two  shareholders  of  the third party, to receive the remaining $50,000 no
later  than  May 3, 2010. As part of this assignment, the Company also agreed to
recommend to all its agents to submit all future merchant processing accounts to
this  third  party.  With  the  assignment of this portfolio, the Company is not
exiting  the merchant credit card processing business but changing from an agent
based  merchant  processor  to a 100% in house account based merchant processor.
The advertising the Company does on Bank Freedom Prepaid Debit Cards has created
an  unanticipated  lead  flow  of  potential  merchant  business.

On  March  3,  2010, the Company received in cash $50,000 from a third party and
executed a Convertible Promissory Note to pay the principal sum of $50,000 for a
one  year  term.  The term of maturity of the Convertible Promissory Note is one
year  and  interest  rate  is  12%  simple  interest per annum. In the event the
Company  does not pay the amount due on or before the maturity date, the Company
agreed  to pay liquidated damages of 1.5% simple monthly interest on any amounts
outstanding, due on each one month anniversary of the maturity date. The Company
also  agreed  to grant 5,000,000 stock options at an exercise price of $0.01 per
share  as  consideration  for  making  this  loan  available  to  the  Company.

On  April  2,  2010,  the  Company  executed a Revolving Promissory Note with an
officer  and  director to borrow a principal sum of $50,000 for a one year term.
The  interest  rate  payable  for  such  loan was agreed to be the interest rate
charged  to  the  officer and director on the revolving credit line by the third
party.  In  the

                                      F-35
<PAGE>
event  the  Company  does not pay the amount due on or before the maturity date,
the  Company agreed to pay liquidated damages of 1.5% simple monthly interest on
any amounts outstanding, due on each one month anniversary of the maturity date.
The Company also agreed to grant 5,000,000 stock options at an exercise price of
$0.01 per share as consideration for making this revolving line available to the
Company.  The  Company  has  not  borrowed  any funds against the April 2, 2010.



































                                      F-36
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

In January 2010 we learned that Mr. Corso, the accountant who had been
conducting the audit in the name of Gruber & Company, did not hold a current
accounting license; we were later informed by Gruber & Company that Mr. Corso
was incarcerated on unknown charges and was never an employee of Gruber &
Company.  Gruber & Company has stated that they have no association with Mr.
Corso, therefore, the December 31, 2008 audited financials should not be relied
on and need to be re-audited.  We currently have not engaged an auditor to audit
our Fiscal 2008 and 2009 financial statements.

Accordingly, on January 26, 2010 the Company entered into a consulting agreement
with  a  licensed  CPA  from  the  State  of California to assist the Company in
preparing  its financial statements going forward, as well as in reconciling the
company's  previous  financial  statements  for  accuracy  and  completeness.

As  of  the  date  hereof,  the  Company  has not engaged a new certified public
auditing  firm.  Engaging a certified public auditing firm and conducting audits
on  fiscal  2008  and  2009  is  a  priority  for  the  Company.


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, 2009.  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,  2009.

(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.

                                   Page 37
<PAGE>
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, 2009.  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, 2009 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  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.  Under current
regulations, 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,  2009,  that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.

ITEM  9B.  OTHER  INFORMATION

None.



                                   Page 38
<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                  52  Chief Executive Officer,
                                  Chairman of the Board of Directors,
                                  and Principal Financial Officer

Rick Galasieski               35  Vice President, Corporate 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 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

                                   Page 39
<PAGE>
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.

RICK  GALASIESKI:  Senior  Vice  President,  Corporate  Secretary  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.

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").  SEC  regulations  require
reporting  persons  to  furnish  us  with copies of all Section 16(a) forms they
file.

                                   Page 40
<PAGE>
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  2009  and  our  own records, we believe that Mr. Berman failed to timely
file  form  a form 4 to report disposition of certain of his shares as a gift in
April,  2009.  No  other  such  person failed to file timely a Form 3, 4 or 5 in
Fiscal  2009.

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

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."

Name               Corporate Office
---------------    ---------------------------------------------
Bruce Berman       Chief Executive Officer
                   and Principal Financial Officer
Rick Galasieski    Senior Vice President and Corporate Secretary

                                   Page 41
<PAGE>

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.  During Fiscal 2009 the Company issued a total of 350,000 warrants
to  four  of  its  non-executive  employees.

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'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.

                                   Page 42
<PAGE>
     Name               Annual Salary
     ---------------    --------------
     Bruce Berman       $      150,000
     Rick Galasieski    $      100,000

Bruce  Berman, Chief Executive Officer - Mr. Berman was paid $1 for the 15 month
period of October 2007 until December 31 2008. 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 agreed to lower his salary and received a total of
$72,292  in  2009  in  salary.  Effective  April 1 2010 Mr. Berman is to be paid
$150,000  annually. Mr. Berman has agreed to accrue $5,000 a month of his salary
until  the  company  cash  flow  improves.

Rick  Galasieski,  Senior Vice President - Mr. Galasieski effective April 1 2010
is to be paid $100,000 annually.  Mr. Galasieski  has agreed to accrue $833.33 a
month  of  his  salary  until  the  company  cash  flow  improves.

GRANTS  OF  PLAN-BASED  AWARDS  TABLE  FOR  FISCAL  YEAR  2009

The  Company  currently  does  not participate in any equity award plan.  During
fiscal  2009,  we  did  not grant any equity awards under any equity award plan.

OPTION  EXERCISES  FOR  FISCAL  2009

During  fiscal  2009,  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.  Galasieski  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  to  date

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 43
<PAGE>
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to, or accrued by, the named executive officers during the
fiscal years ended December 31, 2009 and 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.

<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          2009         72,292              0             0             0             0        0          0
                      2008              1              0             0             0             0        0          0
Rick Galasieski       2009         80,250              0             0             0             0        0          0
                      2008         64,500              0       23,4852             0             0        0          0
Robert Christiansen1  2009         71,935              0             0             0             0        0          0
                      2008        120,000              0             0             0             0        0          0
<FN>
1.  Mr. Christiansen was terminated for cause on August 6, 2009.
2.  For part of 2008 Mr. Galasieski was a consultant to the Company, and was paid this amount for consulting services.
</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, 2009.
<S>               <C>              <C>                <C>                     <C>        <C>
                  NUMBER OF        NUMBER OF
                  SECURITIES       SECURITIES         EQUITY INCENTIVE
                  UNDERLYING       UNDERLYING         PLAN AWARDS:            OPTION
                  UNEXERCISED      UNEXERCISED        NUMBER OF SECURITIES    EXERCISE   OPTION
                  OPTIONS          OPTIONS            UNDERLYING UNEXERCISED  PRICE      EXPIRATION
NAME              (#) EXERCISABLE  (#) UNEXERCISABLE  UNEARNED OPTIONS              ($)  DATE
Bruce Berman                    -                  -                       -          -           -
----------------  ---------------  -----------------  ----------------------  ---------  ----------
Rick Galasieski1      15,000,0002                  -                       -      0.001  N/A
<FN>
1.  On April 2, 2010, the Company issued Mr. Galasieski 5,000,000 options at an exercise price of
$0.01, which vested immediately.
2.  These options were amended and exercised in the first quarter of 2010.
</TABLE>

                                   Page 44
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  shows  the beneficial ownership of our common stock as of
April  14,  2010.  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  April  14,  2010;
(2)     each  of  the  Company's  Directors  and  Executive  Officers;  and
(3)     all  of  its  Directors  and  Executive  Officers  as  a  group.

                      AMOUNT OF     PERCENT OF
                      SHARES        SHARES
IDENTITY OF           BENEFICIALLY  BENEFICIALLY
PERSON OR GROUP       OWNED         OWNED(1,2)     CLASS
--------------------  ------------  -------------  ------
Bruce Berman
CEO and Chairman
                       292,325,000(3)       74.6%  Common
                      ------------  -------------  ------
Rick Galasieski
VP and Director
                        15,000,000           3.8%  Common
                      ------------  -------------  ------
Stuart E. Feick
PO Box 911
Palm Beach, FL 33480
                       19,825,0004          5.06%  Common
                      ------------  -------------  ------
All Directors and
Officers as a Group    307,325,000          78.4%  Common
--------------------  ------------  -------------  ------

(1)  The  percentage  of  shares  owned  is  based on  391,653,890  shares being
outstanding  as  of  April 14, 2010.  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)  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.
(3)  Mr. Berman has issued options to purchase up to 63,750,000 of his shares to
certain  employees of the Company, including 42,500,000 to Mr. Galasieski.  None
of  the  options  are  exercisable  in  the  next  6  months.
(4)  Held  in the name of Stuart E. Feick, Stuart E. Feick IRA, Gulfstream Asset
Management Corp, Gulfstream Capital Management LTD, Anita de Vienne Tremain, and
Anita  de  Vienne  Tremain  IRA.


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

                                   Page 45
<PAGE>
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.

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  was  a  registered  Independent  Sales  Organization ("ISO") with
Columbus Bank and Trust and  was authorized by Visa and MasterCard as a merchant
account  provider  that  specializes  in  all areas of bankcard processing. Bank
Freedom discontinued being an ISO of Columbus Bank and Trust in March 2010. Bank
Freedom  is currently an ISO with Spectrum Merchant Services for the purposes of
providing  merchant  processing  services  to small businesses. 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 acquisition of
Bank  Freedom,  this  agreement  is  canceled.

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 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  principal  amount  outstanding on the promissory note was $582,261.36 as of
March 31,2010 and is approximately 10 months past due.  Effective April 1, 2010,
the  Company  renegotiated the note for a 4 year term at 3.25% with a payment of
$12,952.40 a month.  Mr. Berman also agreed to discount the note 30% if paid off
in  2010.

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,  and  we now operate out of an office located in Newport Beach,
CA.


                                   Page 46
<PAGE>
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 and Rick
Galasieski,  neither  of  whom  are  independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  following is a summary of the fees paid to the Company's independent public
accounting  firm,  for  the  fiscal  years  ended  December  31,  2008 and 2009.

                     2009*   2008*
                    ------  ------
Audit fees          $    -  $    -
Audit-related fees       -       -
Tax fees                 -       -
All other fees           -       -
                    ------  ------
TOTAL               $    -  $    -

*In January 2010 we learned that Mr. Corso, the accountant who had been
conducting the audit in the name of Gruber & Company, was incarcerated on
unknown charges and did not hold a current accounting license; we were later
informed by Gruber & Company that Mr. Corso was never an employee of Gruber &
Company.  Gruber & Company has stated that they have no association with Mr.
Corso, therefore, the December 31, 2008 audited financials should not be relied
on and need to be re-audited.  We currently have not engaged an auditor to audit
our Fiscal 2008 and 2009 financial statements.

Accordingly, no monies have been paid to a certified independent public
accounting firm.  For Fiscal 2008, the Company paid to Mr. Corso $15,000 for
auditing services.

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 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.



                                   Page 47
<PAGE>
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":

Consolidated  Balance  Sheets  as  of  December  31,  2008  and  2009

Consolidated Statements of Operations for the years ended December 31, 2008, and
2009

Consolidated Statements of Changes in Shareholders' Interest for the years ended
December  31,  2008  and  2009

Consolidated  Statements of Cash Flows for the years ended December 31, 2008 and
2009

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).


                                   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: April 15, 201

                                   Page 48