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

                                   FORM 10-Q
                                  Amendment 1

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2009
                                                        -------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from         to

Commission File Number:0-53270
                       -------

                          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 Street #200, Newport Beach, CA             92660
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       (Address of principal executive offices)               (Zip Code)

                             (949) 250-9556 ext 112
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                           Issuer's telephone number

                 18500 Von Karman, Suite 530, Irvine, CA 92612
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   (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes [x]  No [  ]

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

Large accelerated filer     [  ]     Accelerated filer     [  ]
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 Exchange Act).     Yes [  ]  No [x]

The number of shares of the registrant's common stock outstanding as of
September 30, 2009 was 403,903,890 shares.
                                   PPDC3Q0901
<PAGE>

EXPLANATORY NOTE

This Amendment is being filed solely to amend Exhibit 10.1.

ITEM 6.     EXHIBITS

10.1 Prepaid  Card  Agreement  between the Company and MasterCard International,
     Incorporated dated July 2, 2009. Portions of this Exhibit have been omitted
     pursuant  to  an  application  for  confidential  treatment;  the  omitted
     information  has  been  filed  separately  with  the  SEC.


31.1 Certification  by  the Principal Executive and Financial Officer of Prepaid
     Card  Holdings,  Inc.  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 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 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.


Dated:     April 30, 2010               PREPAID CARD HOLDINGS, INC.
           --------------               (the registrant)

                                        By: \s\ Bruce Berman
                                            ----------------
                                            Bruce Berman



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