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

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2008
                                                         -------------

                                       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.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

     18500 Von Karman, Suite 530 Irvine, CA                    92612
--------------------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)

                               877-237-6260 x 110
--------------------------------------------------------------------------------
                           Issuer's telephone number

                                      N/A
   (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 June 30,
2009 was 403,903,890 shares.

<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                          ---------------------------

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q


PART I.   FINANCIAL INFORMATION                                         PAGE NO.
--------  ------------------------------------------------------------  --------

Item 1.   Condensed Consolidated Interim Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets at June 30,
          2009 (unaudited)                                                   F-3

          Condensed Consolidated Statements of Operations for the
          six months ended June 30, 2009 (Unaudited)                         F-4

          Condensed Consolidated Statements of Changes in
          Stockholders' Equity for the six months ended June 30,
          2009 (Unaudited)                                                   F-5

          Condensed Consolidated Statement of Cash Flows for the
          six months ended June 30, 2009 (Unaudited)                         F-6

          Notes to Condensed Consolidated Interim Financial
          Statements (unaudited)                                             F-7

Item 2.   Management's Discussion and Analysis                                14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.         17

Item 4.   Controls and Procedures                                             17


PART II.  OTHER INFORMATION
--------  ------------------------------------------------------------

Item 1.   Legal Proceedings                                                   18

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         18

Item 3.   Defaults Upon Senior Securities                                     18

Item 4.   Submission of Matters to a Vote of Security Holders                 19

Item 5.   Other Information                                                   19

Item 6.   Exhibits                                                            19

Signatures                                                                    19

<PAGE>
                         PART I.  FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                          PREPAID CARD HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                 JUNE 30, 2009


                                            UNAUDITED
ASSETS                                       JUNE 30,     DECEMBER 31,
Current Assets:                                2009           2008
                                           ------------  --------------
  Cash and Cash Equivalents                $   125,751   $      83,011
   Accounts Receivable                         103,699          79,472
   Prepaid Expenses                             45,568          33,100
                                           ------------  --------------
Total Current Assets                       $   275,018   $     195,583

Fixed Assets - net                               3,934   $       4,420

Other Assets:
   Deposits                                     10,000          10,000
                                           ------------  --------------
Total Other Assets                         $    10,000   $      10,000
                                           ------------  --------------
Total Assets                               $   288,952   $     210,003
                                           ============  ==============

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses   $   277,351   $     272,099
   Interest Payable - related party             13,562           2,768
   Notes Payable - related party               181,811         197,269
   Notes Payable                                99,304          58,551
   Accrued Derivative Liability                                      -
                                           ------------  --------------
 Total Current Liabilities                 $   572,028   $     530,687

Long Term Liabilities:
    Note Payable - related party           $   482,418   $     466,960
    Note Payable                                99,231         124,338
                                           ------------  --------------
 Total Long Term Liabilities               $   581,649   $     591,298
                                           ------------  --------------
 Total Liabilities                         $ 1,153,677   $   1,121,985

Stockholders Equity:
Common Stock, authorized 1,000,000,000
shares, 403,903,890 and issued and
outstanding @.001 per share                $   403,904   $     403,904
Additional Paid in Capital                   2,057,597       2,057,597
Retained Deficit                            (3,326,226)     (3,373,483)
                                           ------------  --------------

Total Stockholders' Equity (Deficit)       $  (864,725)  $    (911,982)
                                           ------------  --------------

Total Liabilities and Stockholders
  Equity (Deficit)                         $   288,952   $     210,003
                                           ============  ==============

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


                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                                     PREPAID CARD HOLDINGS, INC.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                     QUARTER ENDED JUNE 30, 2009

<S>                                   <C>             <C>              <C>             <C>
                                        FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                      -------------------------------  -------------------------------
                                      JUNE 30, 2009    JUNE 30, 2008   JUNE 30, 2009    JUNE 30, 2008
                                      --------------  ---------------  --------------  ---------------
Revenues
  Card Operations                     $      388,904  $      127,723   $      797,775  $      127,723
Processing Services                          167,339         114,003          276,177         141,263
                                      --------------  ---------------  --------------  ---------------
  Total Revenues                             556,244         241,726        1,073,953         268,986
Cost of Revenues                             192,218         177,682          335,725         177,682
                                      --------------  ---------------  --------------  ---------------
Gross Profit                                 364,025          64,044          738,227          91,304

Expenses:
Sales                                         52,461         731,019          112,034       1,022,022
Professional Fees                             63,769         309,987          154,440         434,894
General & Administrative                     202,261         439,223          424,547         823,382
  Related Party - Rent                             -          30,586                -          54,510
  Derivative Expense                                               -                                -
                                                      ---------------                  ---------------
Total                                        318,491       1,510,815          691,021       2,334,808
Profit (Loss) from operations                 45,534      (1,446,771)          47,206      (2,243,504)

Other income                                      35           1,415               51           1,415

Net Profit (Loss)                     $       45,569  $   (1,445,356)  $       47,257  $   (2,242,089)
                                      ==============  ===============  ==============  ===============
Profit (Loss) per share               $        .0001  $       (.0028)  $        .0001  $       (.0044)
                                      ==============  ===============  ==============  ===============

Weighted Average Shares Outstanding      403,903,890     514,361,340      403,903,890     505,008,314
                                      ==============  ===============  ==============  ===============

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

                                     F-4
<PAGE>
<TABLE>
<CAPTION>

PREPAID CARD HOLDINGS, INC.
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                  QUARTER ENDED JUNE 30, 2009


<S>                      <C>          <C>       <C>        <C>     <C>          <C>       <C>          <C>           <C>
                                                                   Subscr-      Subscr-   Additional   Retained
                         Common       Stock     Preferred  Stock   iption       iption    Paid in      Earnings
                         Shares       Amount    Shares     Amount  Receivable   Payable   Capital      (Deficit)     Total
                         -----------  --------  ---------  ------  -----------  --------  -----------  ------------  ----------

Balance January 1, 2009  403,903,890  $403,904          -       -  $         -  $      -  $ 2,057,597  $(3,373,483)  $(911,982)
                         -----------  --------  ---------  ------  -----------  --------  -----------  ------------  ----------

Net income for the
six months ended
June 30, 2009                      -         -          -       -            -         -            -       47,257      47,257
                         -----------  --------  ---------  ------  -----------  --------  -----------  ------------  ----------

Balance June 30, 2009    403,903,890  $403,904          -       -  $         -  $      -  $ 2,057,597  $(3,326,226)  $(864,725)
                         ===========  ========  =========  ======  ===========  ========  ===========  ============  ==========

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


                                     F-5
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          QUARTER ENDED JUNE 30, 2009

                                                        FOR THE SIX MONTHS
                                                            ENDED JUNE 30
Cash Flows from Operating Activities:                   2009         2008
                                                      ---------  ------------
Net (Loss) for the period:                            $ 47,257   $(2,241,989)
Depreciation                                               486           686
Common Stock issued                                          -       211,232
Changes in Assets and Liabilities
Accounts Receivable                                    (24,227)      (47,347)
Due from Affiliate                                                    (2,094)
Prepaid Expenses and Deposits                          (12,468)      (38,140)
Accounts Payable and Accrued Expenses                   16,046       523,342
                                                      ---------  ------------
 Net Cash flows from (used) for Operating Activities    27,094    (1,594,310)
Cash Flows Used for Investing Activities
Business Combination and Fixed Assets                        -      (734,067)
Cash Flows from Financing Activities
Issuance of note                                        52,769     1,103,125
Repayments on notes                                    (37,123)
Proceeds from the Issuance of Common Stock                   -       950,000
Collection of subscription Receivable                        -       114,163
                                                      ---------  ------------
Net Cash Flows from Financing Activities                15,646     2,167,288
                                                      ---------  ------------

Net Increase (Decrease) in cash                         42,740      (161,089)

Cash-beginning                                          83,011       577,331
                                                      ---------  ------------
Cash-end                                              $125,751   $   416,242
                                                      =========  ============

Supplemental disclosures:
Interest Paid                                         $  8,846   $         -
Income Taxes paid                                     $    800   $         -

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


                                     F-6
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                                 JUNE 30, 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 National Health Care Alliance, Inc.
The Company was dormant until October 11, 2007 when the Company acquired Berman
Marketing Group, a wholly owned subsidiary as its operating business. In October
2007 the name was changed from National Health Care Alliance, Inc. to Berman
Holdings, Inc. In March of 2008 the Company acquired Merchant Processing
International, from a related party, and it became a wholly owned subsidiary. In
May of 2008 the Company changed its name to Prepaid Card Holdings, Inc.  The
company trades under the symbol PPDC on the Over The Counter Bulletin Board.

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

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

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

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

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

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 the equity securities based on the fair value of the
security on the date of grant. For stock-based awards

                                     F-7
<PAGE>
the value is based on the market value for the stock on the date of grant. Stock
option awards are valued using the Black-Scholes option-pricing model.

During the periods presented, no shares for services were realized.

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

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

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

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

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

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

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

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

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

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


                                     F-8
<PAGE>
Revenue Recognition
-------------------

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

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

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

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

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

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

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

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

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

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

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)). This Statement provides greater consistency in the accounting and
financial reporting of business

                                     F-9
<PAGE>
combinations. It requires the acquiring entity in a business combination to
recognize all assets acquired and liabilities assumed in the transaction,
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed, and requires the acquirer to disclose
the nature and financial effect of the business combination. FAS 141(R) is
effective for fiscal years beginning after December 15, 2008.  We adopted FAS
141(R) in the first quarter of fiscal 2009.  The adoption of FAS 141 (R) had no
effect on our financial position and results of operations.

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

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

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

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

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48).  This
interpretation clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part of the benefit of that position to be recognized in an enterprise's
financial statements and also provides guidance on measurement, derecognition,
classification, interest and

                                      F-10
<PAGE>
penalties, accounting in interim periods, disclosure and transition.  FIN 48 is
effective for fiscal years beginning after December 15, 2006, but earlier
adoption is permitted.  We adopted FIN 48 effective first quarter of fiscal
2007.  There was no impact on our financial position and results of operations
upon the adoption of FIN 48.

NOTE 2 - RELATED PARTY TRANSACTIONS

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

The company owes on a note to a related party, its President $664,229 with
interest at 5% due over 48 months starting July 1, 2008.  On January 1, 2009 the
interest rate was adjusted to 3.25%.  Accrued interest payable amounted to
$13,562 at June 30, 2009.

The company did not make any payments on the related party note to its president
and owes $84,329.93 in back payments as of June 30, 2009.

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

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

The Company also sub-leased its rental space from Berman Investment Group until
December 31, 2008, an entity owned by a related party, for approximately $3,500
per month.  During the six months ended June 30, 2009 and 2008, $0 and $54,510
was incurred respectively and shown as related party expenses in the profit and
loss statement.

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

NOTE 3 - BUSINESS COMBINATION

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

NOTE 4 - ACCOUNTS RECEIVABLE

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


                                      F-11
<PAGE>
NOTE  5  -  FIXED  ASSETS

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

     Accumulated Depreciation     (8,396)

     Net Fixed Assets            $ 3,934

Depreciation  expense  for the six months ended June, 2009 and 2008 was $486 and
$686  respectively.

NOTE  6  -  NOTES  PAYABLE

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

The Company is indebted to its main shareholder for the purchase of the
subsidiary for $664,229 payable over 41 months with interest at 3.25%.  There
was accrued interest at June 30, 2009 of $13,562.  The interest expense is also
included in the general and administrative expenses in the statement of
operations.  Effective January 1, 2009, the interest rate was reduced from 5% to
3.25%.

The company did not make any payments on the related party note to its president
and owes $84,329.93 in back payments as of June 30, 2009.


Other
-----

The Company is indebted to a vendor for the purchase of marketing services for
$158,758 payable over 31 months with interest at 4.00%.

The Company is indebted to a vendor for the purchase of marketing services for
$39,778 payable over 9 months with interest at 4.00%.

NOTE 7 - COMMON STOCK TRANSACTIONS

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

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

There were no stock transactions during the first quarter or second quarters of
2009.

                                      F-12
<PAGE>
NOTE 8 - INCOME TAXES

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

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

NOTE 9 - CONTINGENT LIABILITIES

In 2009 the Company received notice of a lawsuit alleging breach of a
contractual relationship involving shares of stock for services.  As of June 30
the Company was diligently defending this lawsuit and feels there is no merit to
its action and even in the event of an adverse outcome such outcome would not
have a material effect on the business.

NOTE 10 -SUBSEQUENT EVENTS

On August 3, 2009, the Company reached an agreement in principal to settle
lawsuits brought by Robert McBride and Bruce Barton against the Company. The
company's legal counsel is preparing a draft settlement agreement at the time of
this filing based on an agreement reached via email exchanges. There can be no
assurances that a formal settlement agreement will be reached by the parties.

Under the terms of the proposed settlement, the Company will pay Mr. McBride a
total of $60,000 to purchase 6,000,000 shares of the Company's common stock from
him.  Additionally, the 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,
will be reduced to 300,000 shares of non reversible stock.  If after two years
the company does not complete a reverse split of its common stock and pays all
required settlement payments to Mr. Mcbride, the note and underlying 300,000
shares of stock are 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 ("BIG").  We have not executed the finalized
settlement agreement but are working towards doing so.

Prior to the settlement agreement, the Company was obligated to reimburse BIG if
BIG paid Mr. Barton $85,000 allegedly owed to him.  As a result of the
settlement, the Company is no longer obligated to reimburse BIG.




                                      F-13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

FORWARD  LOOKING  STATEMENTS:  STATEMENTS  ABOUT  OUR  FUTURE  EXPECTATIONS  ARE
"FORWARD-LOOKING STATEMENTS" 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.

This  Management's  Discussion and Analysis and Plan of Operation should be read
in  conjunction  with  the  financial  statements  included  in this Report (the
"Financial  Statements)

The  financial  statements  have  been  prepared  in  accordance  with generally
accepted accounting policies in the United States ("GAAP").  Except as otherwise
disclosed,  all  dollar figures included therein and in the following management
discussion  and  analysis  ("MD&A")  are  quoted  in  United  States  dollars.

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 six months ended June 30, 2009, the
Company had incurred $1,026,746 in expenses and had realized only $1,073,953 in
revenues.

Accordingly, our ability to initiate our plan of operations and continue as a
going concern is currently dependent on our ability to build our customer base
on organic internet traffic, revenue sharing opportunities, co branding,
marketing partnerships and cost saving measures. Due to our stock being thinly
traded and the current state of our balance sheet, including a lack of hard
assets against which to borrow, we believe that it will be very difficult to
obtain any form of debt financing with or without equity conversion terms.  With
the economic turmoil in the financial markets today we are concerned about the
ability to raise any capital at all at terms that would be in the shareholders'
best interest.

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

RESULTS  OF  OPERATIONS

Six  Months  Ended  June  30,  2009
-----------------------------------

Revenues

During the six months ended June 30, 2009, merchant processing services realized
revenues  of  $276,177  and  the  Bank Freedom prepaid card realized revenues of
$797,775  for  a  total  of  $1,073,953.  This represents an increase of 299% or
$804,967  from  $268,986  for  the  same  period

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<PAGE>
last  year.  The  increase  is  primarily  the result of prepaid card operations
beginning  in  the  second  quarter  of  2008.  Merchant processing revenues are
generated  in the form of commissions paid as a percentage of credit card volume
for  the retailers engaged, while the prepaid card business model earns revenues
through  interchange  and  service  fees  after  issuance  of  the  cards.

Cost  of  Sales

During  the  six  months  ended  June  30,  2009,  we incurred $335,725 in costs
directly  attributed  to  our sales.  This represents a total increase of 89% or
$158,043  over  $177,682 realized in the same period last year.  The increase is
due  to  the  operations  of  the prepaid card business had not commenced in the
first  quarter  of 2008. Cost of Sales includes, bank and Mastercard Association
fees,  merchant  processing  fees,  and  fulfillment  costs.

Expenses

During  the  six  months  ended June 30, 2009, we incurred $691,021 in expenses.
This  represents a decrease of 70% or $1,643,787 from $2,334,808 realized in the
same  period  last  year.   Expenses  consisted  of  the  following:

     EXPENSES:
     Sales                                       $112,034
     Professional Fees                            154,440
     Selling General and Administrative Costs     424,547
     Related Party Expense - Rent                       0
     Derivative Expense

Sales  -  Consist  of  internet marketing to potential cardholders using various
affiliate  marketing  channels  and pay-per-click campaigns.  This category also
includes  direct mail, radio commercial production, radio air time, and printing
expense  necessary  to  attract new cardholders.   This represents a decrease of
89%  or  $909,988  from  $1,022,022 realized in the same period last year.  As a
development  stage  company in the first quarter of 2008, and a company entering
production  in  the  second  quarter  of 2008, the company dedicated significant
resources  to  its  marketing  effort.

Professional  Fees  -  Consist  of accounting, legal and other professional fees
including  the  cost of the fair market value for the stock provided to investor
representatives  for  investor  referrals.  This represents a decrease of 64% or
$280,454  from  $434,894  realized  in the same period last year, as the company
required  more  professional  services  during  development  stage  and  initial
production  this  period  last  year.

Selling  General  and  Administrative  Costs  -  Consists  of  insurance, office
supplies  and  expense,  payroll  expenses,  investor  referral  fees  and other
miscellaneous  expenses.  This  represents  a  48%  or  $398,835  decrease  from
$823,382 realized in the same period in 2008.  2009 is the result of the company
significantly  leaning  out  its  operations.

                                   Page 15
<PAGE>
Related Party Expense - Rent - Consists of office space rental.  This represents
a  total decrease of $54,510 from $54,510 to $0 realized from the same period in
2008.  In  2009,  the  company  no  longer rents its office space from a related
party.

Derivative  Expense  -  Consists  of  stock  warrants which are valued using the
Black-Scholes  option-pricing  model.  This  cost  was  not incurred during this
period  in  2008.

Three  Months  Ended  June  30,  2009
-------------------------------------

Revenues

During  the  three  months  ended  June  30,  2009, merchant processing services
realized  revenues  of  $167,339  and  the  Bank  Freedom  prepaid card realized
revenues  of  $388,904  for a total of $556,244.  This represents an increase of
130%  or  $314,518 from $241,726 for the same period last year.  The increase is
primarily  the result of number of cardholders for prepaid card operations.  For
this  period  in  2008,  the  prepaid  card operations had just begun.  Merchant
processing  revenues  are  generated  in  the  form  of  commissions  paid  as a
percentage  of  credit  card volume for the retailers engaged, while the prepaid
card  business  model  earns revenues through interchange and service fees after
issuance  of  the  cards.

Cost  of  Sales

During  the  three  months  ended  June  30, 2009, we incurred $192,218 in costs
directly  attributed  to  our  sales.  This represents a total increase of 8% or
$14,536  over  $177,682  realized in the same period last year.  The increase is
due  to  the  operations of the prepaid card business had just begun during this
period  in  2008.  Cost of Sales includes, bank and Mastercard Association fees,
merchant  processing  fees,  and  fulfillment  costs.

Expenses

During  the  three months ended June 30, 2009, we incurred $318,491 in expenses.
This  represents a decrease of 79% or $1,192,324 from $1,510,815 realized in the
same  period  last  year.   Expenses  consisted  of  the  following:

     EXPENSES:
     Sales                                       $ 52,461
     Professional Fees                             63,769
     Selling General and Administrative Costs     202,261
     Related Party Expense - Rent                       0
     Derivative Expense

Sales  -  Consist  of  internet marketing to potential cardholders using various
affiliate  marketing  channels  and pay-per-click campaigns.  This category also
includes  direct mail, radio commercial production, radio air time, and printing
expense necessary to attract new cardholders.  This represents a decrease of 93%
or  $678,558  from  $731,019 realized in the same period last year.  The company
entered  production  in  the  second  quarter  of 2008 and dedicated significant
resources  to  its  marketing  effort.

                                   Page 16
<PAGE>
Professional  Fees  -  Consist  of accounting, legal and other professional fees
including  the  cost of the fair market value for the stock provided to investor
representatives  for  investor  referrals.  This represents a decrease of 79% or
$246,218  from  $309,987  realized  in the same period last year, as the company
required  more  professional  services  as  it  moved  from development stage to
production  during  this  period  last  year.

Selling  General  and  Administrative  Costs  -  Consists  of  insurance, office
supplies  and  expense,  payroll  expenses,  investor  referral  fees  and other
miscellaneous  expenses.  This  represents  a  54%  or  $236,962  decrease  from
$439,223 realized in the same period in 2008.  2009 is the result of the company
significantly  leaning  out  its  operations.

Related Party Expense - Rent - Consists of office space rental.  This represents
a  total decrease of $30,586 from $30,586 to $0 realized from the same period in
2008.  In  2009,  the  company  no  longer rents its office space from a related
party.

Derivative  Expense  -  Consists  of  stock  warrants which are valued using the
Black-Scholes  option-pricing  model.  This  cost  was  not incurred during this
period  in  2008.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.

ITEM 4.  CONTROLS AND PROCEDURES

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 June 30, 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 June, 2009.

This quarterly report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.


                                   Page 17
<PAGE>
Change in Internal Controls

There were no changes in our internal control over financial reporting during
the quarter ended June 30, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

On August 3, 2009, the Company reached an agreement in principal to settle
lawsuits brought by Robert McBride and Bruce Barton against the Company. The
company's legal counsel is preparing a draft settlement agreement at the time of
this filing based on an agreement reached via email exchanges. There can be no
assurances that a formal settlement agreement will be reached by the parties.

Under the terms of the proposed settlement, the Company will pay Mr. McBride a
total of $60,000 to purchase 6,000,000 shares of the Company's common stock from
him.  Additionally, the 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,
will be reduced to 300,000 shares of non reversible stock.  If after two years
the company does not complete a reverse split of its common stock and pays all
required settlement payments to Mr. Mcbride, the note and underlying 300,000
shares of stock are 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 ("BIG").  We have not executed the finalized
settlement agreement but are working towards doing so.

Prior to the settlement agreement, the Company was obligated to reimburse BIG if
BIG paid Mr. Barton $85,000 allegedly owed to him.  As a result of the
settlement, the Company is no longer obligated to reimburse BIG.


ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

On July 8, 2009, the Company issued warrants to two employees to purchase
100,000 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.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

                                   Page 18
<PAGE>
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 16, 2009, the holders of a majority of the outstanding shares of equity
entitled to vote on matters submitted to the shareholders agreed by written
consent to remove Robert Christiansen as a director of the Company.


ITEM 5.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.


ITEM 6.     EXHIBITS

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: August 6, 2009                   PREPAID CARD HOLDINGS, INC.
                                        (the registrant)

                                        By: \s\ Bruce Berman
                                            ----------------
                                        Bruce Berman
                                        Chief Executive Officer


                                   Page 19