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 September 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 incorporation or organization)     (I. R.
S. Employer 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
September 30, 2008 was 396,966,390 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 September 30, 2008
     (unaudited).............................................................F-3

     Condensed Consolidated Statements of Operations for the three
     months ended September 30, 2008, and the nine months ended
     September 30, 2008 (Unaudited)..........................................F-4

     Condensed Consolidated Statements of Changes in Stockholders'
     Equity for the three months ended September 30, 2008, and the nine
     months ended September 30, 2008 (Unaudited).............................F-5

     Condensed Consolidated Statement of Cash Flows for the three
     months ended September 30, 2008, and the nine months ended
     September 30, 2008 (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...............18

Item 5.     Other Information.................................................18

Item 6.     Exhibits..........................................................18

Signatures....................................................................19


                                     Page 2

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

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                          PREPAID CARD HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEETS
                               SEPTEMBER 30, 2008


ASSETS                                        (UNAUDITED)
                                             SEPTEMBER 30,    DECEMBER 31,
Current Assets:                                   2008            2007
                                           ---------------  --------------
  Cash and Cash Equivalents                $      214,913   $     577,331
   Accounts Receivable                             46,438               -
Due from Affiliate                                    125               -
   Prepaid Expenses                                25,314               -
                                           ---------------  --------------
Total Current Assets                       $      286,790   $     577,331


Fixed Assets - net                                  4,663           3,973

Other Assets:
   Goodwill                                             =              -
   Deposits                                        10,000               -
                                           ---------------  --------------
Total Other Assets                                 10,000               -
                                           ---------------  --------------
Total Assets                               $      301,453   $     581,304
                                           ===============  ==============

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses   $      578,969   $       3,454
   Accounts Payable - related party                 7,000               -
   Notes Payable - related party                  176,622
   Accrued Derivative Liability                    98,438
                                           ---------------  --------------
    Total Current Liabilities                     861,029           3,454

Long Term Liabilities - related party             516,435               -
                                           ---------------  --------------
    Total liabilities                           1,377,464           3,454
                                           ---------------  --------------

Stockholders Equity:
Common Stock, authorized 1,000,000,000
  shares, 403,466,390 and
  476,873,587 issued and
  outstanding @.001 per share                     403,466         476,874
Subscription Receivable                                 -        (114,163)
Additional Paid in Capital                      2,038,860         935,569
Retained Deficit                               (3,518,337)       (720,430)
                                           ---------------  --------------

Total Stockholders' Equity (Deficit)           (1,076,011)        577,850
                                           ---------------  --------------

Total Liabilities and Stockholders
  Equity (Deficit)                         $      301,453   $     581,304
                                           ===============  ==============

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

                                     F-3
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        QUARTER ENDED SEPTEMBER 30, 2008

                          FOR THE THREE MONTHS ENDED   OR THE NINE MONTHS ENDED
                          --------------------------  --------------------------
                          SEPTEMBER      SEPTEMBER    SEPTEMBER      SEPTEMBER
                          30,   2008     30, 2007     30, 2008       30, 2007
                          -------------  -----------  -------------  -----------
Revenues
  Card Operations         $    259,808   $         -  $    387,531   $         -
  Processing Services          144,294       256,868       285,437       693,229
                          -------------  -----------  -------------  -----------
  Total Revenues               404,102       256,868       672,968       693,229
  Cost of Revenues             157,626        76,329       335,189       238,863
                          -------------  -----------  -------------  -----------
Gross Profit                   246,476       180,539       337,779       454,366

Expenses:
  Sales                        144,798             -     1,148,681             -
  Professional Fees            238,234        11,138       785,878        29,709
  General and
    Administrative             304,251       137,228     1,032,577       309,097
  Related Party
    Expense-Rent                17,151        24,968        71,661        54,928
  Derivative Expense            98,438                      98,438
                          -------------               -------------
Total                          802,872       173,334     3,137,235       393,734
Profit (Loss) from
  operations                  (556,396)        7,205    (2,799,456)       60,632

Other income                       133           131         1,549           292

Net Profit (Loss)         $   (556,263)  $     7,336  $ (2,797,907)  $    60,924
                          =============  ===========  =============  ===========
Profit (Loss) per share   $     (.0013)  $     .0003  $     (.0058)  $     .0024
                          =============  ===========  =============  ===========

Weighted Average
  Shares Outstanding       436,992,764    25,529,837   483,212,842    25,529,837
                          =============  ===========  =============  ===========

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

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

                                                  PREPAID CARD HOLDINGS, INC.
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                QUARTER ENDED SEPTEMBER 30, 2008

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


                                                                   Subscr-               Addi-
                    Common Stock               Preferred Stock     iption      Subscr-   tional       Retained
                    -------------------------  ------------------  Recei-      iption    Paid in      Earnings
                    Shares         Amount      Shares   Amount     vable       Payable   Capital      (Deficit)     Tottal
                    -------------  ----------  -------  ---------  ----------  --------  -----------  ------------  ------------
Balance January
1, 2008              476,873,589   $ 476,874            $          $(114,163)  $      -  $  935,569   $  (720,430)  $   577,850

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

Subscription
Cash Received                                                        114,163                                            114,163

Shares for Cash       29,000,000      29,000                                              1,396,000                   1,425,000

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

Shares Issued for
Services               3,092,803       3,092                                                311,639                     314,731

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

Net (Loss) for the
nine months
ended September
30, 2008                       -           -         -          -          -          -           -    (2,797,907)   (2,797,907)
                    -------------  ----------  -------  ---------  ----------  --------  -----------  ------------  ------------

Balance September
30, 2008             403,466,390   $ 403,466         -  $       -  $       -   $      -  $2,038,860   $(3,518,337)  $(1,076,011)
                    =============  ==========  =======  =========  ==========  ========  ===========  ============  ============

<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 SEPTEMBER 30, 2008

                                              FOR THE NINE MONTHS ENDED
                                                    SEPTEMBER  30,
Cash Flows from Operating Activities:              2008        2007
                                               ------------  ---------
Net (Loss) for the period:                     $(2,797,907)  $ 60,924
Depreciation                                         1,029      1,084
Common Stock issued                                337,231          -
Changes in Assets and Liabilities
Accounts Receivable                                (46,438)
Due from Affiliate                                    (125)         -
Prepaid Expenses and Deposits                      (35,314)   (20,285)
Accounts Payable and Accrued Expenses              680,953      6,518
                                               ------------  ---------
 Net Cash flows used for Operating Activities   (1,860,571)    48,241
Cash Flows Used for Investing Activities                            -
Business Combination and Fixed Assets             (734,067)
Cash Flows from Financing Activities
Issuance of note                                 1,103,125          -
Repayments on notes                               (410,068)
Proceeds from the Issuance of Common Stock       1,425,000          -
Collection of subscription Receivable              114,163          -
                                               ------------  ---------
Net Cash Flows from Financing Activities         2,232,220          -
                                               ------------  ---------

Net Increase (Decrease) in cash                   (362,418)    48,241

Cash-beginning                                     577,331        822
                                               ------------  ---------
Cash-end                                       $   214,913   $ 49,063
                                               ============  =========

Supplemental disclosures:
Interest Paid                                  $    31,935   $      -
Income Taxes paid                              $         -   $      -


                                     F-6
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008

NOTE  1  -  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

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

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

                                     F-7
<PAGE>
accordance  with SFAS No. 123 and values the equity securities based on the fair
value  of the security on the date of grant. For stock-based awards the value is
based  on  the  market  value  for  the stock on the date of grant. Stock option
awards  are  valued  using  the  Black-Scholes  option-pricing  model.

During  the  period 3,092,803 shares were issued for services totaling $314,731.
These  shares  were  issued from April 4, 2008  to September 22 , 2008 at market
prices  between  .06  and .14 cents per share to four individuals for consulting
services.

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

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

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

Concentration of Credit Risk
----------------------------
Financial  instruments,  which potentially subject the Company to concentrations
of  credit  risk, consist of cash and cash equivalents and accounts receivables.
The  Company  places  its  cash  with high quality financial institutions and at
times  may  exceed the FDIC $100,000 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 transactionally based and recorded at the
time  of  occurrence.

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

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

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

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

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

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

Recently  Issued  Accounting  Pronouncements
--------------------------------------------
In  December  2007,  the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)).  This  Statement  provides  greater  consistency  in the accounting and
financial  reporting  of business combinations. It requires the acquiring entity
in  a  business  combination  to  recognize  all assets acquired and liabilities
assumed  in  the transaction, establishes the acquisition-date fair value as the
measurement  objective  for  all  assets  acquired  and liabilities assumed, and
requires  the

                                     F-9
<PAGE>
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  will  adopt FAS 141(R) no later than the first quarter of fiscal
2009  and  are  currently  assessing  the  impact  the adoption will have on our
financial  position  and  results  of  operations.

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

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

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

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


                                      F-10
<PAGE>
In  July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in  Income  Taxes  - an interpretation of FASB Statement No. 109 (FIN 48).  This
interpretation  clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part  of  the  benefit  of  that  position  to  be recognized in an enterprise's
financial  statements  and also provides guidance on measurement, derecognition,
classification,  interest  and  penalties,  accounting  in  interim  periods,
disclosure and transition.  FIN 48 is effective for fiscal years beginning after
December  15,  2006,  but  earlier  adoption  is  permitted.  We  adopted FIN 48
effective  first  quarter  of fiscal 2007.  There was no impact on our financial
position  and  results  of  operations  upon  the  adoption  of  FIN  48.

NOTE 2 - RELATED PARTY TRANSACTIONS

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

The  company is owed money from an affiliate of $125 for expenses paid on behalf
of  the  affiliate.  The  affiliate  is  controlled  and  owned by the Company's
President.

The company owes on a note a related party, its President $693,057 with interest
at  5%  due  over  48  months  starting  July  1,  2008.

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

The  Company  also  sub-leases its rental space from Berman Investment Group, an
entity  owned by a related party now for approximately $3,500 per month.  During
the  period  ended  September 30, 2008 and 2007 $71,661 and $54,928 was incurred
respectively  and  shown  as  related  party  expenses  in  the  profit and loss
statement.  The  company  currently  owes  $7,000  on  rent  payments.

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.


                                      F-11
<PAGE>
NOTE  4  -  ACCOUNTS  RECEIVABLE

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

NOTE  5  -  FIXED  ASSETS

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


Accumulated Depreciation     (7,667)

Net Fixed Assets            $ 4,663

NOTE  6  -  NOTE  PAYABLE

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

The  Company  is  indebted  to  its  main  shareholder  for  the purchase of the
subsidiary  for  $693,057 payable over 44 months with interest at 5%.  There was
no  accrued  interest  at  September  30,  2008.  The  interest  expense is also
included  in  the  general  and  administrative  expenses  in  the  statement of
operations.

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

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

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 carryforwards.
Deferred  tax  assets  and  liabilities  are  measured  using  enacted tax rates
expected

                                      F-12
<PAGE>
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 carryforward equal to approximately $700,000. The
deferred  tax asset related to this carryforward has been reserved in full based
upon  the weight of available evidence, that it is more likely than not that the
deferred  tax  assets  will  not  be  realized.

NOTE  9  -  SUBSEQUENT  EVENTS

In  October,  2008,  shareholders  holding  A  warrants from the initial Private
Placement  Memorandum were offered the opportunity to exercise their warrants at
$0.025  (as  opposed  to  the  warrant  price  of $0.05).  187,500 of a possible
9,468,750  were  exercised,  for  at  total  of  $4,688.

In  October,  2008,  the  Company issued to John Weber, former Vice President of
Finance,  250,000  shares  of  stock  for  services  rendered.




                                      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 nine months ended September 30, 2008, the
Company  had  incurred  $3,472,424  in expenses (of which $338,260 were non-cash
expenses)  and  had  realized  only  $672,968  in  revenues.

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

From  November,  2007, through Septmeber, 2008, the Company raised approximately
$2,160,000  in  three  private  offerings, before costs.  In addition, we may be
required  to  seek  additional  funding.

We hope to raise sufficient capital to finance marketing programs to gain market
share.  We  believe  the  cost  of marketing general purpose prepaid debit cards
will  increase  as  more  competitors  enter  the market.  These new competitive
forces  will  increase  media  costs  on  television  and  radio.


                                   Page 14
<PAGE>
RESULTS  OF  OPERATIONS

Nine  Months  Ended  September  30,  2008
-----------------------------------------

Revenues

During  the  nine  months ended September 30, 2008, merchant processing services
realized  revenues  of  $285,437  and  the  Bank  Freedom  prepaid card realized
revenues  of $387,531 for a total of $672,968.  This represents a decrease of 3%
or  $20,261  from  $693,229  for the same period last year.  The decrease is the
result  of  merchant processing revenues not continuing with its consulting line
of business, offset by no revenues generated in 2007 by prepaid card operations.
In  2008,  merchant processing revenues are generated in the form of commissions
paid  as a percentage of credit card volume for the retailers engaged, while the
prepaid  card business model earns revenues through interchange and service fees
after  issuance  of  the  cards.

Cost  of  Sales

During  the  nine months ended September 30, 2008, we incurred $335,189 in costs
directly attributed to our sales.  This represents an increase of 40% or $96,326
over  $238,863 realized in the same period last year.  The increase is primarily
due  to  the  operations  of  the prepaid card business, partially offset by the
decrease  in  merchant  processing  consulting  costs.  In  2008,  Cost of Sales
includes,  bank  and  Mastercard Association fees, merchant processing fees, and
fulfillment  costs.

Expenses

During  the  nine  months  ended  September  30, 2008, we incurred $3,137,235 in
expenses.  This  represents a 697% or $2,743,501 increase over $393,734 realized
in  the  same  period  last  year.   Expenses  consisted  of  the  following:

     EXPENSES:
     Sales                                       $1,148,681
     Professional Fees                              785,878
     Selling General and Administrative Costs     1,032,577
     Related Party Expense - Rent                    71,661
     Derivative Expense                              98,438
                                                 ----------

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.   In 2007, no sales expenses were
recorded.

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 2,545% or $756,169
increase  over  $29,709  realized in the same period last year, as most of these
expenses  did  not  exist  in  2007.

                                   Page 15
<PAGE>
Selling  General  and  Administrative  Costs  -  Consists  of  insurance, office
supplies  and  expense,  payroll  expenses,  investor  referral  fees  and other
miscellaneous expenses.  The 234% or $723,480 increase over $309,097 realized in
the  same  period  in  2007  is  the  result of the new prepaid card operations.

Related Party Expense - Rent - Consists of office space rental.  This represents
an  increase  of  30%  or  $16,733 over $54,928 realized from the same period in
2007,  resulting from prorate share of office space occupied by the prepaid card
operations.

Derivative  Expense  -  Consists  of  stock  warrants which are valued using the
Black-Scholes  option-pricing  model.  This  cost  was  not  existent  in  2007.

Three  Months  Ended  September  30,  2008
------------------------------------------

Revenues

During  the  three months ended September 30, 2008, merchant processing services
realized  revenues  of  $144,294  and  the  Bank  Freedom  prepaid card realized
revenues  of  $259,808  for a total of $404,102.  This represents an increase of
57%  or  $147,234  over  $256,868  realized  in  the same period last year.  The
increase  is  the  result  of  no  revenues  generated  in  2007 by prepaid card
operations,  offset  by  merchant  processing  revenues  not continuing with its
consulting  line  of  business.  In  2008,  merchant  processing  revenues  are
generated  in the form of commissions paid as a percentage of credit card volume
for  the retailers engaged, while the prepaid card business model earns revenues
through  interchange  and  service  fees  after  issuance  of  the  cards.

Cost  of  Sales

During  the three months ended September 30, 2008, we incurred $157,626 in costs
directly  attributed  to  our  sales.  This  represents  an  increase of 107% or
$81,297  over  $76,329  realized  in the same period last year.  The increase is
primarily  due  to the operations of the prepaid card business, partially offset
by the decrease in merchant processing consulting costs.  In 2008, Cost of Sales
includes,  bank  and  Mastercard Association fees, merchant processing fees, and
fulfillment  costs.

Expenses

During  the  three  months  ended  September  30,  2008, we incurred $802,872 in
expenses.  This  represents a 363% or $629,538 increase over $173,334 recognized
in  the  same  period  last  year.   Expenses  consisted  of  the  following:

     EXPENSES:
     Sales                                       $144,798
     Professional Fees                            238,234
     Selling General and Administrative Costs     304,251
     Related Party Expense - Rent                  17,151
     Derivative Expense                            98,438
                                                 --------


                                   Page 16
<PAGE>
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.   In 2007, no sales expenses were
recorded.

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 2,039% or $227,096
increase  over  $11,138  realized in the same period last year, as most of these
expenses  did  not  exist  in  2007.

Selling  General  and  Administrative  Costs  -  Consists  of  insurance, office
supplies  and  expense,  payroll  expenses,  investor  referral  fees  and other
miscellaneous expenses.  The 121% or $167,023 increase over $137,228 in the same
period  last  year  is  the  result  of  the  new  prepaid  card  operations.

Related Party Expense - Rent - Consists of office space rental.  This represents
a  decrease of 31% or $7,817 from $24,968 realized in the same period last year,
resulting  from  monthly reduced rent obligations and offset by prorate share of
office  space  occupied  by  the  prepaid  card  operations.

Derivative  Expense  -  Consists  of  stock  warrants which are valued using the
Black-Scholes  option-pricing  model.  This  cost  was  not  existent  in  2007.

OFF-BALANCE  SHEET  ARRANGEMENTS

The  company  has  no  off-balance  sheet  arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4.  CONTROLS AND PROCEDURES

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>
PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The company has one material dispute with one of its vendors regarding the
validity of approximately $360,000 of services the company was billed for.  The
company is currently negotiating with the vendor to resolve the issue.

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 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 23, 2008, the Company issued warrants to a consultant to purchase up
to 5,000,000 shares at an exercise price of $0.05.  The warrants vest 1,000,000
upon the Company's acceptance to the OTCBB, and 500,000 for each timely filing
of the periodic reports due for the periods from September 30, 2008 to June 30,
2010.  The warrants terminate immediately upon termination of employment for
cause, and 6 months after termination of employment for any other reason.  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.

Other than the foregoing, there have been no issuances of equity securities
during the period covered by this report or during the subsequent period up to
the date of the filing of this report.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

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)  (furnished  herewith).

                                   Page 18
<PAGE>
                                   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:     November 11, 2008       PREPAID CARD HOLDINGS, INC.
                                   (the registrant)

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


































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