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

                                       OR

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

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

                          PREPAID CARD HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


   20251 S.W. Acacia Street #200, Newport Beach, CA             92660
--------------------------------------------------------------------------------
       (Address of principal executive offices)               (Zip Code)

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

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

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

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

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

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

The number of shares of the registrant's common stock outstanding as of
September 30, 2009 was 403,903,890 shares.
                                   PPDC3Q0901
<PAGE>
                          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, 2009 (unaudited)......F-3

Condensed Consolidated Statements of Operations for the nine months ended
September 30, 2009 (Unaudited)...............................................F-4

Condensed Consolidated Statements of Changes in Stockholders' Equity for
the nine months ended September 30, 2009 (Unaudited).........................F-6

Condensed Consolidated Statement of Cash Flows for the nine months ended
September 30, 2009 (Unaudited)...............................................F-7

Notes to Condensed Consolidated Interim Financial Statements (unaudited).....F-8

Item 2.     Management's Discussion and Analysis..............................16

Item 3.     Quantitative and Qualitative Disclosures About Market Risk........19

Item 4.     Controls and Procedures...........................................20


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

Item 1.     Legal Proceedings.................................................20

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.......21

Item 3.     Defaults Upon Senior Securities...................................21

Item 4.     Submission of Matters to a Vote of Security Holders...............21

Item 5.     Other Information.................................................21

Item 6.     Exhibits..........................................................21

Signatures....................................................................22


                                     Page 2
                                   PPDC3Q0902
<PAGE>
                         PART I.  FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

                                                  SEPTEMBER 30,    DECEMBER 31,
                                                       2009            2008
                                                 ---------------  --------------
ASSETS                                               (UNAUDITED)
Current Assets
  Cash and cash equivalents                      $       78,528   $      83,011
  Receivables                                           198,839          79,472
  Prepaid expenses                                       39,071          33,100
                                                 ---------------  --------------
Total Current Assets                                    316,438         195,583
Property and Equipment, net                               4,796           4,420
Other Assets
  Deposits                                               10,000          10,000
                                                 ---------------  --------------
Total Assets                                     $      331,234   $     210,003
                                                 ===============  ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
  Accounts payable and accrued expenses          $      316,288   $     272,099
  Deferred liability                                     88,549               -
  Interest payable - related party                       12,933           2,768
  Note payable - related party                          307,944         197,269
  Note payable                                           86,784          58,551
                                                 ---------------  --------------
Total Current Liabilities                               812,499         530,687
Long Term Liabilities
  Note payable - related party                          341,779         466,960
  Note payable                                           83,981         124,338
                                                 ---------------  --------------
Total Long Term Liabilities                             425,760         591,298
                                                 ---------------  --------------
Total Liabilities                                     1,238,258       1,121,985
Commitments and Contingencies                                 -               -

Stockholders' Deficit
  Common stock - authorized 1,000,000,000
  shares, $0.001 per share,  403,903,890 shares
  issued and outstanding                                403,904         403,904
  Additional paid in capital                          2,057,597       2,057,597
  Accumulated deficit                                (3,368,525)     (3,373,483)
                                                 ---------------  --------------
Total Stockholders' Deficit                            (907,024)       (911,982)
                                                 ---------------  --------------
Total Liabilities and Stockholders' Deficit      $      331,234   $     210,003
                                                 ===============  ==============

   The accompanying notes are an integral part of the unaudited consolidated
                             financial statements.
                                     F-3
                                   PPDC3Q0903
<PAGE>

<TABLE>
<CAPTION>
                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        QUARTER ENDED SEPTEMBER 30, 2009
<S>                                        <C>              <C>              <C>              <C>
                                            FOR THE THREE    MONTHS ENDED     FOR THE NINE     MONTHS ENDED
                                            SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                2009             2008             2009             2008
                                           ---------------  ---------------  ---------------  ---------------
REVENUES
  Card operations                          $      532,130   $      259,808   $    1,329,905   $      387,531
  Processing services                             115,312          144,294          391,489          285,437
                                           ---------------  ---------------  ---------------  ---------------
Total revenues                                    647,441          404,102        1,721,393          672,968

COST OF SALES                                     325,708          157,626          661,433          335,189
                                           ---------------  ---------------  ---------------  ---------------
GROSS PROFIT                                      321,733          246,476        1,059,960          337,779

OPERATING EXPENSES
  Sales and marketing                              10,761          144,798          122,795        1,148,681
  Professional fees                                24,250          238,234          178,690          785,878
  Depreciation                                        243              343              729            1,029
  General and administrative                      319,179          293,221          722,757          998,748
  Related party - rent expense                          -           17,151                -           71,661
  Derivative expense                                    -           98,438                -           98,438
                                           ---------------  ---------------  ---------------  ---------------
Total operating expenses                          354,432          792,185        1,024,970        3,104,435
                                           ---------------  ---------------  ---------------  ---------------
INCOME (LOSS)  FROM OPERATIONS                    (32,699)        (545,709)          34,990       (2,766,656)

NON-OPERATING INCOME (EXPENSES)
  Interest income                                      96                -               96                -
  Interest expense                                 (5,136)          (1,489)         (13,618)         (11,491)
  Interest expense - related party                 (4,542)          (9,198)         (15,701)         (20,444)
  Other                                               (17)             133               34            1,549
                                           ---------------  ---------------  ---------------  ---------------
Total non- operating expenses                      (9,600)         (10,554)         (29,189)         (30,386)
                                           ---------------  ---------------  ---------------  ---------------

Income (Loss) Before Income Taxes                 (42,299)        (556,263)           5,801       (2,797,042)

                                     F-4
                                   PPDC3Q0904
<PAGE>

Provision for income taxes                              -                -             (843)            (865)
                                           ---------------  ---------------  ---------------  ---------------


Net Income (Loss)                                 (42,299)        (556,263)           4,958       (2,797,907)
                                           ===============  ===============  ===============  ===============

Income (Loss)  per common share
  - basic and diluted                             (0.0003)         (0.0013)          0.0000          (0.0058)
                                           ===============  ===============  ===============  ===============

Weighted average shares outstanding
   during the period - basic and diluted      403,903,890      436,992,764      403,903,890      483,212,842
                                           ===============  ===============  ===============  ===============

</TABLE>














                                     F-5
                                   PPDC3Q0905
<PAGE>
<TABLE>
<CAPTION>
                          PREPAID CARD HOLDINGS, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        QUARTER ENDED SEPTEMBER 30, 2009
<S>                           <C>          <C>       <C>        <C>      <C>               <C>                  <C>
                              COMMON STOCK           PREFERRED STOCK     ADDITIONAL        RETAINED
                              SHARES       AMOUNT    SHARES     AMOUNT   PAID IN CAPITAL   EARNINGS (DEFICIT)   TOTAL
                              -----------  --------  ---------  -------  ----------------  -------------------  ----------

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

Net income                              -         -          -        -                 -               4,958       4,958
                              -----------  --------  ---------  -------  ----------------  -------------------  ----------

Balance - September 30, 2009  403,903,890  $403,904          -  $     -  $      2,057,597  $       (3,368,525)  $(907,024)
                              ===========  ========  =========  =======  ================  ===================  ==========

</TABLE>


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





                                     F-6
                                   PPDC3Q0906
<PAGE>
<TABLE>
<CAPTION>
                          PREPAID CARD HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        QUARTER ENDED SEPTEMBER 30, 2009

<S>                                                          <C>                   <C>
                                                                    FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30, 2009    SEPTEMBER 30, 2008
                                                             --------------------  --------------------
                                                                      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                            $             4,958   $        (2,797,907)
Depreciation                                                                 729                 1,029
Common stock issued                                                            -               337,231
(Increase) decrease in current assets
  Accounts receivable                                                   (119,367)              (46,438)
  Due from affiliates                                                          -                  (125)
  Prepaid expenses and deposits                                           (5,971)              (35,314)
Increase (Decrease) in current liabilities
  Accounts payable and accrued expenses                                   54,355               680,953
  Deferred liability                                                      88,549                     -
                                                             --------------------  --------------------
Net Cash Provided By (Used In) Operating Activities                       23,252            (1,860,571)

CASH FLOWS FROM INVESTING ACTIVITIES
Business combination and fixed assets                                     (1,105)             (734,067)
                                                             --------------------  --------------------
Net Cash Used in Investing Activities                                     (1,105)             (734,067)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from issuance of note payable                                    -             1,103,125
Cash payments on notes payable                                           (26,630)             (410,068)
Cash proceeds from issuance of common stock                                    -             1,425,000
Cash proceeds from collections of subscriptions receivable                     -               114,163
                                                             --------------------  --------------------
Net Cash Used In Financing Activities                                    (26,630)            2,232,220
                                                             --------------------  --------------------

NET INCREASE (DECREASE) IN CASH                                           (4,483)             (362,418)

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

CASH AND CASH EQUIVALENTS - ENDING BALANCE                   $            78,528   $           214,913
                                                             ====================  ====================


SUPPLEMENTAL DISCLOSURES:
Interest Paid                                                $            13,521   $            31,395
Income Taxes Paid                                            $               800   $                 -

</TABLE>


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

                                     F-7
                                   PPDC3Q0907
<PAGE>
                          PREPAID CARD HOLDINGS, INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 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 to National Health Care Alliance,
Inc.  The  Company  was  dormant  until October 11, 2007 when it acquired Berman
Marketing Group, a wholly-owned subsidiary as its operating business. In October
2007,  the  name  of the Company was changed from National Health Care Alliance,
Inc.  to  Berman  Holdings,  Inc.  In  March 2008, the Company acquired Merchant
Processing  International,  Inc.  from  a  related  party,  and  it  became  a
wholly-owned  subsidiary  of  the  Company. In May 2008, the Company changed its
name  to  Prepaid  Card  Holdings,  Inc.  The Company currently trades under the
symbol  PPDC.PK on Pink OTC Markets Inc. which provides the leading inter-dealer
electronic quotation and trading system in the over-the-counter (OTC) securities
market.

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

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

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

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

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


                                     F-8
                                   PPDC3Q0908
<PAGE>
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 the value is based on the
market  value for the stock on the date of grant. Stock option awards are valued
using  the  Black-Scholes  option-pricing  model.

The  Company  did  not  realize any professional services during the nine months
ended  September  30,  2009  and  therefore,  did  not  record  any  stock based
compensation  expense.

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

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

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

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

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

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

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

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

                                     F-9
                                   PPDC3Q0909
<PAGE>
Allowance  for  doubtful  debts  amounted  to  $0  as  of September 30, 2009 and
December  31,  2008,  respectively.

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

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

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

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

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

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

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

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

For  the merchant processing services, the Company 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

                                      F-10
                                   PPDC3Q0910
<PAGE>
-     Debit  purchase  and  PIN  decline  fees
-     Monthly  maintenance  fees

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

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

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

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

The  Company  reports earnings (loss) per share in accordance with SFAS No. 128,
"Earnings  per  Share."  Basic earnings (loss) per share is computed by dividing
income (loss) available to common shareholders by the weighted average number of
common  shares  available. Diluted earnings (loss) per share is computed similar
to  basic  earnings (loss) per share except that the denominator is increased to
include  the number of additional common shares that would have been outstanding
if  the  potential  common  shares  had been issued and if the additional common
shares  were  dilutive. Diluted earnings (loss) per share has 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  October  2009,  the  FASB  issued ASU 2009-13, "Multiple-Deliverable Revenue
Arrangements",  now  codified  under  FASB ASC Topic 605, "Revenue Recognition",
("ASU  2009-13").  ASU  2009-13  requires  entities  to  allocate  revenue in an
arrangement  using  estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of  revenue  allocation  and  require revenue to be allocated using the relative
selling  price  method. ASU 2009-13 should be applied on a prospective basis for
revenue  arrangements  entered  into  or  materially  modified  in  fiscal years
beginning  on  or after June 15, 2010, with early adoption permitted. Management
is  currently  evaluating  the  potential  impact of ASU2009-13 on our financial
statements.

In October, 2009, the FASB issued ASU 2009-15, "Accounting for Own-Share Lending
Arrangements  in Contemplation of Convertible Debt Issuance or Other Financing",
now  codified  under  FASB  ASC  Topic 470 "Debt", ("ASU 2009-15"), and provides
guidance  for accounting and reporting for own-share lending arrangements issued
in  contemplation  of  a  convertible  debt issuance. At the date of issuance, a
share-lending  arrangement  entered  into  on  an  entity's own shares should be
measured  at  fair  value  in  accordance  with  Topic  820 and recognized as an

                                      F-11
                                   PPDC3Q0911
<PAGE>
issuance  cost,  with an offset to additional paid-in capital. Loaned shares are
excluded  from  basic  and  diluted  earnings  per  share  unless default of the
share-lending  arrangement  occurs.  The  amendments  also  require  several
disclosures  including  a  description  and the terms of the arrangement and the
reason  for entering into the arrangement. The effective dates of the amendments
are  dependent  upon the date the share-lending arrangement was entered into and
include  retrospective  application  for  arrangements  outstanding  as  of  the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently  evaluating  the  potential  impact  of  ASU  2009-15 on our financial
statements.

In  December,  2009,  under  FASB  ASC Topic 860, "Transfers and Servicing." New
authoritative  accounting  guidance  under  ASC  Topic  860,  "Transfers  and
Servicing,"  amends  prior  accounting  guidance  to  enhance  reporting  about
transfers  of  financial  assets, including securitizations, and where companies
have  continuing  exposure to the risks related to transferred financial assets.
The  new  authoritative  accounting  guidance  eliminates  the  concept  of  a
"qualifying  special-purpose  entity"  and  changes  the  requirements  for
derecognizing  financial  assets. The new authoritative accounting guidance also
requires  additional  disclosures  about  all  continuing  involvements  with
transferred  financial  assets  including  information  about  gains  and losses
resulting  from  transfers  during  the period. The new authoritative accounting
guidance  under  ASC  Topic  860  will  be  effective January 1, 2010 and is not
expected  to  have  a  significant impact on the Company's financial statements.

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

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

NOTE 2 - RELATED PARTY TRANSACTIONS

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

The Company executed a promissory note with its President for a principal sum of
$750,000  bearing  interest at 5% per annum, due over 48 months starting July 1,
2008.  On  January  1,  2009, the interest rate was adjusted to 3.25% per annum.
The  principal  amount  outstanding  on  the  promissory  note  was  $664,229 at
September  30, 2009. Accrued interest payable on the promissory note amounted to
$12,933  at  September  30,  2009.

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

The  Company  was obligated under a sub-lease arrangement with Berman Investment
Group,  a  related  party, for hardware and software usage for $1,800 per month.
The  sub-lease agreement expired in November 2008. No expenses were incurred for
the  sub-lease  during  the  nine  month  period  ended  September  30,  2009.

                                      F-12
                                   PPDC3Q0912
<PAGE>
The  Company also sub-leased its rental space from Berman Investment Group until
December  31, 2008, an entity owned by a related party, for approximately $3,500
per month.  The Company recorded rent expense from related party amounting to $0
and $71,661 for the nine months ended September 30, 2009 and 2008, respectively.

NOTE 3 - BUSINESS COMBINATION

The  Company  has  accounted  for  the  acquisition  of  Merchant  Processing
International, Inc. as a business combination under common management and common
control  for  the  amount  paid  for Merchant Processing International, Inc.  in
excess of its book value.  The Company issued 22,500,000 shares of common stock,
valued  at  par  of  $0.001,  due  to  the  related party interest, amounting to
$22,500,  and incurred a note payable for $750,000, for a total consideration of
acquisition  valued  at  $772,500.  This  amount  exceeded the book value of the
assets  acquired  by  $732,348  which  was  charged  against  additional paid in
capital.

NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consist  of  the  following:

                              September 30,    December 31,
                                   2009            2008
                             ---------------  --------------
                                 (Unaudited)
Furniture and fixtures       $        6,808   $       8,648
Computer equipment                    4,787           3,682
                                     11,594          12,330
Accumulated depreciation             (6,797)         (7,910)
                             ---------------  --------------

Property and equipment, net  $        4,798   $       4,420
                             ===============  ==============

Depreciation  expense  for the nine months ended September 30, 2009 and 2008 was
$729  and  $1,029,  respectively.

NOTE  5  -  NOTES  PAYABLE

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

The  Company  is  indebted  to  its  President, a principal shareholder, for the
purchase of the subsidiary. The principal balance of the promissory note bearing
interest at 3.25% per annum, due at September 30, 2009 amounted to $649,723, and
is payable over 41 monthly payments of $16,764 each. Accrued interest payable to
the  President  amounted to $12,933 at September 30, 2009.  The Company recorded
interest  expense  related  to the promissory note of $15,701 and $20,444 in the
accompanying  consolidated  statements  of operations for the nine months period
ending  September  30,  2009 and 2008, respectively.  Effective January 1, 2009,
the  interest  rate  was  reduced  from  5%  to  3.25%.

                                      F-13
                                   PPDC3Q0913
<PAGE>
Notes  Payable  -  Others
-------------------------

The  Company  is  indebted to a third party vendor for the purchase of marketing
services.  The  principal balance, bearing annual interest at 4%, outstanding at
September  30,  2009  amounted to $144,110 payable in monthly payments of $5,400
over  28  months.

The  Company  is  indebted to a third party vendor for the purchase of marketing
services.  The  principal balance, bearing annual interest at 4%, outstanding at
September  30,  2009  amounted  to $26,655 payable in monthly payments of $4,493
over  6  months.

The  Company  recorded  an  interest  expense  of  $13,618  and  $11,491  in the
accompanying  statements  of  operations for the nine months ended September 30,
2009  and  2008,  respectively.

NOTE 6 - COMMON STOCK TRANSACTIONS

There were no stock transactions during the nine months ended September 30,
2009.

NOTE 7 - COMMITMENT AND CONTINGENCIES

On  July  2,  2009,  the  Company entered into a five (5) year marketing support
agreement  with  a major Card Association ("Association") to offer their prepaid
cards  to the Company's customers in a preferred manner with no less than 70% of
the company's cards issued bearing the Association's brand. In consideration for
offering  the  prepaid  cards  in a preferred manner, the Association provided a
non-returnable  bonus  and  agreed to provide support up to a certain amount for
certain  expenses  during  the  term  of  the  agreement  and subject to certain
performance  criteria.  In addition, the Association agreed to provide financial
incentives  to  the Company based on achieving future processing volumes. To the
extent that the entire value of marketing support is not used during the term of
the  agreement,  any  unused marketing support will be forfeited and the Company
shall  refund  to  the  Association  such unused amount of marketing support. On
August  27,  2009,  the  Company received $200,000 of which part was a bonus and
recorded  it  as revenues in the accompanying financial statements for the three
months  ended  September  30,  2009. During the three months ended September 30,
2009,  the  Company  incurred  expenses  of  $61,451 in support expense that was
offset  against  the remaining amount received from the Association. The Company
recorded  in  the  accompanying  financial  statements  at  September 30, 2009 a
deferred  liability  for  the  remaining  unused  support fund received from the
Association.

In  November  2009,  the  Company  received  an  invoice  from its Processor for
$92,945.40  for  service  charges  covering  the  period from January 1, 2008 to
September  30, 2009.  On February 11, 2010, the Processor sent a revised invoice
for  services  for  $121,828  with  no  details  of the time period covered. The
Company  is disputing these charges. The Company has not recorded the additional
expense  of $28,882.60 for services in the accompanying financial statements for
the  period ended September 30, 2009.  On February 17, 2010, the Company and the
Processor  agreed  to  mediate  their dispute regarding those charges as well as
other  charges  where  the  Company  asserts  it  has  been  over  billed by its
processor.  The mediation is scheduled for March 9, 2010. If the Company and the
Processor  cannot  agree in the mediation, the parties will arbitrate the issue.

                                      F-14
                                   PPDC3Q0914
<PAGE>
NOTE  8  -SUBSEQUENT  EVENTS

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

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

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

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

                                      F-15
                                   PPDC3Q0915
<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, 2009, the
Company had realized only $4,958 in Net Income despite $1,721,393 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.  We are currently seeking
additional sources of funding.

RESULTS  OF  OPERATIONS

Nine  Months  Ended  September  30,  2009
-----------------------------------------

Revenues

During  the  six  months  ended September 30, 2009, merchant processing services
realized  revenues  of  $391,489  and  the  Bank Freedom prepaid card operations
realized  revenues  of $1,329,905 for a total of $1,721,393.  This represents an
increase  of  156%  or  $1,048,425  from

                                    Page 16
                                   PPDC3Q0916
<PAGE>
$672,968  for  the same period in the prior 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  nine months ended September 30, 2009, we incurred $661,433 in costs
directly  attributed  to  our sales.  This represents a total increase of 97% or
$326,244  over  $335,189  realized  in  the  same period in the prior year.  The
increase  is  primarily  the  result of prepaid card operations beginning in the
second  quarter  of 2008. Cost of Sales includes bank and Mastercard Association
fees,  merchant  processing  fees,  and  fulfillment  costs.

Expenses

During  the  nine  months  ended  September  30, 2009, we incurred $1,024,970 in
operating  expenses.  This  represents  a  decrease  of  67%  or $2,079,465 from
$3,104,435 realized in the same period last year.   Operating expenses consisted
of  the  following:

                                     SEPTEMBER 30,  SEPTEMBER 30,
                                          2009           2008
                                     -------------  -------------
     OPERATING EXPENSES
       Sales and marketing                 122,795      1,148,681
       Professional fees                   178,690        785,878
       Depreciation                            729          1,029
       General and administrative          722,757        998,748
       Related party - rent expense              -         71,661
       Derivative expense                        -         98,438
                                     -------------  -------------
     Total operating expenses            1,024,970      3,104,435
                                     -------------  -------------

Sales  and  Marketing  -  Consist of internet marketing to potential cardholders
using  various  affiliate  marketing channels and pay-per-click campaigns.  This
category also includes direct mail, radio commercial production, radio air time,
and  printing  expense necessary to attract new cardholders.   This represents a
decrease  of  89% or $1,025,886 from $1,148,681 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 77% or
$607,188  from  $785,878  realized  in the same period last year, as the company
required  more  professional  services  during  development  stage  and  initial
production  this  period  last  year.

                                    Page 17
                                   PPDC3Q0917
<PAGE>
Depreciation - Consists of the depreciation of furniture, fixtures, and computer
equipment.  This  represents  a 29% or $300 decrease from $1,029 realized in the
same  period  in  2008.

General and Administrative - Consists of insurance, office supplies and expense,
payroll expenses, investor referral fees and other miscellaneous expenses.  This
represents  a 28% or $275,991 decrease from $998,748 realized in the same period
in  2008.  The  reduction  in  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 $71,661 from $71,661 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  2009.

Three  Months  Ended  September  30,  2009
------------------------------------------

Revenues

During  the  three months ended September 30, 2009, merchant processing services
realized  revenues  of  $115,312  and  the  Bank  Freedom  prepaid card realized
revenues  of  $532,130  for a total of $647,441.  This represents an increase of
60%  or  $243,339  from $404,102 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 had only a few months of
operations.  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, 2009, we incurred $325,708 in costs
directly  attributed  to our sales.  This represents a total increase of 107% or
$168,082  over  $157,626 realized in the same period last year.  The increase is
due  to the operations of the prepaid card business had had only a few months of
operations  during  this  period  in  2008.  Cost  of  Sales  includes, bank and
Mastercard  Association  fees,  merchant processing fees, and fulfillment costs.

Operating  Expenses

During  the  three  months  ended  September  30,  2009, we incurred $354,432 in
operating expenses.  This represents a decrease of 55% or $437,753 from $792,185
realized  in  the  same period last year.   Expenses consisted of the following:


                                    Page 18
                                   PPDC3Q0918
<PAGE>
                                   SEPTEMBER 30,  SEPTEMBER 30,
                                        2009           2008
                                   -------------  -------------
     OPERATING EXPENSES
     Sales and marketing                  10,761        144,798
     Professional fees                    24,250        238,234
     Depreciation                            243            343
     General and administrative          319,179        293,221
     Related party - rent expense              -         17,151
     Derivative expense                        -         98,438
                                   -------------  -------------
     Total operating expenses            354,432        792,185
                                   -------------  -------------

Sales  and  Marketing  -  Consist of internet marketing to potential cardholders
using  various  affiliate  marketing channels and pay-per-click campaigns.  This
category also includes direct mail, radio commercial production, radio air time,
and  printing  expense  necessary to attract new cardholders.  This represents a
decrease of 93% or $134,037 from $144,798 realized in the same period last year.
The  company  entered production in the second quarter of 2008, and continued to
dedicate  significant  resources to its marketing effort in the third quarter of
2008.

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 90% or
$213,984  from  $238,234  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.

Depreciation - Consists of the depreciation of furniture, fixtures, and computer
equipment.  This  represents  a  29%  or $100 decrease from $343 realized in the
same  period  in  2008.

General and Administrative - Consists of insurance, office supplies and expense,
payroll expenses, investor referral fees and other miscellaneous expenses.  This
represents a 9% or $25,958 increase from $293,221 realized in the same period in
2008.  We  do  not  view  this  as  a  significant change from the prior period.

Related Party Expense - Rent - Consists of office space rental.  This represents
a  total decrease of $17,151 from $17,151 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  2009.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.


                                    Page 19
                                   PPDC3Q0919
<PAGE>
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 September 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  September  30,  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.

Change in Internal Controls

There  were  no  changes in our internal control over financial reporting during
the  quarter  ended  September  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

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


                                    Page 20
                                   PPDC3Q0920
<PAGE>
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

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

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

10.2 Purchase  Agreement  between  Merchant  Processing  International, Inc. and
     Solveras,  Inc.  dated  October  30,  2009.

10.3 Residual Purchase Agreement between Merchant Processing International, inc.
     and  Valico  Inc.  dated  February  5,  2010.

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).



                                    Page 21
                                   PPDC3Q0921
<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:     March 4, 2010                PREPAID CARD HOLDINGS, INC.
           -------------                (the registrant)

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


























                                    Page 22
                                   PPDC3Q0922