UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Amendment 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2009 ------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number:0-53270 ------- PREPAID CARD HOLDINGS, INC. - -------------------------------------------------------------------------------- (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 EXPLANATORY NOTE This Amendment is being filed solely to amend Exhibit 10.1. ITEM 6. EXHIBITS 10.1 Prepaid Card Agreement between the Company and MasterCard International, Incorporated dated July 2, 2009. Portions of this Exhibit have been omitted pursuant to an application for confidential treatment; the omitted information has been filed separately with the SEC. 31.1 Certification by the Principal Executive and Financial Officer of Prepaid Card Holdings, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). 32.1 Certification by the Principal Executive and Financial Officer of Prepaid Card Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 30, 2010 PREPAID CARD HOLDINGS, INC. -------------- (the registrant) By: \s\ Bruce Berman ---------------- Bruce Berman Page 2 PPDC3Q0902