10-Q 1 mintleasing10q093012.htm THE MINT LEASING, INC. FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2012 mintleasing10q093012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2012

[   ]           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: 000-52051
 
 
THE MINT LEASING, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
 (State or Other Jurisdiction of Incorporation or Organization)
87-0579824
(IRS Employer Identification
No.)
   
323 N. Loop West, Houston, Texas
(Address of Principal Executive Offices)
77008
(Zip Code)
 
(713) 665-2000
(Registrant’s Telephone Number, Including Area Code)
 
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.  þ Yes   o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  þ Yes   o 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. (Check one):
   
Large Accelerated  Filer     o        
Accelerated Filer            o
Non-Accelerated Filer        o          
Smaller reporting companyþ
(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). o Yes   þ No
 
As of November 14, 2012, there were 82,414,980 shares of the registrant’s common stock, $0.001 par value per share outstanding.
 
 

 
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
 
THE MINT LEASING, INC.
CONSOLIDATED BALANCE SHEETS
 
   
September 30, 2012
   
December 31, 2011
 
   
(unaudited)
       
ASSETS
           
             
Cash and cash equivalents
 
$
1,319,310
   
$
151,796
 
Investment in sales-type leases, net of allowance of  $415,049 and $465,048, respectively
   
23,448,918
     
25,033,096
 
Vehicle inventory
   
558,834
     
388,200
 
Property and equipment, net
   
27,183
     
35,077
 
Other asset
   
4,629
     
379
 
          TOTAL ASSETS
 
$
25,358,874
   
$
25,608,548
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
Accounts payable and accrued liabilities
 
$
636,655
   
$
432,932
 
Credit facilities
   
22,079,412
     
23,338,159
 
Notes payable to shareholders
   
1,315,779
     
898,000
 
         TOTAL LIABILITIES
   
24,031,846
     
24,669,091
 
                 
STOCKHOLDERS' EQUITY
               
Preferred stock; Series B,  2,000,000 shares authorized at $0.001 par value, 2,000,000 shares outstanding at September 30, 2012 and December 31, 2011
   
2,000
     
  2,000
 
Common stock, 480,000,000 shares authorized at $0.001 par value, 82,414,980 and 82,224,504 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively
   
82,415
     
  82,225
 
Additional paid in capital
   
9,476,289
     
9,438,107
 
Retained earnings
   
(8,233,676
)
   
(8,582,875
)
          Total Stockholders' Equity
   
1,327,028
     
939,457
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
25,358,874
   
$
25,608,458
 

“See accompanying notes to the unaudited consolidated financial statements.”

 
F-1

 
THE MINT LEASING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


   
Three Months
   
Three Months Ending
   
Nine Months Ending
   
Nine Months Ending
 
   
Ending
September 30, 2012
   
September 30, 2011 (restated)
   
September 30, 2012
   
September 30, 2011 (restated)
 
                         
REVENUES
                       
Sales-type leases, net
 
$
1,470,619
   
$
1,948,739
   
$
5,409,910
   
$
6,127,506
 
Amortization of unearned income related to sales-type leases
   
769,935
     
1,165,695
     
3,295,375
     
2,926,343
 
TOTAL REVENUES
   
2,240,554
     
3,114,434
     
8,705,285
     
9,053,849
 
COST OF REVENUES
   
1,525,756
     
2,235,273
     
6,192,017
     
7,258,149
 
GROSS PROFIT (LOSS)
   
714,799
     
879,161
 
   
2,513,268
     
1,795,700
 
GENERAL AND ADMINISTRATIVE EXPENSE
   
346,058
     
491,604
     
1,022,632
     
1,393,588
 
INCOME BEFORE OTHER INCOME (EXPENSE) FROM OPERATIONS
   
368,741
     
387,557
     
1,490,635
     
402,112
 
OTHER INCOME (EXPENSE)
                               
Interest expense
   
(319,214
)
   
(397,406
)
   
(1,141,437
)
   
(1,203,260
)
Other Income
   
  -
             
-
         
Other Expense
   
-
     
-
     
-
     
-
 
       Total Other Income (Expense)
   
(319,214
)
   
(397,406
)
   
(1,141,437
)
   
(1,203,260
)
INCOME (LOSS) BEFORE INCOME TAXES
   
49,526
     
(9,849
)
   
349,199
     
(801,148
)
PROVISION (BENEFIT) FOR INCOME TAXES
   
-
     
-
     
-
     
-
 
                                 
NET INCOME (LOSS)
 
$
49,526
   
$
(9,849
 
)
 
$
349,199
   
$
(801,148
)
 
                               
Basic average shares outstanding
   
82,414,980
     
82,224,504
     
82,380,222
     
82,224,504
 
Basic earnings per share
 
$
0.00
   
$
(0.01
)
 
$
0.00
   
$
(0.01
)

 “See accompanying notes to the unaudited consolidated financial statements.”
 
 
 
 
 
F-2

 
THE MINT LEASING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  
   
Nine Months Ended September 30,
 
   
2012
   
2011
 
         
(restated)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
 
$
349,199
   
$
(801,148
Adjustments to reconcile net  income (loss) to net cash  provided by operating activities:
               
Depreciation
   
10,461
     
20,922
 
Bad debt expense
   
(50,001
 )
   
253,725
 
Imputed interest on related party notes
   
28,372
     
18,801
 
Amortization of debt discount 
   
20,017
     
 
Change in operating assets and liabilities:
               
  Net investment in sales-type leases
   
1,634,178
     
1,768,750
 
  Inventory
   
(170,634
   
139,275
 
  Other assets
   
(4,250
)
   
-
 
  Accounts payable and accrued expenses
   
203,724
     
(520,004
                 
Net Cash provided by operating activities
   
2,021,066
     
880,321
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Cash paid for purchase of fixed assets
   
(2,567
)
   
-
 
Net cash (used by investing activities
   
(2,567
)
   
-
 
                 
                  CASH FLOWS FROM FINANCING ACTIVITIES:
               
                  Borrowings from Notes Payable
   
470,000
     
42,000
 
Payments on Notes Payable
      (1,738,764    
(1,056,014
)
Borrowings on loans from related parties
   
445,087
     
10,000
 
                  Payments on loans from related parties
   
(27,308
)  
   
(50,000)
 
                  Net Cash (used) by financing activities
   
(850,985
)
   
(1,054,014
)
                I INCREASE (DECREASE) IN CASH and CASH EQUIVALENTS
   
1,167,514
     
(173,693
)
                 
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD
   
151,796
     
253,748
 
CASH AND CASH EQUIVALENTS, AT END OF PERIOD
 
$
1,319,310
   
$
89,904
 
 
             
   
2012
   
2011
 
CASH PAID FOR:
           
             
Interest
 
$
1,141,437
   
$
805,853
 
Income taxes
 
$
-
   
$
-
 
                 
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Conversion of note payable
 
$
10,000
   
$
-
 
 
“See accompanying notes to the unaudited consolidated financial statements.”
 
 
F-3

 
 
THE MINT LEASING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)

NOTE 1 – ORGANIZATION and NATURE OF BUSINESS ACTIVITY

A. Organization

The Mint Leasing, Inc. (“Mint” or the “Company") was incorporated on May 19, 1999, in the State of Texas and commenced operations on that date.

Effective July 18, 2008, The Mint Leasing, Inc., a Texas corporation (“Mint Texas”), a privately held company, completed the Plan and Agreement of Merger between itself and The Mint Leasing, Inc. (formerly Legacy Communications Corporation) (“Mint Nevada”), and the two shareholders of Mint Texas, pursuant to which Mint Nevada acquired all of the issued and outstanding shares of capital stock of Mint Texas.   In connection with the acquisition of Mint Texas described herein, Mint Nevada issued 70,650,000 shares of common stock and 2,000,000 shares of Series B Convertible Preferred stock to the selling stockholders.   Consummation of the merger did not require a vote of the Mint Nevada shareholders.  As a result of the acquisition, the shareholders of Mint Texas own a majority of the voting stock of Mint Nevada and Mint Texas is a wholly-owned subsidiary of Mint Nevada.  No prior material relationship existed between the selling shareholders and Mint Nevada, any of its affiliates, or any of its directors or officers, or any associate of any of its officers or directors.

Upon completion of the July 18, 2008 transaction with Mint Nevada, Mint Texas ceased to be treated as an "S" Corporation for Income Tax purposes.  In accordance with accounting guidance issued by the staff of the Securities and Exchange Commission (the “SEC”), the Company had included in its financial statements all of its undistributed earnings on that date as additional paid in capital. This is to assume constructive distribution to owners followed by a contribution to the capital of the Company.

B.  Description of Business

Mint is a company in the business of leasing automobiles and fleet vehicles throughout the United States. Most of its customers are located in Texas and seven other states in the Southeast. Lease transactions are solicited and administered by the Company’s sales force and staff. Mint’s customers are comprised of brand-name automobile dealers that seek to provide leasing options to their customers and individuals, many of whom would otherwise not have the opportunity to acquire a new or late-model-year vehicle. 

C. Basis of Presentation.

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, filed on April 13, 2012.
 
 
F-4

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
A.  Principles of Consolidation

The consolidated financial statements of the Company include the accounts of The Mint Leasing, Inc. and all of its subsidiaries.  Inter-company accounts and transactions are eliminated in consolidation.

B.  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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for doubtful accounts and the estimated unguaranteed residual values on the lease receivable contracts purchased.

Although Mint attempts to mitigate credit risk through the use of a variety of commercial credit reporting agencies when processing customer applications, failure of the customers to make scheduled payments under their automobile lease contracts could have a material near-term impact on the allowance for doubtful accounts.

Realization of unguaranteed residual values depends on many factors, several of which are not within the Company's control, including general market conditions at the time of the original lease contract's expiration, whether there has been unusual wear and tear on, or use of, the vehicle, the cost of comparable new vehicles and the extent, if any, to which the vehicle has become technologically or economically obsolete during the lease contract term. These factors, among others, could have a material near-term impact on the estimated unguaranteed residual values.
 
C.  Revenue recognition
 
The Company’s customers typically finance vehicles over periods ranging from three to nine years.  These financing agreements are classified as either operating or sales type leases as prescribed by the Financial Accounting Standards Board (FASB).  Revenues representing the capitalized costs of the vehicles are recognized as income upon inception of the leases. The portion of revenues representing the difference between the gross investment in the lease (the sum of the minimum lease payments and the guaranteed residual value) and the sum of the present value of the two components is recorded as unearned income and amortized over the lease term.
 
For the nine months ended September 30, 2012 and 2011, amortization of unearned income totaled $3,295,375 and $2,926,343, respectively.
 
Taxes assessed by governmental authorities that are directly imposed on revenue-producing transactions between the Company and its customers (which may include, but are not limited to, sales, use, value added and some excise taxes) are excluded from revenues.

Lessees are responsible for all taxes, insurance and maintenance costs.

D.  Cost of Revenues
 
Cost of Revenues comprises the vehicle acquisition costs for the vehicles to be leased to the Company’s customers, the costs associated with servicing the leasing portfolio and the excess of  the Company’s recorded basis in leases when the related cars are reacquired (through early termination, repossessions and trade-in’s).  Vehicles that are reacquired are typically either re-leased or sold at auction, with the related proceeds recorded in revenue.  Total cost of sales was $6,192,017 and $7,258,149 for the nine months ending September 30, 2012 and 2011, respectively.
 
 
F-5

 
E.  Cash and Cash Equivalents
 
Investments in highly liquid securities with original maturities of 90 days or less are included in cash and cash equivalents in the accompanying balance sheets.  At September 30, 2012 and December 31, 2011, the Company had cash of $1,319,310 and $151,796, respectively. The Company had no cash equivalents at September 30, 2012 and December 31, 2011.
 
At September 30, 2012 and December 31, 2011, the Company had no deposits that exceeded FDIC insurance coverage limits.
 
F.  Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents and finance receivables. Our cash equivalents are placed through various major financial institutions.  Finance receivables represent contracts with consumers residing throughout the United States, with borrowers located in Texas, Arkansas, Mississippi, Alabama, Georgia, Tennessee, California and Florida. No other state accounted for more than 10% of managed finance receivables.

G.  Allowance for Loan Losses

Provisions for losses on investments in sales-type leases are charged to cost of revenues in amounts sufficient to maintain the allowance for losses at a level considered adequate to cover probable credit losses inherent in our receivables related to sales-type leases.  The Company establishes the allowance for losses based on the determination of the amount of probable credit losses inherent in the financed receivables as of the reporting date.  The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, and other information in order to make the necessary judgments as to probable credit losses.  Assumptions regarding probable credit losses are reviewed periodically and may be impacted by actual performance of financed receivables and changes in any of the factors discussed above.
 
H. Charge-off Policy

The Company charges off accounts when the automobile is repossessed or voluntarily returned by the customer and legally available for disposition. The charge-off amount generally represents the difference between the net outstanding investment in the sales-type lease and the fair market value of the vehicle returned to inventory. The charge-off amount is included in cost of revenues on the accompanying statement of operations. Accounts in repossession that have been charged off have been removed from finance receivables and the related repossessed automobiles are included in Vehicle Inventory on the consolidated balance sheet pending sale.

I.  Vehicle Inventory

Vehicle Inventory includes repossessed automobiles, as well as vehicles turned in at the conclusion of the lease.  Inventory of vehicles is stated at the lower of cost determined using the specific identification method, and market, determined by net proceeds from sale or the NADA book value.
 
J.  Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation and amortization on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Expenditures for additions, major renewal and betterments are capitalized, and expenditures for maintenance and repairs are charged against income as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income.

 
F-6

 
K. Stock-based Compensation

The Company accounts for stock-based compensation using the modified prospective application method in accordance with accounting guidance issued by the FASB. This method provides for the recognition of the fair value with respect to share-based compensation for shares subscribed for or granted on or after January 1, 2006, and all previously granted but unvested awards as of January 1, 2006. The cost is recognized over the period during which an employee is required to provide service in exchange for the options.
 
L. Advertising
 
Advertising costs are charged to operations when incurred. Advertising costs for the nine months ended September 30, 2012 and 2011 totaled $7,750 and $1,787, respectively.

M.  Income Taxes
 
Upon completion of the July 18, 2008 transaction with Mint Nevada as more fully described in Note 1, Mint Texas ceased to be treated as an "S" Corporation for Income Tax purposes, resulting in (1) the imposition of income tax at the corporate level instead of the shareholder level and (2) the inability to continue to elect to be taxed on a cash basis.  

Income taxes are accounted for under 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 operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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.

We adopted the provisions of the FASB’s guidance related to accounting for uncertainty as to income tax positions on January 1, 2008. As of September 30, 2012 and December 31, 2011, we had no liabilities included on the consolidated balance sheets associated with uncertain tax positions. Due to uncertainty regarding the timing of future cash flows associated with income tax liabilities, a reasonable estimate of the period of cash settlement is not determinable.

N. Earnings per Common and Common Equivalent Share  
 
The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents which would arise from their exercise using the treasury stock method and the average market price per share during the year.  At September 30, 2012 and 2011, there was no difference between basic and diluted earnings (loss) per share.

O. Preferred Stock Rights and Privileges

We have a total of 20,000,000 shares of preferred stock (the “Preferred Stock”) authorized.  The rights and privileges of the Preferred Stock are detailed as follows:

Series A Convertible Preferred Stock

As of September 30, 2012 and December 31, 2011, we had 185,000 shares of Series A Convertible Preferred Stock designated and 0 shares issued and outstanding.

The Company’s Series A Convertible Preferred Stock shares (the “Series A Stock”) allow the holder to vote a number of voting shares equal to two hundred shares for each share of Series A Stock held by such Series A Stock shareholder.  The Series A Stock has a liquidation preference over the shares of common stock issued and outstanding equal to the stated value of such shares, $1.00 per share multiplied by 12.5%.  The Series A Stock is convertible at the option of the holder into 200 shares of common stock for each share of Series A Stock issued and outstanding, provided that no conversion shall be allowed if the holder of such Series A Stock would own more than 4.99% of the Company’s common stock upon conversion.

 
F-7

 
No amendment to the Company’s Series A Stock shall be made while such Series A Stock is issued and outstanding to amend, alter or repeal the Articles of Incorporation or Bylaws of the Company to adversely affect the rights of the Series A Stock holders; authorize or issue any additional shares of preferred stock; or effect any reclassification of the Series A Stock unless the holders of a majority of the outstanding Series A Stock vote to approve such modification or amendment.

Series B Convertible Preferred Stock

As of September 30, 2012 and December 31, 2011, we had 2,000,000 shares of Series B Convertible Preferred Stock designated, authorized, issued and outstanding. The Series B Convertible Preferred Stock is non-redeemable and the dividend is non-cumulative.

Each share of Series B Convertible Preferred Stock shall be convertible into shares of common stock of the Company, par value $0.001 per share.  Each share of Preferred Stock shall be convertible into fully paid and non-assessable shares of Common Stock at the rate of 10 shares of Common Stock for each full share of Preferred Stock.

Each holder of Series B Convertible Preferred Stock has the number of votes equal to the number of votes of all outstanding shares of capital stock plus one additional vote such that the holders of a majority of the outstanding shares of Series B Preferred Stock shall always constitute a majority of the voting rights for the Company.

Upon liquidation, dissolution or winding up of the Company, holders of Series B Convertible Preferred Stock shall have liquidation preference over all of the Company’s Preferred and Common Stock as to asset distribution.

P. Fair Value of Financial Instruments

On January 1, 2008, the Company adopted a new standard related to the accounting for financial assets and financial liabilities and items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least annually. This standard provides a single definition of fair value and a common framework for measuring fair value as well as new disclosure requirements for fair value measurements used in financial statements. Fair value measurements are based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs, and are determined by either the principal market or the most advantageous market. The principal market is the market with the greatest level of activity and volume for the asset or liability. Absent a principal market to measure fair value, the Company would use the most advantageous market, which is the market that the Company would receive the highest selling price for the asset or pay the lowest price to settle the liability, after considering transaction costs. However, when using the most advantageous market, transaction costs are only considered to determine which market is the most advantageous and these costs are then excluded when applying a fair value measurement. The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

On January 1, 2009, the Company adopted an accounting standard for applying fair value measurements to certain assets, liabilities and transactions that are periodically measured at fair value. The adoption did not have a material effect on the Company’s financial position, results of operations or cash flows.

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are routinely recognized or disclosed at fair value. This standard clarifies how a company should measure the fair value of liabilities, and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard became effective for the Company on October 1, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 
F-8

 
The fair value accounting standard creates a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

 
Level 1:
Quoted prices in active markets for identical assets or liabilities.
 
Level 2:
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
 
Level 3:
Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Q. Effect of New Accounting Pronouncements
 
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
 
F-9

 
R. Reclassification

Certain amounts reported in the prior period financial statements may have been reclassified to the current period presentation.

NOTE 3 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated its previously issued financial statements for matters related to the following previously reported items:

1. The Company evaluated the discount rates applied to their investment in sales-type leases and determined the rates used were generally lower when compared to the rate implicit in the lease. This caused the unearned income of each lease to be lower than actual, effectively overstating investment in sales-type leases and understating amortization of unearned income.

2. The Company evaluated the need for a valuation allowance against our deferred tax asset carried at $2,276,360, as previously reported at September 30, 2011. After review of all available evidence, it was determined that it is more likely than not (i.e., greater than 50% probability) that some portion or the entire deferred tax asset will not be realized. We have therefore, removed the effect of the income tax benefit and recorded an income tax expense for the balance of the deferred tax asset resulting in a full valuation allowance as of September 30, 2011.

The following table presents the impact of the financial statement adjustments on our previously reported consolidated balance sheet at September 30, 2011:
 
   
September 30, 2011
 
   
Previously
         
As
 
ASSETS
 
Reported
   
Adjustments
   
Restated
 
                   
Cash and cash equivalents
 
$
487,267
         
$
487,267
 
Investment in sales-type leases, net
   
27,821,622
     
(1,309,428
)
   
26,512,194
 
Vehicle inventory
   
478,075
             
478,075
 
Property and equipment, net
   
30,714
             
30,714
 
Deferred tax asset
   
2,276,360
     
(2,276,360
)
   
0
 
TOTAL ASSETS
 
$
31,094,038
   
$
(3,585,788
)
 
$
27,508,250
 
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
LIABILITIES
                       
Accounts payable and accrued liabilities
   
940,473
             
940,473
 
Note payable
   
23,801,219
             
23,801,219
 
Convertible note, net of discount
   
33,595
             
33,595
 
Notes payable to shareholders
   
928,000
             
928,000
 
TOTAL LIABILITIES
   
25,703,287
     
0
     
25,703,287
 
STOCKHOLDERS' EQUITY
                       
Preferred stock Series A, 18,000,000 shares
   
0
             
0
 
authorized at $0.001 par value, 0 and 0 shares
                       
outstanding, respectively
                       
Preferred stock Series B, 2,000,000 shares
   
2,000
             
2,000
 
authorized at $0.001 par value, 2,000,000
                       
and 0 shares outstanding, respectively
                       
Common stock, 480,000,000 shares authorized
   
82,225
             
82,225
 
at $0.001 par value, 82,224,504 and 82,224,504
                       
shares issued and outstanding, respectively
                       
Additional paid in capital
   
9,428,649
             
9,428,649
 
Retained (deficit)
   
(4,122,123
)
   
(3,585,788
)
   
(7,707,911
)
TOTAL STOCKHOLDERS EQUITY
   
5,390,751
     
(3,585,788
)
   
1,804,963
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   
31,094,038
     
(3,585,788
)
   
27,508,250
 
 
 
 
 
F-10

 

The following table presents the impact of the financial statement adjustments on our previously reported consolidated statement of operations for the quarter ended September 30, 2011:

 
      For the Quarter Ended September 30, 2011  
      Previously              As   
      Reported       Adjustments       Restated   
REVENUES
                     
Sales-type leases, net
  $ 1,948,739           $ 1,948,739  
Amortization of unearned income related
    1,068,088       97,607       1,165,695  
to sales-type leases
                       
Total Revenues
    3,016,827       97,607       3,114,434  
COST OF REVENUES
    2,235,273               2,235,273  
GROSS PROFIT (LOSS)
    781,554       97,607       879,161  
GENERAL AND ADMINISTRATIVE EXPENSE
    491,604               491,604  
PROFIT (LOSS) BEFORE OTHER (EXPENSE) FROM
                       
CONTINUING OPERATIONS
    289,950       97,607       387,557  
OTHER (EXPENSE)
                       
      -               -  
Interest expense
    (397,406 )             (397,406 )
   Total Other (Expense)
    (397,406 )             (397,406 )
(LOSS) BEFORE TAX
    (107,456 )     97,607       (9,849 )
Income Tax (Benefit)
    (27,478 )     27,478       -  
NET (LOSS)
  $ (79,978 )   $ 70,129     $ (9,849 )
                         
Basic average shares outstanding
    82,224,504               82,224,504  
Basic Earnings Per Share
  $ (0.01 )           $ (0.01 )

The following table presents the impact of the financial statement adjustments on our previously reported consolidated statement of operations for the nine months ended September 30, 2011:

 
     
For the Nine Months Ended
September 30, 2011
 
      Previously              As   
      Reported       Adjustments       Restated   
REVENUES
                     
Sales-type leases, net
 
$
6,127,506
         
$
6,127,506
 
Amortization of unearned income related
   
2,633,522
     
292,821
     
2,926,343
 
to sales-type leases
                       
Total Revenues
   
8,761,028
     
292,821
     
9,053,849
 
COST OF REVENUES
   
7,258,149
             
7,258,149
 
GROSS PROFIT (LOSS)
   
1,502,879
     
292,821
     
1,795,700
 
GENERAL AND ADMINISTRATIVE EXPENSE
   
1,393,588
             
1,393,588
 
PROFIT (LOSS) BEFORE OTHER (EXPENSE) FROM
                       
CONTINUING OPERATIONS
   
109,291
     
292,821
     
402,112
 
OTHER (EXPENSE)
                       
Interest expense
   
(1,203,260
)
           
(1,203,260
)
   Total Other (Expense)
   
(1,203,260
)
           
(1,203,260
)
(LOSS) BEFORE TAX
   
(1,093,969
)
   
292,821
     
(801,148
)
Income Tax (Benefit)
   
(363,251)
     
363,251
     
-
 
NET (LOSS)
 
$
(730,718
)
 
$
(70,430
)
 
$
(801,148
)
Basic average shares outstanding
   
82,224,504
             
82,224,504
 
Basic Earnings Per Share
 
$
(0.01
)
         
$
(0.01
)


 
F-11

 
NOTE 4 - NET INVESTMENT IN SALES-TYPE LEASES
 
The Company’s leasing operations consist principally of leasing vehicles under sales-type leases expiring in various years to 2017. Following is a summary of the components of the Company’s net investment in sales-type leases at September 30, 2012 and December 31, 2011:
 
 
   
As of
September 30, 2012
   
As of
December 31, 2011
 
             
Total Minimum Lease Payments to be Received
 
$
16,781,813
   
$
19,834,161
 
Residual Values
   
12,297,084
     
12,594,447
 
Lease Carrying Value
   
29,078,897
     
32,428,608
 
Less: Allowance for Uncollectible Amounts
   
(415,049
)
   
       (465,048
)
Less: Unearned Income
   
(5,214,930
)
   
(6,930,464
)
Net Investment in Sales-Type Leases
 
$
23,448,918
   
$
25,033,096
 

NOTE 5 – EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Cost and accumulated depreciation of equipment and leasehold improvements as of September 30, 2012 and December 31, 2011 are as follows:
 
   
September 30, 2012
   
December 31, 2011
 
Leasehold Improvements
 
$
5,980
   
$
5,980
 
Furniture and Fixtures
   
97,981
     
97,981
 
Computer and Office Equipment
   
182,139
     
179,572
 
  Total
   
286,100
     
283,533
 
Less: Accumulated Depreciation
   
(258,917
)
   
(248,456
)
Net Property and Equipment
 
$
27,183
   
$
35,077
 
 
Depreciation expense charged to operations was $10,461 and $20,922 for the nine months ended September 30, 2012 and 2011, respectively.

NOTE 6– CREDIT FACILITIES

Effective August 3, 2009, the Company entered into a secured $10,000,000 revolving credit agreement (the “Revolver”) with Moody National Bank (“Moody” and “Moody Bank”) to finance the purchase of vehicles for lease. The interest rate on the Revolver is the prime rate plus 1% with a floor of 6%. The Revolver is secured by purchased vehicles, the related receivables associated with leased vehicles, and the personal guaranties of Jerry Parish and Victor Garcia (the Company’s majority shareholders).  The credit agreement also required the Company to meet a debt to tangible net worth ratio of 2.5 to one at December 31, 2009; which the Company did not meet. At December 31, 2009, the availability under the $10,000,000 Revolver was limited to $2,500,000. The outstanding balance at December 31, 2009 was $1,679,319. The Revolver matured on December 31, 2009 and was renewed for an additional 60 days at which time an additional $820,681 was advanced to the Company. On February 28, 2010, the Company executed a second renewal, extension and modification of the Revolver (the “Amended Moody Revolver”).  The Amended Moody Revolver extended the maturity date of the facility to March 1, 2011, reduced the amount available under the facility to $2,500,000, fixed the interest rate on the facility at 6.5%, and provided for 11 monthly payments of principal and interest of $37,817, with the remaining balance due at maturity. Effective February 28, 2011, the Company executed a Third Renewal, Extension and Modification of the Revolver (the "Third Renewal").  Under the terms of the Third Renewal, the maturity date of the Revolver was extended to March 1, 2012, the amount available remains at $2,500,000, the interest rate was increased and fixed at 6.75%, and the Third Renewal provides for 11 monthly payments of principal and interest of $45,060, with the remaining balance due at maturity on March 1, 2012. On March 29, 2012 and effective March 1, 2012, Moody Bank agreed to enter into a Fourth Renewal, Extension and Modification Agreement (the “Fourth Renewal”), pursuant to which Moody Bank agreed to extend the due date of the Revolver to March 1, 2013 and we agreed to pay monthly payments of principal and interest due under the Revolver of $57,500 per month until maturity.  The amount outstanding under the Revolver at the time of the parties’ entry into the Fourth Renewal was $1,822,767.

 
F-12

 
At September 30, 2012, the outstanding balance on the Revolver was $1,532,971.  Additionally, at September 30, 2012, we were not in compliance with certain covenants required by the Revolver.

On or around January 6, 2009, the Company entered into a renewal of its $33,000,000 revolving credit facility with Sterling Bank of Houston, Texas (now Comerica Bank “Comerica Bank”) that matured on October 2, 2009.  On or around October 27, 2009, the Company entered into a Modification, Renewal and Extension Agreement and an Amended and Restated Loan Agreement in connection with its $33,000,000 line of credit facility with Comerica Bank (collectively the “Renewal”). On or around July 30, 2010, we entered into a Modification Agreement with Comerica Bank to modify and amend the Renewal.  On December 14, 2010, and effective November 10, 2010, we entered into an additional Modification Agreement with Comerica Bank to modify and amend the Renewal (the “Modification”).  On April 13, 2011, and effective as of March 10, 2011, the Company entered into an additional Modification Agreement with Comerica Bank (the "March 2011 Modification").

The Modification and March 2011 Modification also modified and amended our required borrowing base and minimum net worth requirements under the Renewal, which factor into whether we are in compliance with the terms and conditions of and/or in default of the terms of the Renewal.

The outstanding amount of the Renewal at the time of the parties’ entry into the Modification was $23,704,253, and the Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $110,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning December 10, 2010 and continuing until February 10, 2011 (we had previously been making monthly installment payments of $110,000 beginning in July 2010), with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on March 10, 2011 (previously the full amount of the Renewal as modified by the first Modification Agreement, was due and payable on November 10, 2010).

The outstanding amount of the Renewal at the time of the parties' entry into the March 2011 Modification was $22,648,222, and the March 2011 Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $160,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning April 10, 2011 and continuing until August 10, 2011, with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on September 10, 2011.  Additionally, each month, we are required to pay Comerica Bank, in addition to the monthly payments, a prepayment of principal equal to the amount of all proceeds from the sale of our vehicles which have not already been paid to Comerica Bank as a result of the monthly payment.

On October 27, 2011 and effective September 10, 2011, the Company entered into an additional Modification Agreement with Comerica Bank (the “September 2011 Modification”), to modify and amend the Renewal.

The September 2011 Modification, similar to the Modification and March 2011 Modification modified and amended our required borrowing base and minimum net worth requirements under the Renewal, which factor into whether we are in compliance with the terms and conditions of and/or in default of the terms of the Renewal.

The outstanding amount of the Renewal on the effective date of the September 2011 Modification was $21,846,701, and the September 2011 Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $260,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning October 10, 2011 and continuing until March 10, 2012, with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on March 10, 2012, which credit facility has since been extended as described below.  Additionally, each month, we are required to pay Comerica Bank, in addition to the monthly payments, a prepayment of principal equal to the amount of all proceeds from the sale of our vehicles which have not already been paid to Comerica Bank as a result of the monthly payment.

The September 2011 Modification did not otherwise materially amend or modify the terms of the Renewal, which evidences a Secured Note Payable (the "Note Payable"); except that it increased the interest rate of the Note Payable to the prime rate plus 2.5%, compared to the prime rate plus 2% (as was previously provided under the terms of the Note Payable), in each case subject to a floor of 6%.

 
F-13

 
Comerica Bank also agreed pursuant to the terms of the September 2011 Modification that we could prepay and satisfy the entire outstanding amount of the Note Payable if we are able to pay Comerica Bank an aggregate of $17,500,000 by December 31, 2011 (the “Pre-Payment Right”), which we were unable to accomplish.

On March 30, 2012, and with an effective date of March 10, 2012, Comerica Bank agreed to extend the due date of the Renewal until June 10, 2012 and to forbear from enforcing certain covenants of the Renewal and we agreed to increase the amount of interest payable under the Renewal to the prime rate plus 3.5%, subject to a floor of 6%, which rate is currently 6.75% per annum, increase the monthly payments due under the Renewal to $275,000 per month, and pay fees associated with the extension totaling $210,000 (the “March 2012 Extension”).  The outstanding balance on the Note Payable as of the effective date of the March 2012 Extension was $20,372,657.

In July 2012, Comerica agreed to further extend the maturity date of the Renewal, provided that the Company has not formally entered into any extension or renewal agreements with Comerica to date and the final terms of such renewal or extension, including the extended due date of the Renewal is currently unknown at this time.

At September 30, 2012, the outstanding balance on the Note Payable was $19,834,441. Under the terms of the renewals of the Note Payable, the Company has been and will continue to be unable to borrow any new funds under the credit facilities during 2012 or subsequent years.

Our credit facility with Comerica Bank requires us to comply with certain affirmative and negative covenants customary for restricted indebtedness, including covenants requiring that: our statements, representations and warranties made in the credit facility and related documents are correct and accurate; if Jerry Parish, our Chief Executive Officer and sole Director fails to own at least 50% of the ownership of the Company; the death of either of the guarantors of the credit facility, Jerry Parish or Victor Garcia; the termination of the employment of Mr. Parish; or the transfer of any ownership interest of Mint Texas without the approval of Comerica Bank.  At September 30, 2012 and 2011, the Company was not in compliance with all debt covenants under the credit facility with Comerica Bank.

On June 5, 2010, the Company entered into an unsecured $100,000 note payable (“Note Payable”) with a third party to finance the purchase of vehicles for lease, which accrued interest at the rate of 15% per annum, payable monthly, was due on December 5, 2010, and was repaid during the year ended December 31, 2010.

On March 1, 2011, the Company entered into a Promissory Note with a third party in the amount of $100,000, which accrues interest at the rate of 12% per annum payable monthly, and was due on March 1, 2012. The Promissory Note was secured by the personal guaranty of Jerry Parish. This note was paid off on March 26, 2011, with the proceeds of a new Promissory Note as described below.

On March 26, 2011, the Company paid off the $100,000 Promissory Note and entered into a new Promissory Note with the same third party in the amount of $142,000, with a maturity date of March 26, 2012.  The Promissory Note accrues interest at the rate of 12% per annum payable monthly. On December 6, 2011, the Company renegotiated the maturity date on $100,000 of the Promissory Note, and extended the maturity of that portion of the Promissory Note to December 6, 2012.  The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 and December 31, 2011 was $142,000.

 
F-14

 
In August 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”), pursuant to which the Company sold Asher a convertible note in the amount of $68,000, bearing interest at the rate of 8% per annum (the “Convertible Note”) which Convertible Note was amended in October 2011, to be effective as of August 2011. The Convertible Note provided Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company’s common stock at a conversion price equal to the greater of (a) 61% of the average of the five lowest trading prices of the Company’s common stock during the ten trading days prior to such conversion date; and (b) $0.00009 per share.  The Convertible Note, which accrued interest at the rate of 8% per annum, was payable, along with interest thereon on May 7, 2012, but was repaid in March 2012. The note’s convertible feature was valued and resulted in a debt discount of $43,475, which was fully amortized at the time of payment.

Asher converted $10,000 of the amount owed under the Convertible Note into 190,476 shares of the Company’s common stock ($0.0525 per share) in February 2012.  In March 2012, the Company prepaid the entire remaining balance due under the Convertible Note for an aggregate of $90,003 including penalty and interest.

On November 28, 2011, the Company entered into a Promissory Note with another third party in the amount of $100,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due on December 28, 2012. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $100,000.

In March 2012, the Company entered into a Promissory Note with another third party in the amount of $220,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due in March, 2013. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $220,000.

In May 2012, the Company entered into a Promissory Note with the same third party in the amount of $250,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due in May, 2013. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $250,000.

The following table summarizes the credit facilities, promissory notes, and convertible note discussed above for the period ended September 30, 2012 and December 31, 2011:

   
September 30, 2012
  
  
December 31, 2011
 
                 
Credit Facility - Comerica Bank
 
$
            19,834,441
   
$
            21,160,783
 
Credit Facility - Moody Bank
   
              1,532,971
     
              1,887,393
 
Convertible Note Payable – Asher notes
Net of discount of $0 and $20,017 at September  30,
2012 and December 31, 2011
   
-
     
                   47,983
 
Promissory Notes
   
712,000
     
242,000
 
Total notes payable
 
$
22,079,412
   
$
23,338,159
 

We believe that the Company has adequate cash flow being generated from its investment in sales-type leases and inventories to meet its financial obligations to the banks in an orderly manner, provided we are able to continue to renew the current credit facilities when they come due and the outstanding balances are amortized over a four to five year period.  The Company has historically been able to negotiate such renewals with its lenders.  However, there is no assurance that the Company will be able to negotiate such renewals in the future on terms that will be acceptable to the Company. In the future, if we are not able to negotiate renewals and/or expansion of our current credit facilities, we may be required to seek additional capital by selling debt or equity securities. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that such financing will be available to the Company in amounts or on terms acceptable to us, or at all.

 
F-15

 
NOTE 7– FAIR VALUE OF FINANCIAL INSTRUMENTS
 
FASB guidance regarding fair value measurements requires disclosure of fair value information about financial instruments, whether recognized or not in our consolidated balance sheet. Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. The FASB provision excludes certain financial instruments and all non-financial instruments from the Company’s disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

Estimated fair values, carrying values and various methods and assumptions used in valuing our financial instruments as of September 30, 2012 and December 31, 2011 are set forth below:
 
 
   
September 30, 2012
 
   
Carrying Value
   
Estimated Fair Value
 
Financial assets:
           
Investment in sales-type leases – net (a)
   
23,448,918
     
23,448,918
 
                 
                 
 
   
December 31, 2011
 
   
Carrying Value
   
Estimated Fair Value
 
Financial assets:
           
Investment in sales-type leases – net (a)
   
25,033,096
     
25,033,096
 
                 
                 

(a)
The fair value of finance receivables is estimated by discounting future cash flows expected to be collected using current rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities. This valuation is a type 3 indicator.
 

NOTE 8 -RELATED PARTY TRANSACTIONS

The Company leased office and warehouse space from a partnership, which is owned by the Company’s two majority shareholders, pursuant to a lease which expired on August 31, 2008, at the rate of $10,000 per month. The lease was subsequently renewed to July 31, 2011, which included an adjacent property at the rate of $20,000 per month. The lease was renewed for a term of one year on July 31, 2011, at a monthly rental rate of $15,000 per month and has been renewed for a term of an additional year on July 31, 2012, at a monthly rental rate of $15,000 per month. In conjunction with the Company's cost reduction efforts the monthly rental payment was reduced to $15,000 per month during the latter part of 2010, all of 2011, and the first nine months of 2012. We believe these rental rates are consistent with rental rates for similar properties in the Houston, Texas real estate market.  Rent expense under the lease amounted to $145,000 and $145,000 for the nine months ended September 30, 2012 and 2011, respectively. 

The Company has notes payable to Jerry Parish, Victor Garcia, and a partnership which is owned by the Company’s two majority shareholders (Mr. Parish and Mr. Garcia) through its wholly-owned subsidiary, Mint Texas. The amounts outstanding as of September 30, 2012 and December 31, 2011 were $1,315,779 and $898,800, respectively.  These notes payable are non-interest bearing and due upon demand.  The Company imputed interest on these notes payable at a rate of 8.75% per year.  Interest expense of $20,017 and $18,801 was recorded as contributed capital for the nine months ended September 30, 2012 and 2011, respectively.

 
F-16

 
NOTE 9 – COMMITMENTS AND CONTINGENCIES
 
Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents, and finance receivables. Our cash equivalents are placed through various major financial institutions.  Finance receivables represent contracts with consumers residing throughout the United States, with lessees located in Texas, Arkansas, Mississippi, Alabama, Georgia, Tennessee and Florida. No state other than Texas accounted for more than 10% of managed finance receivables.

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position or our results of operations and cash flows.

NOTE 10 - ONGOING RELATIONSHIPS WITH FINANCIAL INSTITUTIONS

Management has had a long relationship with the financial institutions that are currently providing its credit facilities.  The Company has a history of successfully working with its lenders in negotiating previous modifications and extensions, and believes that it will continue to be able to do so in the future. Such extensions or modifications are critical to the Company’s ability to meet its financial obligations and execute its business plan.  Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities should the Company not be able to continue to modify or extend its credit facilities.  See Note 6 for further details.

NOTE 11 – FINANCING RECEIVABLES
 
The Company’s net investment in sales-type leases is subject to the disclosure requirements of ASC 310 “Receivables”. Due to similar risk characteristics of its individual sales-type leases, the Company views its net investment in leases as its one class of financing receivable.
 
The Company monitors the credit quality of each customer on a frequent basis through collections and aging analyses. The Company also holds meetings monthly in order to identify credit concerns and determine whether a change in credit quality classification is required for the customer. A customer may improve in their credit quality classification once a substantial payment is made on overdue balances or the customer has agreed to a payment plan with the Company and payments have commenced in accordance with the payment plan. The change in credit quality indicator is dependent upon management approval.
 
The Company classifies its customers into three categories to indicate their credit quality internally:
 
Current — Lessee continues to be in good standing with the Company as the client’s payments and reporting are up-to-date. Typically payments are outstanding between 0-30 days.
 
Performing — Lessee has begun to demonstrate a delay in payments with little or no communication with the Company. All future activity with this customer must be reviewed and approved by management. These leases are considered to be in better condition than those leases in the “Poor” category, but not in as good of condition as those leases in the “Current” category. Typically payments are outstanding between 31-60 days.
 
 
F-17

 
Poor — Lessee is delinquent, non-responsive or not negotiating in good faith with the Company. Once a Lessee is classified as “Poor”, the lease is evaluated for collectability and is potentially impaired. Typically payments are outstanding 61 days or more.
 
The following table discloses the recorded investment in financing receivables by credit quality indicator as at September 30, 2012 (in thousands):
 

   
Net
 
   
Investment
 
   
in Leases
 
Current
 
$
18,963
 
Performing
   
3,792
 
Poor
   
694
 
       
 Total
 
$
23,449
 
       
 
While recognition of penalties and interest income is suspended, payments received by a customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on the billed amount, if applicable, is recorded to the extent of the residual cash received. Once the collectability issues are resolved and the customer has returned to being in current standing, the Company will resume recognition of penalty and interest income.
 
The Company’s net investment leases on nonaccrual status as of September 30, 2012 are as follows (in thousands):
   
Recorded
   
Related
 
   
Investment
   
Allowance
 
Net investment in leases
 
$
92
   
$
(92
)
 
The Company considers financing receivables with aging between 60-89 days as indications of lessees with potential collection concerns. The Company will begin to focus its review on these financing receivables and increase its discussions internally and with the lessee regarding payment status. Once a lessee’s aging exceeds 90 days, the Company’s policy is to review and assess collectability on lessee’s past due account. Over 90 days past due is used by the Company as an indicator of potential impairment as invoices up to 90 days outstanding could be considered reasonable due to the time required for dispute resolution or for the provision of further information or supporting documentation to the customer.
 
The Company’s aged financing receivables as of September 30, 2012 are as follows (in thousands):
 
                                   
Related
                   
Recorded
 
                           
Billed
   
Unbilled
   
Total
           
Investment
 
                           
Financing
   
Recorded
   
Recorded
   
Related
   
Net of
 
   
Current
   
31-90 Days
   
91+ Days
   
Receivables
   
Investment
   
Investment
   
Allowances
   
Allowances
 
Net investment in leases
 
$
18,077
   
$
4,829
   
$
958
   
$
23,864
   
$
-
   
$
23,864
   
$
(415
)
 
$
23,449
 
 
The Company recorded investment in past due financing receivables for which the Company continues to accrue penalties and interest income is as follows as of September 30, 2012 (in thousands):
 
                                   
Related
                   
Recorded
 
                           
Billed
   
Unbilled
   
Total
           
Investment
 
                           
Financing
   
Recorded
   
Recorded
   
Related
   
Net of
 
   
Current
   
31-90 Days
   
91+ Days
   
Receivables
   
Investment
   
Investment
   
Allowances
   
Allowances
 
Net investment in leases
 
$
18,077
   
$
4,829
   
$
958
   
$
23,864
   
$
-
   
$
23,864
   
$
(415)
   
$
23,449
 
 

 
F-18

 
Activity in our reserves for credit losses for the nine months ended September 30, 2012 is as follows (in thousands):
 
   
Investment in sales-type leases
 
Balance January 1, 2012
  $ 465  
Provision for bad debts
    -  
Recoveries
    -  
Write-offs and other
    (50 )
Balance September  30, 2012
  $ 415  
         
 
Our reserve for credit losses and minimum lease payments associated with our investment in sales- type lease balances disaggregated on the basis of our impairment method were as follows as of September 30, 2012 (in thousands):

   
Investment in sales-type leases
 
Reserve for credit losses:
     
Ending balance: collectively evaluated for impairment
 
$
2,893
 
Ending balance: individually evaluated for impairment
   
888
 
Ending balance
 
$
3,781
 

 
The following table discloses the recorded investment in financing receivables by credit quality indicator as at December 31, 2011 (in thousands):
 

   
Net
 
   
Investment
 
   
in Leases
 
Current
 
$
22,948
 
Performing
   
1,115
 
Poor
   
970
 
       
 Total
 
$
25,033
 
       
While recognition of penalties and interest income is suspended, payments received by a customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on the billed amount, if applicable, is recorded to the extent of the residual cash received. Once the collectability issues are resolved and the customer has returned to being in current standing, the Company will resume recognition of penalty and interest income.

The Company’s net investment leases on nonaccrual status as of December 31, 2011 are as follows (in thousands):
 
   
Recorded
   
Related
 
   
Investment
   
Allowance
 
Net investment in leases
 
$
270
   
$
(270
)

The Company considers financing receivables with aging between 60-89 days as indications of lessees with potential collection concerns. The Company will begin to focus its review on these financing receivables and increase its discussions internally and with the lessee regarding payment status. Once a lessee’s aging exceeds 90 days, the Company’s policy is to review and assess collectability on lessee’s past due account. Over 90 days past due is used by the Company as an indicator of potential impairment as invoices up to 90 days outstanding could be considered reasonable due to the time required for dispute resolution or for the provision of further information or supporting documentation to the customer.
 
 
F-19

 
The Company’s aged financing receivables as of December 31, 2011 are as follows (in thousands):
 
                                   
Related
                   
Recorded
 
                           
Billed
   
Unbilled
   
Total
           
Investment
 
                           
Financing
   
Recorded
   
Recorded
   
Related
   
Net of
 
   
Current
   
31-90 Days
   
91+ Days
   
Receivables
   
Investment
   
Investment
   
Allowances
   
Allowances
 
Net investment in leases
 
$
23,116
   
$
1,467
   
$
915
   
$
25,498
   
$
-
   
$
25,498
   
$
(465)
   
$
25,033
 
 

The Company recorded investment in past due financing receivables for which the Company continues to accrue penalties and interest income is as follows as of December 31, 2011 (in thousands):
 
                                   
Related
                   
Recorded
 
                           
Billed
   
Unbilled
   
Total
           
Investment
 
                           
Financing
   
Recorded
   
Recorded
   
Related
   
Net of
 
   
Current
   
31-90 Days
   
91+ Days
   
Receivables
   
Investment
   
Investment
   
Allowances
   
Allowances
 
Net investment in leases
 
$
23,116
   
$
1,467
   
$
645
   
$
25,228
   
$
-
   
$
25,228
   
$
(195)
   
$
25,033
 
 

Activity in our reserves for credit losses for the year ended December 31, 2011 is as follows (in thousands):

   
Investment in sales-type leases
 
Balance January 1, 2011
  $ 906  
Provision for bad debts
    426  
Recoveries
    -  
Write-offs and other
    (867 )
Balance December 31, 2011
  $ 465  
         
 
Our reserve for credit losses and minimum lease payments associated with our investment in sales- type lease balances disaggregated on the basis of our impairment method were as follows as of December 31, 2011 (in thousands):

   
Investment in sales-type leases
 
Reserve for credit losses:
     
Ending balance: collectively evaluated for impairment
 
$
1,467
 
Ending balance: individually evaluated for impairment
   
915
 
Ending balance
 
$
2,381
 


NOTE 12 –OPTIONS AND WARRANTS

In July 2008, the Company granted options to purchase 2,000,000 common shares of stock to a selling stockholder of Mint Texas, who was elected Director, President and CEO of Mint Nevada (see Note 1). The exercise price of the options is $3.00 per share and such options expire ten years after the grant date. One third of the options may be exercised respectively on the first, second and third anniversary of the grant date. The Company recorded the transaction as part of its recapitalization.

In July 2008, the Company also granted warrants to purchase 2,100,000 common shares at prices of $0.10, $0.50, $1.00, $1.50 and $2.00 per share to two consultants in connection with consulting agreements executed with Mint Texas as of June 1, 2007 and assumed by Mint Nevada on the closing date. The Company recorded the transaction as part of its recapitalization. The warrants to purchase 2,100,000 shares were cancelled by the holders on September 30, 2009 as discussed below.  In December 2008, the Company granted options to purchase 100,000 common shares of stock at an exercise price of $1.01 per share, to a consultant for services and recorded compensation cost of $57,644.

 
F-20

 
On or around July 17, 2009, we entered into a letter agreement (the “Letter Agreement”) to confirm certain terms of our Engagement Agreement with a placement agent. Pursuant to the Letter Agreement, the agent agreed to waive any rights to any consideration pursuant to the Engagement Agreement in connection with funding by certain financial institutions in consideration for the grant by us of warrants to purchase 300,000 shares of our common stock at an exercise price of $0.50 per share, which warrants have a term of 5 years, include a cashless exercise provision and piggy-back registration rights, which warrants were subsequently granted.  The Company recorded $12,600 of consulting expense in the third quarter of 2009 and a similar amount of additional paid-in-capital.  The $12,600 of consulting expense was calculated as the fair market value of the warrants using the Black-Scholes option-pricing model.  The significant variables used in the calculation were; stock price of $0.17/share; $0.50/share exercise price of warrant; volatility of 88%; time to expiration of 1,750 days; and risk free interest rate of 2.31%.

On September 30, 2009, the Company and Mr. Parish and Victor Garcia, a then Director of the Company, entered into a Mutual Release and Termination Agreement with third parties who were the holders of 8,278,872 shares of the Company’s common stock and warrants to purchase an additional 2,100,000 common shares at prices ranging from $0.10 to $2.00 per share.  Messers. Parish and Garcia paid $250,000 in cash and Mr. Parish delivered 125,000 shares of Arrayit Corporation to the third parties for the 8,278,872 shares of the Company’s common stock, of which 4,239,436 shares were issued to Mr. Parish and 4,239,436 shares were issued to Mr. Garcia. The third parties also agreed to cancel the warrants to purchase the 2,100,000 shares of the Company’s common stock.

A summary of activity under the Employee Stock Plans for the years ended December 31, 2011 and 2010 is presented below:
 
 
Options
 
Weighted
Average
Exercise Price
 
Outstanding – December 31, 2009
2,100,000
 
$
2.91
 
Granted
-
 
$
            -
 
Exercised
              -
 
$
                 -
 
Forfeited or Expired
              -
 
$
                 -
 
Distributed
              -
 
                 -
 
Outstanding – December 31, 2010
2,100,000
 
$
            2.91
 
Granted
-
 
$
-
 
Exercised
              -
 
$
                 -
 
Forfeited or Expired
(100,000)
 
$
1.01
 
Distributed
              -
 
                 -
 
Outstanding/exercisable – December 31, 2011
 2,000,000
 
 
$
 
            2.91
 
Outstanding/exercisable – December 31, 2010
 2,100,000
 
$
            2.91
 

The following table summarizes information about outstanding warrants at December 31, 2011 and 2010:
 
Year
Issued
Number
Outstanding
Remaining Contractual Life in Years
Weighted Average Exercise Price
       
2010
   300,000
3.50
$0.50
2011
   300,000
2.50
$0.50
 
NOTE 13 – SUBSEQUENT EVENTS

No subsequent event occurred after the date of these financial statements and prior to their issuance, which would require its disclosure in these financial statements.
 
F-21

 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENTS
 
Portions of this Form 10-Q, including disclosure under “Management’s Discussion and Analysis or Plan of Operation,” contain forward-looking statements. These forward-looking statements which include words such as "anticipates", "believes", "expects", "intends", "forecasts", "plans", "future", "strategy" or words of similar meaning, are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as may, will, should, expect, anticipate, estimate, believe, intend, contemplate or project. Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include among others;

 
our need to raise additional financing;
 
observance of covenants as required by our credit facilities;
 
the loss of key personnel or failure to attract, integrate and retain additional personnel;
 
our ability to execute on our business plan;
 
rights and privileges associated with our preferred stock;
 
the fact that our CEO has majority control over our voting stock;
 
fluctuations in our quarterly and annual results of operations;
 
economic downturns in the United States;
 
the fact that a significant part of the Company’s consumer base are high risk for defaults and delinquencies;
 
write-offs for losses and defaults;
 
costs associated with being a public company;
 
the limited market for the Company’s common stock;
 
the fact that we only have one officer and Director;
 
the volatile market for our common stock;
 
risks associated with our common stock being a “penny stock”;
 
material weaknesses in our internal controls over financial reporting;
 
the level of competition in our industry and our ability to compete; and
 
other risk factors included under “Risk Factors” in this filing.

With respect to any forward-looking statement that includes a statement of its underlying assumptions or basis, we caution that, while we believe such assumptions or basis to be reasonable and have formed them in good faith, assumed facts or basis almost always vary from actual results, and the differences between assumed facts or basis and actual results can be material depending on the circumstances. When, in any forward-looking statement, we or our management express an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis, but there can be no assurance that the stated expectation or belief will result or be achieved or accomplished. All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by applicable law, including the securities laws of the United States and/or if the existing disclosure fundamentally or materially changes, we do not undertake any obligation to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.

Corporate History

The Mint Leasing, Inc. (the “Company,” “Mint,” "Mint Leasing", “we,” “Mint Nevada,” and “us”) was incorporated in Nevada on September 23, 1997 as Legacy Communications Corporation.
 
Effective July 18, 2008, The Mint Leasing, Inc., a Texas corporation, which was incorporated on May 19, 1999, and commenced operations on that date (“Mint Texas”), a privately-held company, completed the Plan and Agreement of Merger between itself and the Company (for the purposes of this paragraph, “Mint Nevada”), and the two shareholders of Mint Texas (Jerry Parish, our sole officer and Director and Victor Garcia, our former Director), pursuant to which Mint Nevada acquired all of the issued and outstanding shares of capital stock of Mint Texas.   In connection with the acquisition of Mint Texas, Mint Nevada issued 70,650,000 shares of common stock, and 2,000,000 shares of Series B Convertible Preferred stock to the selling stockholders and owners of Mint Texas.   Additionally, the Company granted stock options to purchase 2,000,000 shares of common stock to Mr. Parish.  The exercise price of the options is $3.00 per share, and the options expire in 2018.  One-third of the options vested to Mr. Parish on the first, second and third anniversary of the grant date (July 28, 2008).  Consummation of the merger did not require a vote of the Mint Nevada shareholders.  As a result of the acquisition, the shareholders of Mint Texas own a majority of the voting stock of Mint Nevada as described below, Mint Texas is a wholly-owned subsidiary of Mint Nevada, and the Company (Mint Nevada) changed its name to The Mint Leasing, Inc. No prior material relationship existed between the selling shareholders and Mint Nevada, any of its affiliates, or any of its Directors or officers, or any associate of any of its officers or Directors.  Effective on July 18, 2008, our former operations as a developer and purchaser of radio stations ceased and since that date our operations have solely been the operations of Mint Texas, our wholly-owned subsidiary.
 
 
1

 
Unless otherwise stated, or the context suggests otherwise, the description of the Company’s business operations below includes the operations of Mint Texas, the Company’s wholly-owned subsidiary.
 
The Board of Directors approved a one-for-twenty reverse stock split (the “Reverse Stock Split”) with respect to shares of common stock outstanding as of July 16, 2008. Unless otherwise stated, all share amounts listed herein retroactively reflect the Reverse Stock Split.
 
As set forth in the Company’s Information Statement on Schedule 14C dated June 26, 2008, the Company adopted the Second Amended and Restated Articles of Incorporation and Amended Bylaws as of July 18, 2008.  The Company further amended the Second Amended and Restated Articles of Incorporation on July 18, 2008 to change the Company’s name from Legacy Communications Corporation to The Mint Leasing, Inc., effective as of July 21, 2008.
 
Effective in July 2008, the Company designated Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, as described in greater detail herein.
 
Moody Bank Credit Facility

Effective August 3, 2009, the Company entered into a secured $10,000,000 revolving credit agreement (the “Revolver”) with Moody National Bank (“Moody” and “Moody Bank”) to finance the purchase of vehicles for lease. The interest rate on the Revolver is the prime rate plus 1% with a floor of 6%. The Revolver is secured by purchased vehicles, the related receivables associated with leased vehicles, and the personal guaranties of Jerry Parish and Victor Garcia (the Company’s majority shareholders).  The credit agreement also required the Company to meet a debt to tangible net worth ratio of 2.5 to one at December 31, 2009; which the Company did not meet. At December 31, 2009, the availability under the $10,000,000 Revolver was limited to $2,500,000. The outstanding balance at December 31, 2009 was $1,679,319. The Revolver matured on December 31, 2009 and was renewed for an additional 60 days at which time an additional $820,681 was advanced to the Company. On February 28, 2010, the Company executed a second renewal, extension and modification of the Revolver (the “Amended Moody Revolver”).  The Amended Moody Revolver extended the maturity date of the facility to March 1, 2011, reduced the amount available under the facility to $2,500,000, fixed the interest rate on the facility at 6.5%, and provided for 11 monthly payments of principal and interest of $37,817, with the remaining balance due at maturity. Effective February 28, 2011, the Company executed a Third Renewal, Extension and Modification of the Revolver (the "Third Renewal").  Under the terms of the Third Renewal, the maturity date of the Revolver was extended to March 1, 2012, the amount available remains at $2,500,000, the interest rate was increased and fixed at 6.75%, and the Third Renewal provides for 11 monthly payments of principal and interest of $45,060, with the remaining balance due at maturity on March 1, 2012. On March 29, 2012 and effective March 1, 2012, Moody Bank agreed to enter into a Fourth Renewal, Extension and Modification Agreement (the “Fourth Renewal”), pursuant to which Moody Bank agreed to extend the due date of the Revolver to March 1, 2013 and we agreed to pay monthly payments of principal and interest due under the Revolver of $57,500 per month until maturity.  The amount outstanding under the Revolver at the time of the parties’ entry into the Fourth Renewal was $1,822,767.
  
At September 30, 2012, the outstanding balance on the Revolver was $1,532,971. Additionally, at September 30, 2012, we were not in compliance with the tangible net worth covenant required by the Revolver (we were required to have a tangible net worth ratio of 2.5:1 or less and the Company's was 9:1 at September 30, 2012), which non-compliance was previously waived by Moody.
 
 
 

 
 
2

 
Comerica Bank Credit Facility
 
On or around January 6, 2009, the Company entered into a renewal of its $33,000,000 revolving credit facility with Sterling Bank of Houston, Texas (now Comerica Bank “Comerica Bank”) that matured on October 2, 2009.  On or around October 27, 2009, the Company entered into a Modification, Renewal and Extension Agreement and an Amended and Restated Loan Agreement in connection with its $33,000,000 line of credit facility with Comerica Bank (collectively the “Renewal”). On or around July 30, 2010, we entered into a Modification Agreement with Comerica Bank to modify and amend the Renewal.  On December 14, 2010, and effective November 10, 2010, we entered into an additional Modification Agreement with Comerica Bank to modify and amend the Renewal (the “Modification”).  On April 13, 2011, and effective as of March 10, 2011, the Company entered into an additional Modification Agreement with Comerica Bank (the "March 2011 Modification").
 
The Modification and March 2011 Modification also modified and amended our required borrowing base and minimum net worth requirements under the Renewal, which factor into whether we are in compliance with the terms and conditions of and/or in default of the terms of the Renewal.

The outstanding amount of the Renewal at the time of the parties’ entry into the Modification was $23,704,253, and the Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $110,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning December 10, 2010 and continuing until February 10, 2011 (we had previously been making monthly installment payments of $110,000 beginning in July 2010), with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on March 10, 2011 (previously the full amount of the Renewal as modified by the first Modification Agreement, was due and payable on November 10, 2010).

The outstanding amount of the Renewal at the time of the parties' entry into the March 2011 Modification was $22,648,222, and the March 2011 Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $160,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning April 10, 2011 and continuing until August 10, 2011, with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on September 10, 2011.

On October 27, 2011 and effective September 10, 2011, the Company entered into an additional Modification Agreement with Comerica Bank (the “September 2011 Modification”), to modify and amend the Renewal.

The September 2011 Modification, similar to the Modification and March 2011 Modification modified and amended our required borrowing base and minimum net worth requirements under the Renewal, which factor into whether we are in compliance with the terms and conditions of and/or in default of the terms of the Renewal. Additionally, each month, we are required to pay Comerica Bank, in addition to the monthly payments, a prepayment of principal equal to the amount of all proceeds from the sale of our vehicles which have not already been paid to Comerica Bank as a result of the monthly payment.
 
 
 

 
 
3

 
The outstanding amount of the Renewal on the effective date of the September 2011 Modification was $21,846,701, and the September 2011 Modification amended the Renewal to reflect such current balance outstanding, and to provide that such outstanding balance would be repaid in monthly installments of $260,000 of principal, plus accrued interest, due on the tenth (10th) of each month beginning October 10, 2011 and continuing until March 10, 2012, with a balloon payment of the remaining amount of the outstanding principal and interest due on such Renewal payable on March 10, 2012, which credit facility has since been verbally extended as described below.  Additionally, each month, we are required to pay Comerica Bank, in addition to the monthly payments, a prepayment of principal equal to the amount of all proceeds from the sale of our vehicles which have not already been paid to Comerica Bank as a result of the monthly payment.
 
The September 2011 Modification did not otherwise materially amend or modify the terms of the Renewal, which evidences a Secured Note Payable (the "Note Payable"); except that it increased the interest rate of the Note Payable to the prime rate plus 2.5%, compared to the prime rate plus 2% (as was previously provided under the terms of the Note Payable), in each case subject to a floor of 6%.

On March 30, 2012, and with an effective date of March 10, 2012, Comerica Bank agreed to extend the due date of the Renewal until June 10, 2012 and to forbear from enforcing certain covenants of the Renewal and we agreed to increase the amount of interest payable under the Renewal to the prime rate plus 3.5%, subject to a floor of 6%, which rate is currently 6.75% per annum, increase the monthly payments due under the Renewal to $275,000 per month, and pay fees associated with the extension totaling $210,000 (the “March 2012 Extension”).  The outstanding balance on the Note Payable as of the effective date of the March 2012 Extension was $20,372,657.

In July 2012, Comerica agreed to further extend the maturity date of the Renewal, provided that while the Company has not formally entered into any extension or renewal agreements with Comerica to date, the final terms of such renewal/extension are currently being finalized and it is anticipated that the extended due date of the Renewal will be on or around December 31, 2012. 

At September 30, 2012, the outstanding balance on the Note Payable was $19,834,441. Under the terms of the renewals of the Note Payable, the Company has been and will continue to be unable to borrow any new funds under the credit facilities during 2012 or in subsequent years.

Our credit facility with Comerica Bank requires us to comply with certain affirmative and negative covenants customary for restricted indebtedness, including covenants requiring that: our statements, representations and warranties made in the credit facility and related documents are correct and accurate; if Jerry Parish, our Chief Executive Officer and sole Director fails to own at least 50% of the ownership of the Company; the death of either of the guarantors of the credit facility, Jerry Parish or Victor Garcia; the termination of the employment of Mr. Parish; or the transfer of any ownership interest of Mint Texas without the approval of Comerica Bank.  Additionally, at September 30, 2012, we were not in compliance with the tangible net worth (required to be $6.75 million and was $2.6 million at September 30, 2012) and debt to tangible net worth (required to be 4:1 and was approximately 9:1 at September 30, 2012) covenants required by the Revolver, which non-compliance has previously been waived by Comerica.
 
Third Party Promissory Notes

On June 5, 2010, the Company entered into an unsecured $100,000 note payable (“Note Payable”) with a third party to finance the purchase of vehicles for lease, which accrued interest at the rate of 15% per annum, payable monthly, was due on December 5, 2010, and was repaid during the year ended December 31, 2010.

On March 1, 2011, the Company entered into a Promissory Note with Pamela Kimmel, a third party, in the amount of $100,000, which accrues interest at the rate of 12% per annum payable monthly, and was due on March 1, 2012. The Promissory Note was secured by the personal guaranty of Jerry Parish. This note was paid off on March 26, 2011, with the proceeds of a new Promissory Note as described below.

On March 26, 2011, the Company paid off the $100,000 Promissory Note and entered into a new Promissory Note with Pamela Kimmel in the amount of $142,000, with a maturity date of March 26, 2012.  The Promissory Note accrues interest at the rate of 12% per annum payable monthly. On December 6, 2011, the Company renegotiated the maturity date on $100,000 of the Promissory Note, and extended the maturity of that portion of the Promissory Note to December 6, 2012.  The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 and December 31, 2011 was $142,000.
 
In August 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”), pursuant to which the Company sold Asher a convertible note in the amount of $68,000, bearing interest at the rate of 8% per annum (the “Convertible Note”) which Convertible Note was amended in October 2011, to be effective as of August 2011. The Convertible Note provided Asher the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Company’s common stock at a conversion price equal to the greater of (a) 61% of the average of the five lowest trading prices of the Company’s common stock during the ten trading days prior to such conversion date; and (b) $0.00009 per share.  The Convertible Note, which accrued interest at the rate of 8% per annum, was payable, along with interest thereon on May 7, 2012, but was repaid in March 2012. The note’s convertible feature was valued and resulted in a debt discount of $43,475, which was fully amortized at the time of payment.

 
4

 
Asher converted $10,000 of the amount owed under the Convertible Note into 190,476 shares of the Company’s common stock ($0.0525 per share) in February 2012.  In March 2012, the Company repaid the entire remaining balance due under the Convertible Note for an aggregate of $90,003 including penalty and interest.
  
On November 28, 2011, the Company entered into a Promissory Note with Pablo J. Olivarez, a third party (the husband of one of our employees) in the amount of $100,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due on December 28, 2012. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $100,000.
 
In March 2012, the Company entered into a Promissory Note with Sambrand Interests, LLC, a third party in the amount of $220,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due in March 2013. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $220,000.

In May 2012, the Company entered into another Promissory Note with Sambrand Interests, LLC in the amount of $250,000, which accrues interest at the rate of 12% per annum payable monthly, and will be due in May 2013. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2012 was $250,000.

Description of Business

Mint Leasing is a company in the business of leasing automobiles and fleet vehicles throughout the United States. We have been in business since May 1999. Over 800 franchise dealers have signed dealer agreements with the Company. Additionally, Mint Leasing has partnerships with more than 500 dealerships within 17 states. However, most of its customers are located in Texas and seven other states in the Southeast, with the majority of the leases originated in 2011 and 2010 with customers in the state of Texas.  We generate partnerships with dealerships through the business relationships our Chief Executive Officer and sole Director, Jerry Parish, has built over the past 40 years. Lease transactions are also solicited and administered by the Company’s sales force and staff. The Company’s primary marketing and sales strategy is to market to automobile dealers that have established a history of directing customers to the Company.

We act as an indirect lender to customers.  Generally, brand-name automobile dealers with which we have a relationship send us applications of customers for approval in order to allow such customers, which may not meet the higher leasing criteria of those dealerships, to lease new or late-model-year vehicles.  We also generate business from pre-existing clients, referrals from non-dealerships and walk-ins.  Once we receive an application, the credit analysts at Mint Leasing review every deal individually, refusing to depend on a target “beacon score” to determine authorization for each deal and instead relying on a common-sense approach for deal approval.  Assuming the Company approves credit for the buyer; the Company will purchase the subject automobile directly from the dealership and then lease such automobile directly to the buyer.  Once the automobile is purchased by the Company from the dealership, the dealership is no longer involved in the transaction and the buyer pays the Company directly pursuant to the lease terms.  If at the end of the lease term, the leasee decides not to purchase the vehicle, the Company will either put the vehicle on its lot to be re-leased or sell it at auction.  Similarly, if the leasee defaults under the terms of the lease, the Company will repossess the vehicle and either re-lease it or sell it at auction, depending on the condition of the vehicle and the Company’s independent estimation of whether it may be re-leased. The Company’s sales are principally accomplished through the Company’s sales force, which includes three full-time employees.  All vehicles are stored at the Company’s principal business location.
 

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

Throughout the remainder of fiscal 2012 and into fiscal 2013, we plan to continue investigating opportunities to support our long-term growth initiatives. We are exploring opportunities to increase the Company’s capital base through the issuance by the Company of additional common or preferred stock and/or the issuance of convertible debt, which may not be available on favorable terms, if at all. Without access to additional capital in the form of debt or equity, the Company’s ability to add new leases to its current portfolio will be limited to the excess cash generated by its current lease portfolio.  While the cash flow from its current lease portfolio is sufficient to service the Company’s debts and expenses (assuming the continued renewal/extension of its outstanding credit facilities), it may not generate sufficient excess cash to allow the Company to enter into enough new leases to generate a profit.

 
5

 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2011

For the three months ended September 30, 2012, total revenues were $2,240,554, compared to $3,114,434 for the three months ended September 30, 2011, a decrease in total revenues of $873,880 or 28% from the prior period.  Revenues from sales-type leases, net, decreased $478,120 or 25% to $1,470,619 for the three months ended September 30, 2012, from $1,948,739 for the three months ended September 30, 2011.  Revenues from amortization of unearned income related to sales-type leases decreased $395,760 or 34% to $769,935 for the three months ended September 30, 2012, from $1,165,695 (as restated) for the three months ended September 30, 2011. The decrease in revenues from sales-type leases, net, was principally due to the lower availability of internally-generated funds during the three months ended September 30, 2012 compared to the prior period. The  lower availability of funds to enter into new sales-type leases is due to higher principal payments required on our credit facilities with senior lenders during the three months ended September 30, 2012, as compared to the three months ended September 30, 2011.  This was partially offset by borrowings from a third party individual during the period.  The decrease in revenues from amortization of unearned income related to sales-type leases was principally due to differences in the terms of new leases that were added versus the terms of leases that were terminated during the period.

Cost of revenues decreased $709,517 or 32% to $1,525,756 for the three months ended September 30, 2012, as compared to $2,235,273 for the three months ended September 30, 2011.  Cost of revenues decreased as a result of fewer vehicle purchases, our ability to purchase vehicles at better prices, and lower costs associated with early lease terminations.

Gross profit decreased $164,363 to $714,798 for the three months ended September 30, 2012 compared to $879,161 for the three months ended September 30, 2011 (restated).  The 19% decrease in gross profit was primarily due to the 26% decrease in revenues and the 32% decrease in total cost of revenues.

General and administrative expenses were $346,058 and $491,604, for the three months ended September 30, 2012 and September 30, 2011, respectively, constituting a decrease of $145,546 or 30% from the prior period.  The decrease in general and administrative expenses was mainly associated with lower employee expenses and overall improved cost controls.

Interest expense decreased for the three months ended September 30, 2012 to $319,214 compared to $397,406 for the three months ended September 30, 2011. The $78,192 or 20% decrease in interest was due to the lower outstanding balance on the senior bank debt, as well lower outstanding balance on the new third party debt incurred by the Company.

The Company had a net profit for the three months ended September 30, 2012 of $49,526 compared to a restated net loss of $9,849 for the three months ended September 30, 2011.  This improvement of $59,375 in net income was the result of higher gross profit, a decrease in cost of revenues associated with new leases, and the Company’s ability to control operating expenses for the three months ended September 30, 2012, compared to the three months ended September 30, 2011.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2011

For the nine months ended September 30, 2012, total revenues were $8,705,285, compared to restated revenues of $9,053,849 for the nine months ended September 30, 2011, an decrease in total revenues of $348,564 or 4% from the prior period.  Revenues from sales-type leases, net, decreased $717,596 or 12% to $5,409,910 for the nine months ended September 30, 2012, from $6,127,506 for the nine months ended September 30, 2011.  Revenues from amortization of unearned income related to sales-type leases increased $369,032 or 13% to $3,295,375 for the nine months ended September 30, 2012, from $2,926,343 (as restated) for the nine months ended September 30, 2011. The increase in revenues from sales-type leases, net, was principally due to the higher availability of internally-generated funds during the nine months ended September 30, 2012 compared to the prior period. The  higher availability of funds to enter into new sales-type leases is due to borrowings from third party individuals, partially offset by higher principal payments on our credit facilities with senior lenders during the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011.  The increase in revenues from amortization of unearned income related to sales-type leases was principally due to differences in the terms of new leases that were added versus the terms of leases that were terminated during the period.

 
6

 
Cost of revenues decreased $1,066,132 or 15% to $6,192,017 for the nine months ended September 30, 2012, as compared to $7,258,149 for the nine months ended September 30, 2011 (as restated).  Cost of revenues decreased as a result of our ability to purchase vehicles at better prices and lower costs associated with early lease terminations.

Gross profit increased $717,568 to $2,513,268 for the nine months ended September 30, 2012 compared to restated gross profit of $1,795,700 for the nine months ended September 30, 2011 (as restated).  The 40% increase in gross profit was mainly due to the 13% increase in amortization of unearned income related to sales  and the 15% decrease in total cost of revenues.

General and administrative expenses were $1,022,632 and $1,393,588, for the nine months ended September 30, 2012 and September 30, 2011 (as restated), respectively, constituting a decrease of $370,956 or 27% from the prior period.  The decrease in general and administrative expenses was mainly associated with lower employee expenses partially offset by slightly higher legal and accounting expenses.

Interest expense decreased $61,823 or 5% to $1,141,437 for the nine months ended September 30, 2012, compared to $1,203,260 for the nine months ended September 30, 2011. The decrease in interest expense for the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011, was due to the lower balance of the outstanding balance on the senior bank debt, as well as a lower balance on the new third party debt incurred.

The Company had a net profit for the nine months ended September 30, 2012 of $349,199 compared to a restated net loss of $801,148 for the nine months ended September 30, 2011.  This improvement of $1,150,347 in net income was mainly the result of the increase in amortization of unearned income related to sales, the decrease in total cost of revenues associated with new leases and the Company’s ability to control operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $25,358,874 as of September 30, 2012, which included cash and cash equivalents of $1,319,310, investment in sales-type leases, net, of $23,448,918, vehicle inventory of $558,834, net property and equipment of $27,183 and other assets of $4,629.

We had total liabilities as of September 30, 2012 of $24,031,846, which included $636,655 of accounts payable and accrued liabilities, $22,079,412 of amounts due under our credit facilities with senior lenders (described in greater detail above), and $1,315,779 of notes payable to related parties.

We generated $2,021,066 in cash from operating activities for the nine months ended September 30, 2012, which was due to the net profit of $349,199, and proceeds from collections and reductions of net investment in sales-type leases of $1,634,178.  Non-cash charges for the period included depreciation of $10,461, imputed interest of $28,372, $20,017 of amortization of debt discount, and an increase in accounts payable and accrued expenses of $203,724, which also contributed positively to the cash provided by operating activities. Those items negatively impacting the cash provided by operations for the nine months ended September 30, 2012, were an increase in inventory of $170,634, an increase in other assets of $4,250 and a decrease in bad debt allowance of $50,001.
 
We had $2,567 used in investing activities for the nine months ended September 30, 2012, which was due to the purchase of additional fixed assets.
 
We had $850,985 of net cash used in financing activities for the nine months ended September 30, 2012, which was due to $1,738,764 of payments on credit facilities and $27,308 of payments on related party borrowings, offset by $470,000 of net proceeds from new borrowings from credit facilities and $445,087 in borrowings from related parties.
 
We believe that the Company has adequate cash flow being generated from its investment in sales-type leases and inventories to meet its financial obligations to the banks in an orderly manner, provided we are able to continue to renew the current credit facilities when they come due and the outstanding balances are amortized over a four to five year period.  The Company has historically been able to negotiate such renewals with its lenders.  However, there is no assurance that the Company will be able to negotiate such renewals in the future on terms that will be acceptable to the Company.  

 
7

 
The Company’s credit facilities, the terms of such facilities and due dates are described in greater detail above under “Moody Bank Credit Facility” and “Comerica Bank Credit Facility”.  See also the risk factors below entitled “Our Credit Facility With Comerica Bank Has Not Been Paid to Date and While Comerica Has Agreed to Extend Such Credit Facility, the Terms of Such Extension Are Unknown At This Time”, “Our Credit Facility With Moody Bank Is Due On March 1, 2013”, “We Will Need To Obtain Additional Financing To Continue To Execute On Our Business Plan and Continue as a Going Concern” and “Our Credit Facility Requires Us To Observe Certain Covenants, And Our Failure To Satisfy Such Covenants Could Render Us Insolvent”.   Additional information regarding the Company’s outstanding notes payable can be found above under the section entitled “Third Party Promissory Notes”, above.

Additionally, the Company has notes payable to Jerry Parish, Victor Garcia, and a partnership which is owned by the Company’s two majority shareholders (Mr. Parish and Mr. Garcia) through its wholly-owned subsidiary, The Mint Leasing, Inc., a Texas corporation. The amounts outstanding as of September 30, 2012 and December 31, 2011 were $1,282,280 and $898,800, respectively.  These notes payable are non-interest bearing and due upon demand.  The Company imputed interest on these notes payable at a rate of 8.75% per year.  Interest expense of $20,017 and $18,801 was recorded as contributed capital for the nine months ended September 30, 2012 and 2011, respectively.

Currently we are exploring opportunities to increase the Company’s capital base through the sale of additional common or preferred stock and/or the issuance of convertible debt. The sale in the future of additional equity or convertible debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that such financing will be available to the Company in amounts or on terms acceptable to us, or at all.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

We are evaluating the impact that recently adopted accounting pronouncements discussed in the notes to the financial statements will have on our financial statements but do not believe their adoption will have a significant impact.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

 
8

 
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

These control deficiencies were not resolved by September 30, 2012. The Company continues to work with an experienced third party accounting firm in the preparation and analysis of our interim and financial reporting to ensure compliance with generally accepted accounting principles and to ensure corporate compliance.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9

 
 
PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

As a consumer leasing company, we may be subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of applicants. Some litigation against us could take the form of class action complaints by consumers. Through our partnership with various automobile dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

ITEM 1A.  RISK FACTORS

Our securities are highly speculative and should only be purchased by persons who can afford to lose their entire investment in our Company. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent. The Company's business is subject to many risk factors, including the following:

Our Credit Facility With Comerica Bank Has Not Been Paid to Date and While Comerica Has Agreed to Extend Such Credit Facility, the Terms of Such Extension Are Unknown At This Time.

On or around January 6, 2009, the Company entered into a renewal of its $33,000,000 revolving credit facility with Sterling Bank of Houston, Texas (now Comerica Bank “Comerica Bank”) that matured on October 2, 2009.  On or around October 27, 2009, the Company entered into a Modification, Renewal and Extension Agreement and an Amended and Restated Loan Agreement in connection with its $33,000,000 line of credit facility with Comerica Bank (collectively the “Renewal”). Subsequent thereto, the Company entered into various extensions and renewals of the Renewal, including the entry on March 30, 2012, and with an effective date of March 10, 2012, of an extension of the Renewal with Comerica Bank, which agreed to extend the due date of the Renewal until June 10, 2012 and to forbear from enforcing certain covenants of the Renewal and pursuant to which we agreed to increase the amount of interest payable under the Renewal to the prime rate plus 3.5%, subject to a floor of 6%, which rate is currently 6.75% per annum, increase the monthly payments due under the Renewal to $275,000 per month, and pay fees associated with the extension totaling $210,000 (the “March 2012 Extension”).  The outstanding balance on the Note Payable as of the effective date of the March 2012 Extension was $20,372,657. Additionally, each month, we are required to pay Comerica Bank, in addition to the monthly payments, a prepayment of principal equal to the amount of all proceeds from the sale of our vehicles which have not already been paid to Comerica Bank as a result of the monthly payment.
 
In July 2012, Comerica agreed to further extend the maturity date of the Renewal, provided that while the Company has not formally entered into any extension or renewal agreements with Comerica to date, the final terms of such renewal/extension are currently being finalized and it is anticipated that the extended due date of the Renewal will be on or around December 31, 2012.
 
The Renewal, as amended, evidences a Secured Note Payable (the "Note Payable"). At September 30, 2012, the outstanding balance on the Note Payable was $19,834,441. Under the terms of the renewals of the Note Payable, the Company has been and will continue to be unable to borrow any new funds under the credit facilities during 2012 or subsequent years.

Our credit facility with Comerica Bank requires us to comply with certain affirmative and negative covenants customary for restricted indebtedness, including covenants requiring that: our statements, representations and warranties made in the credit facility and related documents are correct and accurate; if Jerry Parish, our Chief Executive Officer and sole Director fails to own at least 50% of the ownership of the Company; the death of either of the guarantors of the credit facility, Jerry Parish or Victor Garcia; the termination of the employment of Mr. Parish; or the transfer of any ownership interest of Mint Texas without the approval of Comerica Bank.   At September 30, 2012, we were not in compliance with the tangible net worth covenant required by the Revolver (we were required to have a tangible net worth ratio of 2.5:1 or less and the Company's was 9:1 at September 30, 2012), which non-compliance was previously waived by Moody.  Additionally, at September 30, 2012, we were not in compliance with the tangible net worth (required to be $6.75 million and was 2.6 million at September 30, 2012) and debt to tangible net worth (required to be 4:1 and was approximately 9:1 at September 30, 2012) covenants required by the Revolver, which non-compliance has previously been waived by Comerica.
 
10

 
While we currently believe that the Comerica Bank facility will be formally extended in the future, the terms of such final extension are unknown, such Credit Facility may not be further extended subsequent to such extension and we may be unable to refinance or repay such credit facility when it comes due. Our failure to extend, refinance or repay the credit facility and/or our default in the repayment of the facility could allow Comerica Bank to enforce its security interests, take over control of substantially all of our assets, or force us into Bankruptcy protection, any of which could cause the value of our securities to decline in value or become worthless and could force us to cease operations.

Our Credit Facility With Moody Bank Is Due On March 1, 2013.

Effective August 3, 2009, the Company entered into a secured $10,000,000 revolving credit agreement (the “Revolver”) with Moody National Bank (“Moody” and “Moody Bank”) to finance the purchase of vehicles for lease. The Revolver has been extended and renewed from time to time thereafter, including on March 29, 2012 and effective March 1, 2012, when Moody Bank agreed to enter into a Fourth Renewal, Extension and Modification Agreement (the “Fourth Renewal”), pursuant to which Moody Bank agreed to extend the due date of the Revolver to March 1, 2013 and we agreed to pay monthly payments of principal and interest due under the Revolver of $57,500 per month until maturity.  The amount outstanding under the Revolver at the time of the parties’ entry into the Fourth Renewal was $1,822,767. At September 30, 2012, the outstanding balance on the Revolver was $1,532,971. The Moody Bank facility may not be further extended and we may be unable to refinance or repay such credit facility when it comes due. Our failure to extend, refinance or repay the credit facility and/or our default in the repayment of the facility could allow Moody Bank to enforce its security interests, take over control of certain of our assets, or force us into Bankruptcy protection, any of which could cause the value of our securities to decline in value or become worthless and could force us to cease operations.

We Will Need To Obtain Additional Financing To Continue To Execute On Our Business Plan and Continue as a Going Concern.
 
The availability of our credit facilities (as described above) and similar financing sources depends, in part, on factors outside of our control, including the availability of bank liquidity in general. The current disruptions in the capital markets have caused banks and other credit providers to restrict availability of new credit facilities and require more collateral and higher pricing upon renewal of existing credit facilities, if such facilities are renewed at all. Accordingly, as our existing credit facility matures, we may be required to provide more collateral in the form of finance receivables or cash to support borrowing levels which will affect our financial position, liquidity, and results of operations. In addition, higher pricing would increase our cost of funds and adversely affect our profitability.
 
The Comerica Bank and Moody Bank credit facilities may not be further extended.  Additionally, even if extended, the Company may not have sufficient funds on hand when the credit facilities mature to retire the debt. Accordingly, we will need to further extend the credit facility and/or seek alternative financing to repay such credit facilities.  Additionally, we may need additional credit to support our operations, which credit may not be available from our current banking institutions.  We also have approximately $670,000 of notes payable, which accrue interest at 12% per annum, which amount is due at various times from December 2012 to May 2013, as described in greater detail above under “Third Party Promissory Notes”, which we do not currently have funds to repay, but which we plan to repay from funds generated from our business activities.

We do not currently have any additional commitments of additional capital from third parties or from our sole officer and Director or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we choose to raise additional capital through the sale of debt or equity securities, such sales may cause substantial dilution to our existing shareholders.  If we are not able to extend the credit facilities or to raise the capital necessary to repay the credit facilities and our outstanding notes payable, we may be forced to abandon or curtail our business plan, which may cause any investment in the Company to become worthless.  Our independent auditor has expressed substantial doubt regarding our ability to continue as a going concern if we are not successful in obtaining renewals of and/or renegotiating our credit facilities.  If we are unable to continue as a going concern, we may be forced to file for Bankruptcy protection, may be forced to cease our filings with the Securities and Exchange Commission, and the value of our securities may decline in value or become worthless.

 
11

 
Our Credit Facility Requires Us To Observe Certain Covenants, And Our Failure To Satisfy Such Covenants Could Render Us Insolvent.
 
Our credit facilities require the Company to comply with certain affirmative and negative covenants customary for restricted indebtedness, including covenants requiring that: we make timely payments of principal and interest under the credit facilities; maintain certain financial ratios; Jerry Parish, our Chief Executive Officer and sole Director maintains at least 50% of the ownership of the Company, and that Jerry Parish continues to serve as the Chief Executive Officer of the Company.  At September 30, 2012, we were not in compliance with the tangible net worth covenant required by the Revolver (we were required to have a tangible net worth ratio of 2.5:1 or less and the Company's was 9:1 at September 30, 2012), which non-compliance was previously waived by Moody.  Additionally, at September 30, 2012, we were not in compliance with the tangible net worth (required to be $6.75 million and was $2.6 million at September 30, 2012) and debt to tangible net worth (required to be 4:1 and was approximately 9:1 at September 30, 2012) covenants required by the Revolver, which non-compliance has previously been waived by Comerica.
 
Subject to notice and cure period requirements where they are provided for, any unwaived and uncured breach of the covenants applicable to our credit facilities could result in acceleration of the amounts owed and the cross-default and acceleration of indebtedness owing to other lenders, which default may cause the value of our securities to decline in value or become worthless.
  
We Rely Heavily On Jerry Parish, Our Chief Executive Officer and sole Director, And If He Were To Leave, We Could Face Substantial Costs In Securing A Similarly Qualified Officer and Director.
 
Our success depends in large part upon the personal efforts and abilities of Jerry Parish, our Chief Executive Officer and sole Director. Our ability to operate and implement our business plan and operations is heavily dependent on the continued service of Mr. Parish and our ability to attract and retain other qualified senior level employees.

We face continued competition for our employees, and may face competition for the services of Mr. Parish in the future. We currently have $1,000,000 of key man insurance on Mr. Parish.  We also have a three-year employment agreement with Mr. Parish which, as extended, expires on July 10, 2017.  Mr. Parish is our driving force and is responsible for maintaining our relationships and operations. We cannot be certain that we will be able to retain Mr. Parish and/or attract and retain qualified employees in the future. The loss of Mr. Parish, and/or our inability to attract and retain qualified employees on an as-needed basis could have a material adverse effect on our business and operations.

Mr. Parish, Our Sole Director, May, At His Own Discretion And Without Notice To Shareholders, Increase The Salary That He Pays Himself To The Amount Already Provided For In His Employment Agreement Or Any Other Amount He Determines In His Sole Discretion.

On July 18, 2008, the Company assumed a three year employment agreement between The Mint Leasing, Inc., a Texas corporation and Mr. Parish, originally effective as of July 10, 2008, which has since been extended through July 10, 2017.  The employment agreement provides for a salary $675,000 per annum and a bonus payable quarterly equal to 2% of the Company’s “modified EBITDA” (as defined in the employment agreement), as well as a discretionary bonus payable at the option of the Company’s Board of Directors (currently consisting solely of Mr. Parish).  During 2011 and 2010, Mr. Parish received cash compensation of $315,000 and $379,995, respectively. Mr. Parish has agreed to forgo any additional cash compensation he would be entitled to under his employment agreement for 2010, 2011 and 2012.  However, Mr. Parish can require the Company to pay him the full amount due under the employment agreement (i.e., $675,000 per year plus a quarterly bonus of 2% of the Company’s “modified EBITDA”) at any time, at his own discretion, and without notice to the shareholders, subject only to the requirements of the Moody credit facility which requires that his salary remain below $400,000 per year.  Additionally, as Mr. Parish is the Company’s sole Director, he can unilaterally and without shareholder notice or approval, increase the amount he is paid under this employment agreement at any time.  In the event that Mr. Parish was to request to be paid the full amount due pursuant to the terms of his employment agreement, or he was to increase the amount he was due pursuant to the terms of the employment agreement, such increased payments would significantly increase the Company’s quarterly expenses and could materially adversely affect the Company’s results of operations, resulting in a decrease in the value of the Company’s common stock.  Additionally, a significant increase in Mr. Parish’s salary could prohibit the Company from paying its liabilities as they come due, decrease the funds the Company has available for working capital, and force the Company to curtail its operations and business plan.
  
 
12

 
Our Success In Executing On Our Business Plan Is Dependent Upon The Company’s Ability To Attract And Retain Qualified Personnel.
 
Our success depends heavily on the continued services of our executive management (i.e., our sole officer and Director) and employees.  Our employees are the nexus of our operational experience and customer relationships.  Our ability to manage business risk and satisfy the expectations of our customers, stockholders and other stakeholders is dependent upon the collective experience of our employees and our sole officer and Director.  The loss or interruption of services provided by our sole officer or Director could adversely affect our results of operations.  Additionally, the Company’s ability to successfully expand the business in the future will be directly impacted by its ability to hire and retain highly qualified personnel.
 
The Company Has Established Preferred Stock Which Can Be Designated By The Company’s Sole Director Without Shareholder Approval And Has Established Series A and Series B Preferred Stock, Which Gives The Holders Majority Voting Power Over The Company.

The Company has 20,000,000 shares of preferred stock authorized and 185,000 shares of Series A Convertible Preferred Stock and 2,000,000 shares of Series B Convertible Preferred Stock designated.  As of the filing date of this report, the Company has no Series A Convertible Preferred Stock shares issued and outstanding and 2,000,000 Series B Convertible Preferred Stock shares issued and outstanding, which shares are held by the Company’s Chief Executive Officer and sole Director, Jerry Parish.  The Company’s Series A Convertible Preferred Stock allows the holder to vote 200 votes each on shareholder matters and Series B Convertible Preferred Stock shares allow the holder to vote a number of voting shares equal to the total number of voting shares of the Company’s issued and outstanding stock as of any record date for any shareholder vote plus one additional share.  As a result, due to Mr. Parish’s ownership of the Series B Convertible Preferred Stock shares, he has majority control over the Company.  Mr. Parish also beneficially owns approximately 49% of the Company’s outstanding common stock and 75% of the Company’s voting stock.

Additional shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have distinctive designation or title as shall be determined by the Board of Directors of the Company, currently consisting solely of Mr. Parish (“Board of Directors”), prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors. Because the Board of Directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s shareholders, shareholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. As a result of this, the Company’s shareholders may have less control over the designations and preferences of the preferred stock and as a result the operations of the Company.

Jerry Parish, Our Chief Executive Officer and sole Director, Can Exercise Voting Control Over Corporate Decisions.

Jerry Parish beneficially holds voting control over (a) 2,000,000 Series B Convertible Preferred Stock shares, which provide him the ability to vote the total number of outstanding shares of voting stock of the Company plus one vote, and (b) approximately 49% of the Company’s outstanding common stock; which in aggregate provides him voting control over approximately 75% of our total voting securities.  As a result, Mr. Parish will exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Parish may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders.

 
13

 
Due To The Fact That The Company Leases Its Office and Warehouse Space and Automobile Lot From An Entity Partially Owned By Mr. Parish, The Company’s Majority Shareholder, Sole Officer And Sole Director, If Mr. Parish Was To Step Down As An Officer And Director Of The Company, The Company Could Be Forced To Seek Alternative Office, Warehouse and/or Automobile Lot Space.
 
The Company leases an approximately 27,000 square foot facility, which includes 6,000 square feet of office space and certain other adjacent property which it uses an automobile lot from a limited liability corporation that is owned by the Company’s sole officer and Director, Jerry Parish and Victor Garcia, a significant shareholder, at the rate of $15,000 per month.   The lease was renewed for a term of one year on July 31, 2012. The Company also has the right to three additional one year extensions.  Any extensions under the lease shall be at a monthly rental cost mutually agreeable by the parties.  The payment of the rental costs due under the lease is secured by a lien on all of the Company's goods and personal property located within the leased premises. Because of the fact that the entity which leases the property to the Company is partially owned by Mr. Parish, our sole officer and Director, it is possible that if Mr. Parish were to resign as an officer and/or Director of the Company, he could choose not to renew the lease arrangement and we could be forced to find an alternative location for our operations and automobiles.  Such alternative lease location may be a higher monthly cost than our current lease arrangement and as such, our expenses could increase, creating a materially adverse effect on our results of operations and consequently, the value of our securities.

Our Quarterly and Annual Results Could Fluctuate Significantly.

The Company’s quarterly and annual operating results could fluctuate significantly due to a number of factors. These factors include:
 
·
access to additional capital in the form of debt or equity;
·
the number and range of values of the transactions that might be completed each quarter;
·
fluctuations in the values of and number of our leases;
·
the timing of the recognition of gains and losses on such leases;
·
the degree to which we encounter competition in our markets, and
·
other general economic conditions.
 
As a result of these factors, quarterly and annual results are not necessarily indicative of the Company’s performance in future quarters and future years.
 
A Prolonged Economic Slowdown Or A Lengthy Or Severe Recession Could Harm Our Operations, Particularly If It Results In A Higher Number Of Customer Defaults.
 
The risks associated with our business are more acute during periods of economic slowdown or recession, such as the one we are currently in, because these periods may be accompanied by loss of jobs as well as an increased rate of delinquencies and defaults on our outstanding leases. These periods may also be accompanied by decreased consumer demand for automobiles and declining values of automobiles, which weakens our collateral coverage with our financing source. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed or resale automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices, unstable real estate values, reset of adjustable rate mortgages to higher interest rates, increasing unemployment levels, general availability of consumer credit or other factors that impact consumer confidence or disposable income, could increase loss frequency and decrease consumer demand for automobiles as well as weaken collateral values on certain types of automobiles. If the current economic slowdown continues to worsen, our business could experience significant losses and we could be forced to curtail or abandon our business operations.
 
 
14

 
There Are Risks That We Will Not Be Able To Implement Our Business Strategy.
 
Our financial position, liquidity, and results of operations depend on our sole officer and Director’s ability to execute our business strategy. Key factors involved in the execution of the business strategy include achieving the desired leasing volume, the use of effective credit risk management techniques and strategies, implementation of effective lease servicing and collection practices, and access to significant funding and liquidity sources. Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity, and results of operations.

A Substantial Part of the Company’s Target Consumer Base Includes Customers Which Are Inherently at High Risk for Defaults and Delinquencies.
 
A substantial number of our leases involve at-risk customers, which do not meet traditional dealerships’ qualifications for leases.  While we take steps to reduce the risks associated with such customers, including post-verification of the information in their lease applications and requiring down-payments ranging up to thirty percent of the manufacturer’s suggested retail price (MSRP) of the vehicles we lease, no assurance can be given that our methods for reducing risk will be effective in the future. In the event that we underestimate the default risk or under-price or under-secure leases we provide, our financial position, liquidity, and results of operations would be adversely affected, possibly to a material degree.  The Company believes that the expansion into the fleet leasing segment discussed above will help to reduce this risk over time.

The Company May Experience Write-Offs for Losses and Defaults, Which Could Adversely Affect Its Financial Condition And Operating Results.
 
It is common for the Company to recognize losses resulting from the inability of certain customers to pay lease costs and the insufficient realizable value of the collateral securing such leases. Additional losses will occur in the future and may occur at a rate greater than the Company has experienced to date.   If these losses were to occur in significant amounts, our financial position, liquidity, and results of operations would be adversely affected, possibly to a material degree.
 
We Incur Significant Costs As A Result Of Operating As A Fully Reporting Company And Our Management Is Required To Devote Substantial Time To Compliance Initiatives.

We incur significant legal, accounting and other expenses in connection with our status as a fully reporting public company. Specifically, we are required to prepare and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).  Additionally, our sole officer and Director and significant shareholders are required to file Form 3, 4 and 5’s and Schedule 13d/g’s with the SEC disclosing their ownership of the Company and changes in such ownership.  Furthermore, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices.  As a result, our management (i.e., our sole officer and Director) and other personnel are required to devote a substantial amount of time and resources to the preparation of required filings with the SEC and SEC compliance initiatives. Moreover, these filing obligations, rules and regulations increase our legal and financial compliance costs and quarterly expenses and make some activities more time-consuming and costly than they would be if we were a private company. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. Our testing has previously revealed deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses.  The costs and expenses of compliance with SEC rules and our filing obligations with the SEC, or our identification of deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, could materially adversely affect our results of operations or cause the market price of our stock to decline in value.

We Are Governed Solely By A Single Executive Officer And Director, And, As Such, There May Be Significant Risk To Us From A Corporate Governance Perspective.

Mr. Parish, our sole officer and Director, makes decisions such as the approval of related party transactions, the compensation of executive officers (provided that Mr. Parish currently serves as our sole officer), and the oversight of the accounting function. Additionally, because we only have one executive officer, there may be limited segregation of executive duties, and thus, there may not be effective disclosure and accounting controls.  In addition, Mr. Parish will exercise full control over all matters that require the approval of the Board of Directors, as he currently serves as the sole Director of the Company. Accordingly, the inherent controls that arise from the segregation of executive duties and review and/or approval of those duties by the Board of Directors may not prevail.  We have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, Directors and significant shareholders (provided that Mr. Parish currently serves as our sole officer and Director). As such, the Company’s lease agreement with a partnership, which is owned by the Company’s two majority shareholders (Mr. Parish and Mr. Garcia), the Company’s notes payable to Jerry Parish, Victor Garcia, and a partnership which is owned by Mr. Parish and Mr. Garcia, the Company’s employment agreement with Mr. Parish and the amounts previously paid to Mr. Garcia in consideration for consulting services rendered, were only approved by Mr. Parish as the Company’s sole Director, without Mr. Parish undertaking any formal review of those transactions.

 
15

 
We have not adopted corporate governance measures such as an audit or other independent committees as we presently do not have any independent Directors.  Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.  Due to the Company’s lack of formal policies and procedures for the review and approval of transactions with our executive officer, sole Director and significant shareholders, Mr. Parish will have the authority in his sole and absolute discretion to approve related party transactions.  This authority could lead to perceived or actual conflicts of interest between Mr. Parish and the Company.  Additionally, Mr. Parish may approve transactions or the terms of transactions which independent Directors may not have approved.  Investors should keep in mind that they will have no say in the related party transactions that Mr. Parish approves, that Mr. Parish has the sole authority to approve all related party transactions, and because of the above, Mr. Parish may approve transactions which are adverse to the interests of the shareholders of the Company.  Actual or perceived conflicts of interest between Mr. Parish and the Company’s other shareholders could cause the value of the Company’s common stock to decline in value or trade at levels lower than similarly situated companies that have policies and procedures in place for the review and approval of related party transactions.

We Do Not Intend To Pay Cash Dividends On Our Common Stock In The Foreseeable Future, And Therefore Only Appreciation Of The Price Of Our Common Stock Will Provide A Return To Our Stockholders.

We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business.  We do not intend to pay cash dividends in the foreseeable future.  Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our sole Director.   As a result, only appreciation of the price of our common stock, which may not occur, will provide a return to our stockholders.

The Market Price of Our Common Stock Historically Has Been Volatile.

The market price of our common stock historically has fluctuated significantly based on, but not limited to, such factors as general stock market trends, announcements of developments related to our business, actual or anticipated variations in our operating results, our ability or inability to generate new revenues, and conditions and trends in the market for automobile leasing services.

In recent years, the stock market in general has experienced extreme price fluctuations that have oftentimes been unrelated to the operating performance of the affected companies. Similarly, the market price of our common stock may fluctuate significantly based upon factors unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock.
 
 
 

 
 
16

 
Securities Analysts May Not Cover Our Common Stock And This May Have A Negative Impact On Our Common Stock’s Market Price.
 
The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our Company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our common stock, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease and we could lose visibility in the financial markets, which could cause our stock price and trading volume to decline.

Our Operations Are Subject to Significant Competition.

The automobile leasing industry is highly competitive. The Company currently competes with several larger competitors such as Americredit Corp. and Americas Car Mart. Although we believe that our services compare favorably to our competitors, the Company can make no assurance that it will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices we charge for our products and services, will not arise. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures could have a material adverse effect on the Company’s business, results of operations and financial condition.

Our Earnings May Decrease Because Of Increases Or Decreases In Interest Rates.

Changes in interest rates could have an adverse impact on our business. For example:
 
 
 
rising interest rates will increase our borrowing costs;
 
 
 
rising interest rates may reduce our consumer automotive financing volume by influencing customers to pay cash for, as opposed to leasing vehicles; and
 
 
 
rising interest rates may negatively impact our ability to remarket off lease vehicles.
 
We are also subject to risks from decreasing interest rates. For example, a significant decrease in interest rates could increase the rate at which leases are prepaid.

Our Business May Be Adversely Affected If More Burdensome Government Regulations Were Enacted.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations.  In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders and sales finance companies such as us. These rules and regulations generally provide for licensing as a sales finance company or consumer lender or lessor, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

We are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act. These laws require us to provide certain disclosures to prospective borrowers and lessees and protect against discriminatory lending and leasing practices and unfair credit practices. The principal disclosures required under the Truth in Lending Act include the terms of repayment, the total finance charge and the annual percentage rate charged on each contract or loan and the lease terms to lessees of personal property. The Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, age or marital status. According to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring system used by us must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation B. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency and to respond to consumers who inquire regarding any adverse reporting submitted by us to the consumer reporting agencies. Additionally, we are subject to the Gramm-Leach-Bliley Act, which requires us to maintain the privacy of certain consumer data in our possession and to periodically communicate with consumers on privacy matters. We are also subject to the Servicemembers Civil Relief Act, which requires us, in most circumstances, to reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called to active military duty. The dealers who originate automobile finance contracts and leases purchased by us also must comply with both state and federal credit and trade practice statutes and regulations. Failure of the dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have an adverse effect on us.

 
17

 
We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable local, state and federal regulations. There can be no assurance however, that we will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse effect on our operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on our business.

Compliance with applicable law is costly and can affect operating results. Compliance also requires forms, processes, procedures, controls and the infrastructure to support these requirements, and may create operational constraints. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.

In the near future, the financial services industry is likely to see increased disclosure obligations, restrictions on pricing and fees and enforcement proceedings, which could have a material adverse effect on our revenues and results of operations.

Shareholders May Be Diluted Significantly Through Our Efforts To Obtain Financing And Satisfy Obligations Through The Issuance Of Additional Shares Of Our Common Stock.

Our sole Director may attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock or convertible securities, convertible into shares of our common stock. Our sole Director has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock (either restricted shares in private placements or registered shares), possibly at a discount to market in the future. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s (i.e., our sole officer and Director’s) ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

Investors May Face Significant Restrictions On The Resale Of Our Common Stock Due To Federal Regulations Of Penny Stocks.

Our common stock will be subject to the requirements of Rule 15g-9, promulgated under the Securities Exchange Act of 1934, as amended, as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.

 
18

 
Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.
  
In addition, various state securities laws impose restrictions on transferring "penny stocks" and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired.

We Have Reported Several Material Weaknesses In The Effectiveness Of Our Internal Controls Over Financial Reporting, And If We Cannot Maintain Effective Internal Controls Or Provide Reliable Financial And Other Information, Investors May Lose Confidence In Our SEC Reports.
 
We reported material weaknesses in the effectiveness of our internal controls over financial reporting related to the lack of segregation of duties and the need for a stronger internal control environment.  In addition, we concluded that our disclosure controls and procedures were ineffective and that material weaknesses existed in connection with such internal controls. Specially, we identified the following two material weaknesses in our internal control over financial reporting at the end of each period from December 31, 2007 through December 31, 2011:

 •           Inadequate and ineffective controls over the period-end financial reporting close process - The controls were not adequately designed or operating effectively to provide reasonable assurance that the financial statements could be prepared in accordance with GAAP. Specifically, we did not have sufficient personnel with an appropriate level of technical accounting knowledge, experience and training to adequately review manual journal entries recorded, ensure timely preparation and review of period-end account analyses and the timely disposition of any required adjustment, review of our customer contracts to determine revenue recognition in the proper period, and ensure effective communication between operating and financial personnel regarding the occurrence of new transactions; and

 •           Adequacy of accounting systems at meeting Company needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported, amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

Internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of our financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP.  Disclosure controls generally include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
Effective internal controls over financial reporting and disclosure controls and procedures are necessary for us to provide reliable financial and other reports and effectively prevent fraud. If we cannot maintain effective internal controls or provide reliable financial or SEC reports or prevent fraud, investors may lose confidence in our SEC reports, our operating results and the trading price of our common stock could suffer and we might become subject to litigation.
 

 
 
19

 
We Currently Have A Sporadic, Illiquid, Volatile Market For Our Common Stock, The Market For Our Common Stock Is And May Remain Sporadic, Illiquid, And Volatile In The Future, And Our Common Stock Was Recently Delisted From the Over-The-Counter Bulletin Board.

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future and will likely be subject to wide fluctuations in response to several factors, including, but not limited to:

·  
actual or anticipated variations in our results of operations;
·  
our ability or inability to generate revenues;

·  
the number of shares in our public float;
·  
increased competition; and

·  
conditions and trends in the market for vehicle leasing services.

On July 23, 2012, our common stock was delisted from the Over-The-Counter Bulletin Board (“OTCBB”) due to the fact that no market maker quoted our common stock on the OTCBB for a period of four or more days.  Since that date our common stock has traded on the OTCQB market. We have not yet determined whether we will relist our common stock on the OTC Bulletin Board or continue to be quoted on the OTCQB market maintained by the OTC Markets Group Inc.  Because our common stock is traded on the OTCQB, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to the actual value of the Company, and not reflect the actual value of our common stock. Additionally, the value of our common stock could be adversely impacted by the fact that our common stock was recently delisted from the OTCBB, differences between the OTCQB versus the OTCBB markets and/or negative perceptions relating to such delisting.  Shareholders and potential investors in our common stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or traded stock prices in determining our common stock value, but should instead determine the value of our common stock based on the information contained in the Company's public reports, industry information, and those business valuation methods commonly used to value private companies.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
None.
 
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
 
None.
  
ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.
   
ITEM 5 – OTHER INFORMATION

None.

 
20

 
ITEM 6 - EXHIBITS

Exhibit No.
Description of Exhibit
   
3.1(2)
Amended and Restated Articles of Incorporation
3.2(2)
Amended and Restated Bylaws
3.3(3)
Amendment to the Bylaws of the Company
4.1(1)
Incentive Stock Option for 2,000,000 shares
4.2(1)
Designation of Series B Convertible Preferred Stock
4.3(2)
2008 Directors, Officers, Employees and Consultants Stock Option, Stock Warrant and Stock Award Plan
10.1(1)
Agreement and Plan of Reorganization among Legacy Communications Corporation, The Mint Leasing, Inc., a Texas corporation, and the shareholders of the Mint Leasing, Inc., dated July 18, 2008 (without Exhibits).
10.2(1)
Stock Purchase Agreement between Legacy Communications Corporation and Three Irons, Inc. dated July 18, 2008.
10.3(1)
Employment Agreement between The Mint Leasing, Inc. and Jerry Parish dated July 10, 2008 assumed by The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation)
10.4(1)
Form of Indemnification Agreements between The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation) and each of Jerry Parish, Michael Hluchanek, and Kelley V. Kirker
10.5(4)
Modification, Renewal and Extension Agreement with Sterling Bank
10.6(5)
Modification Agreement with Sterling Bank
10.7(5)
Third Renewal, Extension and Modification Agreement with Moody Bank
10.8(6)
Securities Purchase Agreement
10.9(6)
Convertible Promissory Note
10.10(6)
First Amendment to Employment Agreement with Jerry Parish
10.11(7)
Amendment No. 1 to Convertible Promissory Note with Asher Enterprises, Inc.
10.12(8)
Fourth Renewal, Extension and Modification Agreement with Moody Bank
10.13(8)
March 2012 Extension Agreement with Comerica Bank
10.14(9)
$100,000 Promissory Note with Pamela Kimmel (December 6, 2011)
10.15(9)
$100,000 Promissory Note with Pablo J. Olivarez (November 28, 2011)
10.16(9)
$220,000 Promissory Note with Sambrand Interests, LLC (February 2, 2012)
10.17(9)
$250,000 Promissory Note with Sambrand Interests, LLC
10.18(9)
Form of Company Dealer Agreement
10.19(9)
Second Amendment to Employment Agreement
14.1(1)
Code of Ethics dated July 18, 2008
21.1(5)
Subsidiaries
31*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**
XBRL Instance Document
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herein.

(1) Filed as exhibits to the Company’s Form 8-K/A filed with the Commission on July 28, 2008, and incorporated herein by reference.

(2) Filed as exhibits to the Company’s Definitive Schedule 14C filing, filed with the Commission on June 26, 2008, and incorporated herein by reference.

 
21

 
(3) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on July 9, 2008, and incorporated herein by reference.

(4) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 15, 2009, and incorporated herein by reference.

(5) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 15, 2011, and incorporated herein by reference.

(6) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on August 22, 2011, and incorporated herein by reference.

(7) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on November 14, 2011, and incorporated herein by reference.

(8) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 13, 2012, and incorporated herein by reference.

(9) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on August 20, 2012, and incorporated herein by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 
 
 
 
 
 
 
 
22

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
THE MINT LEASING, INC.
   
 
DATED:  November 19, 2012
 
 
By: /s/ Jerry Parish                  
 
Jerry Parish
 
Chief Executive Officer and Chief Financial Officer,
 
Secretary and President
 
(Principal Executive Officer and Principal Accounting Officer)
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23

 

EXHIBIT INDEX

Exhibit No.
Description of Exhibit
   
3.1(2)
Amended and Restated Articles of Incorporation
3.2(2)
Amended and Restated Bylaws
3.3(3)
Amendment to the Bylaws of the Company
4.1(1)
Incentive Stock Option for 2,000,000 shares
4.2(1)
Designation of Series B Convertible Preferred Stock
4.3(2)
2008 Directors, Officers, Employees and Consultants Stock Option, Stock Warrant and Stock Award Plan
10.1(1)
Agreement and Plan of Reorganization among Legacy Communications Corporation, The Mint Leasing, Inc., a Texas corporation, and the shareholders of the Mint Leasing, Inc., dated July 18, 2008 (without Exhibits).
10.2(1)
Stock Purchase Agreement between Legacy Communications Corporation and Three Irons, Inc. dated July 18, 2008.
10.3(1)
Employment Agreement between The Mint Leasing, Inc. and Jerry Parish dated July 10, 2008 assumed by The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation)
10.4(1)
Form of Indemnification Agreements between The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation) and each of Jerry Parish, Michael Hluchanek, and Kelley V. Kirker
10.5(4)
Modification, Renewal and Extension Agreement with Sterling Bank
10.6(5)
Modification Agreement with Sterling Bank
10.7(5)
Third Renewal, Extension and Modification Agreement with Moody Bank
10.8(6)
Securities Purchase Agreement
10.9(6)
Convertible Promissory Note
10.10(6)
First Amendment to Employment Agreement with Jerry Parish
10.11(7)
Amendment No. 1 to Convertible Promissory Note with Asher Enterprises, Inc.
10.12(8)
Fourth Renewal, Extension and Modification Agreement with Moody Bank
10.13(8)
March 2012 Extension Agreement with Comerica Bank
10.14(9)
$100,000 Promissory Note with Pamela Kimmel (December 6, 2011)
10.15(9)
$100,000 Promissory Note with Pablo J. Olivarez (November 28, 2011)
10.16(9)
$220,000 Promissory Note with Sambrand Interests, LLC (February 2, 2012)
10.17(9)
$250,000 Promissory Note with Sambrand Interests, LLC
10.18(9)
Form of Company Dealer Agreement
10.19(9)
Second Amendment to Employment Agreement
14.1(1)
Code of Ethics dated July 18, 2008
21.1(5)
Subsidiaries
31*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**
XBRL Instance Document
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herein.

(1) Filed as exhibits to the Company’s Form 8-K/A filed with the Commission on July 28, 2008, and incorporated herein by reference.

(2) Filed as exhibits to the Company’s Definitive Schedule 14C filing, filed with the Commission on June 26, 2008, and incorporated herein by reference.

 
24

 
(3) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on July 9, 2008, and incorporated herein by reference.

(4) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 15, 2009, and incorporated herein by reference.

(5) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 15, 2011, and incorporated herein by reference.

(6) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on August 22, 2011, and incorporated herein by reference.

(7) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on November 14, 2011, and incorporated herein by reference.

(8) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 13, 2012, and incorporated herein by reference.

(9) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on August 20, 2012, and incorporated herein by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
25