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 March 31, 2015

[ ]	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 May 20, 2015, there were 91,612,802 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

(UNAUDITED)

	March 31, 2015		December 31, 2014

ASSETS

Cash and cash equivalents	$	24,813	$	117,293
Investment in sales-type leases, net of allowance of $344,499 and $344,499, respectively		13,477,904		14,294,915
Vehicle inventory		362,378		825,708
Property and equipment, net		400		400
Other assets		411,238		8,778
TOTAL ASSETS	$	14,276,733	$	15,247,094

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities	$	761,025	$	1,094,431

Short-term credit facilities			7,662,513				8,561,352
Convertible note payable, net of discount ($0 and $111,348 at March 31, 2015 and December 31, 2014, respectively)			-				47,152

Notes payable to related parties		1,638,332			1,896,677
Derivative Liability		2,131,771			2,079,350
Total current liabilities		12,193,641			13,678,962

Long-term credit facilities		1,000,000			-

TOTAL LIABILITIES		13,193,641			13,678,962

Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock, 20,000,000 shares authorized at $0.001 par value;
Series A, 185,000 shares designated at $0.001 par value, 0 shares outstanding		-			-
Series B, 2,000,000 shares designated at $0.001 par value, 2,000,000 shares outstanding at March 31, 2015 and December 31, 2014		2,000			2,000
Common stock, 480,000,000 shares authorized at $0.001 par value, 88,512,802 and 86,773,672 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		88,512			86,773
Additional paid in capital		10,571,495			10,163,777
Accumulated deficit		(9,578,915	)		(8,684,418	)
Total Stockholders' Equity		1,083,092			1,568,132
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	14,276,733		$	15,247,094

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

THE MINT LEASING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2015			2014

REVENUES
Sales-type leases, net	$	1,152,146		$	1,618,392
Amortization of unearned income related to sales-type leases		510,527			293,451
Total Revenues		1,662,673			1,911,843

COST OF REVENUES		1,528,448			1,057,364
GROSS PROFIT		134,225			854,479

GENERAL AND ADMINISTRATIVE EXPENSE		712,981			672,182

INCOME (LOSS) FROM OPERATIONS		(578,756	)		182,297

OTHER INCOME (EXPENSE)
Interest expense		(171,719	)		(263,143	)
Interest expense – debt discount		(111,348	)		-
Loss on derivatives		(52,421	)		-
Other income		19,747			-
Total Other Income (Expense)		(315,741	)		(263,143	)
INCOME (LOSS) BEFORE TAX		(894,497	)		(80,846	)
PROVISION (BENEFIT) FOR INCOME TAXES		-			-
NET LOSS	$	(894,497	)	$	(80,846	)


Net Loss Per Share - Basic	$	(0.01)		$	(0.00)
Net Loss Per Share - Diluted	$	(0.01)		$	(0.00)

Weighted average shares outstanding - Basic		87,797,826			80,414,980
Weighted average shares outstanding - Diluted		87,797,826			80,414,980

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

THE MINT LEASING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(894,497	)	$	(80,846	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		-			2,814
Amortization of debt discount		111,348			-
Bad debt expense (recovery)		-			(116,507)
Imputed interest on related party notes		9,458			12,935
Loss on derivative		52,421			-
Change in operating assets and liabilities:
Net investment in sales-type leases		817,011			626,751
Inventory		463,330			(47,398	)
Other assets		(2,459	)		-
Accounts payable and accrued expenses		(333,408	)		(330,782	)
Net Cash provided by operating activities		223,204			66,967

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable and credit facilities		1,000,000			-
Payments on notes payable and credit facilities		(1,057,339	)		(166,895	)
Borrowings on loans from related parties		335,591			240,000
Payment on loans from related parties		(593,936	)		(33,120	)
Net Cash used in financing activities		(315,684	)		39,985

INCREASE (DECREASE) IN CASH and CASH EQUIVALENTS		(92,480	)		106,952
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		117,293			322,795
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	24,813		$	429,747


CASH PAID FOR:
Interest	$	153,123	$	263,143
Income taxes	$	-	$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for deferred financing costs	$	400,000	$	-

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

The Mint Leasing, Inc.

Notes to Unaudited Consolidated Financial Statements

NOTE 1 – ORGANIZATION and NATURE OF BUSINESS ACTIVITY

A. Organization

The Mint Leasing, Inc. (the “Company,” “Mint,” “Mint Leasing”, “we,” “Mint Nevada,” and “us”) was incorporated in Nevada on September 23, 1997.

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 Company (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.

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 three months ended March 31, 2015 and 2014, amortization of unearned income totaled $510,527 and $293,451, 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 $1,528,448 and $1,057,364 for the three months ended March 31, 2015 and 2014, respectively.

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 March 31, 2015 and December 31, 2014, the Company had cash of $24,813 and $117,293, respectively. The Company had no cash equivalents at March 31, 2015 and December 31, 2014.

At March 31, 2015 and December 31, 2014, 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.

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 three months ended March 31, 2015 and 2014 totaled $9,877 and $15,281, 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 March 31, 2015 and December 31, 2014, 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. Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or earnings per share (“EPS”), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting outstanding shares, assuming any dilutive effects of options and common stock warrants calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. At March 31, 2015 and 2014, 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 March 31, 2015 and December 31, 2014, 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.

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 March 31, 2015 and December 31, 2014, 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.

The 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.

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 June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that requires a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry-forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.

R. Reclassification

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

S. Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

The Company reviews the terms of the common stock and warrants it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.

The fair value of the derivatives is estimated using a Monte Carlo simulation model. The model utilizes a series of inputs and assumptions to arrive at a fair value at the date of inception and each reporting period. Some of the key assumptions include the likelihood of future financing, stock price volatility, and discount rates.

See Note 8 for detailed information on the Company’s derivative liabilities.

NOTE 3 –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 2019. Following is a summary of the components of the Company’s net investment in sales-type leases at March 31, 2015 and December 31, 2014:

	As of		As of
	March 31, 2015		December 31, 2014

Total Minimum Lease Payments to be Received	$	9,937,154	$	10,615,579
Residual Values		6,896,538		7,278,086
Lease Carrying Value		16,833,692		17,893,665
Less: Allowance for Uncollectible Amounts		(344,499)		(344,499)
Less: Unearned Income		(3,011,289)		(3,254,251)
Net Investment in Sales-Type Leases	$	13,477,904	$	14,294,915

NOTE 4 – EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Cost and accumulated depreciation of equipment and leasehold improvements as of March 31, 2015 and December 31, 2014 was as follows:

	March 31, 2015			December 31, 2014
Leasehold Improvements	$	5,980		$	5,980
Furniture and Fixtures		97,981			97,981
Computer and Office Equipment		182,139			182,139
Total		286,100			286,100
Less: Accumulated Depreciation		(285,700	)		(285,700	)
Net Property and Equipment	$	400		$	400

Depreciation expense charged to operations was $0 and $2,814 for the three months ended March 31, 2015 and 2014, respectively.

NOTE 5– CREDIT FACILITIES

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 was 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. The Company entered into numerous extension and modification agreements of the credit agreement.

On April 4, 2014 and effective March 1, 2014, Moody Bank agreed to enter into a Sixth Renewal, Extension and Modification Agreement (the “Sixth Renewal”), pursuant to which Moody Bank agreed to extend the due date of the Revolver to February 1, 2015 and we agreed to pay monthly payments of principal and interest under the Revolver of $60,621 per month (beginning April 1, 2014) until maturity. On or around February 9, 2015, we repaid the Revolver in full.

MNH Credit Facility

On November 19, 2013, we, Mint Texas and The Mint Leasing South, Inc. (“Mint South”), our wholly-owned subsidiaries, entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with MNH Management, LLC (“MNH”), pursuant to which, among other things, our outstanding obligations to our then existing Comerica Bank (“Comerica”) debt were acquired by MNH, and the terms of such debt were amended and revised in the form of a new Amended and Restated Secured Term Loan Note (the “Amended Note”). As part of the acquisition of the debt by MNH, Comerica dismissed its pending lawsuit against us. In connection with the Loan Agreement and the transactions contemplated therein, we paid MNH a fee of $418,500 (4.5% of the Amended Note) at closing and agreed to pay MNH a collateral monitoring fee of 1/12th of one percent of the balance of the Amended Note per month during the term of the Amended Note, as well as certain other expenses described in greater detail in the Amended Note.

The principal amount of the Amended Note, which had an initial balance on November 19, 2013 of $9,300,000, accrues interest at the rate of the greater of (i) the sum of (A) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (B) four and three quarters percent (4.75%) per annum, or (ii) eight percent (8%) per annum, which interest is payable each month beginning December 10, 2013. The principal amount of the Amended Note is payable in eighteen (18) consecutive monthly installments of principal in the amount of two hundred fifty-eight thousand three hundred thirty three dollars ($258,333), commencing on May 12, 2014, with a balloon payment equal to the remaining amount of the note due on November 19, 2015. The Company can prepay the Amended Note at any time. Upon an event of default under the Amended Note, the interest rate of the Amended Note increases to six percent (6%) above the then applicable interest rate. The Loan Agreement includes customary events of default and positive and negative covenants for facilities of similar nature and size as the Loan Agreement.

The amounts due pursuant to the Amended and Restated Secured Term Loan Note are secured by (i) a security interest in all of the Company’s assets, (ii) the pledge of all of the outstanding securities of Mint Texas and Mint South, the Company’s wholly-owned subsidiaries pursuant to a Pledge and Security Agreement, and (iii) rights under the Company’s outstanding automobile leases pursuant to a Collateral Assignment of Leases. Additionally, Jerry Parish, the Company’s sole director and Chief Executive Officer, provided a personal guaranty of the repayment of the Amended Note pursuant to a Personal Guaranty.

Pursuant to the Amended Note we are required to repay immediately, any amount of the note that exceeds the lesser of (a) the sum of (A) sixty percent (60%) of then-current receivables under eligible leases provided as collateral for the note, plus (B) sixty percent (60%) of the residual value at lease-end of the underlying motor vehicles then leased under eligible leases, plus (C) sixty percent (60%) of the National Automobile Dealers Association (NADA) loan value (the “NADA Loan Value”) of all motor vehicles which we own that are not under leases, which we have not leased within 120 days and which MNH has a first priority lien in connection with (not to exceed $850,000)(“Eligible Owned Vehicles”); and (b) the sum of (A) seventy percent (70%) of the then-current NADA Loan Value for the underlying motor vehicles on the eligible leases, plus (B) sixty percent (60%) of the NADA Loan Value of Eligible Owned Vehicles (not to exceed $850,000)(collectively, the “Borrowing Base”). MNH agreed to a temporary increase in the Borrowing Base for ninety days following the closing to enable the Company to satisfy certain of its outstanding liabilities and repay certain other of its debts. Additionally, we are required to pay any funds received upon the sale of any motor vehicles to MNH as a prepayment of the Amended Note.

The Company granted MNH and its assignee warrants to purchase up to an aggregate of 20 million shares of the Company’s common stock, which have a term of seven years and an exercise price of $0.05 per share as additional consideration for entering into the Loan Agreement and pursuant to a Securities Issuance Agreement, which grants were evidenced by Common Stock Purchase Warrants (the “Warrants”). The Warrants include cashless exercise rights. The holders agreed pursuant to the terms of the Warrants, to restrict their ability to exercise the Warrants and receive shares of common stock such that the number of shares of common stock held by each of them in the aggregate and their affiliates after such exercise will not exceed 4.99% of the then issued and outstanding shares of our common stock, provided that such limitation may be waived (provided that at no time shall shares of common stock equal to more than 9.99% of our outstanding shares of common stock (when aggregating such shares with other shares beneficially owned by such holder) be issuable to either holder) with 61 days prior written notice. The exercise price of the Warrants is subject to anti-dilution protection in the event the Company issues or is deemed to issue any shares for a price per share of less than the then applicable exercise price of the Warrants, subject to certain limited exceptions including securities (i) issued in a bona fide public offering pursuant to a firm commitment underwriting, (ii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iii) issued pursuant to a transaction with a vendor, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (iv) issued upon exercise of the Company’s convertible securities that are outstanding as of the date of the Warrants (other than the Series B Preferred Stock), or (v) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect as of the date of the Warrants. The shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) are subject to a put option (the “Put”) pursuant to which the Company is required to purchase any or all of the Warrant Shares, at the option of the holder, for a total of $2 million ($0.10 per Warrant Share), pro-rated for any portion thereof (the “Put Price”) at any time after the earliest of (1) the date of prepayment in full of the Amended Loan; (2) the date of MNH’s acceleration of the amount due under the Amended Note upon an event of default, (3) November 19, 2015, or (4) the date that a Fundamental Transaction (as defined in the Warrants) occurs, including a change in control, certain mergers and similar transactions (as described in greater detail in the Warrants). The Warrants were recorded as a derivative liability in the amount of $1,883,109, with the offset to the gain on extinguishment discussed above. On October 23, 2014, MNH exercised 100,000 of its Warrants, to purchase shares of the Company’s common stock. The Warrants were exercised using the cashless exercise mechanism of the options, pursuant to which 15,744 shares of common stock issuable upon exercise of the Warrants, totaling the $5,000 exercise price of such exercised Warrants, were surrendered to the Company for cancellation and a net of 84,256 shares of common stock were issued to MNH in connection with such exercise.

Pursuant to the Securities Issuance Agreement, MNH agreed not to engage in “short sales” of the issued and outstanding common stock of the Company while the Warrants are outstanding.

With the extinguishment of the Comerica credit facility, we recognized a one-time gain of $6,708,385 which represents the difference between the removal of the Comerica credit facility of $18,135,374 and the addition of the MNH credit facility of $9,300,000, warrant derivatives issued of $1,883,109 and attorney’s fees of $243,880.

Also on November 19, 2013, we, Jerry Parish, our sole officer and director and prior guarantor of the Comerica debt and Victor Garcia, a significant shareholder of the Company and prior guarantor of the Comerica debt, entered into a Settlement Agreement with Comerica Bank. Pursuant to the Settlement Agreement, the parties settled their claims and agreed to dismiss the outstanding lawsuit between the parties. Additionally, the Company provided Comerica a release against various claims and causes of actions associated with the Comerica credit facility and Comerica’s actions in connection therewith.

At March 31, 2015, the MNH Note had an outstanding balance of $6,860,513. Additionally, at March 31, 2015, we were in compliance with the covenants required by the Amended Note.

KBM Worldwide, Inc. Convertible Note

On July 9, 2014, the Company sold KBM Worldwide, Inc. (the “Investor”) a Convertible Promissory Note in the principal amount of $158,500 (the “Convertible Note”), pursuant to a Securities Purchase Agreement, dated the same day (the “Purchase Agreement”). The Convertible Note bears interest at the rate of 8% per annum (22% upon an event of default) and is due and payable on April 15, 2015. All or any portion of the principal amount of the Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company’s common stock at any time following the 180th day after the Convertible Note was issued. The conversion price of the Convertible Note is equal to the greater of (a) $0.00005 per share (the “Fixed Conversion Price”), and (b) 61% multiplied by the average of the three lowest trading prices of the Company’s common stock on the ten trading days before any conversion (representing a discount of 39%).

At no time may the Convertible Note be converted into shares of common stock of the Company if such conversion would result in the Investor and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of the Company’s shares of common stock.

The Company evaluated the KBM Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.061 being below the market price on July 9, 2014 of $0.27 provided a value of $158,500. During the three months ended March 31, 2015, $111,348 of the debt discount was amortized. As of March 31, 2015, there is no remaining debt discount outstanding.

On or around February 9, 2015, the Company paid $220,332 to KBM Worldwide, Inc., to satisfy amounts owed by us in the original principal amount of $158,500 and pay certain pre-agreed pre-payment penalties, which payment completely satisfied and terminated the convertible promissory note prior to any conversion.

TCA Global Credit Facility

On February 9, 2015 (the “Closing”), The Mint Leasing North, Inc., a Texas corporation (“Mint North”), the wholly-owned subsidiary of the Company; VJ Holding Company, L.L.C., a Texas limited liability company controlled by Jerry Parish, our sole officer and director and majority shareholder (“VJ Holding”), Mr. Parish individually, and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”) closed the transactions contemplated by a Senior Secured Credit Facility Agreement, which was entered into on February 6, 2015, and effective December 31, 2014 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan Mint North up to $5 million for working capital and other purposes, pursuant to the terms and conditions of the Credit Agreement and in the sole discretion of TCA, provided that the aggregate outstanding principal balance of all loans made pursuant to the terms of the Credit Agreement shall never exceed the lesser of: (i) eighty percent (80%) of the accounts receivable of Mint North which meet certain conditions described in greater detail in the Credit Agreement; and (ii) eighty percent (80%) of the value of the collateral pledged by Mint North to secure the repayment of the loans, as determined by TCA in its sole and absolute discretion.

A total of $1,000,000 was funded by TCA in connection with the Closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by Promissory Notes (the initial Promissory Note evidencing the $1,000,000 loan, is referred to herein as the “Promissory Note”), the repayment of which is secured by a Security Agreement provided to TCA from Mint North pursuant to which Mint North provided TCA a security interest over substantially all of its properties and assets, and guaranteed by VJ Holding and Mr. Parish pursuant to Guaranty Agreements, and pursuant to a deed of trust provided to TCA from VJ Holding, pursuant to which VJ Holding provided TCA a security interest over the land on which the Company operates its vehicle leasing operations, the rights of which are leased to the Company from VJ Holding. The Promissory Note in the amount of $1,000,000 is due and payable along with interest thereon on August 6, 2016 (18 months after the Closing), and bears interest at the rate of 11% per annum, increasing to 18% per annum upon the occurrence of an event of default, provided that a 7% payment premium is also due upon any repayment of the Promissory Note (the “Premium”).

Interest only payments on the Promissory Note in the amount of $9,167 each are due on March 6, 2015 and April 6, 2015. Monthly payments of principal, accrued interest and Premium (totaling $71,856 each) are due monthly on the 6th day of each month beginning on March 6, 2015 and continuing through maturity. If any payment due under the Promissory Note is not received within five (5) days of the due date of such payment, a late charge of 5% of such unpaid or late payment is also due.

Mint North has the right to prepay the Promissory Note at any time, in whole or in part, provided, that Mint North pays TCA an amount equal to the then outstanding amount of the Promissory Note plus accrued interest, Premium, expenses and fees, if any, due on such Promissory Note, and provided further that if Mint North prepays the Promissory Note within the first 180 days after the Closing, Mint North is required to pay TCA, as liquidated damages and compensation for making the loan funds available to Mint North, an additional amount equal to 2.5% of the initial Promissory Note.

Mint North also agreed to pay TCA various fees at the Closing and during the term of the Credit Agreement, including $400,000 for advisory services (the “Advisory Fee”), a transaction advisory fee in the amount of 4% of the initial Promissory Note ($40,000, which was paid at Closing) and a transaction advisory fee in the amount of 2% of any additional Promissory Note (due upon issuance of any additional Promissory Note), $7,500 in due diligence fees, $18,000 in document review and legal fees, certain other UCC search, documentation tax fees and other search fees, and other fees that may be requested by TCA from time to time pursuant to terms of the Credit Agreement. In connection with and as consideration for the Advisory Fee, the Company issued 1,739,130 shares of restricted common stock (valued at the lowest weighted average price per share of the Company’s common stock on the five trading days immediately prior to the execution date of the Credit Agreement) to TCA, which number of shares is adjustable from time to time (as described below), such that the total shares issued to and sold by TCA will provide TCA an aggregate of $400,000 in value (the “Advisory Fee Shares”). The number of Advisory Fee Shares are adjustable from time to time at such times as TCA has provided the Company an accounting of sales showing that it has not realized $400,000 in value from the sale of such Advisory Fee Shares. In the event TCA sells Advisory Fee Shares and generates $400,000 in value, then any additional Advisory Fee Shares (or additional shares issued in connection with an adjustment) are to be returned by TCA for cancellation. The Company also has the right at any time to redeem the then outstanding Advisory Fee Shares (and any additional shares issued to TCA in connection with an adjustment), for an amount equal to the Advisory Fee less any value previously received by TCA in connection with sales of the Advisory Fee Shares. TCA has the right to require the Company to redeem the Advisory Fee Shares (or that number that then remain outstanding, together with any shares issuable as an adjustment as described above) on the earlier to occur of (a) the maturity date of the Promissory Note; and (b) upon the occurrence of an event of default under the Credit Agreement, or at any time thereafter, and require the Company to pay TCA cash in an amount equal to the total amount of the Advisory Fee less any cash proceeds received by TCA from the prior sale of Advisory Fee Shares.

In total, we paid $84,774 in cash fees (not including the Advisory Fee payable by way of the issuance of the Advisory Fee Shares), expenses and closing costs in connection with the Closing (including $10,000 as a finders’ fee in connection with our introduction to TCA), not including the fees of our legal counsel, and as such, received a net amount of $915,226 in connection with the Closing. Of that amount, $127,030 was immediately used to repay our outstanding obligations under our credit facility with Moody National Bank, which was paid in full and terminated in connection with our entry into the Credit Agreement. We anticipate using the rest of the funds received to purchase additional vehicle inventory.

The Credit Agreement contains customary representations and warranties for facilities of similar nature and size as the Credit Agreement, and requires Mint North to indemnify TCA for certain losses and release Mint North from various claims. The Credit Agreement also includes various customary covenants (positive and negative) binding Mint North, including, the requirement that Mint North deliver to TCA, pursuant to the terms of the Credit Agreement, various reports, statements and financial statements and the prohibition on Mint North and VJ Holding (i) incurring any indebtedness (other than in connection with the Credit Agreement or as otherwise approved by TCA), (ii) making any new investments (except as expressly set forth in the Credit Agreement), (iii) creating any encumbrances on their assets, (iv) affecting a change in control, (v) issuing stock, (vi) incurring capital expenditures, (vii) making any distributions to shareholders or management, (viii) affecting any transactions with affiliates, or (ix) undertaking certain other actions as described in greater detail in the Credit Agreement, except in the usual course of business.

The Credit Agreement includes customary events of default for facilities of a similar nature and size as the Credit Agreement, including if a change in control of Mint North or VJ Holding occurs, if it is determined in good faith by TCA that the security for the Promissory Note is or has become inadequate, if it is determined in good faith by TCA that the prospect for payment or performance of the Promissory Note is impaired for any reason, if Mint North does not have sales revenues for every quarter that are at least 75% of the sales revenue of Mint North for the prior year’s calendar quarter (i.e., pursuant to a comparison of the current quarter revenue to the revenue for the same quarter for the prior year), of if the outstanding balance of the Promissory Note exceeds the lesser of: (i) eighty percent (80%) of the then existing eligible accounts pledged as security for the repayment of the Promissory Note by Mint North; or (ii) eighty percent (80%) of the value of all of Mint North’s collateral, as determined by TCA in its sole and absolute discretion.

Mint North is also required to take various post-Closing actions including (a) having MNH Management, LLC release its pledge of the outstanding securities of Mint North, so such securities can instead be pledged to TCA within fifteen days of Closing, or to otherwise provide for Mr. Parish’s wife to personally guaranty (along with Mr. Parish) the amounts owed to TCA; (b) obtaining an appraisal of the property covered by the VJ Holding deed of trust; and (c) obtaining a title policy under the deed of trust.

The foregoing summary description of the terms of the Credit Agreement, Promissory Note, Security Agreement, VJ Holding Guaranty Agreement, and Jerry Parish Guaranty Agreement, may not contain all information that is of interest to the reader. The foregoing description of each of the Credit Agreement, Promissory Note, Security Agreement, VJ Holding Guaranty Agreement, and Jerry Parish Guaranty Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Agreement, Promissory Note, Security Agreement, VJ Holding Guaranty Agreement, and Jerry Parish Guaranty Agreement.

At March 31, 2015, the TCA Promissory Note had an outstanding balance of $1,000,000. Additionally, at March 31, 2015, we were in compliance with the covenants required by the Credit Agreement.

Third Party Promissory Notes

On March 26, 2011, the Company entered into a Promissory Note with Pamela Kimmel in the amount of $142,000. The Promissory Note accrues interest at the rate of 12% per annum payable monthly. The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at March 31, 2015 and December 31, 2014 was $142,000. The note matures on December 6, 2015.

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 matures on June 30, 2015. The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at March 31, 2015 and December 31, 2014 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 was due in March 2013. The Promissory Note is secured by the personal guaranty of Jerry Parish. At maturity, the Promissory Note was increased to $320,000 and the maturity extended to May 15, 2015. The outstanding balance at March 31, 2015 and December 31, 2014 was $320,000.

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 was due in May 2013. The Promissory Note is secured by the personal guaranty of Jerry Parish. At maturity, the note was renewed and reduced to $150,000 and the maturity extended to May 15, 2015. The outstanding balance at March 31, 2015 was $125,000 and at December 31, 2014 was $150,000.

On May 26, 2014, the Company entered into another Promissory Note with Pablo J. Olivarez in the amount of $70,000, which accrues interest at the rate of 12% per annum payable monthly, and is due and payable on June 15, 2015. The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at March 31, 2015 and December 31, 2014 was $70,000.

The following table summarizes the credit facilities and promissory notes discussed above for the period ended March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014

Credit facility - Moody Bank	$	-	$	123,350
Credit facility – MNH Holdings		6,860,513		7,611,002
Convertible Note Payable - KBM		-		158,500
Credit facility - TCA Global		1,000,000		-
Debt discount		-		(111,348)
Promissory Notes		802,000		827,000
Total notes payable and credit facilities	$	8,662,513	$	8,608,504

NOTE 6– 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 are set forth below:

March 31, 2015:

Description	Level 1		Level 2		Level 3		Gains (Losses)
Investment in sales-type leases (a)	$	-	$	-	$	13,477,904	$	-
Derivatives (recurring)	$	-	$	-	$	2,131,771	$	(52,421	)

December 31, 2014:

Description	Level 1		Level 2		Level 3		Gains (Losses)
Investment in sales-type leases (a)	$	-	$	-	$	14,294,915	$	-
Derivatives (recurring)	$	-	$	-	$	2,079,350	$	(145,850	)

(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 7 -RELATED PARTY TRANSACTIONS

During the fiscal years ended 2014 and 2013, Mr. Parish received cash compensation of $263,300 and $315,000, respectively. Mr. Parish has agreed to forgo any additional cash compensation he would be entitled to under his employment agreement for 2015 and 2014. The Company leased office 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 and again until July 31, 2012 and 2013, which included an adjacent property at the rate of $20,000 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 and all of 2011, 2012 and 2013. 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 $30,000 and $45,000 for the three months ended March 31, 2015 and 2014, 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 March 31, 2015 and December 31, 2014 were $1,638,332 and $1,896,677, respectively, of which $1,398,332 and $1,656,677 are non-interest bearing and due on demand. The Company imputed interest on these notes payable at a rate of 8.75% per year. Interest expense of $9,458 and $12,935 was recorded as contributed capital for the three months ended March 31, 2015 and 2014, respectively.

The Company issued 4,239,436 shares of common stock to Victor Garcia, a related party on April 1, 2014 in consideration for services rendered. The shares were recorded at a price per share based on the fair market value on the date of grant for a total value of $127,183.

Effective September 23, 2014, Jerry Parish, as sole director of the Company, approved a re-pricing of the 2 million options to purchase shares of the Company’s common stock at an exercise price of $3.00 per share which were originally granted to Mr. Parish in 2008, to provide for such options (which have fully vested to date and expire if unexercised on July 10, 2018), to have an exercise price of $0.10 per share. The options were re-priced in consideration for services rendered to the Company by Mr. Parish as Chief Executive Officer, and due to the fact that the Company’s common stock has consistently traded well below the original $3.00 per share exercise price. As a result of the re-pricing of the options, the Company recognized additional stock compensation of $169,781 based on a black-scholes model analysis of the options at the previous $3.00 per share exercise price compared to the $0.10 per share exercise price after the re-pricing.

NOTE 8– DERIVATIVE LIABILITIES

As discussed in Note 5 under Credit Facilities, the Company granted warrants to purchase 20,000,000 shares of its common stock at a future date, which have a term of 7 years and an exercise price of $0.05 per share. The warrants granted to Raven Asset-Based Opportunity Fund I L.P. and MNH Management, LLC were valued as of the issuance dates and revalued at December 31, 2014 and March 31, 2015.

On November 19, 2013, the Company issued stock purchase warrants (“Raven Warrants” with the right to purchase up to 16,140,000 shares of common stock) to Raven Asset-Based Opportunity Fund I with dilutive reset features; Put rights at $0.10; and exercise provisions at $0.05 per share for a period of 7 years from the date of issuance.

On November 19, 2013, the Company issued stock purchase warrants (“MNH Warrants” with the right to purchase up to 3,860,000 shares of common stock) to MNH Management, LLC with dilutive reset features; Put rights at $0.10; and exercise provisions at $0.05 per share for a period of 7 years from the date of issuance. On October 23, 2014, MNH exercised 100,000 of its Warrants, to purchase shares of the Company’s common stock. The Warrants were exercised using the cashless exercise mechanism of the options, pursuant to which 15,744 shares of common stock issuable upon exercise of the Warrants, totaling the $5,000 exercise price of such exercised Warrants, were surrendered to the Company for cancellation and a net of 84,256 shares of common stock were issued to MNH in connection with such exercise.

The Warrants include a dilutive reset feature (no resets have occurred from issuance to March 31, 2015) and Put right provisions and were therefore treated as a derivative liability as of issuance and each quarterly period thereafter.

The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date using a Monte Carlo simulation discussed below. At November 19, 2013, the Company recorded derivative liabilities of $1,883,109. The net change in fair value of the derivative liabilities for the three months ended March 31, 2015 resulted in a loss of $52,421, which was reported as other income/(expense) in the consolidated statements of operations. At March 31, 2015, the derivative liabilities were valued at $2,131,771.

The following table presents details of the Company’s derivative liabilities as of March 31, 2015 and December 31, 2014:

	Total
Balance December 31, 2014	$	2,079,350
Change in fair market value of derivative liabilities		52,421
Balance March 31, 2015	$	2,131,771

Key inputs and assumptions used in valuing the Company’s derivative liabilities are as follows:

For issuances of warrants:

-	Stock prices on all measurement dates were based on the fair market value
-	The probability of future financing was estimated at 100%
-	Computed volatility of 176%
-	Risk free rate of 1.65%
-	Expected term of 5.89

See Note 6 for a discussion of fair value measurements.

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 standing 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 5 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.

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 of March 31, 2015 (in thousands):

	Net
	Investment
	in Leases
Current	$	9,612
Performing		2,745
Poor		1,121
Total	$	13,478

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 March 31, 2015, are as follows (in thousands):

	Recorded		Related
	Investment		Allowance
Net investment in leases	$	344	$	(344	)

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 March 31, 2015 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	$	9,612	$	3,813	$	397	$	13,822	$	-	$	13,822	$	(344	)	$	13,478

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 March 31, 2015 (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	$	9,612	$	3,813	$	53	$	13,478	$	-	$	13,478	$	-	$	13,478

Activity in our reserves for credit losses for the three months ended March 31, 2015 is as follows (in thousands):

	Investment in sales-type leases
Balance December 31, 2014	$	344
Provision for bad debts		-
Recoveries		-
Write-offs and other		-
Balance March 31, 2015	$	344

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 March 31, 2015 (in thousands):

	Investment in sales-type leases
Reserve for credit losses:
Ending balance: collectively evaluated for impairment	$	3,813
Ending balance: individually evaluated for impairment		397
Ending balance	$	4,210

The following table discloses the recorded investment in financing receivables by credit quality indicator as at December 31, 2014 (in thousands):

	Net
	Investment
	in Leases
Current	$	9,753
Performing		2,890
Poor		1,652
Total	$	14,295

The Company’s net investment leases on nonaccrual status as of December 31, 2014, are as follows (in thousands):

	Recorded		Related
	Investment		Allowance
Net investment in leases	$	344	$	(344	)

The Company’s aged financing receivables as of December 31, 2014 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	$	9,752	$	4,121	$	766	$	14,639	$	-	$	14,639	$	(344	)	$	14,295

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, 2014 (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	$	9,752	$	4,121	$	422	$	14,295	$	-	$	14,295	$	-	$	14,295

Activity in our reserves for credit losses for the year ended December 31, 2014 is as follows (in thousands):

	Investment in sales-type leases
Balance January 1, 2014	$	445
Provision for bad debts		(101	)
Recoveries		-
Write-offs and other		-
Balance December 31, 2014	$	344

	Investment in sales-type leases
Reserve for credit losses:
Ending balance: collectively evaluated for impairment	$	4,121
Ending balance: individually evaluated for impairment		766
Ending balance	$	4,887

NOTE 12 – DEFERRED INCOME TAX

The Company uses the asset and liability approach to account for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted.

On January 1, 2007, the Company adopted an accounting standard which clarifies the accounting for uncertainty in income taxes recognized in financial statements. This standard provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return.

In 2014, the Company incurred a net loss and therefore had no tax liability. The Company does not have any material uncertain income tax positions. As a result, the net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net operating loss carry forward is approximately $7,286,000 and $6,411,000 at March 31, 2015 and December 31, 2014, respectively, and will expire in the years 2021 through 2031.

NOTE 13 – STOCK, OPTIONS AND WARRANTS

Stock

The Company issued 4,239,436 shares of common stock to Victor Garcia, a related party on April 1, 2014, in consideration for services rendered. The shares were valued at $127,183.

In June 2014, the Company issued 1,000,000 shares of restricted common stock to a consultant in consideration for services rendered by the consultant in connection with the refinance of the Company’s outstanding loan agreement with Comerica Bank in November 2013. The shares were valued at $50,000.

Effective in October 2014, the Company sold 35,000 shares of its restricted common stock to an accredited investor in a private transaction in consideration for $10,500 or $0.30 per share.

In November 2014, the Company issued 400,000 shares of its restricted common stock to an employee in consideration for a $20,000 bonus.

On October 23, 2014, MNH exercised 100,000 of its warrants to purchase shares of the Company’s common stock using the cashless exercise mechanism of the warrants, pursuant to which 15,744 shares of common stock issuable upon exercise of the warrants, totaling the $5,000 exercise price of such exercised warrants, were surrendered to the Company for cancellation and a net of 84,256 shares of common stock were issued to MNH in connection with such exercise.

In December 2014, the Company issued 600,000 shares of its restricted common stock to Wall Street Voice Com LLC (“Wall Street”), in connection with the Company’s entry into a consulting agreement with Wall Street. Pursuant to the agreement, Wall Street agreed to provide corporate communication and broker relations services for a period of 12 months. The shares were valued at $60,000.

In connection with and as consideration for the Advisory Fee, the Company issued 1,739,130 shares of restricted common stock (valued at the lowest weighted average price per share of the Company’s common stock on the five trading days immediately prior to the execution date of the Credit Agreement) to TCA, which number of shares is adjustable from time to time, such that the total shares issued to and sold by TCA will provide TCA an aggregate of $400,000 in value (the “Advisory Fee Shares”).

Options & 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 the Company. The exercise price of the options was $3.00 per share (such options were re-priced to $0.10 per share in September 2014) 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.

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 expired in July 2014, included a cashless exercise provision and piggy-back registration rights. 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 November 19, 2013, the Company issued 20,000,000 warrants to MNH and its assign in connection with the credit facility described in Note 5. The Company calculated the fair value of the compound embedded derivatives using a complex, customized Monte Carlo options model. The model applied generates a large number of possible (but random) price paths for the underlying via simulation, and then calculates the associated exercise value of the option for each path. These payoffs are then averaged and discounted to the present resulting in the value of the option. This model utilized subjective and theoretical assumptions that can materially affect fair values from period to period.

Key inputs and assumptions used in valuing the Company’s derivative liabilities are as follows:

For issuances of warrants:

-	Stock prices on all measurement dates were based on the fair market value
-	The probability of future financing was estimated at 0%
-	Computed volatility ranging from 143% to 144%
-	Risk free rates ranging from 1.37% to 1.75%
-	Expected term from 6.89 to 7.00

See Note 6 for a discussion of fair value measurements and Note 8 for a discussion of derivative liabilities.

On October 23, 2014, MNH exercised 100,000 of its Warrants, to purchase shares of the Company’s common stock. The Warrants were exercised using the cashless exercise mechanism of the options, pursuant to which 15,744 shares of common stock issuable upon exercise of the Warrants, totaling the $5,000 exercise price of such exercised Warrants, were surrendered to the Company for cancellation and a net of 84,256 shares of common stock were issued to MNH in connection with such exercise.

A summary of activity under the Employee Stock Plans for the periods ended March 31, 2015 and December 31, 2014 is presented below:

	Options	Weighted Average Exercise Price
Outstanding – December 31, 2013	2,000,000		3.00
Granted	-		-
Exercised	-		-
Forfeited or Expired	-		-
Distributed	-		-
Outstanding/exercisable – December 31, 2014	2,000,000		0.10
Granted	-		-
Exercised	-		-
Forfeited or Expired	-		-
Distributed	-		-
Outstanding/exercisable – March 31, 2015	2,000,000		0.10

The following table summarizes information about outstanding warrants at March 31, 2015 and December 31, 2014:

	Number Outstanding	Remaining Contractual Life in Years	Weighted Average Exercise Price

December 31, 2014	19,900,000	5.89	$0.05
March 31, 2015	19,900,000	5.64	$0.05

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, those set forth below under “Risk Factors” herein and those set forth under “Risk Factors” in our Form 10-K Annual Report for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 15, 2015 (the “Annual Report”):

	•	our need to raise additional financing;
	•	dilution upon exercise of warrants held by our senior lender and a put right associated therewith;
	•	observance of covenants as required by our debt 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;
	•	reductions in working capital as a result of our obligations to pay our debt facilities;
	•	security interests provided to secure the repayment of our debt;

	•	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 Quarterly Report on Form 10-Q and our Annual Report on Form 10-K.

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.

You should read the matters described in “Risk Factors” and the other cautionary statements made in this report as being applicable to all related forward-looking statements wherever they appear in this report. We cannot assure you that the forward-looking statements in this report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking 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 was initially $3.00 per share, but were re-priced to $0.10 per share in September 2014, 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.

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 and its other subsidiaries.

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 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 remained at $2,500,000, the interest rate was increased and fixed at 6.75%, and the Third Renewal provided 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 (which credit facility has since been further extended as discussed below) 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.

On March 26, 2013 and effective March 1, 2013, Moody Bank agreed to enter into a Fifth Renewal, Extension and Modification Agreement (the “Fifth Renewal”), pursuant to which Moody Bank agreed to extend the due date of the Revolver to March 1, 2014 and we agreed to increase the interest rate of the Revolver to 6.75% per annum and to pay monthly payments of principal and interest under the Revolver of $62,500 per month (beginning April 1, 2013) until maturity. The amount outstanding on the Revolver as of the parties’ entry into the Fifth Renewal was $1,290,463.

In connection with our entry into a Senior Secured Credit Facility with TCA (as described below under “Senior Secured Credit Facility”) we paid a total of $127,030 to Moody National Bank in complete satisfaction of all amounts owed to Moody Bank. As such, we do not owe Moody any funds as of the date of this report.

MNH Loan Agreement

On November 19, 2013, we, Mint Texas and The Mint Leasing South, Inc. (“Mint South”), our wholly-owned subsidiaries, entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with MNH Management, LLC (“MNH”), pursuant to which, among other things, our outstanding obligations to Comerica Bank (“Comerica”) were acquired by MNH, and the terms of such debt were amended and revised in the form of a new Amended and Restated Secured Term Loan Note (the “Amended Note”). As part of the acquisition of the debt by MNH, Comerica dismissed its lawsuit against us. In connection with the Loan Agreement and the transactions contemplated therein, we paid MNH a fee of $418,500 (4.5% of the Amended Note) at closing and agreed to pay MNH a collateral monitoring fee of 1/12th of one percent of the balance of the Amended Note per month during the term of the Amended Note, as well as certain other expenses described in greater detail in the Amended Note.

The Amended Note had an original balance of $9,300,000, accrues interest at the rate of the greater of (i) the sum of (A) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (B) four and three quarters percent (4.75%) per annum, or (ii) eight percent (8%) per annum, which interest is payable each month beginning on December 10, 2013. The principal amount of the Amended Note is payable in eighteen (18) consecutive monthly installments of principal in the amount of $258,333, commencing on May 12, 2014, with a balloon payment equal to the remaining amount of the note due on November 19, 2015. The Company can prepay the Amended Note at any time. Upon an event of default under the Amended Note, the interest rate of the Amended Note increases to six percent (6%) above the then applicable interest rate. The Loan Agreement includes customary events of default and positive and negative covenants for facilities of similar nature and size as the Loan Agreement.

The Company granted MNH and its assignee warrants to purchase up to an aggregate of 20 million shares of the Company’s common stock (of which warrants to purchase 19.9 million shares of Company common stock remain outstanding) which have a term of seven years and an exercise price of $0.05 per share as additional consideration for entering into the Loan Agreement and pursuant to a Securities Issuance Agreement, which grants were evidenced by Common Stock Purchase Warrants (the “Warrants”). The Warrants include cashless exercise rights. The holders agreed pursuant to the terms of the Warrants, to restrict their ability to exercise the Warrants and receive shares of common stock such that the number of shares of common stock held by each of them in the aggregate and their affiliates after such exercise will not exceed 4.99% of the then issued and outstanding shares of our common stock, provided that such limitation may be waived (provided that at no time shall shares of common stock equal to more than 9.99% of our outstanding shares of common stock (when aggregating such shares with other shares beneficially owned by such holder) be issuable to either holder) with 61 days prior written notice. The exercise price of the Warrants is subject to anti-dilution protection in the event the Company issues or is deemed to issue any shares for a price per share of less than the then applicable exercise price of the Warrants, subject to certain limited exceptions including securities (i) issued in a bona fide public offering pursuant to a firm commitment underwriting, (ii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iii) issued pursuant to a transaction with a vendor, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (iv) issued upon exercise of the Company’s convertible securities that are outstanding as of the date of the Warrants (other than the Series B Preferred Stock), or (v) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect as of the date of the Warrants. The shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) are subject to a put option (the “Put”) pursuant to which the Company is required to purchase any or all of the Warrant Shares, at the option of the holder, for a total of $1.99 million ($0.10 per Warrant Share), pro-rated for any portion thereof (the “Put Price”) at any time after the earliest of (1) the date of prepayment in full of the Amended Loan; (2) the date of MNH’s acceleration of the amount due under the Amended Note upon an event of default, (3) November 19, 2015, or (4) the date that a Fundamental Transaction (as defined in the Warrants) occurs, including a change in control, certain mergers and similar transactions (as described in greater detail in the Warrants). The Warrants were recorded as a derivative liability in the amount of $1,883,109, with the offset to the gain on extinguishment, in accordance with U.S. GAAP.

MNH agreed not to engage in “short sales” of the issued and outstanding common stock of the Company while the Warrants are outstanding.

With the extinguishment of the Comerica credit facility, we recognized a one-time gain of $6,708,385 during the period ending December 31, 2013, which represented the difference between the removal of the Comerica credit facility of $18,135,374 and the addition of the MNH credit facility of $9,300,000, warrant derivatives issued of $1,883,109 and attorney’s fees of $243,880.

At December 31, 2014, the MNH Note had an outstanding balance of $7,611,002. At March 31, 2015, the MNH Note had an outstanding balance of $6,860,513. Additionally, at March 31, 2015 and December 31, 2014, we were in compliance with the covenants required by the Amended Note.

Third Party Promissory Notes

The following table summarizes the credit facilities and promissory notes discussed above for the period ended March 31, 2015 and December 31, 2014:

	March 31, 2015		December 31, 2014

Credit facility - Moody Bank	$	-	$	123,350
Credit facility – MNH Holdings		6,860,513		7,611,002
Convertible Note Payable - KBM		-		158,500
Credit facility - TCA Global		1,000,000		-
Debt discount		-		(111,348)
Promissory Notes		802,000		827,000
Total notes payable and credit facilities	$	8,662,513	$	8,608,504

Recent Events

KBM Worldwide, Inc. Convertible Note

On July 9, 2014, the Company sold KBM Worldwide, Inc. (the “Investor”) a Convertible Promissory Note in the principal amount of $158,500 (the “Convertible Note”), pursuant to a Securities Purchase Agreement, dated the same day (the “Purchase Agreement”). The Convertible Note accrued interest at the rate of 8% per annum (22% upon an event of default) and was due and payable on April 15, 2015. All or any portion of the principal amount of the Convertible Note and all accrued interest was convertible at the option of the holder thereof into the Company’s common stock at any time following the 180th day after the Convertible Note was issued. The conversion price of the Convertible Note was equal to the greater of (a) $0.00005 per share, and (b) 61% multiplied by the average of the three lowest trading prices of the Company’s common stock on the ten trading days before any conversion (representing a discount of 39%). The conversion price was also subject to dilutive protection as provided in the Convertible Note.

The Company had the right to prepay in full the unpaid principal and interest on the Convertible Note, upon notice any time prior to the 180th day after the issuance date, subject to a prepayment penalty ranging from 110% to 135% of the then outstanding balance on the Convertible Note (inclusive of accrued and unpaid interest and any default amounts then owing), depending on when such prepayment is made.

On or around the 180th day following the Company’s entry into the Convertible Note, the Company and the Investor agreed to extend the prepayment date provided for in the Convertible Note, and that the Investor would not convert the Convertible Note, in the event the Company paid the Investor an aggregate of $225,000 upon repayment of the note.

On or around February 9, 2015, the Company paid $220,332 to KBM in complete satisfaction of the Convertible Note.

Jerry Parish Loans

On July 18, 2014, Jerry Parish, our sole officer and director and majority shareholder, loaned the Company $240,000 which accrues interest at the rate of 10% per annum, is due and payable (along with accrued interest) on July 18, 2015, and is evidenced by a Promissory Note. In August 2014, Mr. Parish loaned the Company an additional $49,000, which is not evidenced by a promissory note, does not have a stated interest rate and has no stated due date.

Senior Secured Credit Facility

On February 9, 2015 (the “Closing”), The Mint Leasing North, Inc., a Texas corporation (“Mint North”), our wholly-owned subsidiary; VJ Holding Company, L.L.C., a Texas limited liability company controlled by Jerry Parish, our sole officer and director and majority shareholder (“VJ Holding”), Mr. Parish individually, and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”) closed the transactions contemplated by a Senior Secured Credit Facility Agreement, which was entered into on February 6, 2015, and effective December 31, 2014 (the “Credit Agreement”). Pursuant to the Credit Agreement, TCA agreed to loan Mint North up to $5 million for working capital and other purposes, pursuant to the terms and conditions of the Credit Agreement and in the sole discretion of TCA, provided that the aggregate outstanding principal balance of all loans made pursuant to the terms of the Credit Agreement shall never exceed the lesser of: (i) eighty percent (80%) of the accounts receivable of Mint North which meet certain conditions described in greater detail in the Credit Agreement; and (ii) eighty percent (80%) of the value of the collateral pledged by Mint North to secure the repayment of the loans, as determined by TCA in its sole and absolute discretion.

Interest only payments on the Promissory Note in the amount of $9,167 each were due on March 6, 2015 and April 6, 2015. Monthly payments of principal, accrued interest and Premium (totaling $71,856 each) are due monthly on the 6th day of each month beginning on March 6, 2015 and continuing through maturity. If any payment due under the Promissory Note is not received within five (5) days of the due date of such payment, a late charge of 5% of such unpaid or late payment is also due.

Mint North is also required to take various post-Closing actions including (a) having MNH Management, LLC release its pledge of the outstanding securities of Mint North, so such securities can instead by pledged to TCA within fifteen days of Closing, or to otherwise provide for Mr. Parish’s wife to personally guaranty (along with Mr. Parish) the amounts owed to TCA; (b) obtaining an appraisal of the property covered by the VJ Holding deed of trust; and (c) obtaining a title policy under the deed of trust, none of which have occurred to date.

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

Throughout the 2015 fiscal year, 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 institutional or bank funding, 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. The Company has also historically engaged various consultants from time to time in an effort to help facilitate the Company’s ability to raise funding. 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, after paying its debt servicing costs. While the cash flow from its current lease portfolio is sufficient to service the Company’s debts and expenses, additional efforts will be needed to generate a profit.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015, COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2014

For the three months ended March 31, 2015, total revenues were $1,662,673 compared to $1,911,843 or the three months ended March 31, 2014, a decrease in total revenues of $249,170 or 13% from the prior period. Revenues from sales-type leases, net, decreased $466,246 or 29% to $1,152,146 for the three months ended March 31, 2015, from $1,618,392 for the three months ended March 31, 2014. Revenues from amortization of unearned income related to sales-type leases increased $217,076 or 74% to $510,527 for the three months ended March 31, 2015, from $293,451 for the three months ended March 31, 2014. The decrease in revenues from sales-type leases, net, was principally due to less availability of financing and less internally-generated funds to acquire new leases during the three months ended March 31, 2015 compared to the prior period. 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.

Cost of revenues increased $471,084 or 45% to $1,528,448 for the three months ended March 31, 2015, as compared to $1,057,364 for the three months ended March 31, 2014. Cost of revenues increased as a result of more purchases of vehicles for new leases as well as the recognition of higher costs related to terminated leases.

Gross profit decreased $720,254 to $134,225 for the three months ended March 31, 2015 compared to $854,479 for the three months ended March 31, 2014. The 84% decrease in gross profit was due to the 45% increase in total cost of revenues and the 13% decrease in revenues.

Gross profit as a percentage of revenue decreased from 45% for the three months ended March 31, 2014, to 8% for the three months ended March 31, 2015 due to the reasons described above.

General and administrative expenses were $712,981 and $672,182, for the three months ended March 31, 2015 and March 31, 2014, respectively, constituting an increase of $40,799 or 6% from the prior period. The increase in general and administrative expenses was mainly associated with certain one-time consulting fees and professional fees related to obtaining new financing for the three months ended March 31, 2015, versus the prior period.

Total other expense was $315,741 and $263,143, for the three months ended March 31, 2015 and March 31, 2014, respectively, an increase of $52,598 or 20% from the prior period, which included a decrease in interest expense of $91,424 or 35% to $171,719 for the three months ended March 31, 2015, compared to $263,143 for the three months ended March 31, 2014, an increase in debt discount amortization of $111,348 or 100% for the three months ended March 31, 2015, compared to $0 for the three months ended March 31, 2014, an increase in loss on derivative of $52,421 for the three months ended March 31, 2015, compared to $0 for the three months ended March 31, 2014, and an increase of $19,747 in other income to $19,747 for the three months ended March 31, 2015, compared to $0 for the three months ended March 31, 2014. The decrease in interest expense was due to lower outstanding principal balances on our credit facilities during the period, offset by slightly higher interest rates on such facilities. The increase in other income was primarily from better collection of late fees and rental fees from vehicles pending payment of residual values. The $111,348 debt discount was in connection with amounts of the debt discount associated with the KBM convertible note during the period. The $52,421 related to derivative accounting for the value of the warrants issued to MNH Management, LLC.

The Company had a net loss for the three months ended March 31, 2015 of $894,497 compared to a net loss of $80,846 for the three months ended March 31, 2014. This increase in net loss of $813,651 or 1,006% was the result of the increase in cost of revenues, other expenses as described above, and general and administrative expense, partially offset by lower revenues.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $14,276,733 as of March 31, 2015, which included cash and cash equivalents of $24,813, investment in sales-type leases, net, of $13,477,904, vehicle inventory of $362,378, net property and equipment of $400, and other assets of $411,238.

We had total liabilities as of March 31, 2015 of $13,193,641, which included $761,025 of accounts payable and accrued liabilities, $8,662,513 of amounts due under our credit facilities with senior lenders and third parties (described in greater detail above under “Moody Bank Credit Facility”, “MNH Loan Agreement”, “Third Party Promissory Notes”, and “Recent Events” – “Senior Secured Credit Facility”), $2,131,771 of derivative liability, and $1,638,332 of notes payable to related parties, discussed below.

We generated $223,204 in cash from operating activities for the three months ended March 31, 2015, which was due to proceeds from collections and reductions of net investment in sales-type leases of $817,011, reduction of inventory of $463,330, and non-cash charges of imputed interest for the period of $9,458, which also contributed positively to the cash provided by operating activities. The items negatively impacting the cash provided by operations for the three months ended March 31, 2015, were the net loss of $894,497 and a decrease in accounts payable and accrued expenses of $333,408.

We generated $66,967 in cash from operating activities for the three months ended March 31, 2014, which was due to proceeds from collections and reductions of net investment in sales-type leases of $626,751 and non-cash charges for the period relating to imputed interest of $12,935, both of which contributed positively to the cash provided by operating activities. Those items negatively impacting the cash provided by operations for the three months ended March 31, 2014, were the net loss of $80,846, an increase in inventory of $47,398, a decrease in accounts payable and accrued expenses of $330,782 and a decrease in bad debt expense of $116,507.

Our cash balance was not affected by investing activities for the three months ended March 31, 2015 and March 31, 2014.

We used $315,684 of net cash in financing activities for the three months ended March 31, 2015, which was due to $57,339 of net payments on notes payable and credit facilities, and $258,345 of net payments on borrowings from related parties.

We used $39,985 of net cash in financing activities for the three months ended March 31, 2014, which was due to $166,895 of payments on credit facilities, offset by $206,880 of net proceeds from new borrowings from related parties

The Company’s credit facilities and third party notes are described in greater detail above under “Moody Bank Credit Facility”, “MNH Loan Agreement”, “Third Party Promissory Notes”, and “Recent Events” – “Senior Secured Credit Facility”.

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 March 31, 2015 and December 31, 2014 were $1,638,332 and $1,896,677, respectively, of which $1,398,332 and $1,656,677 are non-interest bearing and due on demand. The Company imputed interest on these notes payable at a rate of 8.75% per year. During the period ended March 31, 2015, net repayments of $258,345 were made by the Company to the shareholders. During the period ended March 31, 2014, net new borrowings of $206,880 were made by the Company from the shareholders. Interest expense of $9,458 and $12,935 was recorded as contributed capital for the three months ended March 31, 2015 and 2014, respectively.

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 its lenders in an orderly manner, provided we are able to continue to renew or refinance the current credit facilities 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.

We continue to explore opportunities to increase the Company’s capital base through the sale of additional common or preferred stock and/or the issuance of 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.

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 March 31, 2015. 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.

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

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on April 15, 2015, except as otherwise set forth below, and investors are encouraged to review such risk factors and the risk factors below prior to making an investment in the Company.

Our consolidated financial statements, including our liabilities and consolidated statements of operations are subject to changes in our derivative accounting of the Warrant Shares.

The value of the liabilities and derivative expenses relating to the warrants issued to MNH Management, LLC in our consolidated financial statements are subject to the changes in the trading value of our securities. As a result, our consolidated financial statements may fluctuate, based on factors, such as the trading value of our common stock on the OTCQB market. Consequently, our liabilities and expenses may vary period to period, based on factors other than the Company’s revenues and expenses.

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

In February 2015, the Company issued the Advisory Fee Shares to TCA as described above under “Part I.” – “Item 2. Management’s Discussion and Analysis or Plan of Operations”.

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act for the issuance described above, since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient (a) was an “accredited investor;” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. With respect to the transaction described above, no general solicitation was made either by us or by any person acting on our behalf. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificate evidencing the securities contained an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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: May 20, 2015
	By: /s/ Jerry Parish
	Jerry Parish
	Chief Executive Officer and Chief Financial Officer,
	Secretary and President
	(Principal Executive Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.1(16)	Share Exchange Agreement dated September 22, 2014, by and among The Mint Leasing, Inc., Investment Capital Fund Group, LLC Series 20 and Sunset Brands, Inc.
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
4.4(11)	Common Stock Purchase Warrant (November 19, 2013) Raven Asset-Based Opportunity Fund I, L.P. (16,140,000 shares)
4.5(11)	Common Stock Purchase Warrant (November 19, 2013) MNH Management, LLC (3,860,000 shares)
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)
10.5(4)	Modification, Renewal and Extension Agreement with Sterling Bank
10.10(5)	First Amendment to Employment Agreement with Jerry Parish
10.14(6)	$100,000 Promissory Note with Pamela Kimmel (December 6, 2011)
10.15(6)	$100,000 Promissory Note with Pablo J. Olivarez (November 28, 2011)
10.16(6)	$220,000 Promissory Note with Sambrand Interests, LLC (February 2, 2012)
10.17(6)	$250,000 Promissory Note with Sambrand Interests, LLC
10.18(6)	Form of Company Dealer Agreement
10.19(6)	Second Amendment to Employment Agreement
10.21(7)	$320,000 Promissory Note with Sambrand Interests, LLC (February 2013)
10.23(8)	Amended and Restated Loan and Security Agreement - the Company, The Mint Leasing, Inc. (Texas), The Mint Leasing South, Inc. (Texas) and MNH Management, LLC (November 19, 2013)
10.24(8)	Amended and Restated Secured Promissory Note (Term Loan) - In Favor of MNH Management, LLC (November 19, 2013)
10.25(8)	Personal Guaranty of Jerry Parish (November 19, 2013)
10.26(8)	Collateral Assignment of Leases (November 19, 2013)
10.27(8)	Pledge and Security Agreement (November 19, 2013)
10.28(8)	Securities Issuance Agreement (November 19, 2013)
10.30(9)	$240,000 Promissory Note – The Mint Leasing, Inc. as borrower and Jerry Parish as lender (July 22, 2014)
10.31(10)	Amended and Restated Incentive Stock Option Agreement – Jerry Parish (2,000,000 options to purchase shares of common stock at $0.10 per share) – September 22, 2014
10.32(11)	First Amendment to and Assignment of Letter of Intent (October 27, 2014), by and between Karl L. White, as authorized agent for the owners of Motors Acceptance Corporation, MotorMax Financial Services Corporation and MotorMax Auto Group, Inc., and Investment Capital Fund Group, LLC
10.33(12)	Senior Secured Credit Facility Agreement in the Maximum Amount of US$5,000,000 by and among The Mint Leasing North, Inc., as Borrower, VJ Holding Company, L.L.C. and Jerry Parish, as Joint and Several Guarantors, and TCA Global Credit Master Fund, LP, as Lender (February 6, 2015)
10.34(12)	Promissory Note ($1,000,000) between The Mint Leasing North, Inc., as borrower, and TCA Global Credit Master Fund, LP, as lender (February 6, 2015)
10.35(12)	Security Agreement by The Mint Leasing North, Inc., as debtor, in favor of TCA Global Credit Master Fund, LP, as secured party (February 6, 2015)
10.36(12)	Guaranty Agreement by VJ Holding Company, L.L.C., as guarantor, in favor of TCA Global Credit Master Fund, LP (February 6, 2015)
10.37(12)	Guaranty Agreement by Jerry Parish, as guarantor, in favor of TCA Global Credit Master Fund, LP (February 6, 2015)
10.38(13)	Mutual Rescission and Release Agreement dated March 20, 2015, by and between The Mint Leasing, Inc., Investment Capital Fund Group, LLC Series 20, and Sunset Brands, Inc.
16.1(13)	Letter dated March 24, 2015 From M&K CPAS, PLLC

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
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

* Filed herein.

*** Furnished herein.

** 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.

(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.

(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-Q, filed with the Commission on August 22, 2011, and incorporated herein by reference.

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

(7) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on April 16, 2013, and incorporated herein by reference.

(8) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on November 19, 2013, and incorporated herein by reference.

(9) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on July 25, 2014, and incorporated herein by reference.

(10) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on September 23, 2014, and incorporated herein by reference.

(11) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on October 30, 2014, and incorporated herein by reference. The original Letter of Intent which was assigned to the Company pursuant to the First Amendment to and Assignment of the Letter of Intent is attached as Exhibit A to the Assignment.

(12) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on February 17, 2015, and incorporated herein by reference.

(13) Filed as an exhibit to the Company’s Form 8-K, filed with the Commission on March 24, 2015, and incorporated herein by reference.

MINT LEASING INC 10-Q