mint10q93014.htm

10-Q 1 mint10q93014.htm mint10q93014.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 000-52051

THE MINT LEASING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	87-0579824 (IRS Employer Identification No.)

323 N. Loop West, Houston, Texas (Address of Principal Executive Offices)	77008 (Zip Code)

(713) 665-2000

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

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

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer o	Smaller reporting companyþ

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of November 15, 2014, there were 148,952,544 shares of the registrant’s common stock, $0.001 par value per share outstanding, which number includes 62,678,872 shares of common stock agreed to be issued in connection with the closing of a Share Exchange Agreement, which have not been physically issued as of the date of this report, but which shares the Company plans to issue shortly after the date of this report, which transaction is described below under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – “ Recent Events ” – “Share Exchange” and 100,000 shares which the registrant plans to cancel after the date of this report.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE MINT LEASING, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2014			December 31, 2013
	(unaudited)
ASSETS
Cash and cash equivalents	$	106,959		$	322,795
Investment in sales-type leases, net of allowance of $344,499 and $445,214, respectively		14,664,814			18,252,772
Vehicle inventory		968,900			499,963
Property and equipment, net		400			5,431
Other asset		7,088			4,629
TOTAL ASSETS	$	15,748,161		$	19,085,590
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities	$	506,557		$	1,135,001
Short-term credit facilities		4,126,589			3,499,364
Convertible note payable, net of discount ($111,348 at September 30, 2014)		47,152			-
Notes payable to related parties		1,723,079			1,211,200
Derivative liability		5,200,000			1,933,500
Total Current Liabilities		11,603,377			7,779,065


Long-term credit facilities		4,908,339			7,295,685

TOTAL LIABILITIES		16,511,716			15,074,750

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; Series B, 2,000,000 shares authorized at $0.001 par value, 2,000,000 shares outstanding at September 30, 2014 and December 31, 2013		2,000			2,000
Common stock, 480,000,000 shares authorized at $0.001 par value, 85,654,416 and 80,414,980 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		85,654			80,415
Additional paid in capital		10,064,939			9,525,055
Common Stock Payable		10,028,620			-
Retained earnings		(20,944,768	)		(5,596,630	)
Total Stockholders' Equity (Deficit)		(763,555	)		4,010,840

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	15,748,161		$	19,085,590

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

THE MINT LEASING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ending September 30, 2014			Three Months Ending September 30, 2013			Nine Months Ending September 30, 2014			Nine Months Ending September 30, 2013

REVENUES
Sales-type leases, net	$	1,215,488		$	772,255		$	4,635,098		$	4,006,247
Amortization of unearned income related to sales-type leases		196,313			447,493			1,033,077			1,666,208
TOTAL REVENUES		1,411,801			1,219,748			5,668,175			5,672,455

COST OF REVENUES		1,902,586			762,131			5,020,702			4,968,040

GROSS PROFIT (LOSS)		(490,785	)		457,617			647,473			704,415

GENERAL AND ADMINISTRATIVE EXPENSE		857,552			743,437			1,930,605			2,051,663

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE) FROM OPERATIONS		(1,348,337	)		(285,820	)		(1,283,132	)		(1,347,248	)

OTHER INCOME (EXPENSE)
Interest expense		(300,295	)		(619,982	)		(825,885	)		(1,389,318	)
Interest – debt discount		(47,152	)		-			(47,152	)		-
Loss on derivatives		(800,000	)			-		(3,266,500	)		-
Impairment expense		(10,028,620	)		-			(10,028,620	)		-
Other income (expense)		103,151			(26,614	)		103,151			(58,696	)
Total Other Income (Expense)		(11,072,916	)		(646,596	)		(14,065,006	)		(1,448,014	)

INCOME (LOSS) BEFORE INCOME TAXES		(12,421,253	)		(932,416	)		(15,348,138	)		(2,795,262	)

PROVISION (BENEFIT) FOR INCOME TAXES		-			-			-			-

NET INCOME (LOSS)	$	(12,421,253	)	$	(932,416	)	$	(15,348,138	)	$	(2,795,262	)

Basic average shares outstanding		85,654,416			80,414,980			83,644,201			80,986,409

Basic earnings (loss) per share	$	(0.15	)	$	(0.01	)	$	(0.18	)	$	(0.03)

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

THE MINT LEASING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(15,348,138	)	$	(2,795,262	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		5,031			23,872
Bad debt expense		(100,715	)		140,040
Stock based compensation		177,183			-
Loss on equity modification		169,781			-
Imputed interest on related party notes		39,659			26,992
Debt Discount Amortization		47,152			-
Loss on derivative		3,266,500			-
Loss on impairment of acquired asset		10,028,620			-
Change in operating assets and liabilities:
Net investment in sales-type leases		3,688,673			4,494,904
Inventory		(468,937	)		(654,159	)
Accounts payable and accrued expenses		(628,444	)		(341,942	)
Other Assets		(2,459	)			-
Net Cash provided by operating activities		873,906			894,445

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Notes Payable – Third Party		228,500			100,000
Payments on Notes Payable		(1,830,121	)		(1,525,130	)
Borrowings on loans from related parties		684,000			-
Payment on loans from related parties		(172,121	)		(109,161	)
Net Cash (used) by financing activities		(1,089,742	)		(1,534,291	)
INCREASE (DECREASE) IN CASH and CASH EQUIVALENTS		(215,836	)		(639,846	)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		322,795			894,794
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	106,959		$	254,947

CASH PAID FOR:
Interest	$	840,303		$	1,362,326
Income taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Cancellation of shares of common stock	$	-		$	2,000
Discount due to BCF	$	158,500		$	-
Acquisition of ICFG with Common Stock Payable	$	10,028,620		$	-

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

The Mint Leasing, Inc.

Notes to Consolidated Financial Statements

September 30, 2014

(UNAUDITED)

NOTE 1 – ORGANIZATION and NATURE OF BUSINESS ACTIVITY

A. Organization

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

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

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

B. Description of Business

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidation

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

B. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for doubtful accounts and the estimated unguaranteed residual values on the lease receivable contracts purchased.

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

Realization of unguaranteed residual values depends on many factors, several of which are not within the Company's control, including general market conditions at the time of the original lease contract's expiration, whether there has been unusual wear and tear on, or use of, the vehicle, the cost of comparable new vehicles and the extent, if any, to which the vehicle has become technologically or economically obsolete during the lease contract term. These factors, among others, could have a material near-term impact on the estimated unguaranteed residual values.

C. Revenue recognition

The Company’s customers typically finance vehicles over periods ranging from three to nine years. These financing agreements are classified as either operating or sales type leases as prescribed by the Financial Accounting Standards Board (“FASB”). Revenues representing the capitalized costs of the vehicles are recognized as income upon inception of the leases. The portion of revenues representing the difference between the gross investment in the lease (the sum of the minimum lease payments and the guaranteed residual value) and the sum of the present value of the two components is recorded as unearned income and amortized over the lease term. For the nine months ended September 30, 2014 and 2013, amortization of unearned income totaled $1,033,077 and $1,666,208, 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 $5,020,702 and $4,968,040 for the nine months ending September 30, 2014 and 2013, 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 September 30, 2014 and December 31, 2013, the Company had cash of $106,959 and $322,795, respectively. The Company had no cash equivalents at September 30, 2014 and December 31, 2013.

At September 30, 2014 and December 31, 2013, 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 nine months ended September 30, 2014 and 2013 totaled $16,253 and $1,239, respectively.

M. Income Taxes

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

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

We adopted the provisions of the FASB’s guidance related to accounting for uncertainty as to income tax positions on January 1, 2008. As of September 30, 2014 and December 31, 2013, 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 September 30, 2014 and 2013, there was no difference between basic and diluted earnings (loss) per share.

O. Preferred Stock Rights and Privileges

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

Series A Convertible Preferred Stock

As of September 30, 2014 and December 31, 2013, 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 September 30, 2014 and December 31, 2013, 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. Asset Impairment

During the period ended September 30, 2014, we recorded an asset impairment charge of $10,028,620 related to our acquisition of Investment Capital Fund Group, LLC Series 20. The impairment charge was based on our recognition of the book value at $0 as of September 23, 2014, compared to the consideration given of $10,028,620 on September 23, 2014.

Q. 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.

R. 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 require 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.

S. Reclassification

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

T. 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 2018. Following is a summary of the components of the Company’s net investment in sales-type leases at September 30, 2014 and December 31, 2013:

	As of September 30, 2014			As of December 31, 2013

Total Minimum Lease Payments to be Received	$	10,726,664		$	13,104,749
Residual Values		7,457,777			9,526,069
Lease Carrying Value		18,184,441			22,630,818
Less: Allowance for Uncollectible Amounts		(344,499	)		(445,214	)
Less: Unearned Income		(3,175,128	)		(3,932,832	)
Net Investment in Sales-Type Leases	$	14,664,814		$	18,252,772

NOTE 4 – EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Cost and accumulated depreciation of equipment and leasehold improvements as of September 30, 2014 and December 31, 2013 are as follows:

	September 30, 2014			December 31, 2013
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	)		(280,669	)
Net Property and Equipment	$	400		$	5,431

Depreciation expense charged to operations was $5,031 and $23,872 for the nine months ended September 30, 2014 and 2013, 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 is secured by purchased vehicles, the related receivables associated with leased vehicles, and the personal guaranties of Jerry Parish and Victor Garcia (the Company’s majority shareholders).

The credit agreement also required the Company to meet a debt to tangible net worth ratio of 2.5 to one at December 31, 2009; which the Company did not meet. At December 31, 2009, the availability under the $10,000,000 Revolver was limited to $2,500,000. The outstanding balance at December 31, 2009 was $1,679,319. The Revolver matured on December 31, 2009 and was renewed for an additional 60 days at which time an additional $820,681 was advanced to the Company. On February 28, 2010, the Company executed a second renewal, extension and modification of the Revolver (the “Amended Moody Revolver”). The Amended Moody Revolver extended the maturity date of the facility to March 1, 2011, reduced the amount available under the facility to $2,500,000, fixed the interest rate on the facility at 6.5%, and provided for 11 monthly payments of principal and interest of $37,817, with the remaining balance due at maturity. Effective February 28, 2011, the Company executed a Third Renewal, Extension and Modification of the Revolver (the "Third Renewal"). Under the terms of the Third Renewal, the maturity date of the Revolver was extended to March 1, 2012, the amount available 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 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.

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. At September 30, 2014, the outstanding balance on the Revolver was $244,593. Additionally, at September 30, 2014, we were in compliance with the covenants required by the Revolver.

MNH Credit Facility

On November 19, 2013, we, The Mint Leasing, Inc., a Texas corporation (“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 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, in accordance with U.S. GAAP. On October 23, 2014, MNH exercised 100,000 of its Warrants (described in greater detail above under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – "MNH Loan Agreement") , 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 September 30, 2014, the MNH Note had an outstanding balance of $8,008,335. At September 30, 2014 and December 31, 2013, the MNH Note had accrued interest of $53,967 and $48,825, respectively. Additionally, at September 30, 2014, 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 may 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. Any prepayment is subject to payment of a prepayment amount 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. The outstanding balance of the Convertible Note at September 30, 2014 was $158,500.

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 nine months ended September 30, 2014, $47,152 of the debt discount was amortized. As of September 30, 2014, the remaining debt discount outstanding was $111,348.

The Company plans to repay the loan prior to any conversion.

Third Party Promissory Notes

On March 26, 2011, the Company entered into a Promissory Note with Pamela Kimmel in the amount of $142,000, with a maturity date of March 26, 2012. The Promissory Note accrues interest at the rate of 12% per annum payable monthly. On December 6, 2011, the Company renegotiated the maturity date on $100,000 of the Promissory Note, and extended the maturity of that portion of the Promissory Note to December 6, 2012. The Promissory Note is secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2014 and December 31, 2013 was $142,000. The note has been extended until December 6, 2014.

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 was due and payable on December 28, 2012. The Promissory Note was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2014 and December 31, 2013 was $100,000. The note has been extended until December 28, 2014.

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 was secured by the personal guaranty of Jerry Parish. At maturity, the Promissory Note was increased to $320,000 and the maturity extended to February 25, 2015. The outstanding balance at September 30, 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 was 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, 2014. The outstanding balance at September 30, 2014 was $150,000. The note has been extended until May 15, 2015.

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 was secured by the personal guaranty of Jerry Parish. The outstanding balance at September 30, 2014 was $70,000.

The following table summarizes the credit facilities and promissory notes discussed above for the period ended September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013

Credit Facility - Moody Bank	$	244,593	$	783,049
Credit facility – MNH Holdings		8,008,335		9,300,000
Convertible Note Payable - KBM		158,500		-
Debt discount		(111,348)		-
Promissory Notes		782,000		712,000
Total notes payable	$	9,082,080	$	10,795,049

Related Party Promissory Notes

The Company has notes payable to Jerry Parish, Victor Garcia, and a partnership which is owned by the Company’s two majority shareholders (Mr. Parish and Mr. Garcia) through its wholly-owned subsidiary, Mint Texas. The amounts outstanding as of September 30, 2014 and December 31, 2013 were $1,723,079 and $1,211,200, respectively. These notes payable are non-interest bearing and due upon demand. The Company imputed interest on these notes payable at a rate of 8.75% per year. Interest expense of $39,659, and $26,992 was recorded as contributed capital for the nine months ended September 30, 2014 and 2013, 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 the banks in an orderly manner, provided we are able to continue to renew the current credit facilities when they come due and the outstanding balances are amortized over a four to five year period. The Company has historically been able to negotiate such renewals with its lenders. However, there is no assurance that the Company will be able to negotiate such renewals in the future on terms that will be acceptable to the Company. In the future, if we are not able to negotiate renewals and/or expansion of our current credit facilities, we may be required to seek additional capital by selling debt or equity securities. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that such financing will be available to the Company in amounts or on terms acceptable to us, or at all.

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:

September 30, 2014:
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Investment in sales-type leases (a)	$	-	$	-	$	14,664,814	$	-
Derivatives (recurring)	$	-	$	-	$	5,200,000	$	(3,266,500	)

December 31, 2013:
							Gains
Description	Level 1		Level 2		Level 3		(Losses)
Investment in sales-type leases (a)	$	-	$	-	$	18,252,772	$	-
Derivatives (recurring)	$	-	$	-	$	1,933,501	$	(50,392	)

(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 has an agreement with the Company to receive cash compensation of $315,000. Mr. Parish has agreed to forgo any additional cash compensation he would be entitled to under his employment agreement for 2014 and 2013. The Company leased office space from VJ Holdings, LLC, pursuant to a lease which expired on August 31, 2008, at the rate of $10,000 per month. The lease has been renewed most recently to July 31, 2015, 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 since 2010. 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 $90,000 and $90,000 for the nine month periods ended September 30, 2014 and September 30, 2013, 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.

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.

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, 2013 and September 30, 2014.

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 September 30, 2014) 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 current derivative liabilities of $1,883,109. The net change in fair value of the derivative liabilities for the year ended December 31, 2013 resulted in a loss of $50,392, which was reported as other income/(expense) in the consolidated statements of operations. At December 31, 2013, the derivative liabilities were valued at $1,933,500. At September 30, 2014 the derivative liabilities were valued at $5,200,000.

The following table presents details of the Company’s derivative liabilities as of September 30, 2014 and December 31, 2013:

	Total
Balance December 31, 2013	$	1,933,500
Change in fair market value of derivative liabilities		3,266,500
Balance September 30, 2014	$	5,200,000

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 ranging from 141% to 158%
-	Risk free rate from 1.48% to 1.78%
-	Expected term of 6.14 to 6.64

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 AND GOING CONCERN

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. Please see Note 14 for subsequent events affecting our relationships with financial institutions, if any.

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 at September 30, 2014 (in thousands):

	Net
	Investment
	in Leases
Current	$	9,440
Performing		1,291
Poor		3,934
Total	$	14,665

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 non-accrual status as of September 30, 2014, 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 September 30, 2014 are as follows (in thousands):

									Related							Recorded
							Billed		Unbilled		Total					Investment
			31-90		91+		Financing		Recorded		Recorded		Related			Net of
	Current		Days		Days		Receivables		Investment		Investment		Allowances			Allowances
Net investment in leases	$	9,440	$	5,279	$	290	$	15,009	$	-	$	15,009	$	(344	)	$	14,665

The Company recorded investment in past due financing receivables for which the Company continues to accrue penalties and interest income is as follows as of September 30, 2014 (in thousands):

									Related						Recorded
							Billed		Unbilled		Total				Investment
			31-90		91+		Financing		Recorded		Recorded		Related		Net of
	Current		Days		Days		Receivables		Investment		Investment		Allowances		Allowances
Net investment in leases	$	9,440	$	5,225	$	-	$	14,665	$	-	$	14,665	$	-	$	14,665

Activity in our reserves for credit losses for the nine months ended September 30, 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 September 30, 2014	$	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 September 30, 2014 (in thousands):

	Investment in sales-type leases
Reserve for credit losses:
Ending balance: collectively evaluated for impairment	$	5,279
Ending balance: individually evaluated for impairment		-
Ending balance	$	5,279

The following table discloses the recorded investment in financing receivables by credit quality indicator as of December 31, 2013 (in thousands):

	Net
	Investment
	in Leases
Current	$	11,872
Performing		4,178
Poor		2,203
Total	$	18,253

The Company’s net investment leases on nonaccrual status as of December 31, 2013, are as follows (in thousands):

	Recorded		Related
	Investment		Allowance
Net investment in leases	$	445	$	(445	)

The Company’s aged financing receivables as of December 31, 2013 are as follows (in thousands):

									Related							Recorded
							Billed		Unbilled		Total					Investment
	Current		31-90 Days		91+ Days		Financing Receivables		Recorded Investment		Recorded Investment		Related Allowances			Net of Allowances
Net investment in leases	$	11,872	$	6,107	$	719	$	18,698	$	-	$	18,698	$	(445	)	$	18,253

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, 2013 (in thousands):

									Related						Recorded
							Billed		Unbilled		Total				Investment
	Current		31-90 Days		91+ Days		Financing Receivables		Recorded Investment		Recorded Investment		Related Allowances		Net of Allowances
Net investment in leases	$	11,872	$	6,107	$	274	$	18,253	$	-	$	18,253	$	-	$	18,253

Activity in our reserves for credit losses for the year ended December 31, 2013 is as follows (in thousands):

	Investment in sales-type leases
Balance January 1, 2013	$	305
Provision for bad debts		140
Recoveries		-
Write-offs and other		-
Balance December 31, 2013	$	445

	Investment in sales-type leases
Reserve for credit losses:
Ending balance: collectively evaluated for impairment	$	6,107
Ending balance: individually evaluated for impairment		719
Ending balance	$	6,826

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.

The tax liabilities incurred will be offset by the tax loss carry forward. 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 $3,977,143 and $3,724,336 at September 30, 2014 and December 31, 2013, respectively, and will expire in the years 2021 through 2031.

NOTE 13 – STOCK, OPTIONS AND WARRANTS

Stock

Effective September 23, 2014, the Company entered into and closed the transactions contemplated by a Share Exchange Agreement (the “Exchange Agreement”) with Investment Capital Fund Group, LLC Series 20, a Delaware limited liability company, organized as a Delaware Series Business Unit (“ICFG”) and the sole shareholder of ICFG, Sunset Brands, Inc., a Nevada corporation (“Sunset”).

Pursuant to the Exchange Agreement, we acquired 100% of the issued and outstanding voting shares and 99% of the issued and outstanding non-voting shares of ICFG in exchange for 62,678,872 shares of our restricted common stock (representing 42.3% of our post-closing common stock, based on 85,654,416 shares of common stock issued and outstanding immediately prior to the closing of the Exchange Agreement and 148,333,288 shares of common stock issued and outstanding immediately after the closing, provided that such shares have not been physically issued, or issued in book entry, to date). ICFG owns 52 Gem Assets – “52 Sapphires from the King and Crown of Thrones collection”, which have a total carat weight of 3,925.17, and have been appraised to have a Retail Replacement Value as of August 30, 2014 of $108,593,753 and a Fair Market Value (65% of the Retail Replacement Value) of $70,585,940, provided that we have since impaired such assets in the amount of $10,028,620, the value attributed to the shares of common stock agreed to be paid for such assets, and currently carry such assets on our books at $0 (the “Assets”), the rights to which and ownership of were acquired by the Company in connection with the closing of the Exchange Agreement.

The Company plans to use the Assets acquired as collateral to obtain additional funding.

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 is $3.00 per share and such options expire ten years after the grant date. One third of the options may be exercised respectively on the first, second and third anniversary of the grant date. The Company recorded the transaction as part of its recapitalization.

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

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

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

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 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 100%
-	Computed volatility ranging from 141% to 158%
-	Risk free rate from 1.48% to 1.78%
-	Expected term from 6.14 to 6.64

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

A summary of activity under the Employee Stock Plans for the periods ended September 30, 2014 and December 31, 2013 is presented below:

	Options	Weighted Average Exercise Price
Outstanding – December 31, 2012	2,000,000	$	3.00
Granted	-	$	-
Exercised	-	$	-
Forfeited or Expired	-	$	-
Distributed	-	$	-
Outstanding/exercisable – December 31, 2013	2,000,000	$	3.00
Granted	-	$	-
Exercised	-	$	-
Forfeited or Expired	-	$	-
Distributed	-	$	-
Outstanding/exercisable – September 30, 2014	2,000,000	$	0.10

The following table summarizes information about outstanding warrants at September 30, 2014 and December 31, 2013:

	Number Outstanding	Remaining Contractual Life in Years	Weighted Average Exercise Price
12/31/2013	20,300,000	6.80	$0.05
9/30/2014	20,300,000	6.42	$0.05

NOTE 14 – SUBSEQUENT EVENTS

Assignment of MotorMax Letter of Intent

On October 27, 2014, the Company entered into a First Amendment to and Assignment of Letter of Intent (the “Assignment”), pursuant to which Investment Capital Fund Group, LLC, a wholly-owned subsidiary of Sunset Brands, Inc. (“Sunset”), assigned all of its rights to Mint Leasing under a letter of intent between Sunset and the shareholders of Motors Acceptance Corporation, MotorMax Financial Services Corporation and MotorMax Auto Group, Inc. (collectively “MotorMax” and the “Letter of Intent”). Pursuant to the Letter of Intent, as amended by the Assignment, Mint Leasing agreed to pay a total of $30 million to the owners of MotorMax in consideration for 100% of MotorMax, of which $25 million (subject to net capital adjustments at closing) is payable in cash and $5 million is payable in stock; we agreed to provide proof of ability to raise the $25 million in cash by December 15, 2014; and agreed to close the transactions contemplated by the Letter of Intent, including our entry into a formal Securities Purchase Agreement with the owners of MotorMax, prior to January 15, 2015 (provided that MotorMax is required to maintain exclusivity with us through such date). The cash consideration payable in connection with the acquisition will be used to repay certain obligations of MotorMax other than certain credit facilities which will be assumed by the Company.

The closing of the transactions contemplated by the Letter of Intent are subject to among other things, us and the owners of MotorMax negotiating a mutually acceptable Securities Purchase Agreement, our due diligence, us raising adequate funding to complete the transaction, which may not be available on favorable terms, if at all, and the approval of the acquisition by our senior lender.

Sunset, which assigned us its rights under the Letter of Intent, was previously the owner of Investment Capital Fund Group, LLC Series 20, a Delaware limited liability company, organized as a Delaware Series Business Unit, which held various gem assets which we acquired pursuant to a Share Exchange Agreement in consideration for 62,678,872 shares of our restricted common stock on September 23, 2014.

MotorMax is a direct subprime automotive finance company located in Columbus, Georgia, with a 40 year history in consumer finance. MotorMax is currently originating approximately 1,200-1,500 automotive retail contracts per month. MotorMax consists of (1) a finance company (Motors Acceptance Corporation) which underwrites, finances and services all of the directly originated loans; (2) retail operations (MotorMax Auto Group, Inc.), which has sales operations in Georgia and Alabama where it operates nine dealerships; and (3) a consumer finance company (MotorMax Financial Services Corporation) licensed in Georgia, Alabama, South Carolina and Missouri.

Effective in October 2014, the Company issued 100,000 shares of its restricted common stock in consideration for certain computers to be acquired by the Company, provided that the Company currently contemplates cancelling these shares subsequent to the date of this report.

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.

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” and those set forth under “Risk Factors” in our Form 10-K Annual Report for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 31, 2014 (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;
	•	our ability to close future acquisitions and our ability to integrate such acquisitions (if closed) in the future;
	•	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. 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 $3.00 per share (provided the exercise price was reduced 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.

The Board of Directors approved a one-for-twenty reverse stock split (the “Reverse Stock Split”) with respect to shares of common stock outstanding as of July 16, 2008. Unless otherwise stated, all share amounts listed herein retroactively reflect the Reverse Stock Split.

As set forth in the Company’s Information Statement on Schedule 14C dated June 26, 2008, the Company adopted the Second Amended and Restated Articles of Incorporation and Amended Bylaws as of July 18, 2008. The Company further amended the Second Amended and Restated Articles of Incorporation on July 18, 2008 to change the Company’s name from Legacy Communications Corporation to The Mint Leasing, Inc., effective as of July 21, 2008.

Moody Bank Credit Facility

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.

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. At September 30, 2014, the outstanding balance on the Revolver was $234,886. Additionally, at September 30, 2014, we were in compliance with the covenants required by the Revolver.

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 related 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 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 a 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.

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 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.

Third Party Promissory Notes and Related Party Promissory Notes

The following table summarizes the credit facilities and promissory notes discussed above for the period ended September 30, 2014 and December 31, 2013:

	September 30, 2014			December 31, 2013

Credit facility - Moody Bank	$	244,593		$	783,049
Credit facility – MNH Holdings		8,008,335			9,300,000
Convertible note payable – KBM Worldwide		158,500			-
Debt discount		(111,348	)		-
Promissory notes		782,000			712,000
Total notes payable	$	9,082,080		$	10,795,049

KBM Worldwide, Inc. Convertible Note

On July 9, 2014, the Company sold KBM Worldwide, Inc. (the “Investor” or “KBM Worldwide”) 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, 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 is also subject to dilutive protection as provided in the Convertible Note.

The Convertible Note also provided for anti-dilution rights in the event the Company issued or sold, except for certain limited exceptions, shares of the Company’s common stock. Pursuant to an amendment to the Convertible Note entered into on October 27, 2014, the provisions of the note relating to anti-dilution for future issuances was removed from the Convertible Note.

The Company plans to repay the loan prior to any conversion.

Jerry Parish Loans

Recent Developments

Share Exchange

Effective September 23, 2014, we entered into and closed the transactions contemplated by a Share Exchange Agreement (the “Exchange Agreement”) with Investment Capital Fund Group, LLC Series 20, a Delaware limited liability company, organized as a Delaware Series Business Unit (“ICFG”) and the sole shareholder of ICFG, Sunset Brands, Inc., a Nevada corporation (“Sunset”).

Pursuant to the Exchange Agreement, we acquired 100% of the issued and outstanding voting shares and 99% of the issued and outstanding non-voting shares of ICFG in exchange for 62,678,872 shares of our restricted common stock (representing 42.3% of our post-closing common stock, based on 85,654,416 shares of common stock issued and outstanding immediately prior to the closing of the Exchange Agreement and 148,333,288 shares of common stock issued and outstanding immediately after the closing). ICFG owns 52 Gem Assets – “52 Sapphires from the King and Crown of Thrones collection”, which have a total carat weight of 3,925.17, and have been appraised by a Gemological Institute of America Inc. (GIA) graduate gemologist, to have a Retail Replacement Value as of August 30, 2014 of $108,593,753 and a Fair Market Value (65% of the Retail Replacement Value) of $70,585,940, provided that we have since impaired such assets in the amount of $10,028,620, the value attributed to the shares of common stock agreed to be paid for such assets, and currently carry such assets on our books at $0 (the “Assets”), the rights to which and ownership of were acquired by the Company in connection with the closing of the Exchange Agreement.

The King and Crown of Thrones collection relates to a collection of cut and polished stones which are believed to have originally decorated the Khajuraho Group of Monuments/Temples, which are a group of Hindu and Jain temples located in Madhya Pradesh, India. The collection dates back to between 801-1030 A.D.

The Assets have a current book value on the balance sheet of the Company, as of the date of this filing of $0.

The beneficial owner (i.e., the person with investment and dispositive control) of the shares acquired by Sunset is J. Bert Watson, Sr., its Chairman.

MotorMax Letter of Intent

On October 27, 2014, we entered into a First Amendment to and Assignment of Letter of Intent (the “Assignment”), pursuant to which Investment Capital Fund Group, LLC, a wholly-owned subsidiary of Sunset, assigned all of its rights to us under a letter of intent between Investment Capital Fund Group, LLC and the shareholders of Motors Acceptance Corporation, MotorMax Financial Services Corporation and MotorMax Auto Group, Inc. (collectively “MotorMax” and the “Letter of Intent”). Pursuant to the Letter of Intent, as amended by the Assignment, we agreed to pay a total of $30 million to the owners of MotorMax in consideration for 100% of MotorMax, of which $25 million (subject to net capital adjustments at closing) is payable in cash and $5 million is payable in stock; we agreed to provide proof of ability to raise the $25 million in cash by December 15, 2014; and agreed to close the transactions contemplated by the Letter of Intent, including our entry into a formal Securities Purchase Agreement with the owners of MotorMax, prior to January 15, 2015 (provided that MotorMax is required to maintain exclusivity with us through such date). The cash consideration payable in connection with the acquisition will be used to repay certain obligations of MotorMax other than certain credit facilities which will be assumed by the Company.

Option Agreement

Effective October 27, 2014, the Company was assigned rights under an Option Agreement between Pat Kat Investments, LLC, which is controlled by Gene Smith, and Victor Garcia, a significant shareholder of the Company. Pursuant to the Option Agreement, the Company has the right to acquire (a) 30,000,000 shares of the restricted common stock of the Company held by Mr. Garcia; and (b) any and all interest, if any, held by Mr. Garcia in (i) The Mint Leasing South, Inc., a Texas corporation; (ii) The Mint Leasing North, Inc., a Texas corporation; and (iii) The Mint Leasing, Inc., a Texas corporation in consideration for $1,000,000, which Option Agreement is exercisable at any time prior to November 2014, but the Company plans to seek an extension (the "Option Agreement").

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

Throughout the remainder of the 2014 fiscal year, we plan to continue investigating opportunities to support our long-term growth initiatives (including through the acquisition of MotorMax, funding permitting, as described above). 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 repay existing liabilities and 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 we believe that the cash flow from our current lease portfolio is sufficient to service the Company’s debts and expenses (assuming the continued renewal/extension of our outstanding credit facilities described above and assuming we are able to obtain loans from third parties and Mr. Parish as needed), we may not generate sufficient excess cash to allow the Company to repay existing liabilities and/or we may not be able to enter into enough new leases to generate a profit.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2013

For the three months ended September 30, 2014, total revenues were $1,411,801 compared to $1,219,748 for the three months ended September 30, 2013, an increase in total revenues of $192,053 or 16% from the prior period. Revenues from sales-type leases, net, increased $443,233 or 57% to $1,215,488 for the three months ended September 30, 2014, from $772,255 for the three months ended September 30, 2013. Revenues from amortization of unearned income related to sales-type leases decreased $251,180 or 56% to $196,313 for the three months ended September 30, 2014, from $447,493 for the three months ended September 30, 2013. The increase in revenues from sales-type leases, net, was principally due to the increased availability of internally-generated funds to acquire new leases and the re-lease of returned vehicles during the three months ended September 30, 2014 compared to the prior period. The higher funds availability resulted from better terms on our refinanced debt discussed above. The decrease in revenues from amortization of unearned income related to sales-type leases was principally due to fewer active leases on the books and 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 $1,140,455 or 150% to $1,902,586 for the three months ended September 30, 2014, as compared to $762,131 for the three months ended September 30, 2013. Cost of revenues increased as a result of more purchases of vehicles for new leases and higher costs of reacquiring vehicles returning from terminating leases.

Gross profit decreased $948,402 to a loss of $490,785 for the three months ended September 30, 2014 compared to a gross profit of $457,617 for the three months ended September 30, 2013. The 207% decrease in gross profit was due to the 150% increase in cost of revenues offset by the 16% increase in revenues.

Gross profit as a percentage of revenue decreased from positive 37% for the three months ended September 30, 2013, to a negative 35% for the three months ended September 30, 2014.

General and administrative expenses were $857,552 and $743,437, for the three months ended September 30, 2014 and September 30, 2013, respectively, constituting an increase of $114,115 or 15% from the prior period. The increase in general and administrative expenses was mainly associated with higher advertising expenses and higher consulting fees for the three months ended September 30, 2014 versus the prior period.

Total other expense was $11,072,916 and $646,596, for the three months ended September 30, 2014 and September 30, 2013, respectively, an increase of $10,426,3211 or 1,612% from the prior period, which included an increase in non-cash derivative losses of $800,000, or 100% for the three months ended September 30, 2014, an increase in non-cash impairment expense of $10,028,620, or 100% for the three months ended September 30, 2014, and an increase in non-cash interest due to debt discount of $47,152, or 100% for the three months ended September 30, 2014, partially offset by a decrease in interest expense of $319,687 or 52% to $300,295 for the three months ended September 30, 2014, compared to $619,982 for the three months ended September 30, 2013 and an increase of $129,765 in other income to $103,151 for the three months ended September 30, 2014, compared to other expense of negative $26,614 for the three months ended September 30, 2013. The derivative loss is a non-cash expense related to the mark-to-market of the liability associated with the warrants issued in connection with the MNH debt discussed above. During the period ended September 30, 2014, we recorded an asset impairment charge of $10,028,620 related to our acquisition of Investment Capital Fund Group, LLC Series 20. The impairment charge was based on our recognition of the book value at $0 as of September 23, 2014, compared to the consideration given of $10,028,620 on September 23, 2014. The interest expense on debt discount is a non-cash expense related to the KBM financing described above. The decrease in interest expense was due to lower outstanding principal balances on our credit facilities during the period, partially offset by higher interest rates on such facilities.

The Company had a net loss for the three months ended September 30, 2014 of $12,421,253 compared to a net loss of $932,416 for the three months ended September 30, 2013. This increase of $11,488,837 or 1,232% in net loss was primarily due to accounting for non-cash derivative losses, impairment expense and amortization debt discount (as described above), and by lower gross margins, and higher general and administrative expense, partially offset by lower interest expense and higher other income.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2013

For the nine months ended September 30, 2014, total revenues were $5,668,175, compared to total revenues of $5,672,455, for the nine months ended September 30, 2013, a decrease in total revenues of $4,280, less than 1% from the prior period. Revenues from sales-type leases, net increased $628,851 or 16% to $4,635,098 for the nine months ended September 30, 2014, from $4,006,247 for the nine months ended September 30, 2013. Revenues from amortization of unearned income related to sales-type leases decreased $633,131 or 38% to $1,033,077 for the nine months ended September 30, 2014, from $1,666,208 for the nine months ended September 30, 2013. The increase in revenues from sales-type leases, net, was principally due to the higher availability of internally-generated funds and revenues from re-leased vehicles returned from terminated leases during the nine months ended September 30, 2014 compared to the prior period. The higher availability of funds to enter into new sales-type leases is due to lower payments on our credit facilities with senior lenders during the nine months ended September 30, 2014, as compared to the nine months ended September 30, 2013. The decrease in revenues from amortization of unearned income related to sales-type leases was principally due to fewer outstanding leases due to higher than normal early lease terminations and 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 $52,662 or 1% to $5,020,702 for the nine months ended September 30, 2014, as compared to $4,968,040 for the nine months ended September 30, 2013. Cost of revenues increased as a result of higher costs associated with early lease terminations, partially offset by our ability to negotiate better pricing on vehicle purchases for new leases.

Gross profit decreased $56,942 to $647,473 for the nine months ended September 30, 2014 compared to gross profit of $704,415 for the nine months ended September 30, 2014. The 8% decrease in gross profit was due to the 8% increase in total cost of revenues offset by the less than 1% increase in total revenues.

General and administrative expenses were $1,930,605 and $2,051,663, for the nine months ended September 30, 2014 and September 30, 2013, respectively, constituting a decrease of $121,058 or 6% from the prior period. The decrease in general and administrative expenses was mainly associated with higher one-time legal, accounting, and consulting expenses associated with attempting to secure new financing in the prior period as well as better control of overhead expenses.

Total other expense was $14,065,007 and $1,448,014, for the nine months ended September 30, 2014 and September 30, 2013, respectively, an increase of $12,616,993 or 871% from the prior period, which included a non-cash increase in loss on derivatives to $3,266,500 for the nine months ended September 30, 2014, compared to $0 for the nine months ended September 30, 2013, an increase in non-cash impairment expense of $10,028,620, compared to $0 for the nine months ended September 30, 2013, an increase in non-cash interest from debt discount of $47,152, compared to $0 for the nine months ended September 30, 2013, partially offset by a decrease of $563,433 or 41% in interest expense to $825,885 for the nine months ended September 30, 2014, compared to $1,389,318 for the nine months ended September 30, 2013, and other income of $103,151 for the nine months ended September 30, 2014 compared to other expense of $58,696 for the nine months ended September 30, 2013. The loss on derivatives is a non-cash expense related to the mark-to-market of the liability associated with the warrants issued in connection with the MNH debt discussed above. During the period ended September 30, 2014, we recorded an asset impairment charge of $10,028,620 related to our acquisition of Investment Capital Fund Group, LLC Series 20. The impairment charge was based on our recognition of the book value at $0 as of September 23, 2014, compared to the consideration given of $10,028,620 on September 23, 2014. The interest expense on debt discount is a non-cash expense related to the KBM financing described above. The decrease in interest expense for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, was due to lower overall loan balances on senior debt, partially offset by a higher interest rate applied to the outstanding balance on the senior debt.

The Company had a net loss for the nine months ended September 30, 2014 of $15,348,138 compared to a net loss of $2,795,262 for the nine months ended September 30, 2013. This increase of $12,552,876 in net loss was primarily due to accounting for the non-cash derivative losses, impairment expense and amortization debt discount (as described above), and by lower gross margin on slightly lower revenues, partially offset by lower general and administrative expense, and by lower interest expense and higher other income.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $15,748,161 as of September 30, 2014, which included cash and cash equivalents of $106,959, investment in sales-type leases, net of unearned income and allowance for loss, of $14,664,814, vehicle inventory of $968,900, net property and equipment of $400, and other assets of $7,088.

We had total liabilities as of September 30, 2014 of $16,511,716, which included $506,557 of accounts payable and accrued liabilities, $9,082,080 of amounts due under our credit facilities with senior lenders and third parties (described in greater detail above under “Moody Bank Facility”, “MNH Loan Agreement”, “KBM Worldwide, Inc. Convertible Note” and “Third Party Promissory Notes and Related Party Notes”), $5,200,000 of derivative liability (described in Note 8 to the financial statements attached hereto), and $1,723,079 of notes payable to related parties, discussed below.

We generated $873,906 in cash from operating activities for the nine months ended September 30, 2014, which was due to proceeds from collections and reductions of net investment in sales-type leases of $3,688,673, and non-cash charges for the period that included stock-based compensation of $177,183, loss on equity modification of $169,781, imputed interest on related party notes of $39,659, debt discount amortization of $47,152, loss on derivative of $3,266,500, and loss on impairment of acquired asset of $10,028,620, all of which contributed positively to the cash provided by operating activities, offset by net loss of $15,348,138, an increase in inventory of $468,937, a decrease in accounts payable and accrued expenses of $628,444, a non-cash change in bad debt expense of $100,715, and an increase in other assets of $2,459.

Our cash balance was not affected by investing activities for the nine months ended September 30, 2014 and September 30, 2013.

We had $1,089,742 of net cash used in financing activities for the nine months ended September 30, 2014, which was due to $1,830,121 of payments on credit facilities, offset by $228,500 of net proceeds from new borrowings from third parties and $684,000 in new debt from related parties partially offset by $172,121 in payments on loans from related parties.

The Company’s credit facilities and third party notes are described in greater detail above under “Moody Bank Facility”, “MNH Loan Agreement”, “KBM Worldwide, Inc. Convertible Note” and “Third Party Promissory Notes and Related Party Notes”.

The Company has notes payable to Jerry Parish, Victor Garcia, and a partnership which is owned by the Company’s two majority shareholders (Mr. Parish and Mr. Garcia) through its wholly-owned subsidiary, Mint Texas. The amounts outstanding as of September 30, 2014 and December 31, 2013 were $1,723,079 and $1,211,200, respectively. These notes payable are non-interest bearing and due upon demand. The Company imputed interest on these notes payable at a rate of 8.75% per year. During the period ended September 30, 2014, net borrowings of $511,879 were made between the shareholders and the Company. Interest expense of $39,659 and $26,992 was recorded as contributed capital for the nine months ended September 30, 2014 and 2013, 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 borrow funds from third parties and Mr. Parish as needed and assuming we are able 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 September 30, 2014. 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, 2013, filed with the Commission on March 31, 2014, except as discussed below, and investors are encouraged to review such risk factors and the risk factors below prior to making an investment in the Company.

Our Planned Acquisition Of MotorMax May Not Be Completed Which Could Adversely Affect Our Business And Results Of Operations.

As described in greater detail above under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – “ Recent Events ” – “MotorMax Letter of Intent”, we have been assigned rights under a Letter of Intent, pursuant to which, upon execution of a definitive Securities Purchase Agreement, we will have rights to acquire MotorMax for $30 million, which includes $25 million payable in cash, which funds we hope to raise from the sale of securities offered pursuant to a registration statement we have filed with the Securities and Exchange Commission, pursuant to which we hope to sell 70 million shares of our common stock at $0.60 per share (with registration statement is not yet effective), and $5 million payable in stock. The MotorMax Acquisition is subject to among other things, us and MotorMax entering into a definitive Stock Purchase Agreement on mutually agreeable terms, which pursuant to the MotorMax LOI is required to occur prior to January 15, 2015. In the event we are unable to raise sufficient funding for the MotorMax Acquisition, either due to our failure to obtain timely effectiveness of the registration statement or to raise sufficient funding in the proposed public offering, or otherwise, are unable to agree to mutually acceptable terms for such Stock Purchase Agreement, or the MotorMax Acquisition is not completed for any other reason, our anticipated business and results of operations could be adversely affected and there is no guarantee that we could subsequently acquire equally attractive assets or operations. Furthermore, any and all expenses we have incurred in connection with the negotiation of such transaction and the preparation of such Stock Purchase Agreement through such termination date may adversely affect our working capital. Our failure to complete the MotorMax Acquisition on favorable terms could cause the value of our securities to decline in value or become worthless.

While The Terms And Conditions Of Our Share Exchange Agreement With Sunset Have Been Agreed To Between The Parties And We Believe Such Transaction Has Officially Closed, Neither Party Has Yet Delivered The Consideration Due Pursuant To Such Share Exchange Agreement.

As described above under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – “ Recent Events ” – “Share Exchange”, in September 2014, we entered into an Exchange Agreement, whereby we agreed to exchange 62,678,872 shares of our restricted common stock with Sunset in consideration for ownership rights to an entity which owned 52 Gem Assets – “52 Sapphires from the King and Crown of Thrones collection”, which have a total carat weight of 3,925.17. While the Exchange Agreement has been executed by both parties and we believe the transactions contemplated by such agreement have “closed” to date and that both parties are fully obligated to perform under the agreement, we have yet to deliver the shares due to Sunset and Sunset has yet to deliver us physical possession of the gemstones. Notwithstanding the above, we believe in good faith that the failure of each party to deliver the consideration due in connection with the Exchange Agreement is solely due to desire of such parties to meet face-to-face with consideration in hand to complete the transaction, which has been unable to be scheduled to date.

We Will Need Additional Capital To Complete Our Proposed Acquisition of MotorMax And Our Ability To Obtain The Necessary Funding Is Uncertain. Additionally, We Will Need To Mutually Agree On Final Terms Of A Securities Purchase Agreement To Complete the MotorMax Acquisition, Which Terms The Parties May Be Unable To Agree Upon.

As described in greater detail below under ““Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – “ Recent Events ” – “MotorMax Letter of Intent”, we have obtained rights under a Letter of Intent relating to the acquisition of MotorMax, but will need at least $25 million of additional funding to complete such acquisition. Furthermore, we will need to raise a minimum of approximately $35.4 million through our planned public offering of securities at $0.60 per share, which registration statement relating thereto has not been declared effective by the SEC and may not be timely effective in order to acquire MotorMax. We may be unable to timely obtain effectiveness of the registration statement relating to our public offering, may be unable to sell shares at $0.60 per share and may be unable to raise sufficient funding in the offering to complete the MotorMax acquisition, which is required to close by January 15, 2015, unless such date is further extended by the parties, and sufficient funding for such acquisition may not be available on favorable terms, if at all. Additionally, the closing of the transactions contemplated by the Letter of Intent with MotorMax is subject to among other things, us and the owners of MotorMax negotiating a mutually acceptable Securities Purchase Agreement, our due diligence, and the approval of the acquisition by our senior lender. If we are unable to raise sufficient funding to complete the MotorMax acquisition, are unable to enter into a mutually agreeable Securities Purchase Agreement, are unable to obtain favorable results of our due diligence, or are unable to obtain the consent of our senior lender, such transaction will not be completed. The acquisition of MotorMax represents a significant business opportunity for us and, if we fail to complete the MotorMax acquisition or the acquisition is not successful, our anticipated business, results of operations and the value of our securities could be adversely affected.

Assuming Such Acquisition Is Completed, The Acquisition Of MotorMax May Not Be Successful And May Adversely Affect Our Financial Results.

The negotiation of a definitive Securities Purchase Agreement with MotorMax pursuant to the terms of the Letter of Intent, and/or the operations of MotorMax, if such pending acquisition of MotorMax is completed, may require significant managerial attention, which may divert management from our other activities and may impair the operation of our existing business. Additionally, the acquisition of MotorMax, assuming such acquisition is completed, could entail a number of additional risks, including:

•	the failure to successfully integrate the acquired business or facilities of MotorMax into our operations;

•	incurring significantly higher than anticipated capital expenditures and operating expenses;

•	disrupting our ongoing business;

•	dissipating our management resources;

•	failing to maintain uniform standards, controls and policies;

•	the inability to maintain key pre-acquisition business relationships;

•	loss of key personnel of MotorMax;

•	exposure to unanticipated liabilities; and

•	the failure to realize efficiencies, synergies and cost savings.

The consolidation of our operations with the operations of MotorMax, including the consolidation of systems, procedures, personnel and facilities, the relocation of staff, and the achievement of anticipated cost savings, economies of scale and other business efficiencies, presents significant challenges to our management. Fully integrating MotorMax into our operations, assuming we are able to successfully acquire MotorMax, may take a significant amount of time. We may not be successful in overcoming these risks or any other problems encountered with such acquisition. To the extent we do not successfully avoid or overcome the risks or problems related to such acquisition, our results of operations and financial condition could be adversely affected.

The KBM Worldwide, Inc. Convertible Note is convertible into shares of our common stock at a discount to market.

The conversion price of the outstanding convertible note held by KBM Worldwide, Inc. in the amount of $158,500 (the “Convertible Note”) is 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%). As a result, any conversion of the Convertible Note and sale of shares of common stock issuable in connection with the conversion thereof will likely cause the value of our common stock, if any, to decline in value, as described in greater detail under the Risk Factors below. Notwithstanding the above, we plan to repay the Convertible Note in full before any conversions take place.

The issuance and sale of common stock upon conversion of the Convertible Note may depress the market price of our common stock.

If sequential conversions of the Convertible Note and sales of such converted shares take place, the price of our common stock may decline, and as a result, the holder of the Convertible Note will be entitled to receive an increasing number of shares in connection with its conversions, which shares could then be sold in the market, triggering further price declines and conversions for even larger numbers of shares, to the detriment of our investors. The shares of common stock which the Convertible Note is convertible into may be sold without restriction pursuant to Rule 144. As a result, the sale of these shares may adversely affect the market price, if any, of our common stock.

In addition, the common stock issuable upon conversion of the Convertible Note may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. The Convertible Note will be convertible into shares of our common stock at a discount to market of 39% of the three lowest trading prices of the Company’s common stock on the ten trading days before any conversion, and such discount to market provides the holder with the ability to sell their common stock at or below market and still make a profit. In the event of such overhang, the note holder will have an incentive to sell their common stock as quickly as possible. If the share volume of our common stock cannot absorb the discounted shares, then the value of our common stock will likely decrease. Notwithstanding the above, we plan to repay the Convertible Note in full before any conversions take place.

The issuance of common stock upon conversion of the Convertible Note will cause immediate and substantial dilution.

The issuance of common stock upon conversion of the Convertible Note will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Convertible Note may ultimately receive and sell the full amount of shares issuable in connection with the conversion of such Convertible Note. Although the Convertible Note may not be converted if such conversion would cause the holder thereof to own more than 4.99% of our outstanding common stock, this restriction does not prevent the holder of the Convertible Note from converting some of its holdings, selling those shares, and then converting the rest of its holdings, while still staying below the 4.99% limit. In this way, the holder of the Convertible Note could sell more than this limit while never actually holding more shares than this limit allows. If the holder of the Convertible Note chooses to do this, it will cause substantial dilution to the then holders of our common stock. Notwithstanding the above, we plan to repay the Convertible Note in full before any conversions take place.

The continuously adjustable conversion price feature of the Convertible Note could require us to issue a substantially greater number of shares, which may adversely affect the market price of our common stock and cause dilution to our existing stockholders.

Our existing stockholders will experience substantial dilution of their investment upon any conversion of the Convertible Note. The Convertible Note is convertible into shares of common stock at a conversion price equal to 39% of the three lowest trading prices of the Company’s common stock on the ten trading days before any conversion. As a result, the number of shares issuable could prove to be significantly greater in the event of a decrease in the trading price of our common stock, which decrease would cause substantial dilution to our existing stockholders. As sequential conversions and sales take place, the price of our common stock may decline, and if so, the holder of the Convertible Note would be entitled to receive an increasing number of shares, which could then be sold, triggering further price declines and conversions for even larger numbers of shares, which would cause additional dilution to our existing stockholders and would likely cause the value of our common stock to decline.

The continuously adjustable conversion price feature of our Convertible Note may encourage the holder of the Convertible Note to sell short our common stock, which could have a depressive effect on the price of our common stock.

The Convertible Note is convertible into shares of our common stock at a conversion price equal to 39% of the three lowest trading prices of the Company’s common stock on the ten trading days before any conversion. The significant downward pressure on the price of our common stock as the holder of the Convertible Note converts and sells material amounts of our common stock could encourage investors to short sell our common stock. This could place further downward pressure on the price of our common stock. In addition, not only the sale of shares issued upon conversion of the Convertible Note, but also the mere perception that these sales could occur, may adversely affect the market price of our common stock. Notwithstanding the above, we plan to repay the Convertible Note in full before any conversions take place.

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

On July 9, 2014, we sold KBM Worldwide, Inc. a Convertible Promissory Note in the principal amount of $158,500 pursuant to a Securities Purchase Agreement, dated the same day.

The issuance described above was exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Act” or the “Securities Act”) 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 was an “accredited investor”. 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 issuances and the Company paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain 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.

As described above under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – “ Recent Events ” – “Share Exchange”, in connection with the Exchange Agreement, the Company agreed to issue 62,678,872 shares of common stock to Sunset.

Effective September 22, 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.

On October 23, 2014, MNH exercised 100,000 of its Warrants (described in greater detail above under “Item 2. Management’s Discussion and Analysis or Plan of Operations” – “Corporate History” – "MNH Loan Agreement") , 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. On November 6, 2014, the Company issued the 84,256 shares to MNH in connection with such exercise. All of the shares of common stock issuable upon exercise of the Warrants were exempt from registration pursuant to an exemption from registration afforded by Section 3(a)(9) of the Securities Exchange Act of 1934, as amended.

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.

The Company claims an exemption from registration for such issuances and grant described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act since the foregoing issuances and grant did not involve a public offering, the recipients took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipients were either (a) 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 transactions described above, no general solicitation was made either by us or by any person acting on our behalf. The transactions were privately negotiated. No underwriters or agents were involved in the foregoing issuance or grant and the Company paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificate(s) evidencing the securities contain an appropriate legend stating that such securities have not been registered under the 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: November 18, 2014
	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

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)
10.1(1)	Agreement and Plan of Reorganization among Legacy Communications Corporation, The Mint Leasing, Inc., a Texas corporation, and the shareholders of the Mint Leasing, Inc., dated July 18, 2008 (without Exhibits).
10.2(1)	Stock Purchase Agreement between Legacy Communications Corporation and Three Irons, Inc. dated July 18, 2008.
10.3(1)	Employment Agreement between The Mint Leasing, Inc. and Jerry Parish dated July 10, 2008 assumed by The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation)
10.4(1)	Form of Indemnification Agreements between The Mint Leasing, Inc. (f/k/a Legacy Communications Corporation) and each of Jerry Parish, Michael Hluchanek, and Kelley V. Kirker
10.5(4)	Modification, Renewal and Extension Agreement with Sterling Bank
10.6(5)	Modification Agreement with Sterling Bank
10.7(5)	Third Renewal, Extension and Modification Agreement with Moody Bank
10.8(6)	Securities Purchase Agreement
10.9(6)	Convertible Promissory Note
10.10(6)	First Amendment to Employment Agreement with Jerry Parish
10.11(7)	Amendment No. 1 to Convertible Promissory Note with Asher Enterprises, Inc.
10.12(8)	Fourth Renewal, Extension and Modification Agreement with Moody Bank
10.13(8)	March 2012 Extension Agreement with Comerica Bank
10.14(9)	$100,000 Promissory Note with Pamela Kimmel (December 6, 2011)
10.15(9)	$100,000 Promissory Note with Pablo J. Olivarez (November 28, 2011)
10.16(9)	$220,000 Promissory Note with Sambrand Interests, LLC (February 2, 2012)
10.17(9)	$250,000 Promissory Note with Sambrand Interests, LLC
10.18(9)	Form of Company Dealer Agreement
10.19(9)	Second Amendment to Employment Agreement
10.20(10)	Fifth Renewal, Extension and Modification Agreement with Moody Bank (March 2013)
10.21(10)	$320,000 Promissory Note with Sambrand Interests, LLC (February 2013)
10.22(11)	Settlement Agreement between Comerica Bank, the Company, Jerry Parish, and Victor M. Garcia (November 19, 2013)
10.23(11)	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(11)	Amended and Restated Secured Promissory Note (Term Loan) - In Favor of MNH Management, LLC (November 19, 2013)
10.25(11)	Personal Guaranty of Jerry Parish (November 19, 2013)
10.26(11)	Collateral Assignment of Leases (November 19, 2013)
10.27(11)	Pledge and Security Agreement (November 19, 2013)
10.28(11)	Securities Issuance Agreement (November 19, 2013)
10.29(13)	Sixth Renewal, Extension and Modification Agreement with Moody Bank (April 2014)
10.30(15)	Promissory Note – The Mint Leasing, Inc. as borrower and Jerry Parish as lender (July 22, 2014)
10.31(16)	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(17)	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
10.30(14)	$240,000 Promissory Note – The Mint Leasing, Inc. as borrower and Jerry Parish as lender (July 22, 2014)

14.1(10)	Code of Ethics dated July 18, 2008
21.1(12)	Subsidiaries

31*	Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32***	Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herein.

*** Furnished herein.

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

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

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

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

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

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

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

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

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

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

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

(12) Filed as an exhibit to the Company’s Form 10-K, filed with the Commission on March 31, 2014, and incorporated herein by reference.

(13) Filed as an exhibit to the Company’s Form 10-Q, filed with the Commission on May 15, 2014, and incorporated herein by reference.

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

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

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

(17) 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.

** 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.