UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


(Mark
One)





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2008





[  ]
            TRANSITION
      REPORT UNDER 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 small business issuer as specified in its charter)





NEVADA
                  87-0579824(State
      or other jurisdiction of

                      incorporation
      or organization)
                  (IRS
      Employer Identification
      No.)





323 N. Loop West, Houston,
Texas, 77008


(Address
of principal executive offices)





(713)
665-2000


(Registrant's
telephone number)





Securities
registered under Section 12(b) of the Exchange Act:





NONE





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $.001 par value per share


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [  ]  No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes [  ] No
[X]





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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]





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





Large
      accelerated filer  [ ]
            Accelerated
      filer[ ]Non-accelerated
      filer   [ ]
            Smaller
      reporting company  [X]


(Do not
check if a smaller  reporting company)





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





The
issuer's revenues for the most recent fiscal year ended December 31, 2008 were
$48,161,590.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing value of the Registrant's
common stock on June 30, 2008, was approximately $188,743.





As of
March 31, 2009, the issuer had 82,079,504 shares of common stock, $0.001 par
value per share outstanding.




Documents
Incorporated by Reference: NONE





Transitional
Small Business Disclosure Format: Yes [   ] No [X]





THE
MINT LEASING, INC.


FORM
10-K


YEAR
ENDED DECEMBER 31, 2008


INDEX





Part
I





Item
      1. Business
            4Item
      1A. Risk Factors
            11Item
      2. Properties
            17Item
      3. Legal Proceedings
            17Item
      4. Submission of Matters to a Vote of Security Holders
            17





Part
II




Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
            18Item
      6. Selected Financial Data
            20Item
      7. Management's Discussion and Analysis or Plan of
    Operation
            20Item
      8. Financial Statements and Supplementary Data
            F-1Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            24Item
      9A. Controls and Procedures
            24Item
      9B. Other Information
            25





Part
III





Item
      10. Directors, Executive Officers and Corporate Governance
            26Item
      11. Executive Compensation
            29Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
            32Item
      13. Certain Relationships and Related Transactions
            33Item
      14. Principal Accountant Fees and Services
            33




Part
IV





Item
      15. Exhibits, Financial Statement Schedules
            34





PART
I





ITEM 1.
BUSINESS





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





CERTAIN
STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K (THIS "FORM 10-K"), INCLUDING
STATEMENTS UNDER "ITEM 1. BUSINESS," AND "ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS", CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT
NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE
OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD",
OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR
COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OF THE MINT LEASING, INC. (THE "COMPANY", “MINT”, “MINT
LEASING,” "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K, UNLESS ANOTHER DATE IS
STATED, ARE TO DECEMBER 31, 2008.





Corporate
History:





The Mint
Leasing, Inc. 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 (“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, Mint Nevada issued 70,650,000 shares of common stock,
2,000,000 shares of Series B Convertible Preferred stock to the selling
stockholders and owners of Mint Texas.   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.





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 affect
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.


-4-


On
February 17, 2009, we entered into an Engagement Agreement with Triumph Global
Securities, Ltd. (“Triumph” and the “Engagement Agreement”).  Pursuant to
the Engagement Agreement, we agreed that Triumph would be our exclusive
financial advisor and placement agent.





Effective
in July 2008, the Company designated Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock, as described in greater detail
below.





On or
around January 6, 2009, the Company, entered into a renewal of its $33,000,000
line of credit facility with Sterling Bank of Houston, Texas (“Sterling
Bank”).  As of December 31, 2008, our outstanding balance under the
credit facility, which bears interest at the prime rate plus 1.5%, subject to a
floor of 5.25%, was $33,000,000, and as such, the Company is unable to borrow
any additional amount under the credit facility as of the date of this
filing.  The repayment of the credit facility is secured by a security
interest over substantially all of the Company’s assets and leases, the personal
guaranty of our Chief Executive Officer and Chairman, Jerry Parish and our
Director, Victor Garcia, as well as $1,000,000 life insurance policies on Mr.
Parish and Mr. Garcia.  Payments of interest and principal are due
under the line of credit, beginning in May 2009, with the entire remaining
balance of the line of credit due and payable on October 2, 2009.  Any
amounts not paid under the line of credit when due accrue interest at the rate
of 18% per annum. While the line of credit has been extended and increased by
Sterling Bank in the past, there can be no assurance that Sterling Bank will
agree to further extend or increase the line of credit.





Our
credit facility with Sterling Bank, requires us to comply with certain
affirmative and negative covenants customary for restricted indebtedness,
including covenants requiring that: our statements, representations and
warranties made in the credit facility and related documents are correct and
accurate; if Jerry Parish, our Chief Executive Officer and Chairman fails to own
at least 50% of the ownership of the Company; the death of either of the
guarantors of the credit facility, Jerry Parish or Victor Garcia; the
termination of the employment of Mr. Parish; or the transfer of any ownership
interest of Mint Texas without the approval of Sterling Bank.


-5-


Description
of Business:





Mint
Leasing 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 six other states in the Southeast. Despite this, Mint Leasing has
partnerships with more than 150 dealerships within 17 states. The credit
analysts at Mint Leasing review every deal individually, refusing to depend on a
target “beacon score” to determine authorization for each deal and instead
relying on a common-sense approach for deal approval.





Lease
transactions are solicited and administered by the Company’s sales force and
staff. Mint’s customers are primarily comprised of brand-name automobile dealers
that seek to provide leasing options to their customers, many of whom would
otherwise not have the opportunity to acquire a new or late-model-year
vehicle.





The
Industry





Because
the ability to lease a car provides the average consumer with additional
purchase options, the automobile leasing industry is rapidly expanding. The
option to lease a vehicle is attractive to many consumers based upon poor credit
history or lack of financial buying power.





The
Company believes that as an economic investment, the automobile leasing industry
is virtually “recession proof” – i.e., in a “down market”, leasing is an
attractive option due to limited credit of potential customers for new cars.
Additionally, in times of growth, the tax advantages can outweigh the purchase
options for vehicles for many consumers.





Marketing and
Promotion





The
Company’s sales are principally accomplished through the Company’s sales force,
which includes seven full-time employees. The Company’s primary marketing and
sales strategy is to market to established repeat customers, most of whom are
automobile dealers.





Strategic
Partnerships





Mint
Leasing currently offers leasing options with all major automobile
manufacturers.





Industry
Segment





With the
average cost of new cars rising annually, it is becoming increasingly vital for
consumers to understand the alternative financing options at their disposal.
This is one of the core missions of Mint Leasing – to educate the average
consumer about financing alternatives. It is imperative that consumers
understand that by choosing to lease the vehicle, rather than purchase, they may
reduce their risk and save money. Mint Leasing believes it provides consumers
with the best of both worlds – the ability to drive their dream car, without
having to spend more than they can afford. With car and housing prices at all
time highs over the past decade, the auto leasing industry has increased in
popularity.





Many
consumers are choosing to lease vehicles due to a significant decline in their
disposable incomes. During this decline, the Internal Revenue Service (“IRS”)
made substantial changes to the tax structures associated with the purchasing
and leasing of vehicles. These changes included the elimination of many tax
deductions associated with purchasing a car (some of which the new
administration has recently taken steps to re-implement), and the inclusion of
many tax deductions for leasing. Thus, the IRS has recently provided tax
benefits to the lessee that were not available to an owner of an automobile,
which have partially led to the increase in leases in the future. Since those
tax laws were changed, leasing has enjoyed a steady increase in popularity over
the past decade, the popularity of which has only recently declined as a result
of the recent credit crunch and economic downturn.   However, as
stated below, the Company believes that its leasing options, which appeal to
those consumers who are unable to obtain a traditional dealership lease will be
positively affected by the recent decline in dealer leases and leasing
options.


-6-


The
Benefits of an Auto Lease





Mint
Leasing maintains two significant, distinct client sectors – (1) The Franchise
Dealer and the (2) Individual Consumer.





The Franchise
Dealer





The Chief
Executive Officer and Chairman of Mint Leasing, Jerry Parish, has been a part of
the automobile industry for most of his adult life. It is through his knowledge,
reputation and expertise that Mint Leasing has forged hundreds of partnerships
with dealers across the United States.





Mint
Leasing maintains these relationships with dealerships based on the Company’s
innovative lease structure. By partnering with Mint Leasing, dealers are
provided the opportunity to attract consumers who would otherwise fail to meet
their financing standards. We believe that this availability permits franchise
dealers to increase their client base, move inventory, and reduce the risk of
default, resulting in an increase in profit. In addition to these benefits, Mint
Leasing provides a unique payment structure which we believe actually increases
the dealer’s profit in the sale.  Upon verification of a consumer’s
lease, Mint Leasing will purchase the vehicle the consumer desires to lease
directly from the dealer for $1,000 OVER the dealer’s cost in the vehicle and
will pay the dealership’s Finance Manager a $300 referral
payment.  The newly purchased vehicle, which is owned by Mint Leasing,
will then be leased by Mint Leasing directly to the consumer as described in
greater detail below.





We
believe these benefits provide Franchise Dealer’s with an ideal partnership with
Mint Leasing.





The Individual
Consumer





While the
Company’s primary customer is the franchise dealer, Mint Leasing also maintains
a financial relationship with the consumer/lessee of the vehicle. The benefits
of offering leasing alternatives are clear for the dealer – leasing provides yet
another option for consumers looking to purchase (or lease) a new vehicle. The
benefits to the consumer are less clear.





We
believe that the choice to lease always provides one automatic benefit to the
consumer – the lack of initial cash expenditure. With leasing there is normally
a small amount of cash necessary to “close the deal”. At Mint Leasing, the
necessity of a “down payment” is determined by the customer’s credit score. As
with most terms, a Mint Leasing lease can be structured to meet the individual
consumer’s needs. Also, the tax benefits of an auto lease greatly exceed those
of a loan. With an auto loan, the buyer is typically required to pay the sales
tax up front in a lump sum. However, with an auto lease the lessee is permitted
to amortize the sales tax over the course of the lease, thereby reducing the up
front costs.





Additionally,
the availability of financing is critical to the sales of both used and new
cars. Americans overwhelmingly choose to, or need to, finance the purchase of
automobiles to cover the majority, if not all, of the sales price.





Role of Traditional Lending
at a Dealership





Typically,
auto financing is arranged through the dealer at the time of the car purchase.
Most car dealers provide financing through a wide variety of banks, manufacturer
finance subsidiaries and independent finance companies who lend to prime
customers. The dealer is typically compensated by the financier through a fee
based on the difference between the amount provided by the institution and the
loan negotiated with the customer. In the case of high-risk and sub-prime
sources, the dealer may, in fact, have to pay a discount in order to place the
loan.





The
Advantages of Mint Leasing





Mint
Leasing offers a different approach to auto financing. Mint Leasing doesn’t rely
on Finance Managers and salesman to verify customers’ applications. Mint Leasing
relies on their trained, experienced credit analysts to verify every
transaction.


-7-


Mint
Leasing has entered into financial relationships with over 150 dealerships as a
premier source for outside financing. Because the terms have been
pre-negotiated, Mint Leasing is able to quickly and efficiently respond to the
customer’s immediate needs.





As a
partner with the dealership, the finance manager/sales consultant can enter the
application information into the sales office computer while sitting beside the
customer. The application is then instantly transmitted to Mint Leasing for
approval. Approvals are displayed instantly, allowing the franchise dealer to
quickly close the transaction.





Rather
than rely on a weighted average credit score, Mint Leasing chooses to apply a
common sense approach to financing. While the customer’s credit score is taken
into account, there is no minimum, or “beacon score” to determine approval.
However, Mint Leasing does recognize the inherent risk in lending to non-prime
or sub-prime borrowers.





To combat
this risk, Mint Leasing looks at all relevant financial indicators to determine
approval. These indicators may include, but are not limited to:





•
Ownership;


•
Necessary monthly payments;


• Job
history; and


•
Reasonableness.





Mint
Leasing offers quality, affordable leasing to at-risk borrowers to provide
customers with the freedom associated with a vehicle. Because of this mission,
the Company employs a “reasonableness” test to determine the fitness of the
transaction. Mint Leasing relies on the decades of experience within its staff
to determine the character of the lease application. This standard ensures that
every transaction is approved or disapproved by a person, and not a
computer.





Independence





Mint
Leasing maintains a relationship with every major automobile manufacturer.
Because of this, Mint Leasing is able to retain an autonomous, independent
relationship with its dealers and work directly with the finance department to
provide fair leasing options.





The
Mint Leasing Transaction





As
mentioned previously, the true Mint Leasing customer is the Franchise Dealer.
Mint Leasing has a pre-negotiated relationship with every partnered dealer. The
leasing transaction begins when the customer chooses a vehicle, applies for
financing and is initially rejected by a partnered dealership’s traditional
in-house finance options. Upon rejection, the customer’s application is
electronically referred to Mint Leasing for approval by the
dealership.





Once the
credit application has been received by Mint Leasing, the Company has three
options:





(1)
approval of the application “as is”;


(2)
reject the application; or


(3) to
conditionally accept.





While
Mint Leasing boasts a 95% approval rating, the majority of applications are
conditionally approved. An application is “conditionally accepted” when an
applicant meets some, but not all of Mint Leasing’s standards. To reach the
threshold required, the Company may alter the terms of the lease by increasing
the down payment requirement or shortening the number of monthly payments. Thus,
Mint Leasing may impose “conditions” on approval.





Upon
approval or conditional acceptance, Mint Leasing will then conduct its own “Post
Verification” process. During post verification, Mint Leasing will independently
verify that the information provided by the customer on their credit application
is correct. Mint Leasing’s credit analysts will confirm income, employment
information and residence. The Company believes that the Post Verification is a
competitive advantage that sets Mint Leasing apart from the majority of its
competitors. By Post Verifying credit applications, Mint Leasing reduces the
risk of default by the customer, and thus reduces the number of
repossessions.


-8-


Post
Verification





After the
post verification process is complete, Mint Leasing provides all of the services
necessary to complete the transaction:





•
      Mint Leasing collects all payments and ensures that the customer complies
      with the terms of their lease.





•
      To again reduce the risk of default, Mint Leasing does not accept personal
      checks. This is another competitive advantage of Mint Leasing’s business
      plan.





•
      By eliminating the risk of checks being returned for insufficient funds,
      Mint Leasing can more accurately assume that every payment made is
      valid.





After
the Lease Term





At the
end of the lease, the lessee has 2 options:





•
      Return the vehicle to Mint Leasing - If the vehicle is returned to Mint
      Leasing, the Company will place the car in its inventory for sale;
      or





•
      Pay the residual value of the automobile and buy the vehicle - This option
      to buy the vehicle is another advantage to
  leasing.





The
customer, who at the beginning of the lease was in a poor position to purchase,
has likely now built up his or her credit history and can qualify as an
owner.





In
the event of a Customer Default





Mint
Leasing will pursue collection actions which include, but are not limited to,
repossession of the vehicle and lawsuits to obtain judgments to collect
defaulted payments.





The
Leasing Model





Typically,
a dealership will increase, or “mark up”, a vehicle for sale or lease over their
cost (investment) in the vehicle, thus guaranteeing a profit on the transaction.
This sales price is the Manufacturer’s Suggested Retail Price
(“MSRP”).





Upon
lease approval, and as a benefit to their partner dealerships, Mint Leasing
offers two unique dealer incentives. First, Mint Leasing will purchase the
vehicle for $1,000.00 more than the dealer’s cost (note, this is generally
significantly lower than the MSRP which is provided to customers). As an
additional incentive, the Company will pay the referring Finance Manager a $300
bonus.





We
believe that these fixed-fee commissions are a competitive advantage for Mint
Leasing as the Company solidifies its reputation with the dealer, and encourages
referrals by guaranteeing that dealerships will increase their profit. As an
additional guarantee, Mint Leasing promises to pay this fixed fee commission
within 48 hours of receipt of clean title.





Terms
of Contract with Buyer





The terms
of the Mint Leasing lease are traditional and fair – Mint Leasing will enter
into a lease agreement with the lessee which outlines the required down payment,
length of the lease and amount of monthly payments.


-9-


As most
leases are “conditionally approved”, a down payment ranging from 15-30% of the
MSRP of the vehicle is required at the time the customer enters into the lease
with Mint Leasing, and the lessee will then enter into a vehicle lease with the
Company, typically 36 to 72 months in length. At the end of the lease, the
customer may purchase the vehicle for the residual value of the car. All
residual values are determined through the Auto Leasing Guide (ALG)
valuation.





Mint
Leasing’s Initial Investment





Thus, at
the beginning of the lease, Mint Leasing has an initial investment in the lease
of:





o (Cost
of vehicle) +


o ($1000
bonus to dealer) +


o ($300
to finance manager for referral) –


o LESS
(Customer’s down payment of 20%)





Example
of Financial Model for Lease Transaction:





Dealership's Sales Price
                                
                                $
                                18,000Dealership's
      Cost in vehicle
                                
                                $
                                12,000Mint
      Leasing purchase price for vehicle $13,000Payment to Finance Manager
                                
                                $
                                300Total
      owed to Dealership
                                
                                $
                                13,300Mint
      Leasing's Investment in Vehicle
                                
                                $
                                13,30020%
      Down payment from Customer
                                
                                $
                                (3,600
                                )*Net
      Investment of Mint Leasingat
      Beginning of Lease
                                
                                $
                                9,700Example
      36 Month Lease with $400 monthlypayments
                                
                                $
                                14,400Profit
      if customer returns vehicle
                                
                                $
                                4,700Purchase
      price for vehicle (exampleresidual
      value) after lease term
                                
                                $
                                3,250Profit
      after Lease, with sale
                                
                                $
                                7,950





*
Representing 20% of the dealership’s MSRP, not the price at which Mint Leasing
purchased the vehicle.





In the
event the lessee does not purchase the vehicle after the lease term, Mint
Leasing will sell the vehicle.





Example
of Mint Leasing's Financial Model





Repossession
Rate





The Mint
Leasing experiences some of the most favorable repossession rates in the
industry, currently approximately 16%. The reason for this low repossession rate
can be attributed to the aggressive due diligence performed by key staff within
the Company. Additionally, Mint Leasing’s low residual valuations, which never
exceed 25% of the dealer’s purchase price, are also a significant factor in
producing such low repossession rates.





Marketing
and Advertising:





The
Company markets its leasing products through its partnerships with dealerships
and representatives in such dealerships.  The Company also advertises
it vehicles on Autotrader.com, ebay.com and on the radio. The Company’s
advertising costs for the year ended December 31, 2008 totaled $25,631 and
advertising costs for the year ended December 31, 2007 totaled
$34,985.


-10-


Competition:





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





Dependence
on One or a Few Major Customers:





Mint
Leasing does not depend on a few major customers for its revenues.  As
stated above, it has partnerships with over 100 dealerships and has over
approximately 2,400 current leasing customers.





Patents,
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
Contracts





The
Company maintains a website at www.mintleasing.com,
which contains information the Company does not desire to be incorporated by
reference into this report.  The Company also maintains a lessor
license and a dealer license.





Number
of Total Employees and Number of Full-Time Employees





The
Company currently employs 31 full-time employees, of which 7 employees are in
the Company’s sales department.





ITEM 1A. RISK
FACTORS





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





We
Will Need Additional Financing To Continue Our Business Plan And Repay Our
Outstanding Credit Facility With Sterling Bank.





Our
credit facility with Sterling Bank in the amount of $33,000,000 was extended on
or around January 6, 2009.  As of December 31, 2008, our outstanding
balance under the credit facility, which bears interest at the prime rate plus
1.5%, subject to a floor of 5.25%, was $33,000,000, and as such, the Company is
unable to borrow any additional funds under the credit facility as of the filing
of this report.  The repayment of the credit facility is secured by a
security interest over substantially all of the Company’s assets and leases, the
personal guaranty of our Chief Executive Officer and Chairman, Jerry Parish and
our Director, Victor Garcia, as well as $1,000,000 life insurance policies on
Mr. Parish and Mr. Garcia.  Payments of interest and principal are due
under the line of credit, beginning in May 2009, with the entire remaining
balance of the line of credit due and payable on October 2, 2009.  Any
amounts not paid under the line of credit when due accrue interest at the rate
of 18% per annum. While the line of credit has been extended and increased by
Sterling Bank in the past, there can be no assurance that Sterling Bank will
agree to further extend or increase the line of credit.




The
availability of our credit facility and similar financing sources depends, in
part, on factors outside of our control, including the availability of bank
liquidity in general. The current disruptions in the capital markets have caused
banks and other credit providers to restrict availability of new credit
facilities and require more collateral and higher pricing upon renewal of
existing credit facilities, if such facilities are renewed at all. Accordingly,
as our existing credit facility matures, we likely will be required to provide
more collateral in the form of finance receivables or cash to support borrowing
levels which will affect our financial position, liquidity, and results of
operations. In addition, higher pricing would increase our cost of funds and
adversely affect our profitability.


-11-


As such,
and because we do not have sufficient cash on hand to repay the credit facility,
may not have sufficient funds on hand to make payments of interest and principal
under the credit facility in May 2009, and do not believe that we will have
sufficient cash on hand to repay the credit facility on October 2, 2009, we will
need to further extend the credit facility and/or seek alternative financing to
repay such credit facility.  Additionally, in the future, we may need
additional credit to support our operations, which credit may not be available
from Sterling Bank.  We do not currently have any additional
commitments or identified sources of additional capital from third parties or
from our officers, directors or majority shareholders. We can provide no
assurance that additional financing will be available on favorable terms, if at
all. If we choose to raise additional capital through the sale of debt or equity
securities, such sales may cause substantial dilution to our existing
shareholders.  If we are not able to raise the capital necessary to
repay the line of credit, we may be forced to abandon or curtail our business
plan and/or suspend our exploration activities, which could cause any investment
in the Company to become worthless.





Our Credit Facility Requires Us To
Observe Certain Covenants, And Our Failure To Satisfy Such Covenants Could
Render Us Insolvent.




Our
credit facility with Sterling Bank, requires us to comply with certain
affirmative and negative covenants customary for restricted indebtedness,
including covenants requiring that: we make timely payments of principal and
interest under the credit facility; our statements, representations and
warranties made in the credit facility and related documents are correct and
accurate; if Jerry Parish, our Chief Executive Officer and Chairman fails to own
at least 50% of the ownership of the Company; the death of either of the
guarantors of the credit facility, Jerry Parish or Victor Garcia; the
termination of the employment of Mr. Parish; or the transfer of any ownership
interest of Mint Texas without the approval of Sterling Bank.





Subject
to notice and cure period requirements where they are provided for, any unwaived
and uncured breach of the covenants applicable to our debt with Sterling Bank
could result in acceleration of the amounts owed and the cross-default and
acceleration of indebtedness owing to other lenders, which default could cause
the value of our securities to decline in value or become
worthless.





We
Rely Heavily On Jerry Parish, Our Chief Executive Officer and Chairman, And
If He Were To Leave, We Could Face Substantial Costs In Securing A Similarly
Qualified Officer and Director.




Our
success depends upon the personal efforts and abilities of Jerry Parish, our
Chief Executive Officer and Chairman. Our ability to operate and implement our
business plan and operations is heavily dependent on the continued service of
Mr. Parish and our ability to attract and retain other qualified
employees.




We face
continued competition for such employees, and may face competition for the
services of Mr. Parish in the future. We currently have $1,000,000 of key man
insurance on Mr. Parish.  We do however have a three-year employment
agreement with Mr. Parish, through our wholly-owned subsidiary, Mint Texas,
which expires on July 10, 2011.  Mr. Parish is our driving force and
is responsible for maintaining our relationships and operations. We cannot be
certain that we will be able to retain Mr. Parish and/or attract and retain
qualified employees in the future. The loss of Mr. Parish, and/or our inability
to attract and retain qualified employees on an as-needed basis could have a
material adverse effect on our business and operations.





The
Company Has Established Preferred Stock Which Can Be Designated By The Company's
Board Of Directors Without Shareholder Approval And Has Established Series A and
Series B Preferred Stock, Which Gives The Holders Majority Voting Power Over The
Company.





The
Company has 20,000,000 shares of preferred stock authorized, and 185,000 shares
of Series A Convertible Preferred Stock and 2,000,000 shares of Series B
Convertible Preferred Stock designated.  As of the filing date of this
report, the Company has no Series A Convertible Preferred Stock shares issued
and outstanding and 2,000,000 Series B Convertible Preferred Stock shares issued
and outstanding, which shares are held by the Company’s Chief Executive Officer
and Chairman, Jerry Parish.  The Company’s Series A Convertible
Preferred Stock allow the holder to vote 200 votes each on shareholder matters
and Series B Convertible Preferred Stock shares allow the holder to vote a
number of voting shares equal to the total number of voting shares of the
Company’s issued and outstanding stock as of any record date for any shareholder
vote plus one additional share.  As a result, due to Mr. Parish’s
ownership of the Series B Convertible Preferred Stock shares, he has majority
control over the Company.  Mr. Parish also holds voting rights to
approximately 86.1% of the Company’s outstanding common stock.


-12-


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





Jerry
Parish, Our Chief Executive Officer And Chairman, Can Exercise Voting Control
Over Corporate Decisions.





Jerry
Parish beneficially holds voting control over 2,000,000 Series B Convertible
Preferred Stock shares and approximately 86.1% of the Company’s outstanding
common stock.  As a result, Mr. Parish will exercise control in
determining the outcome of all corporate transactions or other matters,
including the election of directors, mergers, consolidations, the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in control. The interests of Mr. Parish may differ from the interests of the
other stockholders and thus result in corporate decisions that are adverse to
other shareholders.





We
Have A Limited Operating History As A Public Company Upon Which You Can Assess
Our Prospects And We Are Subject To The Risks Associated With Any New Public
Company.





As a
result of our short history of operations as a public company, there is little
historical information regarding our operations upon which you can base your
investment decision. In addition, we are subject to all of the business risks
and uncertainties associated with any newly public business
enterprise.   Additionally, our management has limited experience
operating a public company.   As such, our Company may not be
able to continue to meet its continued filing requirements and may be late in
its periodic filings, which late filings may cause the Company to be delisted
from the Over-The-Counter Bulletin Board.  If this were to happen, any
investment in the Company could become devalued or worthless.





Our
Growth Will Place Significant Strains On Our Resources.





The
Company's growth, if any, is expected to place a significant strain on the
Company's managerial, operational and financial
resources.  Furthermore, assuming the Company receives additional
contracts, and obtains additional partners, it will be required to manage
multiple relationships with various customers and other third parties. These
requirements will be exacerbated in the event of further growth of the Company
or in the number of its contracts, partnerships and employees. There can be no
assurance that the Company's systems, procedures or controls will be adequate to
support the Company's operations or that the Company will be able to achieve the
rapid execution necessary to successfully offer its services and continue its
business plan. The Company's future operating results, if any, will also depend
on its ability to add additional personnel commensurate with the growth of its
business, if any. If the Company is unable to manage growth effectively, the
Company's business, results of operations and financial condition will be
adversely affected.





Our
Quarterly and Annual Results Could Fluctuate Significantly.





The
Company's quarterly and annual operating results could fluctuate significantly
due to a number of factors. These factors include the number and range of values
of the transactions that might be completed each quarter, fluctuations in the
values of and number of our leases, the timing of the recognition of gains and
losses on such leases, the degree to which we encounter competition in our
markets, as well as other general economic conditions. As a result of these
factors, quarterly and annual results are not necessarily indicative of the
Company's performance in future quarters and future years.


-13-


A Prolonged Economic Slowdown Or A
Lengthy Or Severe Recession Could Harm Our Operations, Particularly If It
Results In A Higher Number Of Customer Defaults.




The risks
associated with our business are more acute during periods of economic slowdown
or recession, such as the one we are currently in, because these periods may be
accompanied by loss of jobs as well as an increased rate of delinquencies and
defaults on our outstanding leases. These periods may also be accompanied by
decreased consumer demand for automobiles and declining values of automobiles,
which weakens our collateral coverage with our financing source. Significant
increases in the inventory of used automobiles during periods of economic
recession may also depress the prices at which repossessed or resale automobiles
may be sold or delay the timing of these sales. Additionally, higher gasoline
prices, unstable real estate values, reset of adjustable rate mortgages to
higher interest rates, increasing unemployment levels, general availability of
consumer credit or other factors that impact consumer confidence or disposable
income, and could increase loss frequency and decrease consumer demand for
automobiles as well as weaken collateral values on certain types of automobiles.
If the current economic slowdown continues to worsen, our business could
experience significant losses and we could be forced to curtail or abandon our
business operations.




Inclement
Weather Can Adversely Impact The Company’s Operating Results.




The
occurrence of weather events, such as rain, snow, wind, storms, hurricanes, or
other natural disasters, adversely affecting consumer traffic at the dealerships
with whom the Company has partnership agreements in place, could in turn
decrease the number of the Company’s customers and could negatively impact the
Company’s operating results.




An Interruption In or Breach of Our
Information Systems May Result In Lost Business and Increased
Expenses.




We rely
heavily upon communications and information systems to conduct our business. Any
failure, interruption or breach in security of or damage to our information
systems or the third-party information systems on which we rely could prevent us
from conducting our business operations and/or if such failure resulted in the
release of non-public and confidential information, could make us subject to
litigation or actions for damages.





The Inability To Attract And Retain
Qualified Employees Could Significantly Harm Our
Business.




We
continually need to attract, hire and successfully integrate additional
qualified personnel in an intensely competitive hiring environment in order to
manage and operate our business. The market for skilled management, professional
and loan servicing personnel is highly competitive. Competition for qualified
personnel may lead to increased hiring and retention costs. If we are unable to
attract, successfully integrate and retain a sufficient number of skilled
personnel at manageable costs, it will harm our business, results of operations
and financial condition.




There
Are Risks That We Will Not Be Able To Implement Our Business
Strategy.




Our
financial position, liquidity, and results of operations depend on our
management’s ability to execute our business strategy. Key factors involved in
the execution of the business strategy include achieving the desired leasing
volume, the use of effective credit risk management techniques and strategies,
implementation of effective lease servicing and collection practices, and access
to significant funding and liquidity sources. Our failure or inability to
execute any element of our business strategy could materially adversely affect
our financial position, liquidity, and results of operations.




The
Company’s Target Consumer Base Is Inherently at High Risk for Defaults and
Delinquencies.




A
substantial portion of our leases involve at-risk borrowers which do not meet
traditional dealership’s qualifications for leases.  While we take
steps to reduce the risks associated with such customers, including
post-verification of the information in their lease applications and requiring
down-payments of approximately 20% of the MSRP of the vehicles we lease, such
customers are associated with higher-than-average delinquency and default rates.
As such, no assurance can be given that our methods for reducing risk will be
effective in the future. In the event that we underestimate the default risk or
under-price or under-secure leases we provide, our financial position,
liquidity, and results of operations would be adversely affected, possibly to a
material degree.


-14-


The
Company May Experience Write-Offs for Losses and Defaults, Which Could Adversely
Affect Its Financial Condition And Operating Results.




From time
to time, the Company has to recognize losses resulting from the inability of
certain customers to pay lease costs and the insufficient realizable value of
the collateral securing such leases. Additional losses will likely occur in the
future and may occur at a rate greater than the Company has experienced to
date.   If these losses were to occur in significant amounts, our
financial position, liquidity, and results of operations would be adversely
affected, possibly to a material degree.




If
We Are Late In Filing Our Quarterly Or Annual Reports With The Sec, We May Be
De-Listed From The Over-The-Counter Bulletin Board.





Under
Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of
periodic reports with the SEC, any OTCBB issuer who fails to file a periodic
report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding
any extension granted to the issuer by the filing of a Form 12b-25), three (3)
times during any twenty-four (24) month period are de-listed from the OTCBB.
Such removed issuer would not be re-eligible to be listed on the OTCBB for a
period of one-year, during which time any subsequent late filing would reset the
one-year period of de-listing. As we were late in filing our Form 10-K for the
year ended December 31, 2007, if we are late in filing a periodic report two
times in any subsequent twelve (12) month period after the filing of this
report, or three times in any subsequent twenty-four (24) month period and are
de-listed from the OTCBB, our securities may become worthless and we may be
forced to curtail or abandon our business plan.




We
Incur Significant Costs As A Result Of Operating As A Fully Reporting Company In
Connection With Section 404 Of The Sarbanes Oxley Act, And Our Management Is
Required To Devote Substantial Time To Compliance Initiatives.





We
anticipate incurring significant legal, accounting and other expenses in
connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. In
particular, for fiscal year 2009, Section 404 will require us to obtain a report
from our independent registered public accounting firm attesting to the
assessment made by management.  Our testing, or the subsequent testing
by our independent registered public accounting firm, may reveal deficiencies in
our internal controls over financial reporting that are deemed to be material
weaknesses. Our compliance with Section 404 will require that we incur
substantial accounting expense and expend significant management efforts. We
currently do not have an internal audit group, and we may need to hire
additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge. Moreover, if we are not able to
comply with the requirements of Section 404 in a timely manner, or if we or our
independent registered public accounting firm identifies deficiencies in our
internal controls over financial reporting that are deemed to be material
weaknesses, the market price of our stock could decline, and we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.


-15-


There
Is Currently Only A Limited Market For Our Common Stock, And The Market For Our
Common Stock May Continue To Be Illiquid, Sporadic And Volatile.





There is
currently only a limited market for our common stock, and as such, we anticipate
that such market will be illiquid, sporadic and subject to wide fluctuations in
response to several factors moving forward, including, but not limited
to:





(1)
            actual
      or anticipated variations in our results of operations;(2)
            our
      ability or inability to generate new revenues;(3)
            the
      number of shares in our public
float;





(4)
            increased
      competition; and(6)
            conditions
      and trends in the market for automobiles and vehicle
    leasing.





Furthermore,
because our common stock is traded on the Over-The-Counter Bulletin Board, our
stock price may be impacted by factors that are unrelated or disproportionate to
our operating performance. These market fluctuations, as well as general
economic, political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. Additionally, at present, we have a limited number of shares in
our public float, and as a result, there could be extreme fluctuations in the
price of our common stock. Further, due to the limited volume of our shares
which trade and our limited public float, we believe that our stock prices (bid,
ask and closing prices) are entirely arbitrary, are not related to the actual
value of the Company, and do not reflect the actual value of our common stock
(and in fact reflect a value that is much higher than the actual value of our
common stock). Shareholders and potential investors in our common stock should
exercise caution before making an investment in the Company, and should not rely
on the publicly quoted or traded stock prices in determining our common stock
value, but should instead determine the value of our common stock based on the
information contained in the Company's public reports, industry information, and
those business valuation methods commonly used to value private
companies.




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





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





Generally,
the Commission defines a penny stock as any equity security not traded on an
exchange or quoted on NASDAQ that has a market price of less than $5.00 per
share. The required penny stock disclosures include the delivery, prior to any
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated with it. Such requirements could severely limit the market
liquidity of the securities and the ability of purchasers to sell their
securities in the secondary market.





In
addition, various state securities laws impose restrictions on transferring
"penny stocks" and as a result, investors in the common stock may have their
ability to sell their shares of the common stock impaired.


-16-


ITEM 2.
PROPERTIES





The
Company leases approximately 6,000 square feet of office space from its
President and majority shareholder, a related party, at the rate of $20,000 per
month.  The lease expires on July 31, 2011, subject to the Company's
right to five additional one year extensions.  Any extensions under
the lease shall be at a monthly rental cost mutually agreeable by the
parties.  The payment of the rental costs due under the lease is
secured by a lien on all of the Company's goods and personal property located
within the leased premises.





ITEM 3. 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 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





The
Company had no matters submitted to a vote of security holders during the fiscal
quarter ended December 31, 2008.


-17-


PART
II





ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





Market
Information and Holders





The
common stock of The Mint Leasing, Inc. commenced trading on the OTC Bulletin
Board under the symbol “LGCC” on August 14, 2006.  Effective July 21,
2008, we changed our name and the trading symbol became “MLES”. The following
table sets forth the high and low trading prices of one (1) share of our common
stock for each fiscal quarter over the past two fiscal years. The quotations
provided are for the over the counter market, which reflect interdealer prices
without retail mark-up, mark-down or commissions, and may not represent actual
transactions.  The values listed below retroactively affect our 1:20
reverse stock split which was effective as of July 18, 2008.





QUARTER
      ENDED
                
                HIGH
                
                
                LOWDecember
      31, 2008
                
                $
                1.98
                
                
                $
                1.01September
      30, 2008
                
                $
                5.00
                
                
                $
                0.60June
      30, 2008
                
                $
                1.00
                
                
                $
                0.40March
      31, 2008
                
                $
                0.80
                
                
                $
                0.60December
      31, 2007
                
                $
                0.60
                
                
                $
                0.60September
      30, 2007
                
                $
                4.80
                
                
                $
                0.60June
      30, 2007
                
                $
                10.20
                
                
                $
                3.20March
      31, 2007
                
                $
                4.00
                
                
                $
                2.60





As of
March 24, 2009, we had 82,079,504 shares of common stock issued and outstanding
held by approximately 75 shareholders of record; no shares of Series A
Convertible Preferred Stock issued and outstanding and 2,000,000 shares of
Series B Convertible Preferred Stock issued and outstanding.





Dividends





We have
never declared or paid any cash dividends on our common stock, and we do not
anticipate paying any dividends in the foreseeable future.  We intend
to devote any earnings to fund the operations and the development of our
business.





Common
Stock





Holders
of shares of common stock are entitled to one vote per share on each matter
submitted to a vote of shareholders. In the event of liquidation, holders of
common stock are entitled to share pro rata in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the Board
out of funds legally available therefore. The outstanding shares of common stock
are validly issued, fully paid and non-assessable.





Series
A Convertible Preferred Stock





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 are
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.


-18-


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 effect 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 a majority of
the outstanding Series A Stock vote to approve such modification or
amendment.





Series
B Convertible Preferred Stock





The
Company’s Series B Convertible Preferred Stock shares (the “Series B Stock”)
allow the holder to vote a number of voting shares equal to the total number of
voting shares of the Company issued and outstanding as of any record date for
any shareholder vote plus one additional share.  The Series B Stock
has a liquidation preference over the shares of common stock issued and
outstanding.  The Series B Stock are convertible at the option of the
holder with 61 days notice to the Company into 10 shares of common stock for
each share of Series B Stock issued and outstanding, which conversion rate may
be increased by the Company’s Board of Directors from time to time as provided
in the Series B Stock designation.





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





EQUITY
COMPENSATION PLAN INFORMATION





On June
26, 2008, the Board of Directors adopted, and on July 18, 2008 the stockholders
approved, the 2008 Directors, Officers, Employees and Consultants Stock Option,
Stock Warrant and Stock Award Plan (the “Plan”).  Under the Plan, the
Board of Directors (or a committee thereof) may grant options, warrants or
restricted or unrestricted shares of the Company’s common stock or preferred
stock to its Directors, officers, employees or
consultants.




The
following table provides information as of December 31, 2008 regarding
compensation plans (including individual compensation arrangements) under which
equity securities are authorized for issuance:





Plan
      Category
                        
                        Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
                        
                        Weighted-average
      exercise price of outstanding options, warrants and rights
                        
                        Number
      of securities available for future issuance under equity compensation
      plans (excluding those in first column)Equity
      compensation plans approved by the security holders
                        
                        2,100,000
                        
                        $2.91
                        
                        22,900,000Equity
      compensation plans not approved by the security holders
                        
                        -
                        
                        -
                        
                        -Total
                        
                        2,100,000
                        
                        $2.91
                        
                        22,900,000


-19-


SALES
OF UNREGISTERED SECURITIES DURING THE QUARTER ENDED DECEMBER 31,
2008







Effective
in December 2008, the Company granted 100,000 stock options at an exercise price
of $1.01 per share, to William Sklar, for services rendered. The
Company claims an exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended for the above issuance, since the foregoing
did not involve a public offering, the recipient took the securities for
investment and not resale and we took appropriate measures to restrict
transfer.





SALES
OF UNREGISTERED SECURITIES SUBSEQUENT TO THE QUARTER ENDED DECEMBER 31,
2008





On
February 9, 2009, the Company entered into a consulting agreement with ATG
Capital Solutions, Inc. to provide investor relations and public relations
services to broaden the Company’s presence in the public markets. In connection
with the ATG Capital Solutions, Inc., consulting agreement, the Company issued
150,000 unregistered shares of common stock of the Company, which shares the
Company is currently in the process of cancelling.  The shares have
not however been cancelled to date, and as such, are included in the number of
issued and outstanding shares disclosed throughout this report. The issuance of
the shares to the consultant was exempt from the registration requirements of
Section 5 of the Securities Act of 1933, as amended (the “Act”) pursuant to
Section 4(2) of the Act and Rule 506 of Regulation D thereunder because the
offering and sale of the shares did not involve a public offering.





ITEM 6. SELECTED FINANCIAL
DATA





Not
required.





ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





THIS
REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK
FACTORS" IN THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION
AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND
THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
REPORT.





Critical
Accounting Policies




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make
estimates and assumptions that affect amounts reported in the accompanying
consolidated financial statements and related footnotes.  These estimates
and assumptions are evaluated on an on-going basis based on historical
developments, market conditions, industry trends and other information the
Company believes to be reasonable under the circumstances.  There can be no
assurance that actual results will conform to the Company’s estimates and
assumptions, and that reported results of operations will not be materially
adversely affected by the need to make accounting adjustments to reflect changes
in these estimates and assumptions from time to time.  The following
policies are those the Company believes to be the most sensitive to estimates
and judgments.  The Company’s significant accounting policies are more
fully described in Note 2 to our consolidated financial
statements.


-20-


PLAN
OF OPERATIONS FOR THE NEXT TWELVE MONTHS





Throughout
the remainder of fiscal 2009, we plan to continue investing to support our
long-term growth initiatives. We plan to partner with new dealerships, enter new
markets and further expand our presence in existing markets.





COMPARISON
OF OPERATING RESULTS




RESULTS
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008, COMPARED TO THE YEAR ENDED
DECEMBER 31, 2007





For the
year ended December 31, 2008, revenues were $50,029,292, compared to $30,238,499
for the year ended December 31, 2007, an increase of $19,790,793 or
approximately 65% from the prior period.  For the year ended December
31, 2008, revenues from sales-type leases, net increased $16,241,601 or 59% to
$43,778,599 for the year ended December 31, 2008, from $27,536,998 for the year
ended December 31, 2007.  Revenues from amortization of unearned
income related to sales-type leases increased $3,549,192 or 132% to $6,250,693
for the year ended December 31, 2008, from $2,701,501 for the year ended
December 31, 2007.





The
increase in revenues from sales-type leases, net was principally due to the
Company’s expansion into new markets during fiscal 2008, versus
2007.





The
increase in revenues due to amortization of unearned income related to
sales-type leases was principally due to an increased number of leases during
fiscal 2008 compared to 2007, mainly due to the Company’s expansion into new
markets during 2008.





Cost of
Revenues increased $11,544,360 or 50% to $34,480,638 for the year ended December
31, 2008, compared to $22,936,278 for the year ended December 31,
2007.  Cost of revenues related to cost of sales-type leases increased
$9,131,729 or 61% to $24,045,860 for the year ended December 31, 2008 compared
to $14,914,131 for the year ended December 31, 2007.  Cost of revenues
related to cost of sales-type leases increased principally due to the increase
in revenues.  Cost of revenues associated with repossession and
cancelled lease expense increased $2,412,631 or 30% to $10,434,778 for the year
ended December 31, 2008 compared to $8,022,147 for the year ended December 31,
2007.  Cost of revenues associated with repossession and cancelled
lease expense increased principally due to the increase in the number of leases
outstanding during fiscal 2008, compared to 2007, which in turn led to increased
repossessions and cancellations.





Gross
profit increased $8,246,433 or 113% to $15,548,654 for the year ended December
31, 2008 compared to $7,302,221 for the year ended December 31,
2007.  Gross profit increased largely due to the 65% increase in total
revenue which was offset by the 31% increase in total cost of
revenues.





Gross
profit as a percentage of revenues was approximately 31% for the year ended
December 31, 2008 compared to 24% for the year ended December 31,
2007.  The increase in gross profit as a percentage of revenues is
primarily attributable to an increase in revenues and amortization of unearned
income.





General
and administrative expenses were $4,664,898 and $2,664,871, for the years ended
December 31, 2008 and December 31, 2007, respectively, constituting an increase
of $2,000,027 or approximately 75% from the prior period.  The
increase in general and administrative expenses was due to mainly to expenses
associated with the Company being a public company and the Company’s public
company reporting obligations, including legal fees and accounting
fees.





Income
before other income from continuing operations was $10,883,756 and $4,637,350,
for the years ended December 31, 2008 and December 31, 2007, respectively,
resulting in an increase of $6,246,406 or 135% from the prior
period.  The increase in income before other expense from continuing
operations was due to an increase in revenues and amortization of unearned
income.





Other
expense was $2,063,997 and $841,284 for the years ended December 31, 2008 and
December 31, 2007, respectively.  Other expense for 2008 included
interest expense of $2,108,991 offset by other income of
$44,994.   Other expense for the year ended December 31, 2007,
included interest expense of $906,940 and other income of
$65,656.  The main reason for the $1,202,051 or 132% increase in
interest expense for the year ended December 31, 2008, compared to the year
ended December 31, 2007, was increased borrowing under our line of credit with
Sterling Bank.


-21-


The
Company had income before cumulative effect of change in accounting principle
and income tax provision of $8,819,759 for the year ended December 31, 2008
compared to $3,796,066 for the year ended December 31, 2007, an increase from
the prior period of $5,023,693 or 132%.





The
Company had cumulative effect on prior years of changing the method of
determination of allowance for doubtful accounts of $4,812,471 for the year
ended December 31, 2008 compared to $0 for the year ended December 31,
2007.





The
Company had income before tax of $4,007,288 for the year ended December 31, 2008
compared to $3,796,066 for the year ended December 31, 2007.  The
increase in income before tax of $211,222 or 5.6% from the prior period is
principally due to the cumulative effect on prior years of changing the method
of determination of allowance for doubtful accounts of $4,812,471 during the
year ended December 31, 2008, which was not represented during the year ended
December 31, 2007.





The
Company had provision for income tax of $1,476,164 for the year ended December
31, 2008, compared to provision for income tax of $0 for the year ended December
31, 2007.





The
Company had net income of $2,531,124 for the year ended December 31, 2008,
compared to net income of $3,796,066 for the year ended December 31, 2007, a
decrease in net income of $1,264,942 or 33% from the prior
period.  The main reason for the decrease in net income was the
cumulative effect on prior years of changing the method of determination of
allowance for doubtful accounts of $4,812,471 during the year ended December 31,
2008, the $2,000,027 or 75% increase in general and administrative expenses and
the $11,544,360 increase in cost of revenues, and the $1,476,164 provision for
income tax, which was not sufficiently offset by the $19,790,793 or 65% increase
in total revenues for the year ended December 31, 2008, compared to the year
ended December 31, 2007.





LIQUIDITY
AND CAPITAL RESOURCES





We had
total assets of $47,569,478 as of December 31, 2008, which included cash and
cash equivalents of $880,979, investment in sales-type leases, net of
$45,632,963, vehicle inventory of $854,950, property and equipment, net of
$121,316 and other assets of $79,270.





We had
total liabilities as of December 31, 2008 of $35,332,507, which included
$449,880 of accounts payable and accrued liabilities, $33,000,000 of amount due
under our credit facility with Sterling Bank (described in greater detail
below), $1,447,327 of deferred income taxes and $435,300 of notes payable to
related parties.





We had
total working capital of $12,236,971 as of December 31, 2008.





On or
around January 6, 2009, the Company, entered in a renewal of its $33,000,000
line of credit facility with Sterling Bank of Houston, Texas (“Sterling
Bank”).  As of December 31, 2008, our outstanding balance under the
credit facility, which bears interest at the prime rate plus 1.5%, subject to a
floor of 5.25%, was $33,000,000, and as such, the Company was unable to borrow
any additional funds under the credit facility as of the filing of this
report.  The repayment of the credit facility is secured by a security
interest over substantially all of the Company’s assets and leases, the personal
guaranty of our Chief Executive Officer and Chairman, Jerry Parish and our
Director, Victor Garcia, as well as $1,000,000 life insurance policies on Mr.
Parish and Mr. Garcia.  Payments of interest and principal are due
under the line of credit, beginning in May 2009, with the entire remaining
balance of the line of credit due and payable on October 2, 2009.  Any
amounts not paid under the line of credit when due accrue interest at the rate
of 18% per annum. While the line of credit has been extended and increased by
Sterling Bank in the past, there can be no assurance that Sterling Bank will
agree to further extend or increase the line of credit.


-22-


Our
credit facility with Sterling Bank, requires us to comply with certain
affirmative and negative covenants customary for restricted indebtedness,
including covenants requiring that: our statements, representations and
warranties made in the credit facility and related documents are correct and
accurate; if Jerry Parish, our Chief Executive Officer and Chairman fails to own
at least 50% of the ownership of the Company; the death of either of the
guarantors of the credit facility, Jerry Parish or Victor Garcia; the
termination of the employment of Mr. Parish; or the transfer of any ownership
interest of Mint Texas without the approval of Sterling Bank.





We had
net cash used in operating activities of $12,274,831 for the year ended December
31, 2008, which was mainly due to an increase of $16,452,433 of net investment
in sales-type leases and a decrease of $640,619 of accounts payable and accrued
liabilities, offset by $2,531,124 of net income and increases of $1,447,327 of
deferred income taxes and $631,823 of allowance for doubtful
accounts.





We had
$13,769 of net cash used in investing activities for the year ended December 31,
2008, which was solely due to purchase of property, plant and
equipment.





We had
$12,617,397 of net cash provided by financing activities for the year ended
December 31, 2008, which included $12,959,566 of line of credit net change and
$73,598 of proceeds from notes payable, offset by $415,767 of distributions to
shareholders.





We have
no current commitment from our officers and directors or any of our shareholders
to supplement our operations or provide us with financing in the future. If we
are unable to increase revenues from operations, to raise additional capital
from conventional sources and/or additional sales of stock in the future, and/or
if we are unable to extend or repay our line of credit with Sterling Bank, we
may be forced to curtail or cease our operations. In the future, 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 financing will
be available in amounts or on terms acceptable to us, or at all.


-23-


ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA







The
      Mint Leasing, Inc.
              (formerly
      Legacy Communications Corporation)Consolidated
      Financial StatementsFor
      The Years Ended December 31, 2008 and 2007











F-1


The
Mint Leasing, Inc.


(Formerly
Legacy Communications Corporation)


CONSOLIDATED
FINANCIAL STATEMENTS


For The
Years Ended December 31, 2008 and 2007








PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-3INDEPENDENT
      AUDITOR’S REPORT
            F-4FINANCIAL
      STATEMENTSConsolidated
      Balance Sheets December 31, 2008 and 2007
            F-5Consolidated
      Statements of Operations for the year ended December 31, 2008 and
      2007
            F-6Consolidated
      Statements of Stockholders’ Equity for the year ended December 31, 2008
      and 2007
            F-7Consolidated
      Statements of Cash Flows - for the year ended December 31, 2008 and
      2007
            F-8Notes
      to Consolidated Financial Statements
            F-9


F-2


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


The Mint
Leasing, Inc.


(formerly
Legacy Communications Corporation)


Houston,
Texas





We have
audited the accompanying consolidated balance sheet of The Mint Leasing, Inc.
(formerly Legacy Communications Corporation) and subsidiary as of December 31,
2008, and the related consolidated statements of income, stockholders' equity,
and cash flows for the year ended December 31, 2008.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of The Mint Leasing, Inc.
(formerly Legacy Communications Corporation) and subsidiary as of December 31,
2008, and the results of their operations and their cash flows for year ended
December 31, 2008, in conformity with U.S. generally accepted accounting
principles.





We were
not engaged to examine management's assessment about the effectiveness of The
Mint Leasing, Inc.’s (formerly Legacy Communications Corporation) internal
control over financial reporting as of December 31, 2008 and, accordingly, we do
not express an opinion thereon.








HJ &
Associates, LLC


Salt Lake
City, Utah


April 14,
2009


F-3


PRATHER
KALMAN, PC.


CERTIFIED
PUBLIC ACCOUNTANTS


CONSULTANTS
' VALUATION SPECIALISTS




INDEPENDENT
AUDITOR'S REPORT





Mint
Leasing, Inc.


Houston,
Texas





We have
audited the balance sheet of The Mint Leasing. Inc., (S-Corporation) as of
December 31, 2007 and the related statement of income and retained earnings and
statement of cash flows for the year ended December 31, 2007. These financial
statements are the responsibility of' the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audit in accordance with U.S. generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance that the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above, present fairly, in all
material respects, the financial position of The Mint Leasing, Inc. as of
December 31, 2007, and the results of its operations and its cash flows for the
year ended December 31, 2007, in conformity with U.S. generally accepted
accounting principles.





Prather
Kalman, PC


Houston,
Texas


June 4,
2008


F-4






The
      Mint Leasing, Inc.(Formerly
      Legacy Communications Corporation)Consolidated
      Balance SheetsFor
      the Years Ended December 31ASSETS
                      
                      2008
                      
                      
                      2007Cash
      and cash equivalents
                      
                      $
                      880,979
                      
                      
                      $
                      552,182Investment
      in sales-type leases, net
                      
                      
                      45,632,963
                      
                      
                      
                      29,812,353Vehicle
      inventory
                      
                      
                      854,950
                      
                      
                      
                      675,367Property
      and equipment, net
                      
                      
                      121,316
                      
                      
                      
                      130,117Due
      from affiliates
                      
                      
                      -
                      
                      
                      
                      303,000Other
      assets
                      
                      
                      79,270
                      
                      
                      
                      50,928TOTAL
      ASSETS
                      
                      $
                      47,569,478
                      
                      
                      $
                      31,523,947LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIESAccounts
      payable and accrued liabilities
                      
                      $
                      449,880
                      
                      
                      $
                      1,090,506Credit
      facilities
                      
                      
                      33,000,000
                      
                      
                      
                      20,040,434Deferred
      income taxes
                      
                      
                      1,447,327
                      
                      
                      
                      -Notes
      payable to related parties
                      
                      
                      435,300
                      
                      
                      
                      363,702TOTAL
      LIABILITIES
                      
                      
                      35,332,507
                      
                      
                      
                      21,494,642STOCKHOLDERS'
      EQUITYPreferred
      stock Series A,  18,000,000 shares authorized at $0.001
      par  value, 0 and 0 shares outstanding,
    respectively
                      
                      
                      -
                      
                      
                      
                      -Preferred
      stock Series B,  2,000,000 shares authorized at $0.001 par
      value, 2,000,000 and 0 shares outstanding, respectively
                      
                      
                      2,000
                      
                      
                      
                      -Common
      stock, 480,000,000 shares authorized at $0.001 par value, 81,929,504 and
      70,650,000 shares issued and outstanding, respectively
                      
                      
                      81,930
                      
                      
                      
                      70,650Additional
      paid in capital
                      
                      
                      9,217,680
                      
                      
                      
                      (69,650
                      )Retained
      earnings
                      
                      
                      2,935,361
                      
                      
                      
                      10,028,305Total
      Stockholders' Equity
                      
                      
                      12,236,971
                      
                      
                      
                      10,029,305TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                      
                      $
                      47,569,478
                      
                      
                      $
                      31,523,947





See
accompanying notes to the consolidated financial statements


F-5








The
      Mint Leasing, Inc.(Formerly
      Legacy Communications Corporation)Consolidated
      Statements of IncomeFor
      the years ended December 31,2008
                                            
                                            
                                            2007REVENUESSales-type
      leases, net
                                            
                                            $
                                            43,778,599
                                            
                                            
                                            $
                                            27,536,998Amortization
      of unearned income related to sales-type leases
                                            
                                            
                                            6,250,693
                                            
                                            
                                            
                                            2,701,501Total
      Revenues
                                            
                                            
                                            50,029,292
                                            
                                            
                                            
                                            30,238,499COST
      OF REVENUESCost of sales-type leases
                                            
                                            
                                            24,045,860
                                            
                                            
                                            
                                            14,914,131Repossession
      and cancelled lease expense
                                            
                                            
                                            10,434,778
                                            
                                            
                                            
                                            8,022,147Total
      Cost Of Revenues
                                            
                                            
                                            34,480,638
                                            
                                            
                                            
                                            22,936,278GROSS
      PROFIT
                                            
                                            
                                            15,548,654
                                            
                                            
                                            
                                            7,302,221GENERAL
      AND ADMINISTRATIVE EXPENSE
                                            
                                            
                                            4,664,898
                                            
                                            
                                            
                                            2,664,871INCOME
      BEFORE OTHER INCOME (EXPENSE) FROM CONTINUING OPERATION
                                            
                                            
                                            10,883,756
                                            
                                            
                                            
                                            4,637,350OTHER
      INCOME (EXPENSE)Interest
      expense
                                            
                                            
                                            (2,108,991
                                            )
                                            
                                            
                                            (906,940
                                            )Other
      income
                                            
                                            
                                            44,994
                                            
                                            
                                            
                                            65,656Total
      Other Income (Expense)
                                            
                                            
                                            (2,063,997
                                            )
                                            
                                            
                                            (841,284
                                            )Income
      before cumulative effect of change in accounting principle and income tax
      provision
                                            
                                            
                                            8,819,759
                                            
                                            
                                            
                                            3,796,066Cumulative
      effect on prior years of changing the method of determination of allowance
      for doubtful accounts
                                            
                                            
                                            (4,812,471
                                            )
                                            
                                            
                                            -INCOME BEFORE
      TAX
                                            
                                            
                                            4,007,288
                                            
                                            
                                            
                                            3,796,066Provision
      for Income Tax
                                            
                                            
                                            1,476,164
                                            
                                            
                                            
                                            -NET
      INCOME
                                            
                                            $
                                            2,531,124
                                            
                                            
                                            $
                                            3,796,066Basic
      average shares outstanding
                                            
                                            
                                            81,929,504
                                            
                                            
                                            
                                            70,650,000Basic
      Earnings Per ShareNet
      income before cumulative effect of change in accounting principle
                                            
                                            
                                            0.09
                                            
                                            
                                            
                                            0.05Cumulative
      effect on prior years of changing the method of determination
      of
                                              allowance
      for doubtful accounts
                                            
                                            
                                            (0.06
                                            )
                                            
                                            
                                            -Basic
      Earning per share
                                            
                                            
                                            0.03
                                            
                                            
                                            
                                            0.05Basic
      average shares outstanding
                                            
                                            
                                            81,929,504
                                            
                                            
                                            
                                            70,650,000Incremental
      shares from assumed exercise of stock option and warrants and
                                              conversion
      of preferred stock
                                            
                                            
                                            24,108,197
                                            
                                            
                                            
                                            -Diluted
      average shares outstanding
                                            
                                            
                                            106,037,701
                                            
                                            
                                            
                                            70,650,000Diluted
      Earnings Per ShareNet
      income before cumulative effect of change in accounting principle
                                            
                                            
                                            0.07
                                            
                                            
                                            
                                            0.05Cumulative
      effect on prior years of changing the method of determination
      of
                                              allowance
      for doubtful accounts
                                            
                                            
                                            (0.05
                                            )
                                            
                                            
                                            -Diluted
      Earnings per share
                                            
                                            
                                            0.02
                                            
                                            
                                            
                                            0.05


See
accompanying notes to the consolidated financial statements


F-6


The
      Mint Leasing,
      Inc.
                    (Formerly
      Legacy Communications Corporation)
                    CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY
                    FOR
      THE YEARS ENDED DECEMBER 31, 2007 AND 2008Additional
                  
                  
                  
                  
                  
                  TotalPreferred
      Series A
                  
                  
                  Preferred
      Series B
                  
                  
                  Common
      Stock
                  
                  
                  Paid
      In
                  
                  
                  Retained
                  
                  
                  Stockholders'Description
                  
                  Number
                  
                  
                  Dollar
                  
                  
                  Number
                  
                  
                  Dollar
                  
                  
                  Number
                  
                  
                  Dollar
                  
                  
                  Capital
                  
                  
                  Earnings
                  
                  
                  EquityBalance,
      December 31, 2006
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  70,650,000
                  
                  
                  $
                  70,650
                  
                  
                  $
                  (69,650
                  )
                  
                  $
                  6,652,239
                  
                  
                  $
                  6,653,239Distributions
      Paid
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (420,000
                  )
                  
                  
                  (420,000
                  )Net
      Income for the year ended December 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3,796,066
                  
                  
                  
                  3,796,066Balance,
      December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  70,650,000
                  
                  
                  
                  70,650
                  
                  
                  
                  (69,650
                  )
                  
                  
                  10,028,305
                  
                  
                  
                  10,029,305Distributions
      Paid
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (415,760
                  )
                  
                  
                  (415,760
                  )Preferred
      Stock issued for Cash
                  
                  
                  185,000
                  
                  
                  
                  185
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  184,815
                  
                  
                  
                  -
                  
                  
                  
                  185,000Reclassification
      of Retained Earnings to Additional paid in capital in conjunction with
      S-election termination
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  9,208,308
                  
                  
                  
                  (9,208,308
                  )
                  
                  
                  -Share
      transactions in reverse merger transaction
                  
                  
                  (185,000
                  )
                  
                  
                  (185
                  )
                  
                  
                  2,000,000
                  
                  
                  
                  2,000
                  
                  
                  
                  11,279,504
                  
                  
                  
                  11,280
                  
                  
                  
                  (196,095
                  )
                  
                  
                  -
                  
                  
                  
                  (183,000
                  )Imputed
      Interest on Related Party Notes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,658
                  
                  
                  
                  -
                  
                  
                  
                  32,658Options
      Granted
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  57,644
                  
                  
                  
                  -
                  
                  
                  
                  57,644Net
      Income for the year ended December 31, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,531,124
                  
                  
                  
                  2,531,124Balance,
      December 31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000,000
                  
                  
                  $
                  2,000
                  
                  
                  
                  81,929,504
                  
                  
                  $
                  81,930
                  
                  
                  $
                  9,217,680
                  
                  
                  $
                  2,935,361
                  
                  
                  $
                  12,236,971See
      accompanying notes to the consolidated financial
statements


F-7


The
      Mint Leasing, Inc.(Formerly
      Legacy Communications Corporation)


Consolidated
Statements of Cash Flows







For
      the years ended December 31,2008
                      
                      2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income
                      
                      $
                      2,531,124
                      
                      
                      $
                      3,796,066Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
                      
                      
                      22,570
                      
                      
                      
                      21,831Allowance
      for doubtful accounts
                      
                      
                      631,823
                      
                      
                      
                      -Share
      based compensation
                      
                      
                      57,644
                      
                      
                      
                      -Non
      Cash interest Expenses
                      
                      
                      32,658
                      
                      
                      
                      -Decrease
      (increase) in operating assetsNet
      investment in sales-type leases
                      
                      
                      (16,452,433
                      )
                      
                      
                      (15,490,491
                      )Inventory
                      
                      
                      (179,583
                      )
                      
                      
                      -Change
      in affiliate balance
                      
                      
                      -
                      
                      
                      
                      (795,055
                      )Employee
      advances
                      
                      
                      -
                      
                      
                      
                      1,600Prepaid
      Expenses
                      
                      
                      -
                      
                      
                      
                      (22,229
                      )Other
      current assets
                      
                      
                      274,658
                      
                      
                      
                      404,202Increase
      (decrease) in operating liabilitiesAccounts
      payable and accrued expenses
                      
                      
                      (640,619
                      )
                      
                      
                      738,171Deferred
      income taxes
                      
                      
                      1,447,327
                      
                      
                      
                      -Net
      Cash (used) in operating activities
                      
                      
                      (12,274,831
                      )
                      
                      
                      (11,345,905
                      )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property, plant and equipment
                      
                      
                      (13,769
                      )
                      
                      
                      (80,108
                      )Net
      Cash (used) by Investing Activities
                      
                      
                      (13,769
                      )
                      
                      
                      (80,108
                      )CASH
      FLOWS FROM FINANCING ACTIVITIES:Line
      of credit net change
                      
                      
                      12,959,566
                      
                      
                      
                      12,170,587Distributions
      to shareholder
                      
                      
                      (415,767
                      )
                      
                      
                      (420,000
                      )J               Proceeds
      from Notes Payable
                      
                      
                      73,598
                      
                      
                      
                      -Net
      Cash Provided (Used) by Financing Activities
                      
                      
                      12,617,397
                      
                      
                      
                      11,750,587INCREASE
      IN CASH and CASH EQUIVALENTS
                      
                      
                      328,797
                      
                      
                      
                      324,574CASH
      and CASH EQUIVALENTS, AT BEGINNING OF PERIOD
                      
                      
                      552,182
                      
                      
                      
                      227,608C                CASH
      and CASH EQUIVALENTS, AT END OF PERIOD
                      
                      $
                      880,979
                      
                      
                      $
                      552,182Supplemental
      disclosure of cash flow informationCash
      paid for interest
                      
                      $
                      2,016,715
                      
                      
                      $
                      906,203




See
accompanying notes to the consolidated financial statements


F-8


The
      Mint Leasing, Inc.(Formerly
      Legacy Communications Corporation)


Notes
to Consolidated Financial Statements


December
31, 2008










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,
Mint Texas is a wholly owned subsidiary of Mint Nevada, and Legacy
Communications Corporation 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





Although
Mint Texas became a wholly owned subsidiary of Mint Nevada (subsequently renamed
to The Mint Leasing Inc) in the merger, for financial reporting purposes Mint
Texas is treated as  “accounting acquirer” because its’ previous
shareholder continued to own majority of the surviving company. Accordingly, the
historical consolidated financial statements prior to the date of the merger
that are included in these consolidated financial statements for comparative
purposes are the financial statements of Mint Texas. The number of shares of
common stock, the par value and additional paid-in capital reported prior to
July 18, 2008 in the consolidated financial statements have been adjusted to
reflect the impact of the merger.





In
accounting for this reverse merger, the legal share capital is that of Legacy
(the legal parent) taking into account the 20:1 reverse split and the surrender
of the Legacy subsidiary shares.





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
six other states in the Southeast. Lease transactions are solicited and
administered by the Company’s sales force and staff. Mint’s customers are
primarily comprised of brand-name automobile dealers that seek to provide
leasing options to their customers, many of whom would otherwise not have the
opportunity to acquire a new or late-model-year
vehicle.


F-9


C.  Consolidation
of Affiliate (under FIN 46R)




Financial
Accounting Standards Board ("FASB") Interpretation No. ("FIN") 46 (revised
December 2003) "Consolidation
of Variable Interest Entities" ("FIN 46(R)"), requires that if an
entity is the primary beneficiary of a variable interest entity ("VIE"), the
entity should include the assets, liabilities and results of operations of the
VIE in its consolidated financial statements. For the year ended December 31,
2008, the Company consolidated Mint Car and Truck Rentals,
LLC.  (“Rentals”), as the Rentals entity was deemed a VIE and the
Company considered itself to be the primary beneficiary of Rentals.




NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




A.  Basis
of Accounting





The
Company’s financial statements are prepared using the accrual basis of
accounting.   The company has a December 31 fiscal
year-end. References herein to “we” or “our” refer to The Mint Leasing,
Inc., unless the context specifically states otherwise.




Principles
of Consolidation




The
accompanying consolidated financial statements include the accounts of the
Company and its subsidiary and have been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”). All significant intercompany
transactions have been 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.


F-10


C.  Revenue
recognition




Sales-type
leases




The
Company’s customers typically finance vehicles over periods ranging from three
to nine years.  These financing agreements are classified as operating
leases or sales type leases as prescribed by SFAS No. 13, Accounting for
Leases.  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
year ended December 31, 2008 and 2007, amortization of unearned income totaled
$6,250,693 and $2,701,501 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 direct costs of non-performing leases.  Acquisition
costs include the followings:





Description
                
                2008
                
                
                2007Portfolio
      servicing costs **
                
                $
                2,515,493
                
                
                $
                1,834,902Purchase
      and delivery of the vehicle to the lessee
                
                
                21,530,367
                
                
                
                13,079,229Non-performing
      leases
                
                
                10,431,304
                
                
                
                8,018,483Cancellation
      expense
                
                
                3,474
                
                
                
                3,664Total
                
                $
                34,480,638
                
                
                $
                22,936,278





**
Portfolio servicing costs including direct wages, bank service fees and premises
costs.





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.




At
December 31, 2008 and 2007, the Company had deposits of $605,210 and $450,483
respectively, exceeds FDIC insurance coverage limits of $250,000, and $100,000
respectively.


F-11


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 and Florida. No other state accounted for more than 10% of
managed finance receivables.





G.  Allowance
for Loan Losses





Provisions
for loan losses are charged to operations in amounts sufficient to maintain the
allowance for loan losses at a level considered adequate to cover probable
credit losses inherent in our finance receivables.




The
Company established allowance for loan losses is systematically based on the
determination of the amount of probable credit losses inherent in the finance
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, such as unemployment rates,
and other information in order to make the necessary judgments as to probable
credit losses.  The Company also uses historical charge-off experience
to determine a loss confirmation period, which is defined as the time between
when an event, such as delinquency status, giving rise to a probable credit loss
occurs with respect to a specific account and when such account is charged off.
This loss confirmation period is applied to the forecasted probable credit
losses to determine the amount of losses inherent in finance receivables at the
reporting date. Assumptions regarding probable credit losses and loss
confirmation periods are reviewed periodically and may be impacted by actual
performance of finance receivables and changes in any of the factors discussed
above.




H.  Charge-off
Policy





The
Company’s policy is to charge off an account in the month in which the account
becomes 120 days contractually delinquent if we have not already repossessed the
related vehicle. The Company charges off accounts in repossession when the
automobile is repossessed and legally available for disposition. A charge-off
generally represents the difference between the estimated net sales proceeds and
the amount of the delinquent contract, including accrued interest. 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.




For 2008
and 2007, the Company charged off $1,360,101 and $799,461
respectively.





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.


F-12


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 SFAS 123R. 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 year
ended December 31, 2008 totaled $25,631 (2007 - $34,985).





M.  Income
Taxes




Previously,
the Company’s financial statements do not include a provision for Income Taxes
because the taxable income of Mint is included in the Income Tax Returns of the
Stockholders under the Internal Revenue Service "S" Corporation
elections.  As an “S” Corporation the Company was eligible to and did
so elect to be taxed on a Cash Basis under the provisions of the Internal
Revenue Service.





Upon
completion of the July 18, 2008 transaction with Legacy as more fully described
in Note 1, Mint ceased to be treated as a "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 resulting in a potential transitional income tax
liability.  The potential liability is subject to special transitional
rules that may allow such amounts, once they have been determined, to be
paid over a four year period pursuant to the IRS code. The former shareholders
of the “S” Corporation have undertaken to provide such assistance as may be
necessary to minimize the Company’s exposure to such potential tax
liability.   At December 31, 2008 the Company has determined that
the deferred tax liability is a fair approximation of the amounts that may
eventually become payable.


F-13


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.





Interest
and penalties associated with unrecognized tax benefits are classified as
additional income taxes in the statement of income.





The
Company’s policy is to recognize interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.





We
adopted the provisions of FIN 48 on January 1, 2008. As of December 31,
2008, we had no liabilities, included on the consolidated balance sheets,
associated with uncertain tax position. Due to uncertainty regarding the timing
of future cash flows associated with FIN 48 liabilities, a reasonable estimate
of the period of cash settlement is not determinable.





N.
Earnings per Common and Common Equivalent Share




The
computation of basic earnings per common share is computed using the weighted
average number of common shares outstanding during the year. The computation of
diluted earnings per common share is based on the weighted average number of
shares outstanding during the year plus common stock equivalents which would
arise from their exercise using the treasury stock method and the average market
price per share during the year.  At December 31, 2008, we have common
stock equivalents as follows:





Weighted
      Common Stock EquivalentStock
      options
              2,008,197Convertible
      Preferred Stock
              20,000,000Warrants
              2,100,000Total
              24,108,197




O.   Recent
Market Developments




The
Company anticipates that a number of factors will adversely impact its liquidity
during in fiscal 2009; higher credit costs in its borrowing transactions due to
higher cost of funds, and to a lesser extent, the credit deterioration it is
experiencing in our portfolio; and disruptions in the capital
markets.




The
Company believes that it has sufficient liquidity to operate through fiscal
2009. However, if the credit markets continue to deteriorate, or if economic
factors further deteriorate resulting in weaker credit performance, the Company
may need to reduce its targeted origination volume to sustain adequate
liquidity.


F-14


P.
Preferred Stock Rights and Privileges





We have a
total of 20,000,000 shares of Series A Convertible and Series B Convertible
Preferred Stock (collectively as “Preferred Stock”) authorized. The rights and
privileges and issued shares of total 2,000,000 are detailed as
follows:





Series A Convertible
Preferred Stock





As of
December 31, 2008, we had 18,000,000 shares of Series A Convertible Preferred
Stock authorized, 0 shares issued and outstanding. The Series A Convertible
Preferred Stock is redeemable and the dividend is non-cumulative.





Each
share of Series A 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 nonassessable
shares of Common Stock at the rate of 200 shares of Common Stock for each full
share of Preferred Stock.





Each
holder of Series A Preferred Stock  is entitled to 200 votes for each
share of Series A Preferred Stock and has liquidating preference over all of the
Company’s Common Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Company.





Series B Convertible
Preferred Stock





As of
December 31, 2008, we had 2,000,000 shares of Series B Convertible Preferred
Stock 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 nonassessable
shares of Common Stock at the rate of 10 shares of Common Stock for each full
share of Preferred Stock.





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





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


F-15


Q.
Effect of new accounting pronouncements




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations
(“SFAS 141(R)”). This statement retains the underlying concepts of
SFAS No. 141 in that all business combinations are still required to
be accounted for at fair value under the acquisition method of accounting.
SFAS 141(R) established principles and requirements for financial reporting
concerning business combinations. SFAS 141(R) will require that:
(1) for all business combinations, the acquirer records all assets and
liabilities of the acquired business, including goodwill, generally at their
fair values; (2) certain contingent assets and liabilities acquired be
recognized at their fair values on the acquisition date; (3) contingent
consideration be recognized at its fair value on the acquisition date and, for
certain arrangements, changes in fair value will be recognized in earnings until
settled; (4) acquisition-related transaction and restructuring costs be
expensed rather than treated as part of the cost of the acquisition and included
in the amount recorded for assets acquired; (5) in step acquisitions,
previous equity interests in an acquiree held prior to obtaining control be
re-measured to their acquisition-date fair values, with any gain or loss
recognized in earnings; and (6) when making adjustments to finalize initial
accounting, companies revise any previously issued post-acquisition financial
information in future financial statements to reflect any adjustments as if they
had been recorded on the acquisition date. SFAS 141(R) is effective on a
prospective basis for all business combinations for which the acquisition date
is on or after the beginning of the first annual period subsequent to
December 15, 2008 with the exception of the accounting for valuation
allowances on deferred taxes and acquired tax contingencies. SFAS 141(R)
amends SFAS No. 109 such that adjustments made to valuation allowances
on deferred taxes and acquired tax contingencies associated with acquisitions
that closed prior to the effective date of this statement should also apply the
provisions of SFAS 141(R). The Company does not expect implementation of
the standard to have a material effect on its results from operations or
financial position.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51 (“SFAS
160”). This statement amends ARB No. 51 to establish new standards that
will govern the accounting and reporting of noncontrolling interests in
partially owned consolidated subsidiaries and the loss of control of
subsidiaries. Also, SFAS 160 requires that: (1) noncontrolling
interest, previously referred to as minority interest, be reported as part of
equity in the consolidated financial statements; (2) losses be allocated to
the noncontrolling interest even when such allocation might result in a deficit
balance, reducing the losses attributed to the controlling interest;
(3) changes in ownership interests be treated as equity transactions if
control is maintained; and, (4) upon a loss of control, any gain or loss on
the interest sold be recognized in earnings. SFAS 160 is effective for
financial statements issued for fiscal years, beginning on or after
December 15, 2008, except for the presentation and disclosure requirements,
which will be applied retrospectively. The Company does not expect
implementation of the standard to have a material effect on its results from
operations or financial position.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement
No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about
an entity’s derivative and hedging activities, and is effective for financial
statements issued for fiscal years beginning after November 15, 2008, with
early application encouraged. Since SFAS 161 only requires additional
disclosures concerning derivatives and hedging activities, adoption of the
standard will not affect on the Company’s results from operations or financial
position.


F-16


NOTE
3 - CUMULATIVE EFFECT ADJUSTMENT UPON ADOPTION OF SAB 108




The
Company applied the provisions of SAB 108 using the cumulative effect transition
method in connection with the preparation of its interim financial statements
for the year ended December 31, 2008. The application of SAB 108 resulted in net
change of $4,812,471 in Investment in Sales-Type Leases.




Prior to
the adoption of SAB 108, the Company quantified misstatements using the income
statement approach. It does not believe that any of the errors included in the
table below are material under the income statement approach. As permitted, when
first applying the guidance in SAB 108, prior periods were not
restated.




The
Company’s SAB 108 adjustments relate the valuation of the collectability of
Sales-type Leases. Based on its approach for assessing misstatements prior to
the adoption of SAB 108, it had previously concluded that these amounts were
immaterial under the income statement approach.








NOTE
4 - NET INVESTMENT IN SALES-TYPE LEASES




The
Company’s leasing operations consist principally of leasing vehicles under
sales-type leases expiring in various years to 2012. Following is a summary of
the components of the Company’s net investment in sales-type leases at December
31, 2008:





2008
                    
                    
                    2007Total
      Minimum Lease Payments to be Received
                    
                    $
                    51,599,716
                    
                    
                    $
                    27,072,478Residual
      Values
                    
                    
                    9,660,780
                    
                    
                    
                    12,184,379Lease
      Carrying Value
                    
                    
                    61,260,496
                    
                    
                    
                    39,256,857Less:
      Allowance for Uncollectible Amounts
                    
                    
                    ( 631,823
                    )
                    
                    
                    -Less:
      Unearned Income
                    
                    
                    (14,995,710
                    )
                    
                    
                    (9,444,504
                    )Net
      Investment in Sales-Type Leases
                    
                    $
                    45,632,963
                    
                    
                    $
                    29,812,353




Note
5 – PROPERTY AND EQUIPMENT





Cost and
accumulated depreciation of assets as of December 31, 2008 and  2007
are as follows:




2008
                  
                  
                  2007Leasehold
      Improvements
                  
                  $
                  5,980
                  
                  
                  $
                  5,980Furniture
      and Fixtures
                  
                  
                  97,981
                  
                  
                  
                  97,981Computer
      and Office Equipment
                  
                  
                  161,199
                  
                  
                  
                  147,430265,160
                  
                  
                  
                  251,391Less:
      Accumulated Depreciation
                  
                  
                  (143,844
                  )
                  
                  
                  (121,274
                  )Net
      Property and Equipment
                  
                  $
                  121,316
                  
                  
                  $
                  130,117




Depreciation
expense charged to operations was $22,570 for the year ended December
31,  2008 (2007 - $ 21,831).


F-17


NOTE
6 – CREDIT FACILITIES





As
of  December 31, 2008, the Company had a secured $33,000,000 revolving
credit agreement with a bank available to finance the purchase of vehicles for
lease. This note is secured by a:





·
            Security
      interest in all of the Company’s assets, including but not limited to all
      Eligible Leases, and the vehicles
leased.


·
            Guaranties
      of Jerry Parish and Victor Garcia, the Company’s majority
      shareholders.


·
            Assignment
      of life insurance policies, in the amount of $1,000,000 each, on the lives
      of Jerry Parish and Victor Garcia.





The
revolving credit matured on December 1, 2008, bears interest at Prime Plus 1 1⁄2
%, currently 6%.  The principle is due on maturity, with interest
payable monthly.  The Company extended the maturity date to March 2,
2009.




The
Company's credit facilities contain certain covenants, including restrictions on
the Company's ability to pay dividends on its common stock, incur additional
indebtedness and to prepay, redeem or purchase other debt. The Company is
required at all times to maintain minimum borrowing availability under its
credit facility of 50% of its gross accounts receivable. At December 31, 2008,
the Company was not in compliance with the financial covenants referred to
above.




Subsequent
to the reporting period, the Company has negotiated with the lender to convert
the revolving credit into a term loan.


F-18


NOTE
7 – TRANSACTIONS WITH AFFILIATES





During
May 2008, the Company leased 40 vehicles to Mint Car and Truck Rentals, LLC.
(“Rentals”) a limited liability partnership controlled by the Company’s majority
shareholder.  Consequently the Company re-evaluated its accounting for
Rentals in accordance with FIN 46(R), "Consolidation of Variable Interest
Entities." Since the Company was the source of virtually all of Rentals
inventory available for rental, the Company had a decisive influence over
Rentals’ profitability. The Company concluded that, as a result of its common
ownership, and because substantially all of the activities of Rentals either
involved or were conducted on vehicles provided by the Company, Rentals was a
VIE. Accordingly, the Company considered itself to be the primary beneficiary of
Rentals, and included Rentals’ financial results in its consolidated financial
statements through December 31, 2008.





The
Company has leased forty vehicles to Rentals, as of December 31, 2008, the
Company had terminated the leases and the vehicles had been repurchased by the
dealer from whom the Company originally purchased them, leaving no balance owing
on the lease.





For the
year ended December 31, 2008, the net revenue from these leases totaled $294,442
as follows:





Revenue
      from sales-type leases
                
                $
                1,664,612Less:
      Cancelled lease expense
                
                
                (1,370,170
                )Revenue
      from sales-type lease, net of canceled lease expenses
                
                $
                294,442


F-19


NOTE
8 – FAIR VALUE OF FINANCIAL INSTRUMENTS





Statement
of Financial Accounting Standards No. 157, Disclosures about Fair Value of
Financial Instruments (“SFAS 157”), 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. SFAS 157 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:




December
      31, 2008Carrying
      Value
                    
                    
                    Estimated
      Fair ValueFinancial
      assets:Cash
      and cash equivalents
                    (a)
                    
                    $
                    880,979
                    
                    
                    $
                    880,979Investment
      in sales-type leases – net
                    (b)
                    
                    
                    45,632,963
                    
                    
                    
                    43,765,261Financial
      liabilities:Credit
      facilities
                    (c)
                    
                    $
                    33,000,000
                    
                    
                    $
                    33,000,000Notes
      payable to shareholders
                    (d)
                    
                    
                    435,300
                    
                    
                    
                    435,300





(a)
            The
      carrying value of cash and cash equivalents is considered to be a
      reasonable estimate of fair value since these investments bear interest at
      market rates and have maturities of less than 90
  days.





(b)
            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.





(c)
            Credit
      facilities have variable rates of interest and maturities of one year or
      less. Therefore, carrying value is considered to be a reasonable estimate
      of fair value.




(d)
            The
      fair value of Shareholder notes payable is estimated based on rates
      currently available for debt with similar terms and remaining
      maturities.


F-20


NOTE
9 -RELATED PARTY TRANSACTIONS





Under an
informal arrangement, consulting fees totaling $62,400 were paid to a
shareholder for services rendered during 2008.  The Company leases
office space from its President and majority shareholder, a related party,
pursuant to a lease expiring on July 31, 2011 at the rate of $20,000 per month.
Rent expense under the lease for the year ended December 31, 2008 was
$170,000.





The
Company has notes payable to related parties through its wholly-owned
subsidiary, Mint Texas. The amounts outstanding as of December 31, 2008 and 2007
are $435,300 and $363,702 respectively.  These note payables are
non-interest bearing and due upon demand.  The Company imputed
interest on these note payables at a rate of 8.75% per year.  Interest
expense of $32,658 and $0 was recorded as contributed capital for the year ended
December 31, 2008 and 2007.





NOTE
10 – CAPITAL STOCK TRANSACTIONS




On July
18, 2008, the Company entered into the following simultaneous
transactions:




·
            Declaration of a 20:1 reverse
      stock split (the “Reverse Stock Split”) of the Company’s Common Stock,
      $.001 par value per share, outstanding as of July 16, 2008 (the
      “Pre-Combination Common
Stock”);





·
            Amendment and Restatement of the
      Company’s Articles of Incorporation to increase the authorized capital of
      the Company to 500,000,000 shares, $.001 par value per share, of which
      480,000,000 are Common Stock, $.001 par value per share (the
      “Post-Combination Common Stock”), and 20,000,000 are Preferred Stock,
      $.001 par value per share;





·
            Cancellation of 185,000 shares of
      the Company’s Series A Redeemable Preferred Stock, $.001 par value per
      share (the “Series A Preferred Stock”) which had been previously issued in
      a private placement pursuant to a Stock Purchase Agreement (the “Stock
      Purchase Agreement”) for an aggregate purchase price of
      $185,000;





·
            Amendment of the Company’s
      Amended and Restated Articles of Incorporation to change the name of the
      Company from Legacy Communications Corporation to The Mint Leasing,
      Inc.;





·
            Adoption of a Certificate of
      Designations for the Company’s Series B  Preferred Stock, $.001
      par value per share (the “Series B Preferred Stock”) having voting rights
      equal to the voting rights of all other shares of voting stock plus one
      vote;





·
            Acquisition of all of the
      outstanding shares of The Mint Leasing, Inc., a Texas corporation (“Mint
      Texas”), from private stockholders in exchange for 70,650,000 shares of
      Post-Combination Common Stock and 2,000,000 shares of Series B Convertible
      Preferred Stock, $.001 par value per share (the “Series B Preferred
      Stock”) pursuant to the terms of an Agreement and Plan of Reorganization
      (the “Reorganization
Agreement”);





·
            Exchange 11,279,504 net shares of
      the Company’s Pre-Combination Common Stock owned by E. Morgan Skinner,
      Jr., Lavon Randall, Jeffrey B. Bate, R. Michael Bull, and trusts which
      they control (the “Major Stockholders”) for all of the issued and
      outstanding shares of Legacy Media Corporation pursuant to the terms of a
      Trust Receipt, Irrevocable Instruction and Irrevocable Proxy (the “Trust
      Receipt”);


F-21


NOTE
11 –OPTIONS AND WARRANTS




(A)
            In
      July 2008, the Company issued options to purchase 2,000,000 common shares
      of stock to the selling stockholder who was elected Director, President
      and CEO of Mint Nevada in connection with his employment agreement with
      Mint Texas and assumed by Mint Nevada on the closing date of the merger.
      The exercise price of the options is $3.00 and 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.





(B)
            In
      July 2008, the Company also issued 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.




(C)
            In December 2008, the Company
      issued options to purchase 100,000 common shares of stock to a consultant
      for servicesand
      recorded compensation cost of
$57,644.





The
calculated fair value of the options and warrants and variables used in Black
Scholes Option Pricing are as follows:





(A)
                              
                              
                              (B)
                              
                              (
      C)Exercise
      Price
                              
                              $
                              3.00
                              
                              $
                              0.10-$2.00
                              
                              $
                              1.01Risk
      Free interest rate
                              
                              
                              2.25%
                              
                              
                              2.25%
                              
                              
                              1.25%Expected
      Life
                              
                              
                              10
                              
                              
                              3
                              
                              
                              3Volatility
                              
                              
                              88%
                              
                              
                              88%
                              
                              
                              88%Expected
      dividends
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -Calculated
      fair value
                              
                              $
                              5,135,692
                              
                              $
                              5,252,941
                              
                              $
                              57,644





A summary
of activity under the Employee Stock Plans as of December 31, 2008 and changes
during the year then ended is presented below:




Options
                      
                      Weighted
                        Average
                        Exercise PriceOutstanding
      – December 31, 2007
                      -
                      
                      $
                      -Granted
                      2,100,000
                      
                      $
                      2.91Exercised
                      -
                      
                      $
                      -Forfeited
      or Expired
                      -
                      
                      $
                      -Distributed
                      2,100,000
                      
                      $
                      2.91Outstanding
      – December 31, 2008
                      2,100,000
                      
                      $
                      2.91Exercisable
      – December 31, 2008
                      -
                      
                      $
                      -


F-22


The
following table summarizes information about outstandingwarrants at December 31, 2008:




Year
                    Issued
                  Number
      Outstanding
                  Remaining
      Contractual Life in Years
                  Weighted
      Average Exercise Price2008
                  2,100,000
                  2.42
                  $0.82











NOTE
12 – RECLASSIFICATION OF RETAINED EARNINGS





Upon
completion of the July 18, 2008 transaction with Legacy, Mint ceased to be
treated as a "S" Corporation for Income Tax purposes   In
accordance with Staff Accounting  Bulletin(SAB) 4B, 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.




NOTE
13 – COMMITMENTS AND CONTINGENCIES





Leases





The
Company leases office space from its President and majority shareholder, a
related party, pursuant to a lease which expired on August 31, 2009 at the rate
of $10,000 per month. The lease was renewed to July 31, 2011 at the rate of
$20,000 per month.  Rent expense related to this operating lease
totaled $170,000 for the year ended December 31, 2008.





Operating
lease commitments for years ending December 31 are as follows:




2009
                
                $
                240.0002010
                
                
                240,0002011
                
                
                140,0002012
                
                NIL2013
                
                NILThereafter
                
                NIL$
                620,000





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.


F-23


NOTE
14 – INCOME TAXES





Deferred
tax assets and liabilities are recorded based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Mint Leasing calculates a provision for income taxes using the asset and
liability method, under which deferred tax assets and liabilities are recognized
by identifying the temporary differences arising from the different treatment of
items for tax and accounting purposes.




The
income tax provision (benefit) for the years ended December 31, 2008 and
December 31, 2007 consists of the following:




2008Current
      income tax expense
                  
                  $
                  28,837Deferred
      income tax expense (benefit)
                  
                  
                  1,447,327Total
      income tax provision
                  
                  $
                  1,476,164




Significant
components of our deferred tax assets and liabilities at December 31, 2008
and 2007 are as follows:




2008Deferred
      tax assets:NOL
      carryforwards
                  
                  $
                  295,221Accrued
      expenses
                  
                  
                  221,138Inventories
                  
                  
                  -Property
                  
                  
                  380Other
                  
                  
                  7,452Deferred
      tax liabilities:Accounts
      Receivable
                  
                  
                  (1,955,584
                  )Other
                  
                  
                  (15,934
                  )Net
      deferred tax (liabilities) assets
                  
                  $
                  (1,447,327
                  )




The total
income tax provision recognized by the Company for the years ended December 31,
2008 and December 31, 2007, reconciled to that computed under the federal
statutory corporate rate, is as follows:




2008Tax
      provision at federal statutory rate
                  
                  $
                  1,392,421State
      income taxes — net of federal
                  
                  
                  53,979Valuation
      allowance
                  
                  
                  -Transaction
      FeesOther
                  
                  
                  927Section
      199 creditIncome
      tax provision
                  
                  $
                  1,447,327


F-24


Mint
Leasing adopted FIN No. 48, Accounting for Uncertainty in Income
Taxes — an interpretation of FASB Statement No. 109(“FIN 48”) effective January 1, 2008. FIN 48 provides that a
tax benefit from an uncertain tax position may be recognized in the financial
statements only when it is more likely than not that the position will be
sustained upon examination, including resolution of any related appeals or
litigation processes, based on the technical merits and a consideration of the
relevant taxing authority’s widely understood administrative practices and
precedents. Once the recognition threshold is met, the portion of the tax
benefit that is recorded represents the largest amount of tax benefit that is
greater than 50 percent likely to be realized upon settlement with a taxing
authority. The adoption of this interpretation did not have a material impact on
Mint Leasing's consolidated financial statements.  Further, Mint
Leasing recognized no interest and penalties assessed by taxing authorities on
any underpayment of income tax for 2008.





NOTE
15 – SUBSEQUENT EVENTS




On
February 9, 2009, The Mint Leasing, Inc. entered into a consulting agreement
with ATG Capital Solutions, Inc. to provide investor relations and public
relations services to broaden the Company's presence in the public markets. The
company issued 150,000 unregistered shares of common stock of the Company, as
satisfaction for services rendered pursuant to the contract and later cancelled
the issuance.




On
February 17, 2009, The Mint Leasing, Inc entered into an Engagement Agreement
for Investment Banking Services with Triumph Global Securities, Ltd., and paid a
non-refundable retention fee which will be deducted from future
commissions, if any, payable to Triumph.




During
March 2009, the Company has successfully negotiated with Sterling Bank to change
its revolving credit facility to term loan with first payment due on May 2,
2009.




As of
March 1, 2009, Bill Sklar resigned as CFO, Jerry Parish was appointed as interim
CFO and the Company engaged David Loev of The Loev Law Firm, PC as
legal counsel and appointed three new directors to the board.


F-25


ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





None.





ITEM 9A. CONTROLS AND
PROCEDURES





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.





Our
internal control over financial reporting includes those policies and procedures
that





(i)
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions;


(ii)
            provide
      reasonable assurance that transactions are recorded as necessary for
      preparation of our financial
statements;


(iii)
            provide reasonable assurance that
      receipts and expenditures of company assets are made in accordance with
      management authorization;
and


(iv)
            provide reasonable assurance that
      unauthorized acquisition, use or disposition of company assets that could
      have a material effect on our financial statements would be prevented or
      detected on a timely basis.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because changes in conditions may occur or the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. This assessment is based on the criteria for
effective internal control described in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.





A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. As a result of
management’s evaluation of our internal control over financial reporting,
management identified the following two material weaknesses in our internal
control over financial reporting:





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





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


-24-


In light
of the foregoing, management plans to develop the following additional
procedures to help address these material weaknesses:





·
            We
      will create and refine a structure in which critical accounting policies
      and estimates are identified, and together with other complex areas, are
      subject to multiple reviews by qualified consultants.  We
      believe these actions will remediate the material weaknesses by focusing
      additional attention and in our internal accounting functions.
      However, the material weaknesses will not be considered remediated until
      the applicable remedial controls operate for a sufficient period of time
      and management has concluded, through testing, that these controls are
      operating effectively.





·
            Hiring
      a Chief Financial Officer to oversee financial reporting specifically in
      lease accounting and financial
reporting.





·
            We
      will continue to work with the 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.





·
            We
      will upgrade existing accounting information system to one that is
      tailored for lease accounting to better meet company’s
    needs.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.




Changes
in internal control over financial reporting





There
were no changes in our internal control over financial reporting during our most
recent fiscal quarter that materially affected, or were reasonably likely to
materially affect, our internal control over financial reporting.





ITEM 9B. OTHER
INFORMATION





None.


-25-


PART
III





ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following sets forth our officers and Directors as of the date of this
filing:








Name
              Position
              Year
      of AppointmentJerry
      Parish
              Chief
      Executive Officer, President, Chief Financial Officer,
      Secretary
                and
      Chairman
                Class
      III Director
              2008Victor
      Garcia
              Class
      II Director
              2009Gary
      W. Dugger
              Class
      I Director
              2009Randy
      Foust
              Class
      I Director
              2009





Jerry
Parish, Age 66





Jerry
Parish, founder of The Mint Leasing, Inc. currently serves as the Chief
Executive Officer, President, Chief Financial Officer, Secretary and Chairman of
the Board of Directors of the Company. Mr. Parish is an accomplished
businessman, manager and salesman having spent his entire professional career in
the automobile industry. Mr. Parish has served as both the Sales Manager and
General Manager of several franchise dealerships in Texas, including
Austin-Hemphill, Red McComb Automotive, Westway Ford and the Davis Chevrolet
Organization. In recognition of Mr. Parish’s dedicated service to Red McComb
Automotive, he received a number of awards including Salesman of the Year (in
addition to his numerous “Salesman of the Month” awards). Mr. Parish, a native
of Houston, Texas began his career with military service in the United States
Navy.





Victor
Garcia, Age 44





Victor
Garcia has served as a Director of the Company since March 2009.  Mr.
Garcia has served as the President of Tecbrake since April 1995.  Mr.
Garcia has twenty years of experience with engine brake manufacturing and
distribution.  Mr. Garcia received a business degree from the
Thunderbird School of Global Management in Glendale, Arizona.





Gary
W. Dugger, Age 63





Gary W.
Dugger has served as a Director of the Company since March 2009.  Mr.
Dugger has run the law firm of Dugger & Associates since September
2002.  Mr. Dugger graduated from Oklahoma University with a bachelor’s
degree and received his law degree from the University of Oklahoma.





Randy
Foust, Age 49





Randy
Foust has served as a Director of the Company since March 2009.  Mr.
Foust has served as General Manager of McDavid Nissan since January
2000.  Mr. Foust has twenty years of experience in the automobile
industry.  Mr. Foust graduated from Lamar University.





The
Company has a classified Board of Directors, which is divided into three classes
of Directors designated Class I, Class II and Class III.  The members
of each class are elected for a term of three years and until their successors
are elected and qualified.  The term of Class I Directors, expire on
the next annual meeting of stockholders, the term of Class II Directors, expire
on the date of the second annual meeting of stockholders following the adoption
of the Amended and Restated Articles of Incorporation (July 18, 2009, the
“Adoption Date”), and the Class III Director’s terms expire on the third annual
meeting of stockholders following the Adoption Date.  Thereafter, at
each succeeding annual meeting of stockholders, directors of each class shall be
elected for three-year terms.  Notwithstanding the foregoing, any
Director whose term shall expire at any annual meeting shall continue to serve
until such time as his successor shall have been duly elected and shall have
qualified.


-26-


Officers
hold their positions at the pleasure of the Board of Directors, absent any
employment agreement. Our officers and Directors may receive compensation as
determined by us from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options. Directors may be reimbursed
by the Company for expenses incurred in attending meetings of the Board of
Directors. Vacancies in the Board are filled by majority vote of the remaining
Directors.





Independence
of Directors




We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.





Audit
Committee and Financial Expert




The
Company is not required to have an audit committee and as such, does not have
one.





Code
of Ethics for the CEO and CFO




On July
18, 2008, the Board of Directors of the Company adopted a Code of Ethics for the
Company’s senior officers.  The Board of Directors believes that these
individuals must set an exemplary standard of conduct, particularly in the areas
of accounting, internal accounting control, auditing and
finance.  This code sets forth ethical standards to which the
designated officers must adhere and other aspects of accounting, auditing and
financial compliance.





Changes
in Officers and Directors:





Messrs.
Lavon Randall and Jeffrey B. Bate resigned as Directors of the Company and Mr.
R. Michael Bull resigned as the Company’s Chief Accounting Officer, effective as
of June 26, 2008.  Mr. E. Morgan Skinner, Jr. became the active Chief
Financial Officer as a result of Mr. Bull’s resignation.





Mr. E.
Morgan Skinner, Jr. resigned as a Director and as the President, Chief Executive
Officer, Chief Financial Officer, and Chief Accounting Officer of the Company
effective as of July 18, 2008.





Mr. Jerry
Parish was elected as a member of the Company’s Board of Directors, as the
Company’s Chief Executive Officer, Chief Accounting Officer, President and
Secretary on July 18, 2008.





Additionally
on July 18, 2008, Michael J. Hluchanek and Kelley V. Kirker were appointed as
Directors of the Company and Anacelia Olivarez was appointed as the Company’s
Chief Financial Officer and Treasurer.





On or
around November 18, 2008, William L. Sklar was appointed as Chief Financial
Officer of the Company, and Ms. Olivarez resigned.





On March
1, 2009, William L. Sklar resigned as Chief Financial Officer of the Company and
Jerry Parish was appointed as interim Chief Financial Officer and Chief
Accounting Officer.





Effective
March 4, 2009, Kelley V. Kirker and Michael Hluchanek resigned as Directors of
the Company.





Effective
March 18, 2009, the number of Directors of the Company was increased to four (4)
and Victor Garcia, Gary W. Dugger and Randy Foust were appointed Directors of
the Company.


-27-


SECTION
16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the securities Exchange Act of 1934, as amended, requires our
directors, executive officers and persons who own more than 10% of a class of
our equity securities which are registered under the Exchange Act of 1324, as
amended, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.





To our
knowledge, based solely on a review of the copies of such reports furnished to
us Victor Garcia, Gary W. Dugger and Randy Foust, are currently subject to
Section 16(a) filing requirements and have not made their required filings with
the Commission.


-28-


ITEM 11. EXECUTIVE
COMPENSATION





SUMMARY
COMPENSATION TABLE








Name
      and Principal Position
                                      
                                      Year
                                      
                                      Salary
      ($)
                                      
                                      Bonus($)
                                      
                                      Stock
      Awards ($)
                                      
                                      Options
      Awards
                                          ($)
                                      
                                      All
      Other Compensation
                                      
                                      Total
      ($)Jerry
      Parish
                                      
                                      2008
                                      
                                      $
                                      315,000
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      
                                      $5,135,692
                                      
                                      50,000
                                      
                                      $
                                      5,502,692CEO
      and President (1)E.
      Morgan Skinner (2)
                                      
                                      2008
                                      
                                      $
                                      -
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      -
                                      
                                      -
                                      
                                      $
                                      -CEO
      and Director
                                      
                                      2007
                                      
                                      $
                                      85,000
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      -
                                      
                                      -
                                      
                                      $
                                      85,000William
      L. Sklar (3)
                                      
                                      2008
                                      
                                      $
                                      18,000
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      -
                                      
                                      -
                                      
                                      $
                                      18,000CFOAnacelia
      Olivarez (4)
                                      
                                      2008
                                      
                                      $
                                      98,000
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      -
                                      
                                      -
                                      
                                      $
                                      98,000CFOR.
      Michael Bull (5)
                                      
                                      2008
                                      
                                      $
                                      -
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      -
                                      
                                      -
                                      
                                      $
                                      -Chief
      Accounting Officer
                                      
                                      2007
                                      
                                      $
                                      85,000
                                      
                                      
                                      -
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      $
                                      85,000





*
            Does
      not include perquisites and other personal benefits in amounts less than
      10% of the total annual salary and other compensation.  No
      executive officer earned any non-equity incentive plan compensation or
      nonqualified deferred compensation during the periods reported
      above.





(1) Mr.
Parish has served as the Company’s Chief Executive Officer and President since
July 18, 2008.


(2) Mr.
Skinner served as the Company’s Chief Executive Officer until July 18,
2008.


(3) Mr.
Sklar served as Chief Financial Officer of the Company from on or about November
18, 2008 until March 1,  2009.


(4) Ms.
Olivarez served as the Company’s Chief Financial Officer from July 18, 2008 to
on or around November 18, 2008.


(5) Mr.
Bull resigned as the Company’s Chief Accounting Officer effective June 26,
2008.


-29-


Our
compensation and benefits programs are administered by our Board of Directors
and intended to retain and motivate individuals with the necessary experience to
accomplish our overall business objectives within the limits of our available
resources.  Consequently, the guiding principles of our compensation
programs are:





·
            simplicity,
      clarity, and fairness to both the employee and the
  Company;·
            preservation
      of Company resources, including available cash;
  and


·
            opportunity
      to receive fair compensation if the Company is
  successful.





Each
element of our compensation program contributes to these overall goals in a
different way.





·
            Base
      Salary and Benefits are designed to provide a minimum threshold to attract
      and retain employees identified as necessary for our
    success.·
            Cash
      Bonuses and equity awards are designed to provide supplemental
      compensation when the Company achieves financial or operational goals
      within the limits of our available
resources.





All
compensation payable to the Chief Executive Officer and the other named
executive officers is reviewed annually by the Board of Directors and changes or
awards are approval by the Board of Directors.





Board
Compensation





The
following table sets forth summary information concerning the compensation we
paid to directors during the year ended December 31, 2008:





Name
      (1)
              
              Fees
      Earned or Paid in Cash
                ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              All
      Other Compensation
                ($)
              
              
              Total
                ($)Lavon
      Randall(2)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Jeffrey
      B. Bate(2)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Michael
      J. Hluchanek (3)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Kelley
      V. Kirker (3)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -








(1)
Neither Mr. Skinner nor Mr. Parish received any additional consideration for
their services to the Board of Directors other than what they were paid as
officers of the Company, as provided above, and as such, they have not been
included in the table above.  Mr. Parish has served as the Chairman of
the Company’s Board of Directors since July 18, 2008.  Mr. Skinner
served as a Director of the Company until July 18, 2008.




(2) Mr.
Randall and Mr. Bate resigned as Directors of the Company on June 26,
2008.





(3) Mr.
Hluchanek and Mr. Kirker were appointed as Directors of the Company on July 18,
2008 and resigned effective March 4, 2009.


-30-


The
following table sets forth certain information concerning unexercised stock
options for each named executive officer.  There were no stock awards
outstanding as of the end of fiscal year 2008.




OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END




OPTION AWARDS
                    
                    STOCK AWARDSName
                    
                    Number
      of
                      securities
                      underlying
                      unexercised
                      options
      (#)
                      Exercisable
                    
                    
                    Number
      of
                      securities
                      underlying
                      unexercised
                      options
      (#)
                      Unexercis-
                      able
      (1)
                    
                    
                    Equity
                      Incentive
                      Plan
                      Awards:
                      Number
      of
                      Securities
                      underlying
                      unexercised
                      unearned
                      options
      (#)
                    
                    
                    Option
                      exercise
                      price
      ($)
                    
                    Option
                      expiration
                      date
                    
                    Number
                      of
                      shares
                      or
      units
                      of
      stock
                      that
                      have
                      not
                      vested
                      (#)
                    
                    
                    Market
                      value
      of
                      shares
      or
                      units
      of
                      stock
      that
                      have
      not
                      vested
                      ($)
                    
                    
                    Equity
                      incentive
                      plan
                      awards:
                      number
                      of
                      unearned
                      shares,
                      units
      or
                      other
                      rights
                      that
      have
                      not
                      vested
                      (#)
                    
                    
                    Equity
                      incentive
                      plan
                      awards:
                      Market
                      or
      payout
                      value
      of
                      unearned
                      shares,
                      units
      or
                      other
                      rights
                      that
      have
                      not
                      vested
                      ($)Jerry
      Parish
                    
                    
                    -
                    
                    
                    
                    666,667
                    
                    
                    
                    -
                    
                    
                    
                    3.00
                    
                    7/18/2011
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —-
                    
                    
                    
                    666,667
                    
                    
                    
                    -
                    
                    
                    
                    3.00
                    
                    7/18/2011
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —-
                    
                    
                    
                    666,666
                    
                    
                    
                    -
                    
                    
                    
                    3.00
                    
                    7/18/2011
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —




(1) In
July 2008, the Company granted stock options to purchase 2,000,000 shares of
common stock to Mr. Parish, in connection with the assumption of his employment
agreement with Mint Texas. The exercise price of the options is $3.00 and the
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 (July 18, 2008).





Employment
Agreement:





On July
18, 2008, the Company assumed a three year employment agreement between Mint
Texas and Mr. Parish, originally effective as of July 10, 2008.  The
employment agreement provides for a salary $675,000 per annum and a bonus
payable quarterly equal to 2% of the Company’s “modified EBITDA” (as defined in
the employment agreement), as well as a discretionary bonus payable at the
option of the Company’s Board of Directors.  Upon the termination of
the employment agreement for cause by the Company (as defined therein) or by Mr.
Parish, without cause, Mr. Parish will receive only the benefits and
compensation he has earned as of the termination date of the
agreement.  Upon termination of the agreement by Mr. Parish for good
cause (as defined therein) disability or death, Mr. Parish is due his
compensation for the remainder of the current calendar month, and for 12 months
thereafter (or such shorter period as the agreement is in effect) and his pro
rated bonus.





Mr.
Parish also receives five weeks of vacation per year pursuant to the employment
agreement, of which up to four weeks of vacation time shall roll over to the
following year if not used.  Mr. Parish may also exchange up to one
week’s vacation time per year in exchange for an additional one week’s salary
from the Company.





In July
2008, the Company granted stock options to purchase 2,000,000 shares of common
stock to Mr. Parish, in connection with the assumption of his employment
agreement with Mint Texas. The exercise price of the options is $3.00 and the
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 (July 18, 2008).


-31-


ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table sets forth certain information, as of March 24, 2009 with
respect to the holdings of (1) each person who is the beneficial owner of
more than five percent of our common stock, (2) each of our directors,
(3) each named executive officer, and (4) all of our directors and
executive officers as a group.




Beneficial
ownership of the common stock is determined in accordance with the rules of
the Securities and Exchange Commission and includes any shares of common stock
over which a person exercises sole or shared voting or investment powers, or of
which a person has a right to acquire ownership at any time within 60 days of
March 24, 2009.  Except as otherwise indicated, and subject to applicable
community property laws, the persons named in this table have sole voting and
investment power with respect to all shares of common stock held by
them.





Common
      Stock Shares Beneficially Owned
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        Series
      A Convertible Preferred Stock Shares Beneficially Owned
                                                                                        
                                                                                        
                                                                                        Series
      B Convertible Preferred Stock Shares Beneficially Owned
                                                                                        Total
      Voting Shares
                                                                                        
                                                                                        Total
      Voting Percentage (3)Jerry
      Parish* - Chief Executive Officer, President, Secretary and
      Chairman
                                                                                        
                                                                                        
                                                                                        72,650,000
                                                                                        (1)(2)
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,000,000
                                                                                        
                                                                                        154,729,505
                                                                                        (1)(2)
                                                                                        
                                                                                        93.1
                                                                                        %Victor
      Garcia* - Director
                                                                                        
                                                                                        
                                                                                        35,325,000
                                                                                        (1)
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        0
                                                                                        (1)
                                                                                        
                                                                                        0
                                                                                        %Gary
      Dugger* - Director
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        0
                                                                                        %Randy
      Foust* -Director
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        0
                                                                                        %All
      of the Officers and Directors as a Group
                                                                                          (4
      persons)
                                                                                        
                                                                                        
                                                                                        72,650,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,000,000
                                                                                        
                                                                                        154,729,505
                                                                                        
                                                                                        
                                                                                        93.1
                                                                                        %








* The
address of all of our officers and Directors is the Company’s address, 323 N.
Loop West, Houston, Texas, 77008.





(1) Mr.
Parish was provided the right to vote the shares of common stock held by Mr.
Garcia pursuant to a Voting Trust Agreement dated on or around July 10,
2008.  The Voting Trust Agreement remains in effect until December 31,
2009.





(2)
Includes stock options to purchase 2,000,000 shares of common stock. The
exercise price of the options is $3.00 per share, and the 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 (July
10, 2008). The Series B Convertible Preferred Stock shares are convertible at
the option of the holder with 61 days notice to the Company into 10 shares of
common stock for each share of preferred stock issued and outstanding, which
conversion rate may be increased by the Company’s Board of Directors from time
to time as provided in the preferred stock designations.


-32-


(3) Based
on 164,159,009 voting shares issued and outstanding, which amount includes the
82,079,504 shares of common stock issued and outstanding and 2,000,000 shares of
the Company’s Series B Convertible Preferred Stock issued and outstanding, which
shares vote in aggregate the total number of voting shares of the Company plus
one vote.





ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS





During
May 2008, the Company leased 40 vehicles to Mint Car and Truck Rentals, LLC.
(“Rentals”) a limited liability partnership controlled by the Company’s majority
shareholder, Jerry Parish  The Company had leased forty vehicles to
Rentals, as of December 31, 2008, but the Company has terminated the leases and
the vehicles had been repurchased by the dealer from whom the Company originally
purchased them, leaving no balance owing on the lease.





The
Company leases office space from its President and majority shareholder, a
related party, pursuant to a lease expiring on July 31, 2011 at the rate of
$20,000 per month, described in greater detail above under “Properties.” Rent
expense for this lease for the year ended December 31, 2008 was
$170,000.





On July
18, 2008, the Company assumed the employment agreement between Mint Texas and
Mr. Parish.  The employment agreement provides for a salary $675,000
per annum and a bonus payable quarterly equal to 2% of the Company’s “modified
EBITDA”. In July 2008, the Company granted stock options to purchase 2,000,000
shares of stock to Mr. Parish in connection with his employment agreement with
Mint Texas and assumed by Mint Nevada on the closing date of the
merger.





The
Company has notes payable to related parties through its wholly-owned
subsidiary, Mint Texas. The amounts outstanding as of December 31, 2008 and 2007
are $435,300 and $363,702 respectively.  These note payables are
non-interest bearing and due upon demand.  The Company imputed
interest on these note payables at a rate of 8.75% per year.  Interest
expense of $32,658 and $0 was recorded as contributed capital for the year ended
December 31, 2008 and 2007.





ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES





Audit
Fees





The
aggregate fees billed for each of the fiscal years ended December 31, 2008 and
2007 for professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and the review of the
Company's quarterly financial statements were $62,000 and $26,000,
respectively.





Audit
Related Fees





The
Company paid its principal independent accountants other audit fees
totalling $63,620 in conjunction with its 8-K audit and other services related
to the Company's reverse merger with Legacy Communications Corp.





Tax
Fees





The
Company paid its principal independent accountants for professional services
related to the Company's taxes $0 and $13,500 for the years ended December 31,
2008 and 2007, respectively.





All
Other Fees





None.


-33-


ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES





(a)
Exhibits





Exhibit
      No.
            Description
      of Exhibit3.1(2)
            Amended
      and Restated Articles of Incorporation3.2(2)
            Amended
      and Restated Bylaws3.3(3)
            Amendment
      to the Bylaws of the Company4.1(1)
            Incentive
      Stock Option for 2,000,000 shares4.2(1)
            Consulting
      Agreement dated June 1, 20074.3(1)
            Consulting
      Agreement dated June 1, 20074.4(1)
            Common
      Stock purchase warrant for 1,050,000
shares


4.5(1)
            Common
      Stock purchase warrant for 1,050,000 shares4.6(1)
            Note
      Conversion Agreement dated July 18, 20084.7(1)
            Designation
      of Series B Convertible Preferred Stock4.8(2)
            2008
      Directors, Officers, Employees and Consultants Stock Option, Stock Warrant
      and Stock Award Plan10.1(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. Kirker10.5(4)
            Voting
      Trust Agreement between Jerry Parish and Victor Garcia10.6*
            Modification,
      Renewal and Extension Agreement with Sterling Bank14.1(1)
            Code
      of Ethics dated July 18, 2008


21.1*
                Subsidiaries31.1*
                Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      Section 302 of the Sarbanes-Oxley Act of 200232.1*
                Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002




* Filed
herein.





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





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





(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 Mr. Parish’s
Schedule 13d filing, filed with the Commission on July 24, 2008, and
incorporated herein by reference.


-34-


SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




THE MINT LEASING,
      INC.DATED: 
      April 15, 2009
                  By: /s/ Jerry ParishJerry
      ParishChief
      Executive Officer and Chief Financial Officer,
                    Secretary
      and President(Principal
      Executive Officer and Principal Accounting Officer)





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.





NAME
                          TITLE
                          DATE/s/ Jerry Parish
                          Chief
      Executive Officer
                          April
      15, 2009Jerry
      Parish
                          Chief
      Financial Officer, President, Secretary and Chairman of the Board of
      Directors(Principal
      Executive Officer and Principal Accounting Officer)/s/
      Victor Garcia
                          Director
                          April
      15, 2009Victor
      Garcia/s/ Randy Foust
                          Director
                          April
      15, 2009Randy
      Foust


-35-