SecProbe.io

May 18, 2005

Via US Mail and Facsimile

Susan Weisman
Chief Financial Officer
Coach Industries Group, Inc.
12330 SW 53rd Street, Suite 703
Cooper City, Florida 33330

Re: Coach Industries Group, Inc.
 Form 10-KSB for the year ended December 31, 2004
 Form 10-QSB for the quarter ended March 31, 2005
 Commission File Number: 000-19471

Dear Ms. Weisman:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Item 1. Description of the Business

Seasonality, page 6
1. Supplementally explain to us and expand your disclosure to include the facts and circumstances surrounding the 2
nd and 4th quarter seasonality cite d in your note on page 6.

Coach Industries Group, Inc.
May 18, 2005
Page 2

Item 6. Management’s Discussion and Analysis, page 13

2. We understand from your disclosure on page 4 that you classify borrowers’ credit quality on a scale of “A” to “D.”   To pr ovide readers with a be tter understanding of  the credit quality
and performance of your loan portfolio, please  revise your MD&A disclosures to provide a
table quantifying the balances of lease and lo an receivables due from customers in each
credit quality grade category, including pe rforming and non-performing (non-accrual)
balances, allowance for losses, and average interest rates.

3. We note from your disclosure on page 37 that a large portion of accrued wages is attributable
to officers and directors and, to better use your resources, you antic ipate converting these
wages to common stock at a fixed price of $0.92 per share.  Supplementally explain to us
how you determined the conversion price and how it related to the market  value of the stock
at the date the conversion pr ice was determined.  Also, pl ease explain to us why the
conversion of $714,000 in accrued wages was not  converted at this fixed rate.

Report of Independent Registered Public Accounting Firm, page F-2

4. Please file an amended Form 10-KSB with a revised report including an explanatory
paragraph regarding the restat ement for the CTMC acquisition.

Financial Statements

Consolidated Statements of Cash Flows, page F-6

5. The $1,220,979 use of cash related to accrued contract  settlement in your statement of cash
flows does not equal the change in the balan ce of the accrual from 2003 to 2004.  Please tell
us how you computed the balance in your statement of cash flows, and supplementally explain what the change represents.

6. Your statement of cash flows presents cash received from acquisitions of $718,156 in 2004, while note 8 states that you paid cash cons ideration of $740,000 for CDS.  Based on these
facts, the first table in note 9 appears to improperly compute a cash flow total based on the sum of non-cash items exchanged in your acquisitions.    The investing section of the
statement of cash flows should present an outfl ow for cash paid for acquisitions net of any
cash acquired.  Accordingly, please revise the statement of cash flows as appropriate and
provide us with a reconciliation of cash paid and acquired for each of your acquisitions that
supports the total cash flow balance on your cash flow statements.  Further, please revise
note 8 to present a table for each acquisition s howing the allocation of total purchase price
(including stock, cash, and assumed debt) to vari ous categories of net tangible and intangible
assets acquired.

Coach Industries Group, Inc.
May 18, 2005
Page 3

Note 2 – Summary of Significant Accounting Policies

Supply Inventory, page F-11
7. Please revise your disclosure to include your policy for identifying a nd recording excess and
obsolete inventory.

Note 6.  Property and Equipment, page F-15

8. Please tell us why there was no depreciati on expense or accumulated depreciation at
December 31, 2003.

Concentrations of Credit Risk, page F-10
9. Please revise your disclosure here and throughout  your filing to comply with paragraph 39 of
SFAS 131.  Specifically, please disc lose the identity of the se gment or segments reporting
revenues from your customer cont ributing 18% to total revenues.

Note 8 – Acquisitions, page F-16

SCB Acquisition
10. Please revise the disclosure regarding the valu e of the SCB acquisition included here with
that included elsewhere in your filing.  Specifi cally, this disclosure does not include the
$156,000 of cash receive d in April 2004.

11. As a related matter, please explain to us w hy the stock price on November 6, 2003 was used
to value the SCB acquisition.  Use the conclusions reached in EITF 99- 12 in supporting your
argument.

Go Commercial Acquisition
12. We note from your disclosure elsewhere in your  filing that you acquired Go Commercial in
July 2004.  Please revise your Note 8 to include a summary of this acquisition.   As a related
matter, please supplementally explain to us a nd include in your revi sed disclosure why the
423,529 shares were given to CDS.

CDS Acquisition
13. Supplementally explain to us and revise your di sclosure to include how the 3.2 million shares
of common stock exchanged in the CDS transaction were valued.

14. As a related matter, supplementally explain to us and revise your disc losure to indicate
whether the contingent consideration of $960,000 of common stock is based on a fixed
number of shares, and confirm to us that the entire amount of conti ngent consideration has
been paid.

Coach Industries Group, Inc.
May 18, 2005
Page 4

15. Please reconcile the valuation of the independent contractor settlement platform discussed in
Note 8 ($1.2 million) with that disc ussed on pages 17, 20, and F-15 ($1.4 million).

Note 10 – Stockholders’ Equity, Page F-19

16. Please revise your disclosure to include a discussion of the capitalizat ion of CTMC.  This
discussion should include the recapitalization via the reverse acquisition and should be
presented in detail.

17. Supplementally explain to us  and revise your disclosure  to include the facts and
circumstances surrounding the $550,336 of de ferred compensation recognized in 2003.

18. From your disclosure in Note 10, we note that, on August 26, 2003, you issued 1,100,666
shares of common stock to settle approximately $165,000 of consulting charges.  This does
not appear to be reflected in your statement of  stockholders’ equity.  Supplementally explain
to us how you have reflected this issuance.  We may have further comment on your response.

19. We note from your Statement of Stockholders ’ Equity that you issued 1,289,900 shares of
common stock during 2004 related to consulting services received or  contracted.  It is unclear
how this amount is derived from the issuances de scribed in Note 10.  Please provide us with
a tabular reconciliation of each issuance describe d in Note 10 to the total as stated in your
equity rollforward on page F-5.

20. Please revise Note 10 to fully describe each  equity transaction occurring during the years
presented.  Specifically, we note several instances where the specific transaction value is not disclosed, including but not lim ited to the Elm Street warrants, Chief Compliance and Ethics
Officer compensation, dollar amount of the 1.3  million share Elm Street conversion, and
several issuances of shares for consulting and legal services.  Conversely, we also note that
there appear to be items described in Note  10, occurring during fiscal 2004 that are not
presented in your equity rollforward, including but not limited to the i ssuance of warrants to
Elm Street Partners on conversion of portions of their note to common stock and the repurchase of 95,000 shares of common stock.  Pl ease revise your disclosure in Note 10 and
equity rollforward presentation as necessar y.   If you believe no changes are necessary,
supplementally explain to us the facts a nd circumstances surrounding your conclusion.

21. We note from the disclosure here and elsewhere in your filing that you have accrued an
obligation of $1.2 million related to personal gu arantees of $12 million and are treating the
accrual as compensation expense.  Supplementally explain the facts and circumstances surrounding these guarantees.  Include in your response why you believe compensation
expense is appropriate, how you determined the conversion rate for the portion converted to
common stock, and how that rate compares to the market value.  We may have further
comment on your response.

Coach Industries Group, Inc.
May 18, 2005
Page 5

22. Supplementally explain to us the facts and circumstances surrounding the issuance of 250,000 shares of common stock to your Chief Co mpliance and Ethics Officer on January 1,
2004.  Include in your response how you valued a nd recorded such issu ance.  We may have
further comment on your response.

Note 11.  Income Taxes, page F-23

23. Please revise your tabular disclosure of income tax expense (benefit) to include federal and state as well as current and deferred amounts.  You report zero total tax expense for 2004 and
2003.  Therefore, please revise your tabular reconciliation of expected to actual tax expense
(benefit) so that the expected figures reconc ile down to actual tax expenses of zero in both
periods presented.  Finally, please revise to  present all other disclosures required by
paragraphs 43 to 49 of SFAS 109.

Note 12 – Segment Reporting

24. We note that your disclosure on page 1 that  you operate in two segments; however, your
disclosure within Note 12 to your financial statements app ears to indicate you operate in
three: Manufacturing, Lease Finance, and Indepe ndent Contractor Settlement.  Please revise
your disclosure on page 1 to corresp ond to that included in Note 12.

25. As a related matter, we note that you have ex cluded CTMC from the manufacturing segment
as you do not feel the current performance is indi cative of future results.  Please revise your
disclosure to include CTMC as a part of  the manufacturing segment as SFAS 131 does not
provide for exclusion of opera ting businesses due to unusual fi nancial results.  Supplemental
disclosure of unusual charges may be  provided in this footnote.

Debt

General
26. Your current debt disclosure is inadequate.  Pl ease revise your footnote disclosure to include
a separate debt footnote specifically detailing the specific terms of each outstanding note as
well as the aggregate maturities of borrowings fo r each of the fiver years following the latest
balance sheet date.  Refer to SOP 01-6 and paragraph 10 of SFAS 47.  Please include a copy
of your intended disclosu re with your response.

Laurus Note
27. We note that your disclosure on  page 18 indicating the number of  shares and conversion rates
relating to the outstanding balance on the Laurus note appears to indicate a total convertible
balance of $3,408,015.  This amount is $240,000 than  the stated amount outstanding on the
note in the same disclosure.  Please confirm to us  that this amount represents accrued interest
or reconcile this discrepancy.

Coach Industries Group, Inc.
May 18, 2005
Page 6

28. We note that the terms of the Laurus note in clude different conversion rates for various
borrowing levels as well as det achable warrants exercisable at various prices.  We also note
from disclosure elsewhere in your filing and from the statement of stockholders’ equity that it appears you have taken a discount on the value of the note.   Please explain to us how you
have calculated and recorded the beneficial c onversion feature related to both the conversion
to common stock and the issuance of detachable  warrants.  Refer to the guidance in EITF 98-
5 and EITF 00-27 for guidance.  We may have  further comment on your response.  Please
include in your revised debt  footnote the effective interest rate of this note.

29. We note the disclosure on page 15 that, due to a market pref erence provided in the Laurus
transaction of 20% on the first $2 million, you reclassified $400,000 to additional paid in
capital.  Supplementally clarify your intended m eaning.  Include in your response the source
of the market preference.

Elm Street Partners Note
30. We note from your disclosure throughout your filing that you have converted substantial
notes payable to Elm Street Partners during 2004 and also issued warrants to purchase
common stock in conjunction with the conversion.  Supplementally tell us how much of this
note is still outstanding as of Decembe r 31, 2004.  Also, please tell us how you have
accounted for the beneficial conversion of the co mmon stock and how you have accounted
for the value of the warrants given in connect ion with the conversion.  We may have further
comment on your response.

Form 10-Q for the Quarter Ended March 31, 2005

Item 2. Management’s Discussion and Analysis

Results of Operations for the three months  ended March 31, 2005 compared to March 31, 2004
31. We note that you have included a reconciliation of EBITDA to net inco me for the quarterly
periods ended March 31, 2005 an d 2004, but have not discusse d your purpose for including
this measure.  Supplementally explain to us  and revise your disclosure to indicate
management’s use for EBITDA.  Also, ensure that net income is reconciled to the most
comparable GAAP measure.  Refer to the guidance in Section II of FR 65.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have provided a ll information investors
require.  Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that

Coach Industries Group, Inc.
May 18, 2005
Page 7

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and
‚ the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised that the Division of Enforcement ha s access to all information you
provide to the staff of the Divi sion of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please file your response to our comments via E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 if you
have questions or me at 202-551-3211 with any c oncerns as I supervised  the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f