SecProbe.io

July 1, 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 your June 29, 2005 response letter and have the following comments.
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.  We also ask you to provide us with supplemental
information so we may better understand your disclosu re.  Please be as deta iled as necessary in
your explanation.  We look forward to working with you in these resp ects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * *
General

1. Refer to our previous comments 2, 7, 9, and 19.  Please confirm to us that you will revise
your disclosure in future filings to include the discussion or presentation included in your
response.

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

2. Refer to our previous comment 3.  We note th at the conversion pri ce of $0.92 is based on
85% of the average market value of the last five days of 2004.  Supplementally explain to us
how you have accounted for the additional compensation expense resulting from the 15%
discount applied upon conversion.

Ms. Susan Weism an
Coach Industries Group, Inc.
July 1, 2005
Page 2

Financial Statements

Statements of Cash Flows, page F-6
3. Refer to our prior comment 5.  From your response it appears that you acquired the liability
“Accrued Contract Settlement” in a business ac quisition during 2004 and th at the liability has
been partially fulfilled as of December 31, 2004 through the use of cash.  Please confirm our
understanding or revise your  response, as necessary.

Note 10 – Stockholder’s Equity, page F-19

4. Refer to our previous comment 18.  Supplementally clarify whether th e settlement of the
liabilities described relates to CTMC (the accounting acquirer) or the accounting acquiree.  If
they relate to the accounting acquiree, please revi se your disclosure to include a discussion of
how these were treated in the recapitalization.  If they relate to CTMC, please tell us why
they have not been included in your statement of stockholders’ equity.

5. Refer to our previous comment 21.  Please revise your explanation to fully and completely
explain the nature of the guara ntees provided by the officers.  Also, tell us when you and the
officers determined the accrued compensation w ould be converted to common stock based on
the formula provided in your response and how you accounted for the apparent additional
compensation related to the discounted conversio n rate of 85% of mark et value.  We may
have further comment on your response.

Note 11 – Income Taxes, page F-23

6. Please revise your presentation of the tax prov ision to disclose current and deferred tax
expense or benefit for both the State and Fede ral portions of the provision as previously
requested.

Debt

7. Please revise your proposed debt disclosures to  include the following items to ensure your
disclosure is complete a nd useful to investors:

• For each issue of debt, disclose the general character of the borrowing, interest rate, date
of maturity, priority of payment, basis for conversion (if applicable), repayment terms for
principal and interest, collateral requirements, redemption features (if applicable),
restrictive covenants, and all other significant terms.

• Further, please ensure the ta ble disclosing the aggregate amo unt of maturiti es of all long-
term borrowings for each of the five years fo llowing the date of the latest balance sheet

Ms. Susan Weism an
Coach Industries Group, Inc.
July 1, 2005
Page 3

agrees in total to the sum of  all long-term borrowings outstanding as of the latest balance
sheet (including current portions  of long-term borrowings).

8. Refer to our previous comment 27.  Supplemen tally explain to us how the previously
disclosed $300,000 convertible at $0.50 per shar e is considered in your proposed revised
disclosure.  Please also explain to us how you calculated the eff ective interest rate of 10.65%.
Your response should specifically  include an analysis of the beneficial conversion feature
similar to that contained in pa ragraphs 5-7 of EITF 00-27.

9. As a related matter, please revise your disclosure to incl ude a discussion detailing the
specific sources of each discount on the Laurus note.  That is, you should discuss the impacts of the difference in the market value on the date  of issuance from the conversion rate, as well
as the impact of the warrant valuation on the calculation of the effective interest rate.  Please include a draft of your intended disclosure with your response.

10. We note your response to our prior comment 30, but are unclear as to  your basis in GAAP
for using the valuation method for the warrant s described.  Please explain to us why you
believe it is appropriate to take an additiona l discount from the Black-Scholes calculation
used to value these warrants.  Include in your response how your initial valuation differed
from the valuation of warrants to purchase unres tricted shares; specifically address how the
factors discussed in your response were considered in assessing the volatility measure used in
the Black-Scholes valuation of the restricted shares.

* * * * * * * * * * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

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

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Ms. Susan Weism an
Coach Industries Group, Inc.
July 1, 2005
Page 4

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

 You may contact Amy Geddes at 202- 551-3304 or Lyn Shenk at 202-551-3380 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact me at 202-551-3211 w ith any other questions.

        S i n c e r e l y ,

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