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Correspodence Letter

 July 29, 2005

 BY EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attn: David R. Humphrey, Branch Chief

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 Mr. Humphrey:

 We hereby transmit by EDGAR pursuant to Rule 101(a) of Regulation S-T, our responses to the Commission’s letter, dated May 18, 2005, in connection
with the Commission’s review of the Company’s Form 10-KSB for the year ended December 31, 2004 and Form 10-QSB for the quarterly period ended March 31, 2005 (the “Annual Report” and “Quarterly Report,” respectively).
For the convenience of the staff, each comment is repeated verbatim with the Company’s response immediately following.

 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 2nd and 4th quarter
seasonality cited in your note on page 6

 Response:
Seasonality for the limousine business parallels the high seasons in the hotel and leisure industry. In addition, the limousine business increases during (i) the graduation and promenade seasons, which begin in March and run through June, and (ii)
the holidays, which also correspond with the new model year in September and October, accounting for increased sales during the second and fourth quarters compared to the first and third quarter of the year.

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 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 provide readers with a better 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 loan receivables due from customers in each credit quality grade category, including performing and non-performing (non-accrual) balances, allowance for losses, and average interest rates

 Response: The Company had no non-performing assets as of December 31,
2004. The allowance for lease losses is primarily attributed to the acquired portfolio. The following table provides detail on the credit quality of the portfolio as of December 31, 2004:

 Classification

Amount

Reserve
Percentage

Percentage
of Reserve

 A

$
373,462

1.00
%

$
3,700

 B

597,540

2.00
%

6,000

 C

522,847

3.00
%

15,700

 Acquired Portfolio

795,249

10.00
%

79,659

 Total

$
2,289,098

4.58
%

$
105,059

 The average interest
rate on the portfolio is approximately 14.85% at December 31, 2004.

 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 anticipate 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 price was determined. Also, please explain to us why the conversion of $714,000 in accrued wages was
not converted at this fixed rate.

 Response: Accrued
wages conversion rate was determined based on 85% of the average of the last five trading days of 2004. The accrued wages of $714,000 were converted at $0.92 based on the same formula.

 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 restatement for the CTMC acquisition

 Response: In August 2004, management submitted an amended 10-KSB for the year ended December 31, 2003. The audit report contained therein included an explanatory paragraph regarding the restatement for the CTMC acquisition and was
dual dated accordingly. The audit report refers to comparable periods now contained in the same annual report since the restatement. Our auditors have advised us that this is in accordance with the reporting standard AU Sections 400 and 500.

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 2005

 Page 3

 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 balance 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.

 Response: The balance of accrued contract settlement and all assets
acquired attributed through the purchase of a company were included in the statement of cashflows as non-cash and reported as a net cash increase in investment activities with supplemental disclosure in Note 9, supplemental cashflow disclosure.

 6. Your statement of cash flows presents cash received from acquisitions of
$718,156 in 2004, while note 8 states that you paid cash consideration 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 action of the statement of cash flows should present an outflow 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 showing the allocation of total
purchase price (including stock, cash, and assumed debt) to various categories of net tangible and intangible assets acquired.

 Response: The Company issued a note payable to the shareholders in connection with its acquisition of CDS. The Company paid down the note in
October 2004 and paid the remaining balance in January 2005. The cash was included on our financing operations as a repayment. We will revise Note 8 for the allocation of the proceeds for the acquisition.

 The following is a table of the net non-cash assets that were acquired during
the year ended December 31, 2004, as a result of the business acquisitions:

CFS

CDS

Total

 Non-cash assets (liabilities):

 Current assets

$
 —

$
2,022,545

$
2,022,545

 Property and equipment

—

223,015

223,015

 Goodwill

797,184

5,667,302

6,464,486

 Lease receivables, net

1,221,899

1,221,899

 Other

74,657

—

74,657

 Current liabilities

—

(3,831,019
)

(3,831,019
)

 Lease financing obligation

(1,373,740
)

—

(1,373,740
)

 Net non-cash assets acquired

720,000

4,081,844

4,801,844

 Less: common stock issued,

720,000

3,640,000

4,360,000

 Less: notes and payables to shareholders issued

—

1,160,000

1,160,000

 Cash received from business acquisitions, net

$
 —

$
718,156

$
718,156

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 2005

 Page 4

 Note 2 – Summary of Significant Accounting
Policies

 Supply Inventory, page F-11

 7. Please revise your disclosure to include your policy for identifying and recording excess
and obsolete inventory.

 Response: The Company performs
periodic inventory procedures to identify supply inventory that is considered excess or obsolete. The Company records obsolete or excessive inventory at the lower of cost or market and the amount is included in general and administrative expenses
for the period. During the year ended December 31, 2004, the Company recorded $20,000 of expenses related to obsolete inventory; with zero recorded for the same period in 2003.

 Note 6. Property and Equipment, page F-15

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

 Response: The Company acquired SCB effective December 31, 2003, and
the fixed assets were contributed to CTMC effective December 31, 2003. No depreciation expense was recorded for 2003 based on the date of acquisition and contribution being made at December 31, 2003, the date placed in service.

 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 disclose the identity of the segment or segments reporting revenues from your customer contributing 18% to total revenues.

 Response: The Independent Contractor Settlement Processing segment specifically has one customer that comprises 18% of its revenues. The revenues
attributed to this one customer are $12.9 million for the year ended December 31, 2004.

 Note 8 – Acquisitions page F-16

 SCB
Acquisition

 10. Please revise the disclosure regarding the value of
the SCB acquisition included here with that included elsewhere in your filing. Specifically, this disclosure does not include the $156,000 of cash received in April 2004.

 Response: We will revise the wording on page F-16 in subsequent filings.

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 2005

 Page 5

 11. As a related matter, please explain to us why 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.

 Response: The stock price was based on the closing market on the date of the agreement, as negotiated between the parties. There were no formulas
in the initial purchase agreement that could change the number of shares or the amount of other consideration to be issued. These terms were agreed to by both parties in the purchase agreement. December 31, 2003, was the effective date of the
agreement. In accordance with EITF 99-12 there were no conditions contained in the purchase agreement, nor were there conditions which subsequently arose that would cause the parties to consider the revision of the contractual date of November 6,
2003, or the agreed upon number of shares.

 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 and include in your revised disclosure why the 423,529 shares were given to CDS.

 Response: The reference to the shareholders of CDS was
a typographical error and we corrected the disclosure in the March 31, 2005 Form 10-QSB. The acquisition of Go Commercial included the purchase of a portfolio of $1.3 million, net of an allowance for lease losses and assumed related liability. In
addition, the acquisition included the infrastructure, as well as the $4.5 million secured guidance line used to support the business. The Company issued 423,529 shares of common stock to Go Commercial, which was valued based on the closing market
price of the common stock on July 6, 2004, the acquisition date. We will revise Note 8, accordingly in subsequent filings.

 CDS Acquisition

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

 Response: The Company valued the 3.2 million shares of common stock at
$1.19, based on the purchase agreement. The purchase agreement provided in relevant part that, for purposes of calculating the value of the shares of Common Stock to determine the total number of shares due at the Closing Date, the per share value
would be equal to the median share value between (i) $1.25 per share and (ii) the average of the closing prices during the ten preceding trading days.

 14. As a related matter, supplementally explain to us and revise your disclosure 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 contingent consideration has been paid.

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 2005

 Page 6

 Response: The dollar amount and the
stock price were fixed per the agreement. The entire consideration attributed to common stock of $960,000 was converted into 806,724 shares of common stock based on the $1.19 per share price identified in the purchase agreement as disclosed above in
Response 13. The entire amount of the contingent consideration was paid.

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

 Response: The Company allocated $2.6 million of goodwill: $1.2 million was allocated to an intangible for the
customer list and $1.4 million was allocated to the billing platform Note 8 has a typographical error and we will correct in subsequent filings.

 Note 10 – Stockholders’ Equity, Page F-19

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

 Response:

 Restatement of Financial Statements

 The Company, after careful consideration and review, has elected to change
the accounting treatment of the transaction between the Company and Commercial Transportation Manufacturing, Inc. (the “Transaction”) and accordingly restate the financial statements. Originally, the Transaction was accounted for as a
business combination that resulted in recording goodwill, an intangible asset, of approximately $490,000. After further investigation and consideration, the Company has concluded that the accounting treatment of this Transaction as a reverse merger
more accurately reflects the nature of this transaction. The primary factor influencing the accounting treatment change for this Transaction is that the Company, Coach Industries Group, Inc. had no operations prior to the Transaction. The accounting
impact of treating this Transaction as a reverse merger instead of a business combination is an elimination of approximately $490,000 of goodwill and a reduction of Additional Paid-in Capital and the accumulated deficit by the same amount.

 The restatement was recorded as follows:

 Accounts

As Reported

Restated

Net Change

 Good will

$
2,678,896

$
2,186,595

$
(492,301
)

 Capital Stock

9,785

9,785

0

 Additional Paid in Capital

5,675,277

5.360,228

(315,049
)

 Restricted Stock – unearned compensation

0

0

0

 Accumulated deficit

(1,566,037
)

(1,743,290
)

(177,253
)

 Revenues

471,762

1,068,487

596,725

 Cost of Goods Sold

647,574

1,411,058

(763,484
)

 Gross Loss

(175,812
)

(342,571
)

(166,759
)

 Total Operating Expenses (1)

1,525,325

1,400,719

124,606

 Loss from continuing operations

(1,701,137
)

(1,743,290
)

(42,153
)

 Gain on discontinued operations

135,100

—

(135,100
)

 Net Loss

(1,566,037
)

(1,743,290
)

(177,253
)

(1)
Total operating expenses as reported includes $810,000 relating to amortization of deferred compensation and $94,118 relating to the loss on reduction of trade payables. The amount
of operating expenses as restated does not include any expense or income attributed to these captions included in expense for the same period.

 David R. Humphrey

 Securities and Exchange Commission

 July 29, 2005

 Page 7

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

 Response: The Company hired various consultants during 2003 to assist them in running the business and provide them with the necessary expertise to
perform mergers and acquisitions and such. Pursuant to these agreements, the Company provided stock compensation rather than cash compensation to these various c