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Letter of Correspondence

 September 26, 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 July 1, 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.

 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.

 Response: We will revise our disclosure in future filings to reflect
our responses to comments 2, 7, 9 and 19.

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 2

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

 2. Refer to our previous comment 3. We note that the conversion price 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 applies upon conversion.

 Response: The Company believes that the conversion of accrued wages at 85% of the average closing price of our common
stock is no less than the fair market value of the common stock and therefore should not result in an additional compensation expense. The Company issued restricted common stock in exchange for accrued wages.

 The Company determined the fair market value of the restricted common stock
with reference to the average closing price of its freely trading common stock as quoted on the OTC Bulletin Board. The 15% is to account for the various restrictions placed on the common stock issued in lieu of accrued wages. For example, the
common stock is restricted and may not be sold for at least one year pursuant to Rule 144, unless earlier registered under the Securities Act. Further, the holders of the restricted common stock were not granted any registration rights. We also
considered the Company’s short history of financial information and the low trading price of the Company’s common stock and related “penny stock” restrictions, especially in light of the fact that the common stock could not be
sold for at least one year.

 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 acquisition during 2004 and that 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.

 Response: Accrued contract settlement was
not a contractual obligation specific to the acquisition. Accrued contract settlement pertains to CDS’ on-going contractual obligation to the independent contractors supporting courier operators, which is offset by a receivable due to the
Company from the courier operators to the Company. The settlement of this obligation, or cash payment, is for a period less than one week, typically twenty-four to forty-eight hours.

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

 4. Refer to our previous comment 18. Supplementally clarify whether the settlement of the liabilities described relates to CTMC (the
accounting acquirer) or the accounting acquiree. If they relate to the accounting acquiree, please revise 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 stockholder’s equity.

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 3

 Response: The settlement of this liability relates to the accounting acquiree, Coach Industries Group, Inc. The
losses on conversion were eliminated through the reverse merger. The shares associated with the transaction remained outstanding in the recapitalization through the reverse merger. We will revise our disclosure to state that the settlement of the
liabilities described were eliminated in the recapitalization.

 5. Refer to our
previous comment 21. Please revise your explanation to fully and completely explain the nature of the guarantees provided by the officers. Also, tell us when you and the officers determined the accrued compensation would 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 conversion rate of 85% of market value. We may have further comment on your response.

 Response: The personal guarantees provided by the officers of the
Company were as follows:

 A $2.0 million floor plan line of
credit with Ford Motor Credit Corporation was personally guaranteed by the Company’s Chief Executive Officer, Francis O’Donnell, and his spouse. These guarantees are continuing personal guarantees, which are irrevocable and unconditional
personal guarantees and are outstanding until the obligation is paid in full and extends beyond employment of the guarantor by the Company.

 The secured guidance line of credit of $4.5 million with Sovereign Bank was personally guaranteed by the Company’s Chief Executive Officer, who is
also the President of Coach Financial Services, Inc. (“CFS”). These personal guarantees are irrevocable and unconditional obligations and are outstanding until the obligation is paid in full and extends beyond the employment of the
guarantor by the Company.

 The secured guidance line of credit
of $5.0 million with New World Lease Funding was personally guaranteed by our Chief Executive Officer and the President of CFS. These personal guarantees are irrevocable and unconditional obligations and are outstanding until the obligation is paid
in full and extend beyond the employment of the guarantor by the Company.

 The Chief Executive Officer of the Company guaranteed the lease agreement for the corporate offices, which is a five year agreement totaling approximately $500,000. The Chief Executive Officer also has on an on-going
basis guaranteed various vendor relationships to assist the various operations.

 The fixed conversion price was established upon granting of the compensation to the officers based on the discounted stock price discussed in Response 2, above.

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 4

 Note 11 – Income Taxes, page F-23

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

 Response: We will revise our disclosure in future filings to reflect that our deferred taxes are specifically related to the amortization of the intangibles and it represents a deferred tax asset of approximately $19,000 for the year
ended December 31, 2004. Book and tax treatments for all other income and expense items are similar.

 Debt

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

•

For each issue of debt, disclose the general character of the borrowing, interest rate, date of maturity, priority 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 table disclosing the aggregate amount of maturities of all long-term borrowings for each of the five years following the date of the latest balance sheet
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).

 Response: We will revise our disclosure in future filings to include the following:

 Lender

 Maturity

 Date

 Interest Rate

 Collateral

Personal
Guarantee

Balance
December 31,
2004

 (A)

Ford Motor Credit Corporation – $2.0 million Floor Plan

Annual Review – 180 days on an individual chassis basis

Interest free for the first 90 days and prime based rate on a chassis by chassis basis

Chassis and a irrevocable letter of credit collateralized by certificate of deposit for $500,000

Yes

$
1,054,909

 (B)

Sovereign Bank - $4.5 million Secured Guidance Line of Credit

Line renewal in March 31, 2005, Various maturities based on the date of financing with the lessee

Interest rate charged on a monthly published rate per lease

Lease receivables

Yes

$
884,851

 (C)

New World Lease Funding - $5.0 million Secured Guidance Line of Credit

December 16, 2004

Interest rate charged on a monthly stated rate

Lease receivables

Yes

$
0

 (D)

Laurus Master Funds, LLC - $6.0 million Convertible Debentures

September 29, 2007

Prime plus 3.50 percent

Blanket Lien on all Assets

No

$
5,700,000

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 5

 (A) Effective March 18, 2005, the Company terminated the agreement with Ford and the floor plan is currently provided by the
Company.

 (B) The interest paid on the lease includes a
component for servicing the leases for the Company. The leases typically have terms between 36 and 60 months and do not have a significant payment due at the end of the lease. The balance due to Sovereign Bank at December 31, 2004 was $884,851.

 (C) The interest paid on the lease includes a component for
servicing the leases for the Company. The leases typically have terms between 36 and 60 months and do not have a significant payment due at the end of the lease. The balance due to New World Lease Funding at December 31, 2004 was zero.

 The repayment of the lease financing obligations is as follows:

 Fiscal Year Ended

 December
31,

 Total Liabilities

 ($)

 2005

369,145

 2006

126,531

 2007

163,616

 2008

133,091

 2009

92,468

884,851

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 6

 (D) The Laurus Master Fund, LLC Obligation outstanding as of December 31, 2004 was as follows:

Conversion
Rate

Amount
Outstanding

Number of
Shares
Issuable
Upon
Conversion

$
0.97

$
2,000,000

2,061,856

$
1.21

868,015

717,368

 Total Unrestricted Balance as of December 31, 2004 of Convertible Debentures:

2,868,015

2,779,224

 Restricted Balance as of December 31, 2004:

$
0.97

240,000

247,243

$
1.09

1,500,000

1,376,147

$
1.33

1,091,985

821,041

 Total Restricted Cash

2,831,985

2,444,431

 Total Convertible Notes

$
5,700,000

5,223,655

 The repayment of the
Laurus Transaction over the next five years ended December 31, are as follows:

 For the year ended

 December
31,

Funded
Balance

Restricted Cash
Released in 2005

Total Convertible
Notes

 2005

$
982,949

$
653,451

$
1,636,400

 2006

1,042,915

1,029,813

2,072,728

 2007

842,151

1,148,721

1,990,872

 Total

$
2,868,015

$
2,831,985

$
5,700,000

 The cost of funds
associated with the Laurus transaction including amortization on the discount and warrants is 82.38% per annum.

 The Company issued to Laurus warrants to purchase shares of common stock in connection with the above Convertible Notes. The Company issued the following
warrants with the value of the warrants:

Number of
Warrants

Exercise Price

Value of Warrants

495,867

$
1.51

$
103,400

495,867

$
1.82

$
104,400

495,867

$
2.12

$
105,200

1,487,601

$
313,000

 In addition to the
foregoing, we will also include our disclosure in our Annual Report under the section headings: Interest Rate Adjustment, Interest and Principal Payments, Release of Restricted Funds, Redemption of Principal Amount, Limitations on Conversion,
Events of Default, Costs in connection with Debt Financing, Warrants, Restrictions on Future Financings, No Short-Selling by Laurus, Right of First Opportunity, Registration Rights Granted to Laurus

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 7

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

 Response: The
effective interest rate was calculated based on the total debt outstanding without giving effect for the discounts related to the beneficial conversion and the warrants. In addition, the Company considered the conversion of the $300,000 as an equity
transaction. See the calculation of the interest expenses associated with this transaction and the treatment of the beneficial conversion feature. Also, see the analysis of materiality for 2004. Based on the analysis of materiality, we do not
believe that it is necessary to revise our disclosure to our previous disclosures is required. The effective yield, including the conversion of shares, discount amortization and debt issuance costs is 82.38% at December 31, 2004.

 9. As a related matter, please revise your disclosure to include 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.

 Response: We have reviewed the impact of the change in rates as it relates to the Laurus Note under EITF 00-27 and we have adjusted the calculation
for the market value discount associated with the notes. The attached schedule reflects our calculations.

 The calculation of the beneficial conversion feature was performed based on the market values of the underlying shares, at the time the funds were
released from the restricted account. The release from the restricted account is based on the Company presenting adequate collateral to the lender and the lender approving and notifying the bank of the release to the Company. There was no commitment
to lend to the Company until such time as all the stipulations above were met. This discount is amortized to interest expense over the remaining term of the debt.

 The costs associated with the warrants are being considered as debt issuance costs rather than an imbedded instrument with
the Convertible Debentures. If Laurus did not fund from the restricted account to the Company, the Company was still required to honor the warrants issued to Laurus. The debt issuance costs are amortized over the life of the debt using the effective
yield method. Also, in accordance with EITF 00-19, we reclassified the Laurus warrants from equity to debt prior to registration of the warrants and revalued the warrants at December 31, 2004, and again on the date of registration, February 04,
2005.

 David R. Humphrey

 Securities and Exchange Commission

 September 26, 2005

 Page 8

 In addition, in response to Note 10 below, we
evaluated the volatility for the ELM Street warrants and also the warrants for the Laurus Transaction and reassessed the assumptions used and made the appropriate changes. We have adjusted the volatility