SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

Coons Semi-Trailer Leasing, Inc.

(Name of small business issuer in its charter)

Florida	7350	61-1515374
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4221 Holiday Drive

Flint, MI 48507

(810) 767-4311

(Address and telephone number of principle executive offices

and principle place of business)

William Barker P.A.

801 North Magnolia Avenue, Suite 416

Orlando, FL 32803

(407) 540-4950

(Names, addresses and telephone numbers of agents for service)

Copies to:

David G. Zanardi Esq.

10010 San Pedro Ave, Suite 310

San Antonio, TX, 78216

Tel: 210.344.2700

Fax: 210.344.2702

Approximate date of commencement of proposed sale to public: From time to time after the effective date

of this Registration Statement, as determined by market conditions and other factors.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common stock, $.01 par value	1,068,000	$	1.00	$	1,068,000	$	114.28
Total	1,068,000	$	1.00	$	1,068,000	$	114.28

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated December 29, 2006

COONS SEMI-TRAILER LEASING, INC

The Common Stock will be traded on the Over-the-Counter Bulletin Board maintained by members of the National Association of Securities Dealers, Inc. (the “NASD OTC Bulletin Board”, or “OTCBB”) upon effectiveness of this Registration Statement.

The securities being offered under this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 6 to read about significant risk factors you should consider before investing in the securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Our principal executive offices are located 4221 Holiday Drive, Flint, MI 48507 and our telephone number is (810) 767-4311.

The date of this Prospectus is December 29, 2006.

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TABLE OF CONTENTS

Part I
Prospectus Summary	5
Risk Factors	6
Risks Relating to our Financial Condition	6
Risks Relating to our Business	7
Risks Relating to this Offering	8
Forward-Looking Statements and Information	10
Use of Proceeds	10
Determination of the Offering Price	10
Dilution	10
Market for Common Equity and Related Stockholder Matters	11
Impact of the "Penny Stock" Rules on Buying or Selling Our Common Stock	12
Selling Security Holders	12
Plan of Distribution	16
Legal Proceedings	18
Directors, Executive Officers, Promoters and Control Persons	18
Executive Compensation	18
Security Ownership of Certain Beneficial Owners and Management	19
Description of Securities	19
Interests of Named Experts and Counsel	20
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	20
Description of Business	21
Description of Property	23
Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Certain Relationships and Related Transactions	29
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure29
Legal Matters	29
Experts	29
Available Information	29
Financial Statements	30
Part II
Indemnification of Directors and Officers	II-1
Other Expenses of Issuance and Distribution	II-1
Recent Sales of Unregistered Securities	II-2
Exhibits	II-3
Undertakings	II-3
Signatures	II-4

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PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in our securities. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

Our Business

Coons Semi-Trailer Leasing, Inc., is a semi-trailer leasing company that has been in business since 1985. The semi-trailers that are leased are used primarily for storage by businesses during a renovation or building period. They use the trailers to store their products and/or equipment. The trailers are leased on a monthly basis. Upon request, a trailer is delivered to the client’s location. The customer may keep the trailer as long as needed and when they are finished the trailer is picked up.

Coons Semi-Trailer Leasing has built a trusted name throughout the community. Approximately 90% of the clients are returning customers. They have leased trailers from our company over the years and have been pleased with the service we provide.

Our Principal Offices

Coons Semi-Trailer Leasing owns a 2.5 acre piece of property located at 4221 Holiday Drive, Flint, MI 48507. It is equipped with a 2,400 square foot garage and maintenance building as well as an 800 square foot office building.

The Offering

We are offering 1,068,000 shares of our common stock at $1.00 per share, currently held by the selling security holders. Issuance of these shares to the selling security holders was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.    Affiliated selling security holders will sell their shares at the fixed price of $1.00 per share for the duration of this offering. Non-affiliated selling security holders will sell at $1.00 until we are quoted on the OTCBB or listed on a securities exchange.  Selling shareholders are underwriters under the Securities Act of 1933.

Risk Factors

Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. See the risk factors on page 6 of this prospectus.

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Summary Financial Data-

The following table summarizes our financial information. You should read this information together with the financial statements and the notes to the financial statements appearing elsewhere in this prospectus.

COONS SEMI-TRAILER LEASING, INC.

STATEMENT OF EARNING (unaudited)

FOR THE MOST RECENT YEAR TO DATE

FROM JANUARY 1, 2006 TO SEPTEMBER 30, 2006

SERVICE REVENUES	$	32,322
COST OF SERVICES	$	15,406
GROSS MARGIN	$	16,916
SELLING AND ADMINISTRATIVE		8,406
OPERATING INCOME		8,510
OTHER INCOME (EXPENSE)		0
INCOME BEFORE TAXES		8,510
Provision for income taxes		1,000
NET INCOME		7,510

RISK FACTORS

This investment involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. There may be additional risks that we do not know of or that we consider immaterial. All of these risks may impair our business operations. If any of the following risks are realized, our business, operating results and financial condition could be materially harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

RISKS RELATING TO OUR FINANCIAL CONDITION

Coons Semi-Trailer Leasing may require additional financing in the future and a failure to obtain such required financing will inhibit its ability to grow. The continued growth of its business may require additional funding from time to time. Funding would be used for general corporate purposes, which may include acquisitions, investments, repayment of debt and capital expenditures.

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Obtaining additional funding would be subject to a number of factors, including market conditions, operational performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive, or unavailable, to us. The terms of any future financing may adversely affect the interests of stockholders.

RISKS RELATING TO OUR BUSINESS

Dependence upon Key Personnel

Coons Semi-Trailer Leasing’s success depends on its management team and other key personnel, the loss of any of whom could disrupt its business operations. Coons Semi-Trailer Leasing’s future success will depend in substantial part on the continued service of its senior management and sales managers. William Coons, our key executive, has over forty years of experience as an owner and manager and his participation in the management of the Company is crucial to our success. The loss of the services of William as our key executive could impede implementation of Coons Semi-Trailer Leasing’s plan of operation and result in reduced profitability.

Coons Semi-Trailer Leasing does not carry key person life insurance in respect to any of its officers or employees. Coons Semi-Trailer Leasing’s future success will also depend on its continued ability to attract, retain and motivate a sales force as well as repair and transportation personnel. The Company can not assure that it will be able to retain its key personnel or that it will be able to attract, assimilate or retain qualified personnel in the future.

Regulatory Risk

There can be no assurance that future regulatory, judicial and legislative changes will not have a material adverse effect on Coons Semi-Trailer Leasing’s business or that regulators or third parties will not raise material issues with regard to the Company’s business or operation, or Coons Semi-Trailer Leasing’s compliance or non-compliance with applicable regulations. Furthermore, any changes in applicable laws or regulations may have a material adverse effect on Coons Semi-Trailer Leasing.

Controlling Interest Risk

William Coons owns 61.2% of the Company’s common stock, giving him influence or control in corporate transactions and other matters, and his interests could differ from those of other stockholders. Coons Semi-Trailer Leasing’s principal executive officer, Mr. William Coons, owns directly and beneficially, approximately 61.2% percent of Coons Semi-Trailer Leasing’s outstanding common stock. As a result, he is in a position to significantly influence or control the outcome of matters requiring a stockholder vote, including the election of directors, the adoption of any amendment to its Certificate of Incorporation or bylaws, and the approval of significant corporate transactions. His control may delay or prevent a change of control on terms favorable to other stockholders and may adversely affect voting and other stockholders rights.

Uncertain Revenues/Technology Advancement Risks

Coons Semi-Trailer Leasing generates its revenues based on the perceived need that commercial businesses need storage trailers during seasons of renovation or building. Although the business has been consistent for the last several years, there exists the possibility that a recession or other harsh economic conditions could cause business owners to see our services as a luxury rather than a necessity.

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Execution of Plan and Managing Risk

If we are unsuccessful at executing our Plan of Operation and managing associated expenses, our business could fail, leading to a loss by our investors of their investment capital. Coons Semi-Trailer Leasing has come to the point in our business where we must expand in order to increase sales and profit. Potential investors should be aware of the difficulties normally encountered by companies expanding into new locations and the high rate of failure of such endeavors. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the expansion in the areas in which we intend to operate and in connection with the formation and commencement of operations of a new location in general. These include but are not limited to, unanticipated problems relating to marketing, competition, and additional costs and expenses that may exceed current estimates. There is limited history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will generate any significant operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely not be successful to the point that investors will receive a return on their investment.

Dilution from the Issuance of Additional Shares

Our articles of incorporation authorize the issuance of 10,000,000 shares of common stock. Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the articles of incorporation. Our board of directors may choose to issue some or all of such shares to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders.

RISKS RELATING TO THIS OFFERING

Since We Are Selling up to 1,068,000 Shares of Our Common Stock on a Self-underwritten Basis, Purchasers, If Any, Will Not Have the Benefit of an Underwriter or Broker Selling Our Shares.

We are selling in our resale offering up to a maximum of 1,068,000 shares of our common stock on a self-underwritten basis. We are less likely to sell the shares we are offering on a self-underwritten basis than if we were selling the shares through an underwriter.  By selling our stock on a self-underwritten basis, we will not be able to utilize the services of an underwriter to offer or sell our securities for us. We will undertake efforts on our own to market and sell the securities to the public. We have not set a minimum with respect to the amount of our securities that we intend to sell. Even if a purchaser buys shares of our common stock, we may not be able to sell any other additional shares proposed for sale pursuant to this offering.  This may cause our stockholders to lose all or a substantial portion of their investment.

We do not intend to pay any dividends in the foreseeable future.

We have never paid dividends and do not intend to pay any dividends in the foreseeable future. Any payment of cash dividends in the future will be dependent upon the amount of funds legally available, the earnings, financial condition, capital requirements and other factors that the Board of Directors may think are relevant. As a result, you may never receive a stream of cash payments from dividends, which could adversely affect the price of our stock.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with the new rules implemented by the Securities and Exchange Commission. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

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No public market exists for the trading of our securities.

We are offering to sell shares of our common stock at a fixed price of $1.00 per share. Our common stock is not traded on any exchange at this time, but we will seek to have it listed to trade on the OTC Bulletin Board. Factors such as announcements by us of the financial results, the gain or loss of customers, changes in management, regulatory changes, trends in the industry or stock market and announcements by competitors, among other things, could cause the market price of our securities to fluctuate significantly.

Our Lack of Business Diversification Could Result in the Devaluation of Our Stock if our Revenues From Our Primary Products Decrease.

We expect our business to solely consist of trailer and container leasing. We do not have any other lines of business or other sources of revenue if we are unable to compete effectively in the marketplace. While our lack of diversification has not hurt our profitability in the past, our expansion of operations may impact our lack of diversity. This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate additional revenues since we do not expect to have any other lines of business or alternative revenue sources.

There Has Been No Independent Valuation of the Stock, Which Means That the Stock May Be Worth less than the Purchase Price.

The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on our estimate of capital and expense requirements, not based on perceived market value, book value, or other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.

Our stock is a penny stock and there are significant risks related to buying and owning penny stocks.

Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that sell non-Nasdaq listed securities except in transactions exempted by the rule, including transactions meeting the requirements of Rule 506 of Regulation D under the Securities Act and transactions in which the purchaser is an institutional accredited investor (as defined) or an established customer (as defined) of the broker or dealer. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, this rule may adversely affect the ability of broker-dealers to sell our securities and may adversely affect your ability to sell any of the securities you own.

The Securities and Exchange Commission regulations define a “penny stock” to be any non-Nasdaq equity security that has a market price (as defined in the regulations) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to some exceptions. For any transaction by a broker-dealer involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations (bid and ask prices) for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our market liquidity could be severely adversely affected by these rules on penny stocks.

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FORWARD-LOOKING STATEMENTS AND INFORMATION

This report contains forward-looking statements and information relating to us based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. Forward looking statements often include the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions. In this prospectus, forward looking statements also include:

· statements about our business plan;

· statements about the potential for development, regulatory approval and public acceptance of new services;

· estimates of future financial performance;

· predictions of national or international economic, political or market conditions;

· statements regarding other factors that could affect our future operations or financial position; and

· other statements that are not matters of historical fact.

These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business” as well as in this prospectus generally. Our ability to achieve our goals depends on many known and unknown risks and uncertainties, including changes in general economic and business conditions and the factors described above under the caption “RISK FACTORS”. These factors could cause our actual performance and results to differ materially from those described or implied in forward looking statements. These forward looking statements speak only as of the date of this prospectus. We believe it is in the best interests of our investors to use forward looking statements in discussing future events. However, we are not required to, and you should not rely on us to, revise or update these statements or any factors that may affect actual results, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We will not receive any proceeds from the consummation of this Offering.

DETERMINATION OF THE OFFERING PRICE

The $1.00 per share offering price of our common stock was determined arbitrarily. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply for a listing of our common stock on the OTCBB at the time this registration statement becomes effective. The selling stockholders will sell at a price of $1.00 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

DILUTION

The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders from this offering by the selling stockholders.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not quoted or traded on any quotation medium at this time. We intend to apply to have our common stock included for quotation on the NASD OTC Bulletin Board. There can be no assurance that an active trading market for our stock will develop. If our stock is included for quotation on the NASD OTC Bulletin Board, price quotations will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other trailer and container leasing companies, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for business services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.  Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

At the present time we have no outstanding options or warrants to purchase securities convertible into common stock.

There are 1,068,000 shares of common stock that could be sold by the selling shareholders according to Rule 144 that we have agreed to register. A brief description of Rule 144 follows:

The common stock sold in this offering will be freely transferable without restrictions or further registration under the Securities Act, except for any shares purchased by an “Affiliate.” An “Affiliate” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control of the issuer. The definition of an "Affiliate" is critical to the operation of Rule 144, promulgated under the Securities Act. Rule 144 provides for restrictions on the amount of securities that can be sold by an affiliate during a given period of time. In general, pursuant to Rule 144, a shareholder who has satisfied a one year holding period may, under certain circumstances, sell within any three month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Further, Rule 144 permits, under certain circumstances, the sale of securities, without any quantity limitation, by our shareholders who are not affiliates and who have satisfied a two-year holding period.

Cash dividends have not been paid during the last two (2) years. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

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We have forty-seven (47) stockholders of record of our common stock as of December 29, 2006.

IMPACT OF THE "PENNY STOCK" RULES ON BUYING OR SELLING OUR COMMON STOCK

The SEC has adopted penny stock regulations which apply to securities traded over-the- counter. These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years. Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes. In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000). These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser's written consent to the transaction. If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock. Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.

Trading in our common stock will be subject to the "penny stock" rules.

SELLING SECURITY HOLDERS

This prospectus will also be used for the offering of shares of our common stock owned by selling security holders. The selling security holders may offer for sale up to 1,068,000 of the 1,068,000 shares of our common stock issued to them. Selling security holders and Affiliates may sell their shares at $1.00 per share during the duration of this offering. Non-affiliates may sell their shares at $1.00 until our securities become quoted on a securities exchange and thereafter at market prices or in negotiated private transactions. We will not receive any proceeds from such sales. The resale of the securities by the selling security holder is subject to the prospectus delivery and other requirements of the Securities Act. All selling security holders have been advised to notify any purchaser of their shares that none of the proceeds from the sale of their stock will go to the Company. All expenses of this offering are being paid for by us on behalf of selling security holders. The following table sets forth information on our selling security shareholders.

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Name of security holder	Shares beneficially owned as of the date of this prospectus	Percent owned as of the date of this prospectus	Maximum number of shares to be sold pursuant to this prospectus	Percent owned after the primary offering is complete	Position, officer, or other material relationship to the company within the last few years
William Coons	654,000	61.2%	654,000		President,
4221 Holiday Dr.					Secretary,
Flint, MI 48507					Director
Victoria Coons	9,000	.84%	9,000		Wife of President
3499 Blue Lake Dr.
Flint, MI 48506
Sally Maher	9,000	.84%	9,000
G3354 E. Carpenter Rd.
Flint, MI 48506
John Wright	9,000	.84%	9,000
1016 Long St.
Fenton, MI 48430
Estelle Coons	9,000	.84%	9,000
5348 E. Frances Rd.
Mt. Morris, MI 48458
Robert Leets	9,000	.84%	9,000
4287 Underhill Dr.
Flint, MI 48506
Harry Aydinian	9,000	.84%	9,000
8535 Windy Hill Pkwy
Grand Blanc, MI 48439
Robert Scherman	9,000	.84%	9,000
2402 N. Dort
Flint, MI 48506
Judy Leets	9,000	.84%	9,000
4287 Underhill Dr.
Flint, MI 48506
Ronald Howard	9,000	.84%	9,000
2847 Birchwood
Howell, MI 48855
Janet Howard	9,000	.84%	9,000
2647 Birchwood Dr.
Howell, MI 48855
Alvina Coons	9,000	.84%	9,000
4430 O'Heren
Burton, MI 48529
Gerald Coons	9,000	.84%	9,000
4430 O'Heren
Burton, MI 48529
Cerri Dolia	9,000	.84%	9,000
5407 Brookwood Dr.
Burton, MI 48509
Andrew Charles	9,000	.84%	9,000
10751 B.R. Rd.
Birch Run, MI 48415
Natalie Aydinian	9,000	.84%	9,000
8535 Windy Hill Pkwy
Grand Blanc, MI 48439
Bradley Whalen	9,000	.84%	9,000
2914 S. Grand Traverse
Flint, MI 48507

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Jerry Young	9,000	.84%	9,000
63339 Vanslyke Rd.
Flint, MI 48507
Larry Tower	9,000	.84%	9,000
3498 Southgate Dr.
Flint, MI 48507
James Reif	9,000	.84%	9,000
5396 E. Atherton
Burton, MI 48507
Doris Reif	9,000	.84%	9,000
5396 E. Atherton
Burton, MI 48519
Dr. Jeffrey Green	9,000	.84%	9,000
3020 Richfield Rd.
Flint, MI 48506
Larry Cool	9,000	.84%	9,000
3497 N. Vassar Rd.
Flint, MI 48506
Janine Cool	9,000	.84%	9,000
3497 N. Vassar Rd.
Flint, MI 48506
Tammie Pettey	9,000	.84%	9,000
2100 Morris
Burton, MI 48529
Michael Pettey	9,000	.84%	9,000
2100 Morris
Burton, MI 48529
Lawrence Brochu	9,000	.84%	9,000
551 Wah-Wah Taysee Trl.
Mio, MI 48647
Etsegent Lakew	9,000	.84%	9,000
7330 River Rd.
Flushing, MI 48433
Glenn Currier	9,000	.84%	9,000
7330 River Rd.
Flushing, MI 48433
Oliver Hackney	9,000	.84%	9,000
7371 Silver Cove Ct.
Linden, MI 48451
Brenda Davis	9,000	.84%	9,000
1245 E. Mt. Morris Rd.
Mt. Morris, MI 48458
Eatna Dixon	9,000	.84%	9,000
1245 E. Mt. Morris Rd.
Mt. Morris, MI 48458
Robert Davis	9,000	.84%	9,000
1245 E. Mt. Morris Rd.
Mt. Morris, MI 48458

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Renee Peel	9,000	.84%	9,000
4094 Townview
Flint, MI 48532
Linda Dupuis	9,000	.84%	9,000
6327 N. Elms Rd.
Flushing, MI 48433
Larry Dupuis	9,000	.84%	9,000
6327 N. Elms Rd.
Flushing, MI 48433
Dallas Dotson	9,000	.84%	9,000
1108 E. Schumacher
Burton, MI 48529
Tanya Hubbard	9,000	.84%	9,000
1880 Shaker Heights Dr.
Bloomfield Hills, MI 48304
Phil Hubbard	9,000	.84%	9,000
1880 Shaker Heights Dr.
Bloomfield Hills, MI 48304
Robert Bancroft	9,000	.84%	9,000
6320 Chickasaw
Flint, MI 48506
Elizabeth Danner	9,000	.84%	9,000
4170 W. 112th St.
Grant, MI 49327
LaVern Bancroft	9,000	.84%	9,000
1921 Concord St.
Flint, MI 48504
Keith Bancroft	9,000	.84%	9,000
9116 APTC Estrada Ave.
Ft. Knox, KY 40121
Joann Curtiss	9,000	.84%	9,000
266 Hamilton Rd.
Mt. Morris, MI 48458
Sarah Cheek	9,000	.84%	9,000
1021 Drury Lane
Flushing, MI 48433
Jordan Cheek	9,000	.84%	9,000
1021 Drury Lane
Flushing, MI 48433
Wayne Petersen	9,000	.84%	9,000
4170 W. 112th St.
Grant, MI 49327
Total Number Shares:	1,068,000		1,068,000
Total shareholders: 47

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PLAN OF DISTRIBUTION

Our affiliated selling security holders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $1.00 per share during this offering and non-affiliated selling security holders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from the selling security holders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling security holders), may sell their shares of common stock from time to time at the fixed price of $1.00 per share or until our securities are quoted on the OTCBB or securities exchange and thereafter at prevailing market prices or privately negotiated prices or on any stock exchange or automated inter-dealer quotation system on which our common stock may be listed or otherwise at fixed prices that may be changed, at market prices prevailing at the time of sale, or at prices otherwise negotiated. In a post-effective amendment to this registration we will disclose pledgees, donees and other transferees of the selling security holders, if any, as selling security holders. The selling security holders may sell their shares of common stock by one or more of the following methods, without limitation:

(a)  block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;  

(b) purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

(c) ordinary brokerage transactions and transactions in which the broker solicits purchases;

(d) privately negotiated transactions;

(e) short sales;

(f) through the distribution of the shares by the selling security holder to its partners, members or stockholders;

(g) one or more underwritten offerings on a firm commitment or self-underwritten basis; and

(h) any combination of any of these methods of sale.

In the event any of our selling security holders agree to sell their shares to a broker-dealer as a principal and the broker-dealer acts as an underwriter, we will file a post-effective amendment to our registration statement disclosing the name of the broker-dealer, providing information on the plan of distribution, and reflecting any other necessary changes. Any broker-dealer that will be involved must seek and obtain clearance of the underwriting compensation and arrangements from the National Association of Securities Dealers Corporate Finance Department prior to the sale of any securities by the broker-dealer.

The selling security holders may also transfer their shares by gift.

We do not know of any arrangements by the selling security holders for the sale of any of their shares. The selling security holders may engage broker-dealers, and any broker-dealers may arrange for other brokers or dealers to participate in effecting sales of the shares. These brokers, dealers or underwriters may act as principals, or as an agent of the selling security holders. Broker-dealers may agree with the selling security holders to sell a specified number of the shares at a stipulated price per share. If a broker-dealer is unable to sell shares acting as agent for the selling security holders, it may purchase as principal any unsold shares at the stipulated price. Broker-dealers that acquire shares as principals may thereafter resell the shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

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The selling security holders may also sell their shares in accordance with Rule 144 under the Securities Act, rather than pursuant to this prospectus, regardless of whether the shares are covered by this prospectus. From time to time, the selling security holders may pledge, hypothecate, or grant a security interest in some or all of the shares owned by them. The pledgees, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling security holders. The number of selling security holders' shares offered under this prospectus will decrease as and when they take such action. The plan of distribution for the selling security holders' shares will otherwise remain unchanged. In addition, a selling security holder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales. The selling security holders and any broker-dealers participating in the distributions of the shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any profit on the sale of shares by the selling security holders and any commissions or discounts given to any such broker-dealer may be deemed to be underwriting commissions or discounts.

There can be no assurance that the selling security holders will sell any or all of the offered shares.

Under the Securities Exchange Act of 1934 and the regulations thereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable "cooling off" periods prior to the commencement of such distribution. Also, the selling security holders are subject to applicable provisions that limit the timing of purchases and sales of our common stock by the selling security holders.

We have informed the selling security holders that, during such time as they may be engaged in a distribution of any of the shares we are registering with the U.S. Securities Exchange Commission, they are required to comply with Regulation M. In general, Regulation M precludes the selling security holders, any affiliated purchasers, and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security, except as specifically permitted by Rule 104 of Regulation M. These stabilizing transactions may cause the price of our common stock to be more than it would otherwise be in the absence of these transactions. We have informed the selling security holders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock if the stabilizing bids do not exceed a specified maximum. Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices. The selling security holders and distribution participants are required to consult with their own legal counsel to ensure compliance with Regulation M.

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LEGAL PROCEEDINGS

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead a third party to initiate legal proceedings against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name	Age	Position
William Coons	67	President, Secretary and Director

Executive Officers of Coons Semi-Trailer Leasing

William Coons

President, Secretary and Director

4221 Holiday Drive

Flint, MI 48507

William Coons was born February 14, 2006 in Flint, Michigan. Mr. Coons has many years of experience as a business owner in the Flint, Michigan community. William worked for General Motors from 1964-1992. There he worked in the Buick Foundry where he built engines and motor blocks. He then worked for the torque converter factory as an Inspector. He was in charge of inspecting all pieces of the torque converters and making sure they met all of the specifications. From1964 through 1999 he founded, owned and operated Coons Snow Plowing Service. This business had eight trucks which coordinated a substantial portion of the snow plowing throughout the city. He operated this snow plowing business while working at General Motors full time. Mr. Coons used the money saved from his snow plowing business, and in 1985 he funded the launch of Coons Semi-Trailer Leasing. Land was purchased and the building was constructed for Coons Semi-Trailer Leasing. He built the business through hard work and management skill, and has been very successful at building a trusted name.

William Coons is married to Victoria Coons and is the father of two children. He also raised six of his nieces and nephews over the years. Providing for his family was a very motivating factor for Mr. Coons to work hard and succeed in business. Over the years he has built a solid reputation in the semi-trailer leasing business.

EXECUTIVE COMPENSATION

All compensation for executives is in cash and does not include any type of non-cash compensation. The following table sets forth information concerning the annual and long-term compensation of our executive officers who have served at the end of the fiscal years December 31, 2004 and December 31, 2005.

SUMMARY COMPENSATION TABLE
					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Name and Principle Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Award(s) ($)	Securities Underlying Options/SARs (#)	LTIP Payouts ($)	All Other Compensation ($)
William Coons, President, Secretary,	2004	0	0	0	0	0	0	0
Chairman of the Board of Directors	2005	0	0	0	0	0	0	0

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Compensation of Directors

All directors are reimbursed for out-of-pocket expenses in connection with attendance at Board of Director's and/or committee meetings.

Employment Agreements

We have not entered into formal employment agreements with our executive officers. We do not have employee agreements with our employees.

Benefit Plans

We do not have any pension plan, profit sharing plan, or similar plans for the benefit of our executives or employees. However we may establish such plans in the future.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of December 29, 2006(i) by each person who is known by us to beneficially own more than 5% of our common stock (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group:

Name & Address of Beneficial Owner	Share of Common Stock	Percent of Class Owned
William Coons 4728 South State Street Ann Arbor, MI 48108	654,000	61.2%
All Officers and Directors as a Group	654,000	61.2%

(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

DESCRIPTION OF SECURITIES

The following description of Coons Semi-Trailer Leasing’s capital stock is a summary and is qualified in its entirety by the provisions of our Certificate of Incorporation and bylaws, all of which have been filed or incorporated by reference as exhibits to our registration statement of which this prospectus is a part.

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We are presently authorized to issue 10,000,000 shares of $.01 par value common stock. As of December 29, 2006, 1,068,000 shares of common stock were issued and outstanding.

Common Stock

The holders of our common stock are entitled to equal dividends and distributions per share with respect to the common stock, when and if declared by our Board of Directors, from funds legally available. No holder of any shares of common stock has a preemptive right to subscribe for any shares of any class of our stock. Upon our liquidation, dissolution or winding up, and after payment to creditors and preferred stockholders, if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock. All shares of common stock now outstanding are fully paid, validly issued and non-assessable. Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which stockholders are required or permitted to vote. Holders of our common stock do not have cumulative voting rights.

Dividends

We have not paid any cash dividends with respect to our common stock in the last two years. Payment of future dividends, if any, will depend upon our future earnings and capital requirements and other factors that our board of directors considers appropriate.

Options and Warrants

As of December 29, 2006, the Company does not have any outstanding warrants or options to purchase shares of its common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Florida Business Corporation Act and in our bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our directors, officers or controlling persons in connection with any of our securities that are being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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DESCRIPTION OF BUSINESS

Coons Semi-Trailer Leasing, Inc., was established by William Coons in 1985 and was incorporated in the State of Florida on October 12, 2006. Coons Semi-Trailer Leasing, Inc., is a semi-trailer leasing company. These semi-trailers that are leased are used primarily for storage by businesses during a renovation or building period. They use the trailers to store their products and/or equipment as well as extra inventory. The trailers are leased on a monthly basis. Upon request, a trailer is delivered to the client’s location. The customer may keep the trailer as long as needed and when they are finished the trailer is picked up.

Coons Semi-Trailer Leasing has built a trusted name throughout the community. Approximately 90% of the clients are returning customers. They have leased trailers from our company over the years and have been pleased with the service we provide.

Our Business

(1) Principle Products or Services and Their Markets

Coons Semi-Trailer Leasing specializes in semi-trailer leasing. Other companies in the area lease trailers, however it is not the primary service they provide. We provide businesses with these storage trailers to lease during renovation or building seasons. We provide our services to businesses in a 100 mile radius of Flint, Michigan. We service a mixture of middle class to affluent customers. The companies we service range in size from 50 employees, to those with 150 employees or more, some of which include, Wal-Mart, Leer, Target, and Kmart. We advertise in the yellow pages for the following areas: Bay City, Saginaw, Midland, Port Huron, Lapeer, Genesee, Flint, Oakland, and Livingston.

(2) Distribution Methods of the Services

A customer’s first contact with our company is primarily when they call into our offices to inquire about our services. An account is set up for new customers and they are assigned an account number. Each request for services must be made by a fax request form. This form must include the customer’s account number as well as the details of the request including the number of trailers, location, date and time of delivery. Most of our customers place their request a day in advance or more, however we do our best to accommodate customers with immediate requests. Approximately 90% of our business is from returning customers. Coons Semi-Trailer Leasing owns approximately ninety trailers. We typically have twenty-five to thirty trailers on hand and parked on our lot, which are clean and ready for transport.

After a faxed request is received, we notify the driver of the delivery. The trailers are then delivered by our eighteen wheel truck and an invoice is generated for the customer. We charge a freight charge of $150-$200 per trailer as well as $110 to $150 monthly fee per trailer. Our trailers range in size from forty to fifty-two feet in length.

(3) Competition

The semi-trailer leasing industry in Flint, Michigan is not very competitive. Coons Semi-Trailer Leasing is the only company in the area that specializes in trailer leasing. The competitors we do have, such as Complete Hitch, and Junction Company, have several trailers they lease but this service is not their primary business. Any other competitors are at least seventy-five to one hundred miles from Flint.

At Coons Semi-Trailer Leasing we have a fairly large inventory when compared to our competitors. We own approximately ninety semi-trailers, twenty-five to thirty of which are on hand and ready to be used. Our customers know that we have a supply ready to be used. Other companies may only have twenty to thirty trailers and do not have extra inventory for additional customers. Coons Semi-Trailer Leasing currently makes up approximately 60% of the semi-trailer leasing industry in the Flint, Michigan area.

The storage container business is slowly becoming a competitor. We realize that in order to compete with this growing industry we must become a part of it. In the next twelve months, as part of our Plan of Operation we would like to purchase some storage containers and begin to market this service and build this side of the business.

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(4) Sources and Availability of Raw Materials

We purchase our semi-trailers from many different companies and individuals in the Flint, Michigan area. If there is a truck not in use and it is for sale, we will usually buy it for the right price. There are some companies that buy and sell new trailers at a wholesale price, such as Don Banning and Monon from the Detroit area. Freauff is a trailer manufacturing company that we occasionally buy trailers from as well as All Points Transport Corp. out of Dearborn, Michigan. The average price for a trailer ranges from $2,000 to $3,000.

(5) Dependence on Limited Customers

Currently we do not have a single customer that accounts for 10% or more of our business.

(6) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

At the present time we do not have any patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts.

(7) Need for Government Approval of Principal Products or Services

Our services are not subject to any government approval in order to conduct our business.

(8) Government Regulation

Governmental regulations do not, and are not expected to, materially impact our business. We will be subject to common securities, business, and tax rules and regulations.

(9) Research and Development Activities

During the last two fiscal years no funds were spent on research and development.

(10) Environmental Laws

Our operations are not subject to any environmental laws.

(11) Our Employees

Currently, there are two full-time employees at Coons Semi-Trailer Leasing. William Coons is the owner/manager and manages all of the daily business of the company. We have a full time driver to deliver the trailers and works as a sub contractor. There is one part time sub contractor that will help as needed.

(12) Reports to Security Holders

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We will file reports and other information with the SEC. You may read and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC's web site at <www.sec.gov>.

We are required by the Florida Revised Statutes to provide annual reports within 120 days of the close of each fiscal year to the shareholders. In the event we become a reporting company with the SEC, we will file all necessary quarterly and annual reports.

DESCRIPTION OF PROPERTY

Coons Semi-Trailer Leasing owns a two and one half acre piece of property across the freeway from the Flint International Airport. Our property is in a great location because it can be seen by several thousand motorists each day coming to and from the Flint International Airport. There is a forty foot by sixty foot garage and maintenance building that is large enough to park our eighteen wheeler. This building is equipped with tools to fix and maintain all of our trailers. There is also a twenty foot by forty foot steel office building. The office has office partitions which create three working areas complete with desks and computers. Both of the buildings were built in 1985. They are in fair condition and need occasional maintenance. The remainder of the property is used as a parking lot for the trailers. The parking lot consists of one foot thick layer of crushed asphalt and concrete in order to support the weight of the trailers. We typically have twenty-five to thirty trailers parked in the lot at one time. Our lot is in need of fencing for added security, and this is part of our Plan of Operation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in connection with our financial statements and related notes thereto. This discussion contains statements reflecting the opinions of management as well as forward-looking statements regarding the market and our business that involve risk and uncertainty. These statements relate to expectations and concern matters that are not historical facts. Words such as “believes,” “intends,” “expects,” “anticipates” and similar expressions used throughout this document indicate that forward-looking statements are being made. See “Cautionary Statement Regarding Forward-Looking Statements and Information” and “Risk Factors” above for a list of important factors that could cause actual results to differ from the forward looking statements contained in this report.

Our Business

As 2006 draws to a close, it is clear that Coons Semi-Trailer Leasing must expand in order to increase revenue and profits. Since we are not offering shares for sale in a primary offering, it is the intention of Coons Semi-Trailer Leasing to raise additional capital through private sources or debt financing. In the event we do a private placement of our shares, we will file a Form D with the Commission as well as register our offering in those states that require such registration. The following is a breakdown of how we will use any proceeds raised through a private placement or debt financing.

In the event we raise only a nominal amount from the sale of our securities in a private placement or debt financing, $250,000 or less, we will use the proceeds to pay for printing, for any legal and accounting costs that may exist, and to pay secured creditors if any there may be. Any remaining funds will be used towards implementation of our expansion of operations.

We expect to use all of the net proceeds for general corporate purposes, including the costs of this registration, electronic equipment purchases, personnel wages, and working capital. The amounts we actually expend for working capital and other purposes may vary and will depend on a number of factors including, but not limited to, the actual net proceeds received, the amount of our future revenues and other factors described under "Risk Factors." Accordingly, our management will retain broad discretion in the allocation of the net proceeds. A portion of the net proceeds may also be used to purchase complimentary businesses assets or technologies. We have no current plans or agreements or commitments with respect to any of these transactions and we are not currently engaged in any negotiations with respect to any of these transactions. Management’s allocation of proceeds may change in the event quality competitors move into the area and begin to attempt to convert Coons Semi-Trailer Leasing’s customers into their customers. This would necessitate management allocating funds for additional sales and advertising and creating a more long term approach. The paragraphs below outline our plans for the refinement of this area as well as expansion into the container rental market. We believe that immediately following the refining of our current operation, we should utilize any proceeds from private sources or debt financing to expand our business.

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Results of Operations

General

During the year ended December 31, 2005, our assets consisted of our cash, building and property, accounts receivable, and ninety semi-trailers. Our revenues were generated from services sold to businesses at large. The following table shows our revenues, expenditures and net income for the years from 2004-2005 and 2006 year to date.

Table 2.0 Revenues, Expenditures and Net Income

YEAR	REVENUE		EXPENSES		NET INCOME
2006 YTD	$	32,322	$	23,812	$	8,510
2005	$	55,449	$	53,420	$	2,029
2004	$	64,133	$	48,775	$	15,358

Although we are seeking to expand our services, the uncertain economy could have a material adverse effect on such plans.

Results of Operations For the Period Ended September 30, 2006

For the period ended September 30, 2006 our revenues of $32,322 put us on pace for approximately $50,000 in annual revenues since we tend to have a strong Novemenber and December as we serve retail stores during their peak season. This puts us at a 10% decrease in revenues compared to last year, but in light of a harsh economy here in Flint, MI, management believes we will only see improvement in revenues in months and years to come. We were able to manage our expenses more effectively in 2006 as our expense to revenue ratio dropped from 96% in 2005 to only 74% in the period ending September 30, 2006. Our auto expense through September 2006, as well as wages and commissions for that same period were running about half of what they were for the year ending December, 30, 2005. . The Company believes that our cash and cash equivalents will remain stable and we will increase our cash and cash equivalents as we raise funds from the private offering and we begin to develop more business.

Results of Operations For the Period Ended December 31, 2005

During the year ended December 31, 2005, we had revenues of approximately $55,499. We used $9159 of cash flow from our operating activities. We had $2029 of net income, which included $4720 of noncash depreciation expense. We hade $29,029 of cash flows from investing activities for the year ended December 31, 2005. These resources were utilized to pay down part of our long-term debt.

In 2005, we were able to purchase several semi trailers which increased our assets by $33,280 directly attributable to those items. Due to this purchase, our liabilities increased by approximately $29,028 during 2005. We do not foresee any circumstances or events that will have an adverse impact on our operations. We do anticipate an increase in our business based on our current method of operation and the new plan of operation. While we believe we can sustain such growth and that it is a good indicator that the experience of management and our method of operations indicates that our adjustments have been made according to sound business principles and with strong financial controls. Thus, we expect to satisfy our current cash requirements indefinitely. However, we will need additional cash to expand our operations.

When compared to the year 2004 our expenses increased approximately $4,700 while revenues decreased almost $9,000.  As a result, we managed our expenses more tightly in 2006.

Results of Operations Ended December 31, 2004

During the year ending December 31, 2004, we had revenues of approximately $64,133, and our costs associated with generating revenues were approximately $48,775, resulting in net income of $15,358. The result of the above operating and investing activities was net cash flow of ($449) for the year ended December 31, 2004.

We had total Accounts Receivable of $27,749 at the close of 2004. This, coupled with other Fixed assets brought us to $76,569 as our asset total. The economy in the Flint, MI area had just begun its significant negative slide. Management did not anticipate the automobile industry’s even sharper decline in 2005, thus, we did not slash our expenses as rapidly as we probably should have in late 2004.

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Liquidity & Capital Resources

The semi trailer leasing industry has remained stable in the Flint, Michigan area, despite a significant downturn in the overall economy in our area due to the automotive industry experiencing layoffs and cutbacks. Management believes we can continue to retain our strong customer base while expanding into the container market. By focusing on the container market, and becoming the largest provider of containers in our area while maintaining our dominant position in the trailer leasing industry, management believes our liquidity will increase. In the event a downturn in the market occurs, the company plans to tighten its plan on the acquisition of containers, to avoid overextending the internal resources of the company. Our internal liquidity is provided by our operations. In the event the company needs additional funds prior to our raising capital through a private placement or debt financing, our President William Coons will provide any necessary capital.

While the capital resources of the company are limited from a cash perspective, the credit of the officer and director for guaranteeing any loan necessary is extremely strong. The company has not established any lines of credit with any banks. In the event a supplier or lender requires additional credit to obtain equipment or other business supplies, our officer and director is willing to extend his credit to accomplish the purchase.

During the third quarter of the Company's 2005 year, Management and the Board of Directors decided to implement actions previously discussed in order to further facilitate the Company’s growth and expansion. Pursuant to the Company’s Board of Directors authorization of the sale of shares of the Company’s stock at $1.00 per share to a maximum of sixty (60) family members and close friends of the Company’s officers and directors in order to gain additional funding and involvement for the Company’s expansion, the Company continued to seek to bring in friends and family as additional shareholders/investors in the Company in order to assist in funding the Company’s endeavors. As of November 15, 2006, the Company had sold additional shares of its common stock pursuant to this authorization. On December 8, 2006 the Company completed a forward stock split of 30:1 for all shareholders of record as of November 30, 2006.

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During the third quarter of 2005, the Company’s management decided that, while the expansion of its business provides the benefits of diversification and support along with additional revenue streams, it was still not providing sufficient cash flows to facilitate the Company’s principal objective of expanding. Accordingly, the Company’s management decided to undertake the filing of an SB-2 Registration Statement with the Securities and Exchange Commission to register the current issued and outstanding shares. Additionally The Board decided to target a private placement offering of $1,000,000 to provide sufficient cash resources for the acquisition of containers, employees and equipment necessary to expand operations and provide sufficient working capital to fund operations and marketing. Prior to offering any shares in a private placement the company will file a Form D with the Securities and exchange Commission as well as register its offering in those states where shares will be sold and that require such state registration.

In summary, the Board and management believe the Company’s expansion in its shareholder base and its proposed growth into related supporting additional services and revenue streams (the container industry) will strengthen and diversify the Company. Management and the Board also believe the decision to file an SB-2 Registration Statement with the SEC will provide the Company the opportunity to provide liquidity for purchasers of shares that may be offered in a private placement. The Company believes it has methodically built a unique, well-rounded supporting infrastructure that, once adequately capitalized, will become a competitive and unique force in the container provision market. It is our belief that our cash flow is sufficient to sustain our current level of operations. While operations could be sustained for a long time (over twelve months), there would be minimal capital to be distributed for the efforts of the officerand director. To begin expansion, funds will need to be brought into the company to permit us to move forward with our expansion. Without these funds, management believes it cannot sustain expanding operations.

Although no assurances can be made, we believe that our expenses will increase proportionately to revenues during the fiscal year ending December 31, 2007.

Plan of Operation

Since we are not offering shares for sale in a primary offering, it is the intention of Harcom to raise additional capital through private sources or debt financing. In the event we execute a private placement of our shares, we will file a Form D with the Commission as well as register our offering in those states that require such registration. The following is a breakdown of how we will use any proceeds raised through a private placement or debt financing.

In the event we raise only a nominal amount from the sale of our securities in a private placement or debt financing, $250,000 or less, we will use the proceeds to pay for printing, for any legal and accounting costs that may exist, and to pay secured creditors if any there may be. Any remaining funds will be used toward implementation of our expansion of operations.

Table 5.0 Capital Allocation

Amount of Capital Raised	Offering Expenses		Container Purchases		Trailer Purchases		Employee Wages		Hauling Trucks		Working Capital
$250,000	$	37,500	$	60,000	$	100,000	$	- 0 -	$	50,000	$	2500
$500,000	$	37,500	$	120,000	$	150,000	$	50,000	$	100,000	$	42,500
$750,000	$	37,500	$	120,000	$	150,000	$	267,500	$	100,000	$	75,000
$1,000,000	$	37,500	$	200,000	$	150,000	$	347,500	$	175,000	$	90,000

(1) Offering expenses include the following: Registration Fee, Federal taxes, state taxes and fees, Printing and Engraving Expenses, Accounting Fees and Expenses, Legal Fees and Expenses, and Transfer Agent's Fees and Expenses.

(2) Employee wages constitute a combination of salary, and commissions to be paid for sales made by the employees.

26

Table 6.0 Breakdown of Working Capital

Amnt of Capital Raised	Wking Capital		Allowance for Tax Deposits		Workers Comp. Deposits		Advert & Mkting		Computer upgrades and fence/ building
$250,000	$	2500	$	-0-	$	-0-	$	2500	$	-0-
$500,000	$	42,500	$	18,000	$	5,000	$	14,500	$	5,000
$750,000	$	75,000	$	18,000	$	5,000	$	26,000	$	26,000
$1,000,000	$	90,000	$	18,000	$	5,000	$	41,000	$	26,000

The above tables refer to the use of proceeds being used exclusively for our current operations in Michigan and does not include any facility expansion plans to other states.

Our use of capital varies dramatically due to several factors. At only $250,000 of capital raised, we will need minimal working capital, as we will invest almost all of those funds into new containers and new trailers. Trailers cost approximately $5000 each, while containers can be purchased for $2000 each. Trailers are designed to be able to be moved by tractor trailer and backed up to a loading dock for on-loading and off-loading into a warehouse. Containers are designed to be used with our without a warehouse as they were originally designed for ocean transportation and therefore are moved into place by a large fork lift and can sit directly on the ground, out in the parking lot or behind a store for example. The growing popularity of containers as a temporary storage solution is that they are designed to sit almost flush with the ground, so materials can be moved in and out of them by hand dolly. They are ideal for temporary extra inventory storage solutions for large retail chains for that reason.

The container industry is a growing industry nationwide, and management believes based on client feedback secured from our semi-trailer customers that there is an unmet need here in our area of Michigan for these containers. This explains the blend of investment into trailers and containers at each level of capital raised. From that diversification ratio flows the need for hauling trucks for each type of container as well as expansion in our employee base to sell our services, operate the trucks, and provide back office infrastructure for order processing, invoicing, and logistics.

Working capital rises with each level of investment capital that is raised. Deposits for employee wages, workers compensation insurance, advertising and marketing expenses, office computer upgrades, a security fence costing $16,000 and small improvements to our current building come in to play as our working capital increases at each level. We have specifically designated amounts to be used for employee wages, which can be a combination of a salary, draw or commissions based on sales. Our expenses for advertising and marketing will rise as we begin to expand our client base and launch a new website. Management will make a determination of using an employee leasing company for any future employees that may be needed. Management’s discretion will be further used when determining whether to automate or hire personnel. Many of our functions such as sales, bookkeeping, and customer-order coordination activities require personnel to perform the functions. Management has kept its decision making in the use of working capital broad so it may exercise good judgment in applying management principles to the use of funds. At such time when the company has generated a positive cash flow from our expanded operations the Board of Directors will determine what additional compensation will be awarded Mr. Coons, if deemed appropriate. Upon registration with the U.S. Securities Exchange Commission, 1,068,000 of our outstanding shares of common stock will be eligible for resale under the Securities Act. We will not realize any proceeds from any actual resale of the shares sold by the selling security holders.

Dilution

While there will be no dilution to existing shareholders from the resale offering, dilution may occur in the event we chose to raise capital through a private offering or debt financing.

The issuance of further shares and the eligibility of further issued shares for resale will dilute our common stock and may lower the price of our common stock. If you invest in our common stock, your interest will be diluted to the extent of the difference between the price per share you pay for the common stock and the pro forma as adjusted net tangible book value per share of our common stock at the time of sale. We calculate net tangible book value per share by calculating the total assets less intangible assets and total liabilities, and dividing it by the number of outstanding shares of common stock.

27

In the future, we may issue additional shares, options and warrants and we may grant stock options to our officers, employees, directors, and consultants under a stock option plan, all of which may further dilute our net tangible book value.

Research and Development

Over the past two fiscal years we have not spent any money on research and development. Research and development is not expected to be a significant ongoing expense for our business within the next 12 months.

Any expected purchase or sale of plant and significant equipment.

In the event that Coons Semi-Trailer Leasing were to proceed with its expansion plans, we would need to purchase between one and three hauling trucks for trailers and containers, depending on the level of expansion achieved.

Employees

Currently, there are two full-time employees at Coons Semi-Trailer Leasing. William Coons is the owner/manager and manages all of the daily business of the company. We have a full time driver to deliver the trailers and works as a sub contractor. There is one part time sub contractor that will help as needed. As we begin to grow there will be a need to add one or two sales representatives, one or two additional drivers, an additional mechanic, and 2-4 administrative and logistics coordinators. The table above reflects the growth in staff at each level of expansion.

Trends

We do recognize the trend in our industry regarding a growing demand for containers that can be moved directly into a ground level position as discussed in our plan of operation above. The economy has been forced into a downward spiral in the Flint, MI area due to General Motors massive layoffs and other negative ripples as a result in the automotive industry. However, there are many financial forecasters who are predicting that as Michigan’s economy becomes more diversified that this area will experience a growth trend in population beginning around 2008 due to our reasonably low cost of living. With an increase in building and renovation, Coons Semi-Trailer Leasing could see increase in services as well as revenue.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Inflation

We believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2004 or December 31, 2005.

Seasonality

We do not experience any seasonality in our business. Our services stay consistent throughout the year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

To the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors.

28

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements regarding accounting and financial disclosure matters with our independent registered public accountants.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for Coons Semi-Trailer Leasing, Inc., by David G. Zanardi, at 10010 San Pedro Avenue, Ste 310 - San Antonio, TX, 78216.

EXPERTS

Our financial statements have been audited by Sutton, Robinson, and Freemanindependent registered public accountants, and have been included in this prospectus in reliance upon the report of that firm and their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus is filed as part of the registration statement, and it does not contain all of the information in the registration statement, as some portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

We are obligated to file reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

We intend to voluntarily furnish our security holders with an annual report that contains audited financial statements.

29

COONS SEMI-TRAILER LEASING, INC.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

DJ Connection - Tulsa, Inc.

We have audited the accompanying balance sheets of Coons Trailer Leasing, Inc., (the “Company”) as of December 31, 2005 and 2004, and the related statements of income, changes in stockholders' equity and cash flows for the years then ended. 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide 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 Coons Trailer Leasing, Inc., as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Sutton Robinson Freeman & Co., P.C.

Tulsa, Oklahoma

December 29, 2006

SUTTON ROBINSON FREEMAN & CO., P.C.

2727 East 21st Street, Suite 600   l  Tulsa, Oklahoma 74114-3537   l 918.747.7000    l Fax 918.743.7525    l www.telcpa.com

COONS SEMI TRAILER LEASING, INC.
BALANCE SHEETS
Years ended December 31, 2005 and 2004
	Dec 31, 05		Dec 31, 04
ASSETS
Current Assets
Checking/Savings
Cash		4,624.02		3,336.51
Total Checking/Savings		4,624.02		3,336.51
Accounts Receivable
Accounts receivable		23,524.00		27,749.00
Total Accounts Receivable		23,524.00		27,749.00
Total Current Assets		28,148.02		31,085.51
Fixed Assets
Accumulated depreciation		-114,707.49		-111,487.02
Building		30,000.00		30,000.00
Computer		1,091.07		1,091.07
Land		22,000.00		22,000.00
Trailers		139,280.00		103,879.50
Total Fixed Assets		77,663.58		45,483.55
TOTAL ASSETS		105,811.60		76,569.06
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts payable		1,570.28		1,154.14
Total Accounts Payable		1,570.28		1,154.14
Other Current Liabilities
Property Taxes Payable		2,715.95		2,733.32
Unearned Revenue		887.29		3,101.31
Total Other Current Liabilities		3,603.24		5,834.63
Total Current Liabilities		5,173.52		6,988.77
Long Term Liabilities
Shareholder loan-building		30,000.00		30,000.00
Shareholder Loan-Building Rep.		6,782.50		6,782.50
Shareholder loan-computer		1,091.07		1,091.07
Shareholder loan-land		22,000.00		22,000.00
Shareholder loan-trailers		107,499.50		103,879.50
shareholder loan - Auto		3,135.71		1,062.16
Shareholder Loan - Misc.		-5,560.04		-2,302.90
Shareholder Loan Prop Taxes		8,708.54		7,880.46
Shareholder loan/Chase		-6,308.98		-5,900.00
Shareholder Loan/Citizens Bank		1,884.02		-24,889.22
Total Long Term Liabilities		-600.00		139,603.57
Total Liabilities		168,632.32		146,592.34
Equity		173,805.84
Opening Bal Equity				4,203.36
Retained Earnings		4,203.36		-89,584.66
Net Income		-74,226.64		15,358.02
Total Equity		2,029.04		-70,023.28
TOTAL LIABILITIES & EQUITY		-67,994.24		76,569.06
		105,811.60

COONS SEMI TRAILER LEASING, INC.
INCOME STATEMENTS
Years ended December 31, 2005 and 2004
	Jan - Dec 05		Jan - Dec 04
Income
Drop Charge Revenue		2,030.00		3,120.00
Late Fee Income		1,075.00		990.00
Leasing Revenue		52,344.02		60,023.19
Total Income		55,449.02		64,133.19
Expense
Accounting		5.00		230.00
Advertising		2,944.97		2,914.50
Auto Expense		4,888.25		9,906.46
Bank Charges		103.00		113.00
Building Repairs		0.00		1,300.00
Car Wash		30.00		26.00
Commissions		17,860.00		12,163.00
Consumers Energy		2,019.61		2,169.27
Depreciation Expense		4,720.47		2,533.56
Fuel		4,852.77		2,704.74
Insurance		6,630.63		4,711.44
Interest - Property Taxes		57.96		31.40
Late Fee-auto payment		17.70
Licenses		75.00		528.50
Miscellaneous Expense		371.75		55.50
Motor Carrier Tax		0.00		60.00
Office Expense		391.84		250.63
Parts		1,519.42		2,109.72
Postage		91.32		107.28
Property Tax - Penalty		129.75		104.47
Property Taxes		2,920.14		3,929.30
Supplies		142.74		269.68
Telephone		3,338.37		2,056.91
Waste Removal		0.00		163.52
Water		309.29		336.29
Total Expense		53,419.98		48,775.17
Net Income		2,029.04		15,358.02

COONS SEMI TRAILER LEASING, INC.

NOTES TO FINANCIAL STATEMENTS

Year Ended December 31, 2005 and 2004

NOTE 1. NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Business Activity; Coons Semi-Trailer Leasing, Inc. (the Company) specializes in the leasing of storage semi-trailers in Michigan.

Revenue Recognition; Fees for trailer leases are recognized over the lease term on a straight-line basis.

Allowance for Doubtful Accounts; It is the company's policy to provide an allowance for doubtful accounts when it believes there is a potential for non-collectibles.

Property and Equipment; Property and equipment are recorded at cost. Maintenance and repairs are charged to operating expense as incurred.

Depreciation of property and equipment is computed using straight-line over the estimated useful lives of the assets.

Income Taxes: The Company records income taxes in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which requires the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory rates to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

Use of Estimates; The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Advertising Costs; Advertising costs are charged to expense in the period incurred. Advertising expense was $2,945 in 2005 and $2,915 in 2004.

COONS SEMI TRAILER LEASING, INC.

NOTES TO FINANCIAL STATEMENTS Year Ended December 31, 2005 and 2004

NOTE 2. RELATED PARTY TRANSACTIONS

The Company leases their facilities rent free from the sole stockholder. The company is responsible for taxes, utilities, insurance and maintenance of the property.

Loan payable to shareholder consists of the following at December 31, 2005 and 2004:

	2005			2004
Balance at beginning of year	$	139,604		$	145,334
Advances /Charges		(19,935	)		(23,335	)
Receipts		48,963			17,605
Balance at end of year	$	168,632		$	139,604

The loan is non-interest bearing.

NOTE 3. INCOME TAXES

The Company's effective tax rate differs from the expected federal income tax rate as a result of certain expenses included in income being non-deductible for tax reporting purposes.

NOTE 4. SUBSEQUENT EVENTS

Coons Semi-Trailer Leasing, Inc. was incorporated on October 12, 2006 in the state of Michigan. At incorporation the Company had authorized capital of 100,000,000 common shares with no stated par value. On October 12, 2006 the Board of Directors adopted a resolution setting par value to $0.01 per share.

On November 28, 2006, the Board of Directors authorized a forward stock split in the ratio of 30 to 1 with an effective date of December 8, 2006.

As of November 27, 2006, the Company had a total of 35,600 shares of its common stock issued and outstanding. On December 8, 2006, the Company effectuated a forward stock split in the ratio of 30 to 1 of its 35,600 shares of common stock issued and outstanding. Immediately following the forward split performed by the Company, there were a total of 1,068,000 shares issued and outstanding.

COONS SEMI TRAILER LEASING, INC.
BALANCE SHEETS
For the periods ending September 30, 2006 and 2005
	Sep 30, 06		Sep 30, 05
ASSETS
Current Assets
Checking/Savings
Cash		1,528.36		3,579.75
Total Checking/Savings		1,528.36		3,579.75
Accounts Receivable
Accounts receivable		31,894.00		25,774.00
Total Accounts Receivable		31,894.00		25,774.00
Total Current Assets		33,422.36		29,353.75
Fixed Assets
Accumulated depreciation		-114,707.49		-114,707.49
Building		30,000.00		30,000.00
Computer		1,091.07		1,091.07
Land		22,000.00		22,000.00
Trailers
Semi		33,280.50		33,280.50
Trailers - Other		105,999.50		105,999.50
Total Trailers		139,280.00		139,280.00
Total Fixed Assets		77,663.58		77,663.58
Other Assets
Shareholder Loan-MBNA		1,025.00		0.00
Total Other Assets		1,025.00
TOTAL ASSETS		112,110.94		107,017.33
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts payable		78.36		0.00
Total Accounts Payable		78.36
Other Current Liabilities
Property Taxes Payable		1,978.76		0.00
Total Other Current Liabilities		1,978.76
Total Current Liabilities		2,057.12
Long Term Liabilities
Shareholder loan-building		30,000.00		30,000.00
Shareholder Loan-Building Rep.		6,782.50		6,782.50
Shareholder loan-computer		1,091.07		1,091.07
Shareholder loan-land		22,000.00		22,000.00
Shareholder loan-trailers		107,499.50		107,499.50
shareholder loan - Auto		3,135.71		1,433.91
Shareholder Loan - Misc.		-454.97		-5,614.95
Shareholder Loan Prop Taxes		8,708.54		8,708.54
Shareholder loan/Chase		-6,308.98		-6,308.98
Shareholder Loan/Citizens Bank		-2,315.98		3,684.02
Shareholder loan/MBNA		-600.00		-300.00
Total Long Term Liabilities		169,537.39		168,975.61
Total Liabilities		171,594.51		168,975.61
Equity
Opening Bal Equity		4,203.36		4,203.36
Retained Earnings		-72,197.60		-74,226.64
Net Income		8,510.67		8,065.00
Total Equity		-59,483.57		-61,958.28
TOTAL LIABILITIES & EQUITY		112,110.94		107,017.33

COONS SEMI TRAILER LEASING, INC.
INCOME STATEMENTS
For the periods ending September 30, 2006 and 2005
(Unaudited)
	Jan - Sep 06		Jan - Sep 05
Income
Drop Charge Revenue		5,165.00		1,810.00
Late Fee Income		980.00		975.00
Leasing Revenue		26,177.29		44,911.31
Total Income		32,322.29		47,696.31
Expense
				-235.00
Advertising		1,530.73		1,935.50
Auto Expense		2,570.19		3,186.45
Bank Charges		97.00		67.00
Commissions		20.00		30.00
Consumers Energy		851.07		15,160.00
Consumers Energy				1,252.30
Fuel		3,730.34		4,720.47
Insurance		2,751.10		3,761.80
Miscellaneous Expense		210.96		4,999.73
Interest - Property Taxes				57.96
Late Fee-auto payment				17.70
Licenses				75.00
Miscellaneous Expense				371.75
Office Expense		17.47		276.56
Parts		1,425.17		1,214.52
Postage		34.43		62.19
Property Tax - Penalty				51.39
Property Taxes				152.00
Supplies		119.56		118.42
Telephone		737.34		2,178.08
Wages & Commissions		9,400.00		0.00
Waste Removal		98.69		0.00
Water		217.57		177.49
Total Expense		23,811.62		39,631.31
Net Income		8,510.67		8,065.00

COONS SEMI TRAILER LEASING, INC.
STATEMENTS OF CASH FLOWS
Years ended December 31, 2005 and 2004
	2005			2004
Cash Flows from Operating Activities
Net income	$	2,029		$	15,358
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation		4,720			2,534
Changes in current assets and liabilities:
(Increase)/Decrease in Accounts Receivable		4,225			(6,739	)
Increase/(Decrease) in Accounts Payable		416			(102	)
Increase/(Decrease) in Property Taxes Payable		(17	)		1,948
Decrease in Unearned Revenue		(2,214	)		(218	)
Net cash provided by operating activities		9,159			12,781
Cash Flows from Investing Activities
Purchases of property and equipment		(36,901	)		(7,500	)
Net cash used in investing activities		(36,901	)		(7,500	)
Cash Flows from Financing Activities
Cash received from shareholder		48,963			17,605
Cash paid to shareholder		(19,935	)		(23,335	)
Net cash provided or (used) by financing activities		29,029			(5,730	)
Net increase (decrease) in cash		1,287			(449	)
Cash, beginning of year		3,337			3,786
Cash, end of year	$	4,624		$	3,337
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-
Total cash paid for interest and income taxes	$	-		$	-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.   Indemnification of Directors and Officers.

Section 607.0831 of the Florida Business Corporation Act (“FBCA”) authorizes Florida corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for any damages unless it is proven that: (a) his act of failure to act constituted a breach of his fiduciary duties and a director or officer; or, (b) his breach of those duties involved intentional misconduct, fraud or knowing violation of the law. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations now authorized by such legislation, directors are accountable to corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Although Section 607.0831(1) does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of our directors to us or our stockholders (in their capacity as directors but not in their capacity as officers) to the fullest extent permitted by Section 607.0831(1). Specifically, our directors will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to us or our stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payments of dividends or unlawful stock repurchase or redemptions; or (iv) for any transactions from which the director derived an improper personal benefit.

Section 607.0850(1) of the FBCA authorizes Florida corporations to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had not reasonable cause to believe the person's conduct was unlawful.

Section 607.0850(12) of the FBCA authorizes Florida corporations to purchase insurance covering liabilities asserted against directors, officers, employees and agents.

Our directors and officers are indemnified as provided by the Florida Business Corporation Actand in our bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense or any action, suit or proceeding) is asserted by one of our directors, officers or controlling persons in connection with any of our securities that are being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 25.   Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense

SEC Registration fee	$	114.28
Accounting fees and expenses	$	[12,000]*
Legal fees and expenses	$	[20,000]*
Printing and related expenses	$	[3,000]*
Miscellaneous	$	[2,500]*
Total	$	37,614.28

*Estimated

II-1

Item 26.   Recent Sales of Unregistered Securities.

Set forth below is information regarding the issuance and sales of Coons Semi-Trailer Leasing’ common stock without registration during the last three years. No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities. The following securities of Coons Semi-Trailer Leasing, Inc. were issued by Coons Semi-Trailer Leasing within the past three (3) years and were not registered under the Securities Act of 1933:

(a) On October 12, 2006 the Board of Directors authorized that, the Company, through a private, non-public offering of shares by the officers and directors of the Company shall offer subscriptions to its securities, to select individuals. The sale to the following individuals were issued shares from the authorized capital stock for additional paid-in-capital. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering. There was no distribution of a prospectus, private placement memorandum, or business plan to the public. Shares were sold to friends, family and personal business acquaintances of the President, William Coons. Each individual had specific knowledge of the Company’s operation that was given to them personally by the President, William Coons. Each individual is considered educated and informed concerning small investments, such as the $3.00 investment in our company. The sale of the shares occurred between October 13, 2006 and November 11, 2006 to the following individuals. Upon receipt of the executed subscription agreements, the sale of any additional shares was closed by the Board of Directors.  The following table gives effect to the forward stock split of 30:1 that was made effective on December 8, 2006.

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Names of Stockholders	Shares Received	Consideration	Relationships
Victoria Coons	9,000	$3.00 check	wife to Bill Coons
Sally Maher	9,000	$3.00 check
John Wright	9,000	$3.00 check
Estelle Coons	9,000	$3.00 check	Sister-in-law to Bill Coons
Robert Leets	9,000	$3.00 check	husand to Judy
Harry Aydinian	9,000	$3.00 check	father to Natalie
Robert Scherman	9,000	$3.00 check
Judy Leets	9,000	$3.00 check	wife to Robert Leets
Ronald Howard	9,000	$3.00 check	husand to Janet
Janet Howard	9,000	$3.00 check	wife to Ronald
Alvina Coons	9,000	$3.00 check	wife to Gerald, sister-in-law to Bill Coons
Gerald Coons	9,000	$3.00 check	brother to Bill Coons, husband to Alvina
Cerri Ddie	9,000	$3.00 check
Andrew Charles	9,000	$3.00 check
Natalie Aydinian	9,000	$3.00 check	daughter to Harry
Bradley Whalen	9,000	$3.00 check
Jerry Young	9,000	$3.00 check
Larry Tower	9,000	$3.00 check
James Reif	9,000	$3.00 check	husband to Doris
Doris Reif	9,000	$3.00 check	wife to James
Dr. Jeffrey Green	9,000	$3.00 check
Larry Cool	9,000	$3.00 check	husband to Janine
Janine Cool	9,000	$3.00 check	wife to Larry
Tammie Pettey	9,000	$3.00 check	wife to Michael
Michael Pettey	9,000	$3.00 check	husband to Tammie
Lawrence Brochu	9,000	$3.00 check
Etsegent Lakew	9,000	$3.00 check
Glenn Currier	9,000	$3.00 check
Oliver Hackney	9,000	$3.00 check
Brenda Davis	9,000	$3.00 check	wife to Robert
Eatna Dixon	9,000	$3.00 check
Robert Davis	9,000	$3.00 check	husband to Brenda
Renee Peel	9,000	$3.00 check
Linda Dupuis	9,000	$3.00 check	wife to Larry
Larry Dupuis	9,000	$3.00 check	husband to Linda
Dallas Dotson	9,000	$3.00 check
Tanya Hubbard	9,000	$3.00 check	wife to Phil
Phil Hubbard	9,000	$3.00 check	husband to Tanya
Robert Bancroft	9,000	$3.00 check
Elizabeth Danner	9,000	$3.00 check
LaVern Bancroft	9,000	$3.00 check	wife to Keith
Keith Bancroft	9,000	$3.00 check	husband to LaVern
Joann Curtiss	9,000	$3.00 check
Sarah Cheek	9,000	$3.00 check	wife to Jordan
Jordan Cheek	9,000	$3.00 check	husband to Sarah
Wayne Petersen	9,000	$3.00 check

Item 27.   Exhibits.

The following exhibits are included as part of this Form SB-2.

Exhibit No.	Description
3.1	Articles of Incorporation
3.2	By-Laws-
5	Opinion Regarding Legality and Consent of Counsel by: David G. Zanardi Esq.
23.1	Consent of Experts and Counsel: Independent Registered Public Accountants Consent by Sutton, Robinson, and Freeman

Item 28.   Undertakings.

The undersigned registrant hereby undertakes to:

File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

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(a) Include any prospectus required by Section 10(a)(3) of the Securities Act, and

(b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement, and

(c) Include any additional or changed material information on the plan of distribution.

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

For purposes of determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time it was declared effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act (Sections 230.424(b)(1), (4) or 230.497(h)) as part of this registration statement as of the time the Commission declared it effective.

For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly authorized this registration statement to be signed on its behalf by the undersigned.

Date:December 29, 2006

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
William Coons	Chairman, President,	December 29, 2006
/s/ William Coons	Secretary

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EX-3.1

State of Florida

Department of State

I certify the attached is a true and correct copy of the Amended and Restated Articles of Incorporation, filed on December 21, 2006, for COONS SEMI-TRAILER LEASING, INC., a Florida corporation, as shown by the records of this office.

I further certify the document was electronically received under FAX audit number H06000299787. This certificate is issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below.

The document number of this corporation is P06000130151.

Authentication Code: 006A00072299-122206-P06000130151-1/1

  Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Twenty-second day of December, 2006

/s/ Sue M. Cobb

Sue M. Cobb

Secretary of State

December 22, 2006	FLORIDA DEPARTMENT OF STATE
	Division of Corporations

COONS SEMI-TRAILER LEASING, INC.

4221 HOLIDAY DRIVE

FLINT, MI 48507US

Re:Document Number P06000130151

The Amended and Restated Articles of Incorporation for COONS SEMI-TRAILER LEASING, INC., a Florida corporation, were filed on December 21, 2006.

The certification you requested is enclosed. To be official, the certificate for a certified copy must be attached to the original document that was electronically submitted under FAX audit number H06000299787.

Should you have any questions concerning this matter, please telephone (850) 245-6050, the Amendment Filing Section.

Pamela Smith
Document Specialist
Division of Corporations	Letter Number: 006A00072299

P.O BOX 6327 - Tallahassee, Florida 32314

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

COONS SEMI-TRAILER LEASING, INC.

THESE, DULY ADOPTED, AMENDED AND RESTATED ARTICLES OF INCORPORATION SHALL SUPERSEDE THE ORIGINAL ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO.

ARTICLE I. CORPORATE NAME

The name of this corporation is COONS SEMI-TRAINLER LEASING, INC., and has its principle place of business at 4221 HOLIDAY DRIVE, FLINT, MICHIGAN 48507.

ARTICLE II. NATURE OF BUSINESS AND POWERS

The general nature of the business to be transacted by this Corporation is to engage in any and all business permitted under the laws of the State of Florida and this Corporation shall have all of the corporate powers enumerated in the Florida General Corporation Act.

ARTICLE III. CAPITAL STOCK

The maximum number of shares of stock that this Corporation is authorized to issue and have outstanding at any one time is 10,000,000 shares of common stock having a par value of $0.01 per share.

ARTICLE IV. TERM OF EXISTENCE

This Corporation shall have perpetual existence commencing upon the filing of these Articles.

ARTICLE V. REGISTERED AGENT AND INITIAL REGISTERED OFFICE

The Registered Agent and the street address of the initial Registered Office of this Corporation in the State of Florida shall be:

WILLIAM R. BARKER, P.A.

801 NORTH MAGNOLIA AVENUE, SUITE 416

ORLANDO, FLORIDA 32803

The Board of Directors from time to time may move the Registered Office to any other address in the State of Florida.

ARTICLE VI. PREEMPTIVE RIGHTS

Each Shareholder of the Corporation shall have the right to purchase, subscribe for, or receive a right or rights to purchase or subscribe for, at the price for which it is offered to others, that Shareholder's pro rata portion of the following:

A. Any stock of any class that the Corporation may issue or sell, whether or not exchangeable for any stock of the Corporation of any class or classes, and whether or not of unissued shares authorized by the Articles of Incorporation as originally filed or by any amendment thereof for out of shares of stock of the Corporation acquired by it after the issuance thereof, and whether issued for cash or other consideration; or,

B. Any obligation that the Corporation may issue or sell which is convertible into or exchangeable for any stock of the Corporation of any class or classes, or to which is attached or pertinent any warrant or warrants or other instruments conferring on the holder the right to subscribe for or purchase from the Corporation any shares of its stock of any class or classes.

ARTICLE VII. BOARD OF DIRECTORS

The Board of Directors shall consist of not less than one (1) Director and not more than fifteen (15) Directors and the total number of Directors may from time to time be increases or decreased in such manner as is described in the Company's By-Laws, provided, however, that the number of Directors shall not be reduced to less than one (1). Initially, there shall be one (1) directors of the corporation. The name and address of the initial Directors of the corporation is:

WILLIAM COONS

4221 HOLIDAY DRIVE

FLINT, MICHIGAN 48507

The person name as the initial Director shall hold this office until the first meeting of the shareholders, or until otherwise replaced by a successor.

ARTICLE VIII. INCORPORATOR

The name and street address of the person signing these Articles of Incorporation is:

WILLIAM COONS

4221 HOLIDAY DRIVE

FLINT, MICHIGAN 48507

ARTICLE IX. AMENDMENT OF ARTICLES

The Articles of Incorporation may be amended in the manner provided by law.

ARTICLE X. INDEMNIFICATION

The Corporation shall indemnify any officer or director or any former officer or director, to the full extent permitted by law.

ARTICLE XI. BYLAWS

The power to adopt, alter, amend and repeal the Bylaws shall be vested in the Board of Directors and the Shareholders as provided by law; however, the Shareholders shall not have the power to adopt or amend the Bylaws that fixes a greater quorum or voting requirement for Shareholders than is required by law.

IN WITNESS WHEREOF, the undersigned, as Incorporator has executed the foregoing Articles of Incorporation on the 1st of December, 2006.

/s/ WILLIAM COONS

WILLIAM COONS

Incorporator

DESIGNATION AND ACCEPTANCE BY REGISTERED AGENT

In compliance with FLORIDA General Corporation Act, the following is submitted:

That COONS SEMI-TRAILER LEASING, INC., desiring to organize under the laws of the State of FLORIDA, with its principal office at 4221 HOLIDAY DRIVE, FLINT, MICHIGAN 48507 has named WILLIAM R. BARKER, P.A., located at 801 NORTH MAGNOLIA AVENUE, SUITE 416, ORLANDO, FLORIDA 32803, County of Orange, State of Florida, as its agent to accept service of process within this state.

ACKNOWLEDGMENT:

Having been named to accept service of process for the above-named Corporation, at the place designated in Article V of these Articles of Incorporation, the undersigned agrees to act in this capacity, and agrees to comply with the provisions of Florida law relative to keeping the designated office open.

Registered Agent

WILLIAM R. BARKER, P.A.

/s/ WILLIAM R. BARKER

WILLIAM R. BARKER, ESQUIRE

CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION

In compliance with Section 607.1007 of the Florida General Corporation Act, the following is submitted:

That, the Board of Directors of COONS SEMI-TRAILER LEASING, INC., have approved the filing of Amended and Restated Articles of Incorporation; and, this Restatement does contain Amendments that required shareholder approval; and, the Board of Directors adopted the Restatement after submission of same to the Shareholders, and, a majority approval by the Shareholders.

That, at a Special Meeting of the Shareholders, held in accordance with Section 607.0702, on NOVEMBER 29, 2006, the Shareholders of COONS SEMI-TRAILER LEASING, INC. unanimously adopted the Amended and Restated Articles of Incorporation of COONS SEMI-TRAILER LEASING, INC.; and, voted that the Amended and Restated Articles of Incorporation of COONS SEMI-TRAILER LEASING, INC. shall supersede the original articles of incorporation and all amendments thereto. The number of votes cast for the Amendments by the Shareholders was sufficient for approval.

The undersigned, being President and Secretary of COONS SEMI-TRAILER LEASING, INC., does make and file this certificate, declaring and certifying the facts hereinabove contained to be true and accordingly hereunto set my hand, on this, the 1st day of December, 2006.

/s/ WILLIAM COONS

WILLIAM COONS, President

EX-3.2

BY-LAWS

OF

COONS SEMI-TRIALER LEASING, INC.

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of applicable law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as a prudent person would use under similar circumstances.

Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be up to fifteen (15) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

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Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Three Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. The election of Directors shall be on a staggered basis. Dependent on the total number of Directors approved, election shall be for no more than twenty percent (20%) of the Board of Directors in any given year when the total number of Directors exceeds five (5) Directors.

Section 5. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Directors’ term of office expires.

Section 6. REMOVAL OF DIRECTORS. Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

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Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any one (1) Director and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other officer designated for that purpose.

Section 8. ORGANIZATIONAL MEETINGS. The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the Annual Meetings of the Shareholders.

Section 9. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting: 9:00 A.M.

Date of Regular Meeting: Second Friday of March, June, September and December.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.

Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board may be called at any time by the President or, if he or she is absent or unable or refuses to act, by any Vice President or the Secretary or by any one (1) Director if only one is provided.

At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive officer of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.

When all of the Directors are present at any Directors’ meeting, however, called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) a majority of the Directors is present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

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Section 11. DIRECTORS’ ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 12. QUORUM. A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 15. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by applicable law.

Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.

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Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The Officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, or one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person.

Section 2. ELECTION. The Officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve or a successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an Officer chosen by the Board of Directors by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in the By-Laws for regular appointment to that office.

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Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.

Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.

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Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at all reasonable times be open to inspection by any Director.

This officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.

ARTICLE IV

SHAREHOLDERS’ MEETINGS

Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.

Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:

Time of Meeting: 10:00 A.M.

Date of Meeting: November 15th of each year

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than onetenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.

Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirtyfive (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the same manner provided by these By-Laws.

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Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.

Such notices or any reports shall be given personally or by mail and shall be sent to the Shareholder’s address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of the notice.

Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (1) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (2) in the case of an annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which said adjournment is taken.

Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and notice, shall be valid as though a meeting had been duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in applicable law.

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Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can be elected by unanimous written consent, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.

Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided for under applicable law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have been solicited in writing,

(1) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(2) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the Shareholder’s proxy holders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxy holders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.

Section 8. QUORUM. The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

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If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.

Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.

Provided the candidate’s name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder’s intent to cumulate the Shareholder’s votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.

The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.

Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of applicable law filed with the Secretary of the corporation.

Section 11. ORGANIZATION. The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a Chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding officer may appoint any person to act as Secretary of the meeting.

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Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issuance.

Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, of the stock represented by said certificate may be issued in the number of shares as the one alleged in at least double the value certificate, whereupon a new same tender and for the same to be lost or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

ARTICLE VI

RECORDS - REPORTS - INSPECTION

Section 1. RECORDS. The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office as fixed by the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided under applicable law.

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Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation’s principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.

Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors.

Section 5. CONTRACT, ETC. - HOW EXECUTED. The Board of Directors, except as in the By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as may be provided under applicable law.

ARTICLE VII

ANNUAL REPORTS

Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall not be required to file an annual report to be sent to the Shareholders. This report shall be available at the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of the Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. No report shall be necessary in the event the corporation transacts no business and is not a fully operational entity during the course of the fiscal year.

ARTICLE VIII

AMENDMENTS TO BY-LAWS

Section 1. AMENDMENT BY SHAREHOLDERS. New BY-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Article of Incorporation.

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Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII, and the limitations, if any, under law, the Board of Directors may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment thereof changing the authorized number of Directors.

Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX

CORPORATE SEAL

Section 1. SEAL. The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date and State of incorporation.

ARTICLE X

MISCELLANEOUS

Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.

Section 2. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.

Section 3. INDEMNITY. Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 4. ACCOUNTING YEAR. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

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EX-5

Ziam, Inc.

10010 San Pedro Avenue, Suite 310

San Antonio, Texas 78216

Telephone: 210.344.2700Facsimile: 210.344.2702

December 27, 2006

Coons Semi-Trailer Leasing, Inc.

4221 Holiday Drive

Flint, Michigan 48507

Re: Coons Semi-Trailer Leasing, Inc.

To Whom It May Concern:

We have acted as counsel to Coons Semi-Trailer Leasing, Inc., an Florida corporation (the "Corporation"), in connection with the Form SB-2 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), for the registration under the Act of 1,068,000 shares of the Corporation's common stock, $0.01 par value (the "Common Stock").

In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents and instruments:

(a)The Amended and Restated Articles of Incorporation, filed with the Secretary of State of the State of Florida on December 21, 2006 and certified to us by an officer of the Corporation as being complete and in full force and effect as of the date of this opinion.

(b)The By-laws of the Corporation, certified to us by an officer of the Corporation as being complete and in full force and effect as of the date of this opinion.

(c)A Certificate of Good Standing relating to the Corporation issued by the Secretary of State of the State of Florida as of December 22, 2006.

(d)A Certificate of an officer of the Corporation (i) attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors and Stockholders of the Corporation relating to the issuance of the Common Stock, (ii) verifying that the Articles of Incorporation of the Corporation are complete and in full force and effect as of the date of this opinion, (iii) certifying as to certain factual matters including warranties and representations, and (iv) certifying as to the number of shares of Common Stock of the Corporation outstanding as of December 27, 2006; and

(e)The Registration Statement.

This opinion is limited to the Federal Law of the United States of America and the General Corporation Law of the State of Florida including statutory provisions as well as applicable provisions of the Florida Constitution and reported judicial decisions interpreting these laws. We disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion and assuming that all applicable federal and state securities laws are complied with, it is our opinion that, the Common Stock is duly authorized and validly issued, and fully paid and nonassessable.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to us under the caption "Interest of Named Experts and Counsel" in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

Ziam, Inc.

/s/

David G. Zanardi, Esquire

EX-23.1

Consent of Independent Auditors

We consent to the incorporation of our report dated December 29, 2006, on the financial statements of Coons Trailer Leasing, Inc. (the “Company”) for the years ended December 31, 2005 and 2004, included in the Form SB2 registration of Coons Trailer Leasing, Inc. as filed with the Securities and Exchange Commission on December 29, 2006.

Sutton Robinson Freeman & Co., P.C.

Tulsa, Oklahoma

December 29, 2006

SUTTON ROBINSON FREEMAN & CO., P.C.

2727 East 21st Street, Suite 600   l  Tulsa, Oklahoma 74114-3537   l 918.747.7000    l Fax 918.743.7525    l www.telcpa.com