SecProbe.io

Mail Stop 3561

August 8, 2007

Via U.S. Mail

Jason Reid
President and Chief Executive Officer
Coda Octopus Group, Inc.
164 West, 25th Street, 6th Floor
New York 10001

Re:  Coda Octopus Group, Inc.
 Amendment No. 1 to Registrati on Statement on Form SB-2
 Filed July 25, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your responses to the comments in our letter dated June 18,
2007 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing.

Outside Back Cover Page of Prospectus
1. We reissue prior comment 2.  Please note th at the delivery obligation applies to all
dealers, whether or not participating in this  offering.  And this is in addition to the
dealers’ obligation to deliver a prospectus  when acting as underwriters.   Please
include the dealer prospectus delivery obligation language required by Item 502(b)
of Regulation S-B.

Prospectus Summary, page 1
2. In response to our prior comment 5, you state that you believe you have the first
mover advantage in 3-D sonar markets ba sed on, among other things, extensive and
successful testing in this area that date back almost two decades as well as broad
customer acceptance.  We note, however , that your company was formed in 1994
and the disclosure on page 19 states that 3- D sonar is “currently in the early stages
of adoption . . ..”    Please discuss in gr eater detail, in the business section, your
extensive and successful testing in this ar ea that dates back two decades as well as
your broad customer acceptance.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 2

3. Please also clarify here that you do not ha ve any government sales in the US nor do
you have any port security solution contracts.
4. We reissue prior comment 6, in part.  Please disclose the amount of your working
capital and the amount of your accumulated deficit.

Management’s Discussion and Analysis  or Plan of Operation, page 9

Liquidity and Capital Resources, page 16

5. We note your plan to move from loss to profit in the short term involves
completing your first government sales in th e US and gain your first port security
solution contract.  Please tell us the st atus of the progress of the US government
sales and the port security solution contract.

Security Ownership of Certain Beneficial Owners and Management, page 41

6. We reissue prior comment 22.  We note th at there is a 4.9% ownership limitation
with each of the beneficial owners, but the limitation may be changed to 9.9%.
Please advise whether and how you will update  the beneficial ownership table after
the registration statement is declared effective.

Certain Relationships and Re lated Transactions, page 47

7. We reissue prior comment 23.  Please provi de the approximate dollar value of the
amount of Vision Opportunity’s interest  in the repurchase of 18,181 shares of
Series B Preferred Stock, including the fair  value of the warrants that were issued
but remain in Vision’s ownership.  And again, please revise all related party
transactions to disclose the approximate dollar value of the am ount of the related
party’s interest in the transaction.  Se e Item 404(a)(4) of Regulation S-B.

8. As a follow up to the comment above , please explain why the company
repurchased the 18,181 shares from Vision and why it paid approximately $1.8 million dollars more than the aggregate purchase price Vision paid for the shares.  Please disclose what consideration, if  any, the company received for the $1.8
million dollars.  Please provide any other in formation regarding the transaction that
is material to investors in light of the circumstances of the transaction.  Refer to
Item 404(a)(6) of Regulation S-B.

9. Please clarify how Ulysses Financial LLC is related.  Also, disclose the two
officers for the issuance of 164,000 shares  of your common stock in April 2007 and
clarify whether the 5 year warrants are for each to purchase 164,000 shares.  If not,
please disclose the shares each is allo wed to purchase under the warrants.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 3

10. We bring your attention to Note 9 of the financial statements.  Please disclose the
related transactions or advise w hy they need not be disclosed.

Financial Statements as of October 31, 2006

Note 10 – Acquisition, page F-14

11. We note the response to our prior comment 30 and your belief that the material
identifiable assets in the Martech acquisition did not meet the separability criteria for recognition apart from goodwill and othe r identifiable intangibles, such as
customer and supplier related relationship s, that would be recognized separately
were immaterial.  As Martech is a contra ct-based business, it  is unclear whether
you specifically considered the amount of order or production backlog that existed at the date of acquisition for recognition as an intangible asse t apart from goodwill.
Please refer to the guidance in Appendi x A (paragraph A.14.b(2)) of SFAS 141.
Notwithstanding your response, please expand the notes to the fi nancial statements
to discuss management’s evaluation of iden tifiable intangible assets that would be
recognized apart from goodwill and your conclusions, thereto.  Please advise and revise your consolidated fina ncial statements, accordingly.

Financial Statements as of April 30, 2007

Note 1 – Liquidity, page F-23

12. In view of the material amount of ca sh & cash equivalents that comprise
approximately 35% of your total assets at April 30, 2007, please expand the note to
detail the nature of the cash equivalent assets included in this balance sheet account
as well as any risks (fair value, credit,  etc.) associated with these assets.

Note 3 – Intangible Assets and Goodwill, page F-24

13. We note your reference to an independent c onsultant and/or appraiser that was used
to determine the fair values of your ac quired assets, intangibles and goodwill, both
herein and in Note 10.  If management pref ers to make reference to a specialist,
please identify the consultants in the “Expe rts” section of the document and include
their consent in the document.  In the alternative, you may delete the reference to the independent appraiser.

Miller and Hilton, Inc.

Note 5 – Stock Subscription Note Re ceivable – Related Party, page F-53

14. Reference is made to your response to  our prior comment 41 where you believe
that your accounting is reasonable and in accordance with GAAP.  We do not

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 4

concur, as the guidance you cite in APBO  No. 6, paragraph 12(b), presumes that
the treasury stock transaction is with an “unrelated” shareholder with no exchange
of stated or unstated rights or privileges.  As this tran saction occurred with officers
of the company that provide services there is a presumption of a compensatory
arrangement when there is a difference betw een the value of shares issued and the
lesser amount being paid by the shareholder/o fficer for those shares.  In this regard,
the significant discount in the amount bei ng paid would be attributable to the
exchange of stated or unsta ted rights or privileges for providing services to the
company and we believe should be recognized as compensation expense.  With respect to accounting literature that suppor ts this position, please refer to the
guidance in paragraph 15 of SFAS No. 123(R) on the Measurement Principle for
Share-Based Payment Transactions with Em ployees.  In addition, we also refer you
to guidance in Question 1 of FTB 85-6 wh ere you account for stated or unstated
rights or privileges when purchase of treasur y shares are at a price significantly in
excess of market value, as it presumes the price includes amounts attributable to
other items.  A similar analogy is made  when issuing shares at an amount
significantly less than its value to officers that provide services.  Therefore, we
reissue our comment, as previously cite d, to revise your financial statements
accordingly in an amendment to the Form SB-2.  Please refer to our prior comment
on the guidance for the appropriate note di sclosure and recogniti on in the auditor’s
report that should be made with respect to  the change in financial statements.
Please revise, accordingly.

15. From disclosure noted in the Statement of Cash Flows and note 5 (pages F-62 and
F-65, respectively), it appears the forgiven ess of the related notes receivable of
$94,500 has been reflected in Colmek’s ope rating results for the three months
ended January 31, 2007.  In view of this amount being material, please also
separately  present a line item for this expens e within “Operating Income” and more
appropriately characterize the caption as “Non-Cash Officer Compensation Expense”.  Please revise the Condensed Statement of Opera tions, accordingly.

Unaudited Pro Forma Financial Information, pages F-70 and F-71

16. As you have included updated April 30, 2007 financial statements in the amended
Form SB-2, please also upda te the pro forma statements in a similar manner, as
follows:

(A) Condensed Pro Forma Balance Sheet as of April 30, 2007
(Replacing  the January 31, 2007 Pro Forma Balance Sheet)

In deriving the updated pro forma balance sheet and its results thereto, please
solely  reflect the registrant’s  (Coda) historical balan ce sheet as of April 30,
2007 with the May 2007 Security Trans actions (and any other material
subsequent transactions), as the Apr il 2007 Colmek acquisition and the March

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 5

& April 2007 Security Transactions are already reflected in Coda’s April 30,
2007 historical balance sheet.

(B) Condensed Pro Forma Statement of Op erations – Six Mos. Ended April 30,
2007
(Replacing  the January 31, 2007 (3 Months) Pro Forma Statement of
Operations)

The updated statement of operations should reflect the impact of all
transactions (e.g. Colmek Acquisition, Other Security Transactions, etc.)
giving effect as if the transactions had taken place as of November 1, 2005,
the beginning of the fiscal year.

In presenting the pro forma statement for this interim period, please use Coda’s historical results for its si x months ended April 30, 2007 and the
historical pre-acquisition results of Colmek for the period November 1, 2006
to April 6, 2007 (date of acquisition), as  Coda’s historical results already
include Colmek from its April 6, 2007 acquisition date.

Please refer to the guidance in Rule 11-02( c)(1)-(2) of Regula tion S-X.  Please
revise and update the conde nsed pro forma statements  including its related note
disclosures (with this respective updated interim period) accordingly.

Pro Form Financial Statements, page F-72

17. Reference is made to your response to our  prior comment 46 where you state that a
footnote is included reconciling Martech financial information from pound sterling
to US dollar translation basis amounts.  We  reissue our comment, so please include
a separate detailed note that presents the reconciliation of Martech’s financial
information from its historical basis in  pound sterling to amounts presented in the
pro forma statement of operations on a US  dollar basis with a ppropriate disclosure
of the weighted average exchange rate used in the translat ion.  Please revise
accordingly.

Notes to Condensed Pro Forma Unaud ited Financial Statements, page F-73

18. With regard to our comment number 49 from the staff letter dated June 18, 2007, it is not apparent that you have adjusted the pro forma income statement for the tax effects of the pro forma adjustments.  Pl ease revise or, if applicable, explain your
conclusion that no adjustments are necessary.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 6

General

19. Please consider the financial statement updating requirements of Item 310(g) in
Regulation S-B on an ongoing basis.  In th is regard, please note that, when
additional financial statements are filed in an amendment, the staff may require
significant additional time to review the amendment.

20. In all amendments to the Form SB-2, please include a currently dated and manually
signed consent from all independent public accountants.

Item 27 Exhibits

21. Exhibit 2.2 is shown as filed with this amen dment, however it is not filed on Edgar.
Please file the exhibit or advise.

Signature Page

22. Please have one of your officers sign in the capacity of principal accounting officer.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

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

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 7

You may contact Kristin Shi fflett at (202) 551-3381 or David Humphrey at (202)
551-3211 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact H. Yuna Peng at (202) 551-3391 or Max Webb at (202)
551-3750 with any other questions.

Regards,

Max A. Webb
       A s s i s t a n t  D i r e c t o r

cc: Marc J. Ross, Esq.
 Fax: (212) 930-9725