SecProbe.io

Mail Stop 3561

August 29, 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. 2 to Registrati on Statement on Form SB-2
 Filed August 17, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your responses to the comments in our letter dated August 8,
2007 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing.

General

1. We note your response to our prior comment  number 3 and revised disclosure on
pages 16 and 23.  Please file your contract with the Department of Defense as an
exhibit to your registration statement and describe its material terms in your
prospectus.  See Item 601(b)(10) of Re gulation S-B.  Your  description should
include the circumstances under which the “additional options” will be fully funded
such that you would deliver 7 additional systems.  Alternatively, tell us why you
believe that filing the co ntract and describing its terms is not required.

Part II

Item 26. Recent Sales of Unregistered Securities, page II-1

2. We note your disclosure in the final paragr aph of this Item that you relied on the
exemption from registration provided by S ection 4(2) of the Securities Act of 1933
in connection with each of th e securities issuances listed.  For each issuance, please

Jason Reid
Coda Octopus Group, Inc.
August 29, 2007 Page 2

disclose additional details about the purchasers and other aspects of the transaction
tending to support your re liance on Section 4(2).

* * * * *

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.

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