SEC Comment Letter for Coda Octopus Group, Inc. (CODA) (CIK 0001334325) (CODA) — Sep 6, 2007
Coda Octopus Group, Inc. (CODA) (CIK 0001334325)
Date: Sept. 6, 2007 · CIK: 0001334325 · Accession: 0000000000-07-043396
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-143144
Referenced dates: August 29, 2007
Letter
September 6, 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. 3 to Registrati on Statement on Form SB-2 Filed September 4, 2007 File No. 333-143144
Dear Mr. Reid,
We have reviewed your responses to the comments in our letter dated August 29, 2007 and have the following additional comments . Please note that all page references below correspond to the marked version of your filing.
Liquidity and Capital Resources
1. We note your response to our prior comment 1 and revised disclosure on pages 16 and 23. Please clarify what you mean by “if fully funded.” Further, please briefly describe the technical enhancements you are required to make to the existing system and provide an estimate of the cost of the enhancements.
Part II
Item 26. Recent Sales of Unregistered Securities, page II-1
2. We note that all securities were issued in reliance on Section 4(2). We reissue our prior comment 2, in part. Please disclo se the facts relied upon to make the exemption available. Specifically, please re present, if true, th at all investors had access to company information.
* * * * *
Jason Reid Coda Octopus Group, Inc. September 6, 2007 Page 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
Show Raw Text
Mail Stop 3561
September 6, 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. 3 to Registrati on Statement on Form SB-2
Filed September 4, 2007
File No. 333-143144
Dear Mr. Reid,
We have reviewed your responses to the comments in our letter dated August 29,
2007 and have the following additional comments . Please note that all page references
below correspond to the marked version of your filing.
Liquidity and Capital Resources
1. We note your response to our prior comment 1 and revised disclosure on pages 16
and 23. Please clarify what you mean by “if fully funded.” Further, please briefly
describe the technical enhancements you are required to make to the existing
system and provide an estimate of the cost of the enhancements.
Part II
Item 26. Recent Sales of Unregistered Securities, page II-1
2. We note that all securities were issued in reliance on Section 4(2). We reissue our
prior comment 2, in part. Please disclo se the facts relied upon to make the
exemption available. Specifically, please re present, if true, th at all investors had
access to company information.
* * * * *
Jason Reid
Coda Octopus Group, Inc.
September 6, 2007 Page 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