SecProbe.io

Mail Stop 3561
        March 15, 2017

Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
4020 Kidron Road, Suite 4
Lakeland, FL 33811

Re: Coda Octopus Group, Inc.
 Form 10-12G and Amendment No. 1 to Form 10 -12G
Filed February 17, 2017 and February 21, 2017
File No. 000-52815

Dear Ms. Gayle:

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with in formation so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may  have  additional comments.

General

1. Please confirm your understanding that your registration statement will become effective
automatically 60 days after filing.  Upon effectiveness, you will become subject to the
reporting requirements of the Securities  Exchange Act of 1934, even if we have not
completed our review of your filing.  To the extent you are not required to register
pursuant to Section 12(g) of the Exchange Act and if it appears that you will not be able
to respond by the 60th day, you may wi sh to consider withdrawing your registration
statement before it becomes effective and refiling it.

2. It appears that you qualify as an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act.  If so, please disclose that fact in yo ur filing.

3. Please update the financial statements and related disclosures provided in the registration
statement as required by Rule 8 -08 of Regulation S -X.

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 2

Description of Business, page 4

Corporate History, page 4

4. We note that some of the company’s subsidiaries are based outside the United States.
Please explain the limitations, if any, on the ability of U.S. investors to enforce a
judgment obtained in U.S. courts, or to effect service of process on the officers and
directors managing the offshore s ubsidiaries.

5. We note that the company filed a Form 15 -12G and left the reporting system in July
2011.  The last reported corporate event in the Form 10 is the acquisition of Colmek in
April, 2007 and the related name change to Coda Octopus Colmek Inc. in December
2008.  Please expand your disclosure to describe any material events in the last five years
that have not already been disclosed.

Marine Technology Business (“Products Segment”), page 6

6. The description of your business touches on a number of co mplex processes and products
which may be beyond the scope of the average reader.  Please clarify the technical
language in the disclosure.  Here are some examples of what we mean:

 “We have also introduced the capabilities of real time 3D sonars. This tec hnology is
being adopted for many oil and gas, renewable energy, subsea asset placements
(blocks, mattresses and other installations), decommissioning and leak identification
projects. Most of these projects require real time volumetric visualization. ” (p.6.)

 “Our current Echoscope® measures approximately 15x11.8x6.3 inches and connects
to a laptop with gaming specifications or similar hardware configuration required to
handle the volume of data generated by our sonar. The C500 variant is much smaller
in size.” (p. 9) (Explain what you mean by gaming specifications or similar hardware
configuration).

 “Designed for the remotely operated underwater vehicle (“ROV”) market, the
Dimension® real time 3D  forward looking sonar with CodaOctopus  Vantage
software (“Vantage”) offers a step -change view to ROV pilots. With a user -selectable
quadview  of the scene in front of the ROV, the pilot can maneuver, navigate and
monitor with confidence during zero visibility conditions. ” (p.10)

Customers

7. For each of the material business segments that you describe, please disclose that
segment’s reliance on a single customer or a few customers  and quantify the percentage
of revenues attributable to each 10% or greater customer .  Refer to Item 101( h)(4)(vi) of

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 3

 Regulation S -K.  We note in this regard the disclosure in Note 10 to the Financial
Statements that during the year ended October 31, 2016, the company had two customers
from whom it generated sales greater than 10% of net revenues.   Additionally, to the
extent that your business is substantially dependent on a contractual arrangement with a
significant customer, please identify that customer and file the contract as an exhibit to
your amended registration statement.

8. We note that c ertain of your products are sold primarily to the Department of Defense.  If
material, please disclose any portion of the business that may be subject to renegotiation
of profits or termination at the election of the government.

Intellectual Property, p age 16

9. Please expand this section to include information concerning the duration and effect on
your business of the patents and trademarks you describe.  Refer to Item 101( h)(4)(vii) of
Regulation S -K.

Management’s Discussion and Analysis of Financial C ondition and Results of Operations, page
18

General Overview, page 18

10. Please revise the fourth paragraph of this section to quantify the increased discounts that
you have offered your customers and the related decrease in gross profit margins.

11. In your disclosure that your real time 3D solution is one of two preferred solutions, please
name and briefly describe the other solution.

Liquidity and Capital Resources, page 28

12. Please discuss whether working  capital , cash from operations, and other so urces of
liquidity will be sufficient  to fund operations within the next twelve months and the
ramifications if you are unable to meet your liquidity needs.   Please also discuss working
capital needs and the significance and timing of cash generated from op erations within
the context of your business and industry .  Refer to Instruction 5 to Item 303(a) of
Regulation S -K.

13. We note that the company currently has approximately $9.7 million in outstanding debt
under its Senior Secured Convertible Notes, which  it is trying to refinance.  Please
disclose in this section the likely impact if the company is not able to refinance the debt.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwith standing any review, comments, action or absence of
action by the staff.

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 4

You may contact Melissa Gilmore  at 202-551-3777  or Doug Jones  at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith  at 202-551-3267  or me at 202-551-3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure