SecProbe.io

April 9, 2019
Michael Midgley
Chief Financial Officer
Coda Octopus Group, Inc.
9100 Conroy Windermere Road, Suite 200
Windermere, Florida 34786
Re:Coda Octopus Group, Inc.
Form 10-K for the Fiscal Year Ended October 31, 2018
Filed February 1, 2019
File No. 001-38154
Dear Mr. Midgley:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise 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 to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended October 31, 2018
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 34
1.We note that you concluded your disclosure controls and procedures (DCP) were effective
while also concluding that your internal control over financial reporting (ICFR) was not
effective due to material weaknesses indicative of small companies with limited staffing
resulting in inadequate review procedures. Please explain to us how you arrived at
different conclusions in light of the existing material weakness. Your explanation should
be comprehensive and address all of the components of the definition of disclosure
controls and procedures. We refer you to Sections II.D and E of SEC Release 33-8238, in
which the Commission recognizes that there is substantial overlap between ICFR and
DCPs. For example, DCPs often include those components of ICFR that provide
reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP. Please include in your response an

 FirstName LastNameMichael Midgley
 Comapany NameCoda Octopus Group, Inc.
 April 9, 2019 Page 2
 FirstName LastName
Michael Midgley
Coda Octopus Group, Inc.
April 9, 2019
Page 2
explanation as to how you determined that the material weaknesses in your ICFR was not
one of the components of ICFR that is also included in disclosure controls and
procedures.  We have a similar concern with your DCP conclusion in your Form 10-Q for
the period ended January 31, 2019.
Management's Report on Internal Control over Financial Reporting, page 34
2.We note that management has conducted an evaluation of the effectiveness of ICFR as
of October 31, 2018 based on the Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Please
tell us and revise to include which version of the framework was used by management to
evaluate the effectiveness of internal control over financial reporting (i.e., 2013). Refer to
Item 308(a)(2) of Regulation S-K. Additionally, please revise to include your conclusion
on effectiveness of ICFR to specifically state that it was not effective.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour at (202) 551-
3379 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure