SEC Comment Letter for Coda Octopus Group, Inc. (CODA) (CIK 0001334325) (CODA) — Apr 22, 2019
Coda Octopus Group, Inc. (CODA) (CIK 0001334325)
Date: April 22, 2019 · CIK: 0001334325 · Accession: 0000000000-19-007423
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Reasoning
File numbers found in text: 001-38154
Letter
April 22, 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 reviewed your April 17, 2019 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our April 9, 2019 letter. 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 have reviewed your response to prior comment 1 and it appears you concluded your disclosure controls and procedures (DCP) were effective because management discovered and corrected the errors to ensure the financial statements were prepared in accordance with GAAP. However, please reference the following statement in the fourth paragraph of Sections II.D of SEC Release 33-8238, which states that "disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles." Given your conclusion ICFR was ineffective and that conclusion overlaps
FirstName LastNameMichael Midgley Comapany NameCoda Octopus Group, Inc. April 22, 2019 Page 2 FirstName LastName Michael Midgley Coda Octopus Group, Inc. April 22, 2019 Page 2 with the DCP conclusion per this portion of the SEC Release, your DCP would also be ineffective even though the errors were identified by management. Please amend to conclude disclosure controls and procedures were ineffective. You may contact Melissa Gilmore, Staff Accountant, at 202-551-3777 or Melissa Raminpour, Accounting Branch Chief, at 202-551-3379 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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April 22, 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 reviewed your April 17, 2019 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our
April 9, 2019 letter.
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 have reviewed your response to prior comment 1 and it appears you concluded your
disclosure controls and procedures (DCP) were effective because management discovered
and corrected the errors to ensure the financial statements were prepared in accordance
with GAAP. However, please reference the following statement in the fourth paragraph
of Sections II.D of SEC Release 33-8238, which states that "disclosure controls and
procedures will include those components of internal control over financial reporting that
provide reasonable assurances that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles." Given your conclusion ICFR was ineffective and that conclusion overlaps
FirstName LastNameMichael Midgley
Comapany NameCoda Octopus Group, Inc.
April 22, 2019 Page 2
FirstName LastName
Michael Midgley
Coda Octopus Group, Inc.
April 22, 2019
Page 2
with the DCP conclusion per this portion of the SEC Release, your DCP would also be
ineffective even though the errors were identified by management. Please amend to
conclude disclosure controls and procedures were ineffective.
You may contact Melissa Gilmore, Staff Accountant, at 202-551-3777 or Melissa
Raminpour, Accounting Branch Chief, at 202-551-3379 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure