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    Unassociated Document

    Louis
A. Brilleman, P.C.

    110 Wall
Street, 11th
Floor

    New York,
NY 10005-3817

    Phone:
212-709-8210

    Fax:
212-943-2300

    October
19, 2009

    VIA
EDGAR

    Mr. David
R. Humphrey

    Branch
Chief

    United
States Securities and Exchange Commission

    Washington,
D.C. 20549

              Re:

              Coda
      Octopus Group, Inc. (the “Company”)

    Form 10-K
for the year ended October 31, 2008

    (the
“Form 10-K”)

    File No.
000-52815

    Dear Mr.
Humphrey:

    This letter is in response to the
letter dated September 9, 2009 by the accounting staff of the Securities and
Exchange Commission (the “Staff”) with comments on the Company’s Form
10-K.  Following are the Company’s responses to the Staff’s
comments.

    Form 10-K for the Year Ended
October 31, 2008

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations

    Results of
Operations

    Comparison of fiscal year
ended October 31, 2008, compared to fiscal year ended October 31, 2007, page
22

    1.           In
accordance with the Staff’s comment, the Company has omitted from its Quarterly
Report on Form 10-Q for the quarter ended July 31, 2009 (the “Form 10-Q”),
non-GAAP measures and comparisons.  The Company will continue this
practice in its future filings.

    2.           In
accordance with the Staff’s comment, the Company has omitted from its Form 10-Q
all EBITDA presentations.  The Company will continue this practice in
its future filings.

    Liquidity and Capital
Resources, page 24

    3.           The
Company has provided additional detail in the Form 10-Q in accordance with the
Staff’s comment.  See pages 33 and 34 of the Form 10-Q as well as
footnote 16 to the financial statements included therein.

    Mr. David
R. Humphrey

      Securities and Exchange
Commission

      October
19, 2009

    Financial
Statements

    Report of Independent
Registered Certified Public Accounting Firm, page F-1

    4.           The
Company’s independent accounting firm, RBSM LLP (“RBSM”) has advised that it
considered the Company’s reported net loss, working capital deficit and negative
operating cash flows and determined a “going concern” explanatory paragraph in
the firm’s audit report was not required based upon the
following  procedures performed and inquires made:

              ·

              The
      Company provided RBSM with a management forecast and business plan,
      including management’s estimates of its business prospects for the fiscal
      year ending October 31, 2009.

              ·

              RBSM
      reviewed the forecast and business plan and discussed it with Company
      management to develop an understanding of the assumptions utilized in
      preparing the forecast and plan.

              ·

              RBSM
      reviewed the Cash Framework Agreement (‘Agreement”) by and between the
      Company and the holder (the “Noteholder”) of the 8.5% senior secured
      convertible notes (the “Notes”).

              ·

              RBSM
      tested management’s assumptions used in preparing the forecasts by
      comparing the assumptions to present conditions and understanding the
      basis for any variances between past actual and future assumed
      performance.

              ·

              RBSM
      also performed a stress test on the forecast for the year ending October
      31, 2009 by taking management’s “worst case” scenario forecast and adding
      negative assumptions and curbing management’s positive
      assumptions.

              ·

              The
      stress test was designed to assess whether the Company would have
      sufficient liquidity to operate assuming that the Company operated under
      the Agreement without the Noteholder exercising its right to demand
      repayment.  RBSM concluded that the stress tested financial
      forecast shows that the Company has a reasonable possibility of continuing
      operations as a going concern through the year ending October 31,
      2009.

              ·

              RBSM
      concluded that the Agreement provided a basis for the Company to use its
      working capital and that the Company had sufficient working capital to
      operate its business at least through October 31,
      2009.  Nevertheless, RBSM agreed with management’s assessment
      that the Company was in default of the Notes and, therefore, the Notes
      constitute a current liability in accordance with SFAS No. 78 as of
      October 31, 2008.  RBSM further concluded that the Company’s
      Agreement with the Noteholder to the Financials was of such significance
      that it needed emphasis by including a paragraph in RBSM’s report that
      directs readers to the disclosure that discusses the
      Agreement.

        2

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      October
19, 2009

    Accordingly,
based upon the procedures followed and inquires made, RBSM concluded that it
obtained sufficient support as of the date of its report to alleviate and
mitigate its concerns that there existed substantial doubt about the Company’s
ability to continue as a going concern for a reasonable period of time as of
October 31, 2008.

    Consolidated Statements of
Operations

    5.           The
Company advises the Staff that, as a smaller reporting company, it filed its
Form 10-K in accordance with Article 8 of Regulation S-X.  As such, it
does not believe that the requested revisions to its financial statements are
required to be made.

    6.           The
Company advises the Staff that the debt modification costs recorded as an
operating expense represent legal and advisory fees incurred in connection with
negotiating the Cash Framework Agreement with the Noteholder.

    Notes to Consolidated
Financial Statements

    Note 1 – Summary of
Significant Accounting Policies

    Intangible Assets, page
F-9

    7.           The
Company has expanded the disclosure in the Form 10-Q in accordance with the
Staff’s comment.  The Company will continue this practice in its
future filings.

    8.           The
Company advises the Staff that it has identified the reporting units to which
goodwill has been assigned.  It has included a schedule quantifying
the balance in note 7 to the financial statements in the Form 10-Q.

    Note 7 – Intangible Assets
and Goodwill, page F-15

    9.           The
Company advises the Staff that it tests its non amortizable intangible assets
for impairment annually in the fourth quarter of its fiscal year.  The
Company’s reporting units that contain goodwill, Martech and Colmek, are either
generating cash flow from operations or net income from operations , and
accordingly, the Company believes no events or changes in circumstances have
occurred during the interim reporting periods  that may more likely
than not reduce the fair value Martech or Colmek  below their
respective  carrying values.

        3

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      October
19, 2009

    Note 8 – Capital
Stock

    Series A Preferred Stock,
page F-17

    10.           The
Company advises the Staff that it has added disclosures to the Form 10-Q that
explain how dividends are calculated and it will continue to do so in its future
filings.

    11.           The
Company advises the Staff that the 120 shares of Series A preferred stock being
converted were part of the 320 shares of Series A Preferred Stock that was
converted and mentioned in the previous paragraph. Those 320 shares total were
converted into 32,000 shares of common stock, valued at $56,640, which were
foregone in lieu of payment for services provided by the Company.

    12.           The
Company advises the Staff that it has included in the Form 10-Q separate
schedules for share-based payment awards, and that it will continue to do so in
its future filings.

    Note 15 – Segment
Information, page F-25

    13.           The
Company advises that Staff that it has revised in the Form 10-Q its disclosure
for compliance with FASB Accounting Standards Codification 280-10-50-20, and
that it will continue to do so in its future filings.

    14.           The
Company advises the Staff that it has revised its disclosure in the Form 10-Q
for compliance with FASB Accounting Standards Codification 280-10-50-29, and
will continue to do so going forward.

    Please
contact the undersigned at 212-709-8210 if you need any addition al
information.

    Very
truly yours,

    /s/ Louis
A. Brilleman

              cc:

              Geoffrey
      Turner

    (Coda
Octopus Group, Inc.)

    4