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CORRESP
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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

    February
12, 2010

    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 January 14, 2010 by the accounting staff of the Securities and
Exchange Commission (the “Staff”) with comments on the responses of the Company
dated December 14, 2009.

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

    1.  The Company advises the Staff that the Summary
Compensation Table in Item 11 of the Form 10-K only shows the compensation for
certain of its executive officers as required under Regulation
S-K.  As noted in our prior response, “Corporate” consisted of up to
10 people, most of which were not required to be included in that
table.

    See below
for a revised SG&A table by segment.

              FY
      2008 to October

              Contracting

              Products

              Corporate

              Rent
      & Utilities

              $

              291,114

              $

              165,025

              $

              156,560

              Office
      Expenses

              144,720

              154,012

              332,611

              Payroll

              2,286,516

              1,529,245

              2,055,700

              Insurance

              235,444

              46,820

              106,226

              Professional
      Fees

              87,002

              10,221

              1,578,088

              Forex

              (73,754)

              136,003

              642,935

              Marketing

                    86,167

                200,019

                824,593

              Amortization

              263,632

              76,216

              198,186

              Stock
      Compensation

              116,899

              6,037

              939,286

              Travel
      Expenses

              148,022

              89,467

              364,870

              Sale
      of Asset

                          874

                     1,688

                    3,810

              Totals

              3,586,636

              2,414,753

              7,202,865

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      February
12, 2010

    Form 10-Q for the Quarterly
Period Ended July 31, 2009

    2. On
July 31, 2009, the Company’s market capitalization was approximately $4.5
million, and on October 15, 2009, it was approximately $1.5
million.

    On
September 22, 2009, the Company received an ineligibility notice from the Finra,
the self regulatory agency that governs the OTC Bulletin Board, as a result of
the Company's being delinquent in its reporting obligations three times in a 24
month period. As a consequence, the Company's common stock was removed from
quotation on the OTC Bulletin effective at the open of business on October 1,
2009.

    Reference
to the removal of the Company’s common stock from the OTC Bulletin Board was
made on page 34 of the Quarterly Report on Form 10-Q for the quarter ended July
31, 2009.  More extensive disclosure regarding the removal should have
been included in, but was inadvertently omitted from the Company’s Current
Report on Form 8-K that was filed on September 25, 2009.  Upon
discovering the omission, the Company filed an amendment to such Form 8-K on
January 29, 2010 in which the requisite disclosure was made.

    3. The
Company’s reorganization plan and efforts continues and is disclosed in detail
in the Company’s Annual Report on SEC Form 10-K for the year ended October 31,
2009. In connection with the plan, the previously disclosed Cash Control
Framework Agreement with the Company’s principal creditor was extended for a
further period of 12 months and now expires on March 16, 2011.

    As a
result of the Company’s reorganization into two geographic segments, the Company
accounts for and evaluates the fair value of goodwill attributed to each segment
and reporting units separately.   In connection with the
preparation of its financial statements for the year ended October 31, 2009, the
Company engaged an independent third party to appraise the fair value of the
goodwill attributed to the   Company’s separate segments, Coda
Octopus Colmek and Coda Octopus Martech as of October 31, 2009. As a result of
the valuations, the Company determined the fair value of each segment of
goodwill exceeded their respective carrying values at October 31,
2009.

        2

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      February
12, 2010

    As noted
previously, Jody Frank is no longer with the Company.  Therefore,
kindly address future correspondence to Geoffrey Turner, Chief Executive
Officer.

    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.)

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