SecProbe.io

CORRESP
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filename1.htm

    Louis
A. Brilleman, P.C.

    110 Wall
Street, 11th
Floor

    New York,
NY 10005-3817

    Phone:
212-709-8210

    Fax:
212-943-2300

            June 30,
    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 June 11, 2010 by the accounting staff of the Securities and
Exchange Commission (the “Staff”) with comments on the Company’s responses to
previous Staff comments.

    Note 10- Derivative
Liability, page 18

    The
Company confirms to the Staff that some of the warrants identified in the
Company’s earlier response of June 8, 2010 were issued to officers of the
Company and in particular those shown as items 22, 23, 24, 25, 125, 126, 127,
128, 129 and 130 in the Schedule to the said letter.

    These
warrants fall within the scope of 815-40-15-3 because they were issued under the
same terms as the other warrants, and as such, carry the same potential
liability.

    The
Company believes that the terms of these warrants are not unusual and the main
terms of the warrants are as described in its response of June 8, 2010.
These are
5-year warrants which expire through 2012 (“Warrants”). Under the terms of these
Warrants, the holder may purchase the specified number of Company’s common stock
during the warrant term at exercise prices of between $1.30 and
$1.70.

    The
exercise price of the warrants is adjusted when the Company issues or is deemed
to have issued (in the case of stock options,
warrants, convertible securities or other rights to purchase or acquire
shares of common stock) ‘additional
shares of common stock’ at a price below the then applicable exercise price (a
“Triggering Issuance”). In general, no price adjustment will be made for
issuances in
which the Company's net proceeds as consideration for such issuance is less than
$300,000
during any calendar year. Upon the occurrence of a Triggering Issuance,
the exercise price of the warrant is adjusted by multiplying the warrant price
in effect on the day immediately prior to the Triggering Issuance by a fraction
(i) multiplying
the Warrant Price in effect on the day immediately prior to the Triggering
Issuance by a fraction (i) the numerator of which shall be the sum of the
number of shares of Common Stock outstanding on the Triggering Issuance plus the number of
shares of Common Stock which the aggregate consideration received by the Company
for the total number of such additional shares of Common Stock so issued would
purchase at the Warrant Price on the Triggering Issuance (or, in the case of
Common Stock Equivalents, the number of shares of Common Stock which the
aggregate consideration received by the Company upon the issuance of such Common
Stock Equivalents and receivable by the Company upon the conversion, exchange or
exercise of such Common Stock Equivalents would purchase at the Warrant Price on
the Triggering Issuance) and (ii) the denominator of which shall be the sum
of the number of shares of Common Stock outstanding on the Triggering Issuance
plus the number
of additional shares of Common Stock issued or to be issued (or, in the case of
Common Stock Equivalents, the maximum number of shares of Common Stock into
which such Common Stock Equivalents initially may convert, exchange or be
exercised)

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      June 30,
2010

    These instruments are not considered to
be indexed to our stock because in line with the two-step approach detailed
under FASB ASC
815-40-15-7 “Derivatives and Hedging” (formerly EITF 07-05), we have 1) evaluated the contingent
exercise provisions, and 2) we have evaluated the settlement provisions, thus
drawing us to this conclusion.

    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,

                Chief
      Executive Officer

                (Coda
      Octopus Group, Inc.)

                Judith
      Wallace

                Chief
      Financial Officer

                Coda
      Octopus Group