SecProbe.io

CORRESP
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filename1.htm

Louis
A. Brilleman, P.C.

1140
Avenue of the Americas, 9th Floor

New
York, NY 10036

Phone:
212-584-7805

Fax:
646-380-6635

March
29, 2017

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
J. Nolan McWilliams

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

    Amendment
    No. 2 to Form 10, filed February 17, 2017

    File
    No.: 000-52815

Dear
Mr. McWilliams:

By
letter dated March 15, 2017, the staff of the Securities and Exchange Commission (the “Staff”) issued comments on
the Company’s Registration Statement on Form 10-12G that was filed on February 17, 2017 (the “Registration Statement”).
Below are the Company’s responses to the Staff’s comments. For ease of reference, each response is preceded by the
Staff’s comment.

General

 1. Please
                                         confirm your understanding that your registration statement will become effective automatically
                                         60 days after filing. Upon effectiveness, you will become subject to the reporting requirements
                                         of the Securities Exchange Act of 1934, even if we have not completed our review of your
                                         filing. To the extent you are not required to register pursuant to Section 12(g) of the
                                         Exchange Act and if it appears that you will not be able to respond by the 60th day,
                                         you may wish to consider withdrawing your registration statement before it becomes effective
                                         and refiling it.

The
Company confirms its understanding that the Registration Statement will become effective automatically 60 days after filing even
if the Staff has not completed its review of the Registration Statement.

 2. It
                                         appears that you qualify as an “emerging growth company” as defined in the
                                         Jumpstart Our Business Startups Act. If so, please disclose that fact in your filing.

The
Company advises the Staff that it does not believe that it meets the definition of an emerging growth company under the JOBS Act
since it had a registration statement on Form SB-2 declared effective prior to December 8, 2011.

 3. Please
                                         update the financial statements and related disclosures provided in the registration
                                         statement as required by Rule 8-08 of Regulation S-X.

The
Company has included updated financial statement for the quarter ended January 31, 2017, in accordance with the Staff’s
comment.

Description
of Business, page 4

Corporate
History, page 4

 4. We
                                         note that some of the company’s subsidiaries are based outside the United States.
                                         Please explain the limitations, if any, on the ability of U.S. investors to enforce a
                                         judgment obtained in U.S. courts, or to effect service of process on the officers and
                                         directors managing the offshore subsidiaries.

The
Company has made revisions to the Registration Statement in accordance with the Staff’s comment. See page 5.

 5. We
                                         note that the company filed a Form 15-12G and left the reporting system in July 2011.
                                         The last reported corporate event in the Form 10 is the acquisition of Colmek in April,
                                         2007 and the related name change to Coda Octopus Colmek Inc. in December 2008. Please
                                         expand your disclosure to describe any material events in the last five years that have
                                         not already been disclosed.

The
Company advises the Staff that it is not aware of any material events that have occurred that are required to be disclosed in
response to the Staff’s comment.

Marine
Technology Business (“Products Segment”), page 6

 6. The
                                         description of your business touches on a number of complex processes and products which
                                         may be beyond the scope of the average reader. Please clarify the technical language
                                         in the disclosure. Here are some examples of what we mean:

 ● “We
                                         have also introduced the capabilities of real time 3D sonars. This technology is being
                                         adopted for many oil and gas, renewable energy, subsea asset placements (blocks, mattresses
                                         and other installations), decommissioning and leak identification projects. Most of these
                                         projects require real time volumetric visualization.” (p.6.)

 ● “Our
                                         current Echoscope® measures approximately 15x11.8x6.3 inches and connects to a laptop
                                         with gaming specifications or similar hardware configuration required to handle the volume
                                         of data generated by our sonar. The C500 variant is much smaller in size.” (p.
                                         9) (Explain what you mean by gaming specifications or similar hardware configuration).

 ● “Designed
                                         for the remotely operated underwater vehicle (“ROV”) market, the Dimension®
                                         real time 3D forward looking sonar with CodaOctopus Vantage software (“Vantage”)
                                         offers a step-change view to ROV pilots. With a user-selectable quadview of the scene
                                         in front of the ROV, the pilot can maneuver, navigate and monitor with confidence during
                                         zero visibility conditions.” (p.10).

The
Company has made revisions throughout the business description in response to the Staff’s comment.

 7. For
                                         each of the material business segments that you describe, please disclose that segment’s
                                         reliance on a single customer or a few customers and quantify the percentage of revenues
                                         attributable to each 10% or greater customer. Refer to Item 101(h)(4)(vi) of Regulation
                                         S-K. We note in this regard the disclosure in Note 10 to the Financial Statements that
                                         during the year ended October 31, 2016, the company had two customers from whom it generated
                                         sales greater than 10% of net revenues. Additionally, to the extent that your business
                                         is substantially dependent on a contractual arrangement with a significant customer,
                                         please identify that customer and file the contract as an exhibit to your amended registration
                                         statement.

The
Company has added disclosures to the Registration Statement in accordance with the Staff’s comment. See page 23.
The Company advises the Staff that sales to these two customers are made pursuant to individual purchase orders. No long term
agreements exist.

 8. We
                                         note that certain of your products are sold primarily to the Department of Defense. If
                                         material, please disclose any portion of the business that may be subject to renegotiation
                                         of profits or termination at the election of the government.

The
Company has made revisions to the Registration Statement to disclose the termination of government contracts. See page 13.
The Company advises the Staff supplementally that no government contracts that the Company is a party to are subject to renegotiation
of profits.

 9. Please
                                         expand this section to include information concerning the duration and effect on your
                                         business of the patents and trademarks you describe. Refer to Item 101(h)(4)(vii) of
                                         Regulation S-K.

The
Company has added disclosures to the Registration Statement in accordance with the Staff’s comment. See page 16.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 18

General
Overview, page 18

 10. Please
                                         revise the fourth paragraph of this section to quantify the increased discounts that
                                         you have offered your customers and the related decrease in gross profit margins.

The
Company has revised the Registration Statement by deleting the reference to discounts since it does not believe that the discounts
offered are having a material impact on the Company’s revenues.

 11. In
                                         your disclosure that your real time 3D solution is one of two preferred solutions, please
                                         name and briefly describe the other solution.

The
Company has revised the Registration Statement to state its belief that its technology is becoming the preferred solution. See
page 10.

Liquidity
and Capital Resources, page 28

 12. Please
                                         discuss whether working capital, cash from operations, and other sources of liquidity
                                         will be sufficient to fund operations within the next twelve months and the ramifications
                                         if you are unable to meet your liquidity needs. Please also discuss working capital needs
                                         and the significance and timing of cash generated from operations within the context
                                         of your business and industry. Refer to Instruction 5 to Item 303(a) of Regulation S-K.

The
Company has made revisions to the Registration Statement in response to the Staff’s comment. See page 27.

 13. We
                                         note that the company currently has approximately $9.7 million in outstanding debt under
                                         its Senior Secured Convertible Notes, which it is trying to refinance. Please disclose
                                         in this section the likely impact if the company is not able to refinance the debt.

The
Company has revised the Registration Statement to reflect the recent agreement between the Company and the holder of the convertible
debentures to extend the maturity date of the debt to May 1, 2018. The Company has also added disclosure to the Registration Statement
in the Liquidity and Capital Resources section in response to the Staff’s comment. See page 28.

Please
contact the undersigned at 212-584-7805 with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Louis A. Brilleman

    Louis
    A. Brilleman