SecProbe.io

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 filename1.htm

 CODA
OCTOPUS GROUP, INC.

 3300
S Hiawassee Rd., Suite 104-105

 Orlando,
Florida 32835

 March
26, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Coda
 Octopus Group, Inc.

 Registration
 Statement on Form S-3 (the "Registration Statement")

 File
 No. 333-294438

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Coda Octopus Group, Inc., a Delaware corporation (the "Company"),
hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 9:00 A.M. (Eastern Time) on March 30, 2026, or as soon thereafter as possible on such date.

 We
request that we be notified of such effectiveness by a telephone call to Louis A. Brilleman (212) 537-5852, and we request that such
effectiveness also be confirmed in writing.

 Very
 truly yours,

 Coda
 Octopus Group, Inc.

 By:
 /s/
 Annmarie Gayle

 Name:
 Annmarie
 Gayle

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2026

Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
3300 S Hiawassee Rd., Suite 104-105
Orlando, FL 32835

 Re: Coda Octopus Group, Inc.
 Registration Statement on Form S-3
 Filed on March 19, 2026
 File No. 333-294438
Dear Annmarie Gayle:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Louis A. Brilleman, Esq.
</TEXT>
</DOCUMENT>

January 29, 2020
Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
3300 South Hiawassee Road, Suite 104-105
Orlando, FL 32835
Re:Coda Octopus Group, Inc.
Registration Statement on Form S-3
Filed January 23, 2020
File No. 333-236029
Dear Ms. Gayle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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January
29, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

Attention:
Edward M. Kelly, Esq.

    Re:
    Coda
    Octopus Group, Inc.

    Registration
    Statement on Form S-3 (File No. 333-236029)

    Filed
    January 23, 2020

Ladies
and Gentlemen:

Coda
Octopus Group, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of
the Company be declared effective under the Securities Act, at 12:00 P.M., Eastern Time, on Friday, January 31, 2020, or as soon
thereafter as practicable. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.
We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures
made in our filings.

Please
contact Louis A. Brilleman at (212) 584-7805 as soon as the Registration Statement has been declared effective, or if you have
any other questions or concerns regarding this matter.

    Very
    truly yours,

    CODA
    OCTOPUS GROUP, INC.

    /s/
    Annmarie Gayle

    Annmarie
    Gayle

    Chief
    Executive Officer

CORRESP
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    September 9, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

Attention:
Heather Clark, Esq.

    Re:
    Coda
    Octopus Group, Inc.

    Registration
    Statement on Form S-3 (File No. 333-233524)

    Filed
    August 29, 2019

Ladies
and Gentlemen:

Coda
Octopus Group, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of
the Company be declared effective under the Securities Act, at 4:00 P.M., Eastern Time, on Wednesday, September 11, 2019, or as
soon thereafter as practicable. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.
We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures
made in our filings.

Please
contact Louis A. Brilleman at (212) 584-7805 as soon as the Registration Statement has been declared effective, or if you have
any other questions or concerns regarding this matter.

    Very
    truly yours,

    CODA
    OCTOPUS GROUP, INC.

    /s/
    Annmarie Gayle

    Annmarie
    Gayle

    Chief
    Executive Officer

September 5, 2019
Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
3300 S Hiawassee Rd., Suite 104-105
Orlando, Florida 32835
Re:Coda Octopus Group, Inc.
Registration Statement on Form S-3
Filed August 29, 2019
File No. 333-233524
Dear Ms. Gayle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

May 8, 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 completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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Louis
A. Brilleman, P.C.

1140
Avenue of the Americas, 9th Floor

New
York, NY 10036

Phone:
212-584-7805

Fax:
646-380-6635

April
23, 2019

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Melissa
    Gilmore

    Melissa
    Raminpour

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

    Form
    10-K for the Fiscal Year Ended October 31, 2018

    Filed
    February 1, 2019

    File
    No. 001-38154

Dear
Ms. Gilmore and Ms. Raminpour:

By
letter dated April 22, 2019, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
commented on the Company’s responses to Staff comments on the Company’s Annual Report on Form 10-K for the year ended
October 31, 2018 (the “Form 10-K”). Below are the Company’s responses to the Staff’s comments. For ease
of reference, each response is preceded by the Staff’s comment.

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 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.

The
Company has made revisions to the Form 10-K in response to the Staff’s comment.

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

    cc:
    Annmarie
    Gayle

    (Coda
    Octopus Group, Inc.)

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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Louis
A. Brilleman, P.C.

1140
Avenue of the Americas, 9th Floor

New
York, NY 10036

Phone:
212-584-7805

Fax:
646-380-6635

April
17, 2019

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Melissa
    Gilmore

    Melissa
    Raminpour

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

    Form
    10-K for the Fiscal Year Ended October 31, 2018

    Filed
    February 1, 2019

    File
    No. 001-38154

Dear
Ms. Gilmore and Ms. Raminpour:

By
letter dated April 9, 2019, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
issued comments on the Company’s Annual Report on Form 10-K for the year ended October 31, 2018 (the “Form 10-K”).
Below are the Company’s responses to the Staff’s comments. For ease of reference, each response is preceded by the
Staff’s comment.

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
    note that you concluded your disclosure controls and procedures (DCP) were effective while also concluding that your internal
    control over financial reporting (ICFR) was not effective due to material weaknesses indicative of small companies with limited
    staffing resulting in inadequate review procedures. Please explain to us how you arrived at different conclusions in light
    of the existing material weakness. Your explanation should be comprehensive and address all of the components of the definition
    of disclosure controls and procedures. We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission
    recognizes that there is substantial overlap between ICFR and DCPs. For example, DCPs often include those components of ICFR
    that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements
    in accordance with GAAP. Please include in your response an explanation as to how you determined that the material weaknesses
    in your ICFR was not one of the components of ICFR that is also included in disclosure controls and procedures. We have a
    similar concern with your DCP conclusion in your Form 10-Q for the period ended January 31, 2019.

The
Company advises the Staff that the existence of a material weakness as disclosed in the Form 10-K does not automatically render
the Company’s disclosure controls and procedures not effective. Rather, such determination is left to the judgment of the
Company’s management. Under Item 308 of Regulation S-K relating to management’s annual report on internal control
over financial reporting, a registrant’s management is not permitted to conclude that its internal control over financial
reporting is effective if there are one or more material weaknesses. In contrast, Item 307 of Regulation S-K does not require
management to conclude that disclosure controls and procedures are not effective if one or more material weaknesses are identified.

As
disclosed in the Form 10-K, the Company’s management identified material weaknesses which are indicative of many small companies
with limited staffing levels resulting in inadequate review procedures. Specifically, as a result of understaffing, misstatements
were detected in revenues, cost of revenues, inventory, deferred revenue, property and equipment, deferred income tax valuation
allowance, and sales, general, and administrative expenses. Following consultation with the Company’s independent auditors,
correcting entries were made in the Company’s financial statements for the year ended October 31, 2018. This material weakness
had no impact on the Company’s financial statements included in the Form 10-K.

The
Company identified the material weakness in the course of its year-end procedures in connection with the preparation of the financial
statements that were included in the Form 10-K. The above detailed misstatements were corrected prior to the filing of the Form
10-K. Management accordingly deemed the Company’s disclosure controls and procedures to be effective because it determined
that the Company had in place adequate and appropriate procedures, controls and protocols designed to ensure that information
required to be disclosed in the reports filed with the Commission are recorded, processed, summarized and reported within the
time periods specified in the Commission’s rules and forms. Management further determined that Company’s disclosure
controls and procedures were effective in that information required to be disclosed is accumulated and communicated to it to allow
timely decisions regarding required disclosure. The Company believes that these conclusions were further supported by the fact
that its control environment in place during fiscal 2018 resulted in the identification of the material weakness and that the
Form 10-K was filed in a timely manner.

The
Company also notes that it has recently retained additional resources to enable adequate processes and procedures regarding the
review of accounting records and supporting schedules to provide reasonable assurances to prevent future misstatements. Management
believes that these additional controls and procedures should remediate the identified material weakness. Management is continuing
to monitor these procedures and controls and has not observed a recurrence of the issues that led it to determine that a material
weakness existed as of October 31, 2018.

Lastly,
based on the Company’s experience in applying the procedures and controls adopted during the current fiscal year, management
expects that its assessment of the Company’s internal control over financial reporting as of October 31, 2019 will conclude
that this material weakness has been remediated. Due to this expectation and the Company’s belief that a material weakness
in its internal control over financial reporting is not necessarily an indication that its disclosure controls and procedures
are not effective, the Company does not believe that revisions to its disclosure would provide meaningful information to investors.

Management’s
Report on Internal Control over Financial Reporting, page 34

    2.
    We
    note that management has conducted an evaluation of the effectiveness of ICFR as of October 31, 2018 based on the Internal
    Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Please
    tell us and revise to include which version of the framework was used by management to evaluate the effectiveness of internal
    control over financial reporting (i.e., 2013). Refer to Item 308(a)(2) of Regulation S-K. Additionally, please revise to include
    your conclusion on effectiveness of ICFR to specifically state that it was not effective.

The
Company acknowledges the Staff’s comment. As discussed with the Staff, the Company will amend the Form 10-K to make revisions
in response to this comment as soon as all comments in the Staff’s letter are resolved.

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

    cc:
                                         Annmarie Gayle

      (Coda Octopus Group, Inc.)

April 9, 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 limited our review of your filing to the financial statements and related
disclosures 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.
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 note that you concluded your disclosure controls and procedures (DCP) were effective
while also concluding that your internal control over financial reporting (ICFR) was not
effective due to material weaknesses indicative of small companies with limited staffing
resulting in inadequate review procedures. Please explain to us how you arrived at
different conclusions in light of the existing material weakness. Your explanation should
be comprehensive and address all of the components of the definition of disclosure
controls and procedures. We refer you to Sections II.D and E of SEC Release 33-8238, in
which the Commission recognizes that there is substantial overlap between ICFR and
DCPs. For example, DCPs often include those components of ICFR that provide
reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP. Please include in your response an

 FirstName LastNameMichael Midgley
 Comapany NameCoda Octopus Group, Inc.
 April 9, 2019 Page 2
 FirstName LastName
Michael Midgley
Coda Octopus Group, Inc.
April 9, 2019
Page 2
explanation as to how you determined that the material weaknesses in your ICFR was not
one of the components of ICFR that is also included in disclosure controls and
procedures.  We have a similar concern with your DCP conclusion in your Form 10-Q for
the period ended January 31, 2019.
Management's Report on Internal Control over Financial Reporting, page 34
2.We note that management has conducted an evaluation of the effectiveness of ICFR as
of October 31, 2018 based on the Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Please
tell us and revise to include which version of the framework was used by management to
evaluate the effectiveness of internal control over financial reporting (i.e., 2013). Refer to
Item 308(a)(2) of Regulation S-K. Additionally, please revise to include your conclusion
on effectiveness of ICFR to specifically state that it was not effective.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour at (202) 551-
3379 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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April
30, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

Attention:
J. Nolan McWilliams

    Re:
    Coda Octopus Group, Inc.

    Registration
    Statement on Form S-3 (File No. 333-224408)

    Filed April 23, 2018

Ladies
and Gentlemen:

Coda
Octopus Group, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), hereby requests that the above-referenced Registration Statement of
the Company be declared effective under the Securities Act, at 4:00 P.M., Eastern Time, on Wednesday, May 2, 2018, or as soon
thereafter as practicable. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.
We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures
made in our filings.

Please
contact Louis A. Brilleman at (212) 584-7805 as soon as the Registration Statement has been declared effective, or if you have
any other questions or concerns regarding this matter.

    Very truly yours,

    CODA OCTOPUS GROUP, INC.

    /s/
    Annmarie Gayle

    Annmarie Gayle

    Chief Executive Officer

April 30, 2018
Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
7380 West Sand Lake Road
Suite 500
Orlando, FL 32819
Re:Coda Octopus Group, Inc.
Registration Statement on Form S-3
Filed April 23, 2018
File No. 333-224408
Dear Ms. Gayle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact J, Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 with any
questions.
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561
        April 11 , 2017

Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
4020 Kidron Road, Suite 4
Lakeland, FL 33811

Re: Coda Octopus Group, Inc.
 Form 10-12G
Filed February 17, 2017
File No. 000-52815

Dear Ms. Gayle:

 We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

CORRESP
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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

Mail Stop 3561
        March 15, 2017

Annmarie Gayle
Chief Executive Officer
Coda Octopus Group, Inc.
4020 Kidron Road, Suite 4
Lakeland, FL 33811

Re: Coda Octopus Group, Inc.
 Form 10-12G and Amendment No. 1 to Form 10 -12G
Filed February 17, 2017 and February 21, 2017
File No. 000-52815

Dear Ms. Gayle:

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with in formation so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments , we may  have  additional comments.

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 wi sh to consider withdrawing your registration
statement before it becomes effective and refiling it.

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 yo ur filing.

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

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 2

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 s ubsidiaries.

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.

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

6. The description of your business touches on a number of co mplex 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 tec hnology 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)

Customers

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

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 3

 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.

8. We note that c ertain 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.

Intellectual Property, p age 16

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.

Management’s Discussion and Analysis of Financial C ondition 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.

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

Liquidity and Capital Resources, page 28

12. Please discuss whether working  capital , cash from operations, and other so urces 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 op erations within
the context of your business and industry .  Refer to Instruction 5 to Item 303(a) of
Regulation S -K.

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.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwith standing any review, comments, action or absence of
action by the staff.

Annmarie Gayle
Coda Octopus Group, Inc.
March 15, 2017
Page 4

You may contact Melissa Gilmore  at 202-551-3777  or Doug Jones  at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith  at 202-551-3267  or me at 202-551-3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

September 9, 2010

Ms. Judith Wallace  Chief Financial Officer Coda Octopus Group, Inc. Newport Office Center 1 111 Town Square Place Suite 1201 Jersey City, New Jersey 07301
Re: Coda Octopus Group, Inc.  Form 10-K for the year ended October 31, 2009  Form 10-K for the year ended October 31, 2009
File No. 000-52815

Dear Ms. Wallace:
   We have completed our review of your Form s 10-K and related filings and do not have
any further comments at this time.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        June 11, 2010
 Via Fax & U.S. Mail

 Ms. Judith Wallace  Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2009
File No. 000-52815

Dear Ms. Wallace:
 We have reviewed your response dated April 30, 2010 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.               Form 10-Q for the Quarter Ended January 31, 2010

 Financial Statements

 Note 10 – Derivative Liability, page 18

 1. We have reviewed your response to your prior comment 5.  To facilitate our
understanding of your conclusions, please provide your analysis in expanded detail.  Specifically, it appears that certain of the warrant issuances may have been made to employees.  If true, please explain why these instruments fall within the scope of this

Ms. Wallace
Coda Octopus Group, Inc. June 11, 2010 Page 2
guidance pursuant to 815-40-15-3.  In addition, please describe the significant contractual terms of the warrants.  Describe, in detail, the nature of the anti-dilution provisions or other contractual terms that cause the exercise price to adjust based upon subsequent sales of securities.  Explain why, if these instruments are not considered to be indexed to your own stock, they meet the definition of a derivative.  Each of your explanations and conclusions should be accompanied by your specific paragraph references in GAAP (ASC 15-40, EITF 07-05, 815-10-15-83 and/or other
relevant sections of the code).  Please advise, supplementally and in detail.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-
3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

Ms. Wallace
Coda Octopus Group, Inc. June 11, 2010 Page 3

CORRESP
1
filename1.htm

    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

    June 8,
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 May 13, 2010 by the accounting staff of the Securities and Exchange
Commission (the “Staff”) with comments on the Company’s responses to previous
Staff comments.

    Form 10-K for the Year Ended
October 31, 2009

    Note 7 – Intangible Assets
and Goodwill, page F-17

              1.

              The
      Company does not believe that it needs to revise the results of the
      goodwill impairment testing as the test was performed at the reporting
      unit level in accordance with FASB ASC 350-20-20 which defines the
      reporting unit as an operating segment or one level below an operating
      segment (component). In this case, the reporting unit was determined to be
      one level below the operating segment.  The Company determined
      the component to be appropriate in accordance with FASB ASC 280-10-50 as
      follows:

    A
component of an operating segment is considered a separate reporting unit if the
component meets all of the following criteria:

              ·

              It
      engages in business activities from which it may earn revenues and incure
      expenses

              ·

              Its
      operating results are regularly reviewed by the pubic entity’s chief
      operating decision makers to assess performance and allocate
      resources

              ·

              Its
      discrete financial information is
available

    Mr. David
R. Humphrey

      Securities and Exchange
Commission

      June 8, 2010

    FASB's
intent, as included in FASB ASC 350, was not to create new internal reporting
structures but rather to view the entity from management's
perspective.  The Company’s accounting system, SAGE produces financial
results at the component level. These results are reviewed by the Company’s
Chief Executive Officer  on a monthly basis.  As such,
Colmek which has consolidated results with Tactical Intelligence and Martech and
which has consolidated results with Dragon Design are considered to be reporting
units in accordance with FASB ASC 350 and 280.

    Additionally,
and in compliance with external reporting requirements, the Company has
identified two reportable segments, i.e. Products and
Contracting.  Both Colmek and Martech are included in the Contracting
operating segment for external reporting purposes.  Both components
are included in this operating segment as they have similar economic
characteristics. All goodwill currently recorded in the books is associated with
the Contracting operating segment.

    Note 15 – Segments, page
F-24

              2.

              The
      Company’s Products segment represents business derived from the sale,
      service and support of repeatable products built by its business and
      suppliers and that are sold mostly, but not exclusively, to the
      non-Defense sector.  The Company’s Contracting segment
      represents business derived from services supplied in large part (but not
      by any means exclusively) to the Government, quasi-Government and Defense
      sector.

              3.

              The
      Company has two reportable operating segments: Products and Contracting
      (see the response in paragraph 2 above). Components are aggregated to the
      operating segments in accordance with FASB ASC 280-10-50.  The
      Products operating segment includes Coda Octopus Products Limited and Coda
      Octopus Products Inc.  Components aggregated in the Contracting
      segment include Coda Octopus Martech Limited which is consolidated with
      Dragon Design Limited, Coda Octopus Colmek Limited and Coda Octopus
      Tactical Intelligence.

    Regarding
the identification of the reporting unit for purposes of assessing goodwill
impairment,   please refer to the response to Comment 1
hereof.

    Form 10-Q for the Quarter
ended January 31, 2010

    Note 10- Derivative
Liability, page 18

              4.

              The
      Company advises the Staff that this disclosure refers to the 32.6 million
      warrants.

              5.

              The
      Schedule of issuance along with main terms is set forth on Attachment A.
      Except as otherwise noted in the  table,  the warrants
      were issued to unrelated parties.

        2

      Mr. David
R. Humphrey

        Securities and Exchange
Commission

        June 8, 2010

    The
Company advises the Staff that warrants issued as compensation for services
rendered were accounted for under ASC Topic 718 Compensation – Stock
Compensation. They were fair valued using the Black-Scholes method and a
compensation charge was recorded in the relevant periods.

    On
November 1, 2009, the Company evaluated the warrants above in accordance with
ASC Topic 815-40 (formerly known as EITF 07-05) and concluded that the value our
warrants will need to be recorded as a derivative liability due to the fact that
the conversion price is subject to adjustment based on subsequent sales of
securities. The cumulative effect of the change in accounting principle on
November 1, 2009 includes an increase in the Company’s derivative liability
related to the fair value of the conversion feature of $2,353,893. Fair value at
November 1, 2009 was determined using the Black-Scholes method based on the
following assumptions: (1) risk free interest rate of 1.06%; (2) dividend yield
of 0%; (3) volatility factor of the expected market price of our common stock of
302.22%; (4) an average expected life of the warrants of 2.22 years and (5)
estimated fair value of common stock of $0.08 per share.

    At January 31, 2010, the Company
recalculated the fair value of the conversion feature subject to derivative
accounting and determined that the fair value at January 31, 2010 is $798,897.
The fair value of the conversion features was determined using the Black-Scholes
method based on the following assumptions: (1) risk free interest rate of 0.74%;
(2) dividend yield of 0%; (3) volatility factor of the expected market price of
our common stock of 304%; (4) an average expected life of the conversion feature
of 1.97 years and (5) estimated fair value of common stock of $0.03 per
share.

    Note 13 – Notes and Loans
Payable, page 20

              6.

              The
      Company has adopted ASC 470-20-15 and based on its evaluation, there is no
      impact on the consolidated financial position and results of operations or
      cash flows on the Company.

    As noted
previously, Jody Frank is no longer with the Company.  Therefore,
kindly address future correspondence to Judith Wallace, Chief Financial
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,

                Chief
      Executive Officer

                (Coda
      Octopus Group, Inc.)

        3

      Mr. David
R. Humphrey

        Securities and Exchange
Commission

        June 8, 2010

    Attachment
A

    Schedule
of Warrants

              Item
      No.

              Date
      of Issuance and
      Expiry Date

              Number
      of Warrants  and Exercise Price

              Exercise
      Price

              $
      Denominated

              Consideration
      and Reason for Issuance

              1

              April
      1, 2006 – April 1, 2011

              400,000

              0.58

              Compensation
      for services rendered

              2

              May
      1, 2006 – May 1, 2011

              500,000

              0.50

            Compensation
      for services rendered

              3

              May
      1, 2006 – May
      1, 2011

              250,000

              0.50

              Compensation
      for services rendered by a former executive officer of the
      Company

              4

              June
      21, 2006 – June 21, 2011

              1,000,000

              1.30

              Pursuant
      to a series of Securities Purchase Agreements entered into between June
      2006 and January 2007  a subscription for 46,000 units of the
      Company’s Series A Convertible Preferred Stock (subsequently converted
      into Common Stock) was made.  In exchange for the issuance of
      the Preferred Stock (now converted into Common Stock) and warrants shown
      herein the Company received an aggregate amount of $4,600,000 for the
      preferred stock and all of the issuances  shown herein and
      numbered items 4, 5,  7, 8, 11,12,13,14, 20 and 21
      inclusive

              5.

              June
      21, 2006 – June 21, 2011

              1,000,000

              1.70

              As
      per item 4.

              6.

              June
      15, 2006 – June 15, 2011

              200,000

              1.00

              Compensation
      for services rendered. At the time of this issue the counterparty was a
      related party insofar as he (now deceased) was a director and officer at
      the time the issue was made.

              7.

              June
      21, 2006 – June 21, 2011

              1,300,000

              1.30

              As
      per item 4.

              8.

              June
      21, 2006 – June 21, 2011

              1,300,000

              1.70

              As
      per item 4

              9

              June
      21, 2006 – June 21, 2011

              80,000

              1.30

              Compensation
      for services rendered

        4

      Mr. David
R. Humphrey

        Securities and Exchange
Commission

        June 8, 2010

              10

              June
      21, 2006 – June 21, 2011

              80,000

              1.70

              Compensation
      for services rendered

              11

              September
      19, 2006 – September
      19, 2011

              500,000

              1.30

              As
      per item 4.

              12

              September
      19, 2006 – September
      19, 2011

              500,000

              1.70

              As
      per item 4.

              13.

              October
      31, 2006 – October
      31, 2011

              1,300,000

              1.30

              As
      per item 4

              14

              October
      31, 2006 – October
      31, 2011

              1,300,000

              1.70

              As
      per item 4.

              15

              October
      31, 2006 – October
      31, 2011

              80,000

              1.30

              Compensation
      for services rendered

              16

              October
      31, 2006 – October
      31, 2011

              80,000

              1.70

              As
      Above

              17

              December
      7, 2006 – December
      7, 2011

              150,000

              1.00

              Compensation
      for services rendered  by a former executive officer of the
      Company

              18

              January
      31, 2007 – January
      31, 2012

              300,000

              1.30

              Pursuant
      to the terms of a Securities Purchase Agreement entered into on or around
      February 5, 2007,   300 units of the Company’s Series B
      Convertible Preferred Stock (subsequently converted into Common Stock)
      were subscribed for.  In exchange for the issuance of the
      Preferred Stock and warrants shown herein the Company received an
      aggregate amount of $300,000

              19

              January
      31, 2007 – January
      31, 2012

              300,000

              1.70

              As
      Above

              20

              January
      31, 2007 – January
      31, 2012

              500,000

              1.30

              As
      per item 4

              21

              January
      31, 2007 – January
      31, 2012

              500,000

              1.70

              As
      per item 4.

              22

              March
      23, 2007 – March
      23, 2012

              1,373,209

              1.30

              At
      the time of these issuances the counter party was a related party insofar
      as it is an affiliate of Jason Reid, the then Chief Executive Officer and
      President of the Company.  In exchange for the early conversion
      by the holder of 15,000 units of Preferred Stock into the Company’s Common
      Stock  (in order that the Company could enter into the series of
      Securities Purchase Agreement in April and May 2007 for the subscription
      of 15,000,000 Common Stock by various investors), the Company issued
      Series A Warrants to purchase 1,323,209 shares of Common Stock
      at  an exercise price of $1.30 were issued by the Company and
      1,323,209 at an  exercise price of $1.70 and on the same terms
      and conditions of those issued to third parties in the sale of the
      15,000,000 shares of Common Stock

        5

      Mr. David
R. Humphrey

        Securities and Exchange
Commission

        June 8, 2010

              23

              March
      23, 2007 – March
      23, 2012

              1,373,209

              1.70

              As
      above

              24

              March
      23, 2007 – March
      23, 2012

              25,000

              1.30

              At
      the time of these issuances the counter party  was a related
      party insofar as it is an affiliate of Jason Reid, the then Chief
      Executive Officer and President of the Company and Blair Cunningham (Chief
      Technology Officer of the company).  In exchange for the early
      conversion by the holder of 500 units of Preferred Stock into Common
      Stock  (in  order that the Company could enter into
      the series of Securities Purchase Agreement in April and May 2007 for the
      subscription of 15,000,000 Common Stock by various investors), the Company
      issued Series B Warrants to purchase 25,000 shares of Common Stock at an
      exercise price of $1.30 were issued by the Company and Series B Warrants
      to purchase 25,000 at an  exercise price of $1.70 and on the
      same terms and conditions of those issued to third parties in the sale of
      the 15,000,000 shares of Common Stock.

              25

              March
      23, 2007 – March
      23, 2012

              25,000

              1.70

              As
      above.

              26

              April
      3, 2007 – April 3, 2012

              500,000

              1.30

              Pursuant
      to Securities Purchase Agreements entered into between April 3, 2007
      and  May 3 2007, the Company received an aggregate of
      $15,000,000 in exchange for  the issuance of 15,000,000 shares
      of Coda Octopus Common Stock (“Common Stock”)  and Series A
      Warrants to purchase 7,500,000 shares at $1.30 and 7,500,000 at
      $1,70  - and cover the Warrants shown in items 26 through to 124
      inclusive.

        6

      Mr. David
R. Humphrey

        Securities and Exchange
Commission

        June 8, 2010

              27

              April
      3, 2007 – April 3, 2012

              500,000

              1.70

              As  per
      item 26 above.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        May 13, 2010
 Via Fax & U.S. Mail

 Mr. Jody E. Frank Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2009
File No. 000-52815

Dear Mr. Frank:
 We have reviewed your response dated April 30, 2010 and have the following
comments.  Unless otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Jody E. Frank
Coda Octopus Group, Inc. May 13, 2010 Page 2   Form 10-K for the Year Ended October 31, 2009

 Note 7 – Intangible Assets and Goodwill, page F-17

 1. Refer to our previous comment 13.  Given your intent to restate the Form 10-K for
your revised segment reporting, please tell us whether and how you have reevaluated goodwill for impairment for fiscal 2009 based on your new reporting unit structure.  If you have not reevaluated goodwill, explain why you do not consider it necessary to do so.  You should specifically address how you determined your reporting units, how your reporting units correlate to your operating and reporting segments (as defined in ASC 280), and where Colme k, Martek, Dragon Design, and Tactical
Intelligence reside in your operating and reporting segment structure as well as in your reporting unit structure for purposes of your goodwill impairment test.  Your revised disclosure proposed in your response to our previous comment 12 as well as this response should include the goodwill allocation by reporting segment.
 Note 15 – Segments, page F-24

 2. Refer to our previous comment 10 and your response to our previous comment 8.  It
appears your “Contracting” segment is actually Government/Defense contract services and product sales, and your “Products” segment is actually civilian contract services and products sales.  Please confirm to us that our understanding is correct, and revise your nomenclature accordingly.
 3. As a related matter, please provide to us in your response and revise your disclosure
here and within MD&A to present your reporting segment structure in detail.  You should specifically state where Colmek, Martek, Dragon, and Tactical Intelligence are reported, and whether you consider these entities to be separate operating segments aggregated under the criteria specified in FASB ASC 280-10.  For purposes of assessing goodwill impairment, we would expect reporting units to represent operating segments or one level below the operating segment level.
 Form 10-Q for the Quarter Ended January 31, 2010

 Financial Statements

 Note 10 – Derivative Liability, page 18

 4. In your Form 10-K for fiscal 2009, you refer to your ongoing evaluation of the impact
of FASB ASC 815-40 (“previously known as EITF 07-05”) on your financial statements.  It appears, from your disclosure, that the impact has been significant.  To facilitate our understanding of your current accounting, please tell us more about the

Mr. Jody E. Frank
Coda Octopus Group, Inc. May 13, 2010 Page 3
instruments you have recorded as a derivative liability as of November 1, 2009.  We assume that you are referring to the 32.6 million “warrants” disclosed in the tables on page F-19 of your Form 10-K.  Please confir m, or explain how our assumption is not
correct.
 5. Please tell us more about the above referenced warrants (or any other instruments
impacted by FASB ASC 815-40 if applicable).  Provide us with a schedule of the material components of these instruments.  That is, assuming that you are referring to the 32.6 million warrants, please provide us with a schedule of the individual warrant issuances by date.  For each significant issuance, describe the nature of and reason for the issuance as well as the consideration received.  Clarify whether the counterparty was an unrelated third party.  Describe the significant terms of each issuance including the duration of the warrants and the nature of their significant contractual terms.  Tell us how they were valued and accounted for at issuance and cite your basis in GAAP for your original accounting.  Then provide us with the analysis you performed on or before November 1, 2009 that caused you to conclude that your accounting should be altered.  Illustrate for us how you arrived at the value of the warrants on November 31, 2009 and also as of the most recent balance sheet date.  We may have further comments upon review of your response.
 Note 13 – Notes and Loans Payable, page 20

 6. Refer to your discussion of “New Accounting Pronouncements” in your Form 10-K
for October 31, 2009.  You state, on page F-12, that you were evaluating the impact of ASC 470-20-15 on your financial statements.  As it appears that you are now required to adopt this guidance, please tell us the outcome of your evaluation.  In addition, please describe the analysis that you performed, supplementally and in detail, in your response.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the

Mr. Jody E. Frank
Coda Octopus Group, Inc. May 13, 2010 Page 4
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    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

                April
      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, 2009 (the “Form 10-K”)

    File No.
000-52815

    Dear Mr.
Humphrey:

    This
letter is in response to the letter dated March 8, 2010 by the accounting staff
of the Securities and Exchange Commission (the “Staff”) with comments on the
responses of the Company dated February 12, 2010.  Please note that
the Company will file an amended Form 10-K to incorporate the changes requested
by the Staff as soon as the Staff clears the Company’s proposed
revisions.

    Form 10-K for the Year Ended
October 31, 2009

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

    Comparison of fiscal year
ended October 31, 2009, compared to fiscal year ended October 31, 2008, page
25

              1.

              The
      Company proposes to revise
      and amend the disclosure to read as
      follows:

    Selling, General and Administrative
Expenses (SG&A). SG&A expenses for the 2009 Period decreased to
$11,238,961 from $13,204,254 in 2008, a reduction of 14.9% which reflects
activity under the cost reduction plan that has been executed during 2009 and
hitherto in 2010. SG &A expenses for 2009 include termination payments to
former directors and
management  of  $1,039,892.

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      April 30,
2010

    2.    The
Company proposes to revise and
amend the disclosure to read as follows (please note that the Company does not
intend to disclose S G & A by business segment since the information is not
required)

    Comparison
of fiscal year ended October 31, 2009, compared to fiscal year ended October 31,
2008.

    Introduction

    Coda
Octopus Martech acquired Dragon Design in December 2008. Therefore, financial
information for Martech for the 2009 Period includes activity in Dragon. This
should be taken into account when comparing the 2009 Period with the 2008
Period.

    Revenue: Total revenues for
the 2009 Period and the 2008 Period were $13,224,435 and $16,968,992
respectively, representing a decrease of 22.1%. Contributing factors to the
decrease were the global economic downturn, a particular slowdown in the oil and
gas market globally, and the hiatus in Government business brought about by the
Presidential elections, and the particular focus on Government procurement, and
where we saw only one of our planned minimum of four sales of our
Echoscope®.

    Gross
Margins:  Margins
were weaker in the 2009 Period at 52.2% (gross profit of $6,908,474) compared to
59.1% ($10,027,635) in the 2008 Period, reflecting a different mix of sales in
our businesses (products versus project work). In particular the slowdown in the
oil and gas and Government procurement markets had a direct impact on the sales
of our Echoscope® and we realized only one of our budgeted minimum of four sales
for 2009.  These factors caused a drop in product
income.

    Whilst  our
skills businesses also to, a lesser degree, suffered from the
slowdown because the profile of these businesses is of project work running
over a period of months and years the effect of any change of growth rate is
spread over time rather than the small number of weeks between order and
delivery typical of products businesses.

    Research and Development
(R&D). R&D spending decreased from $3,525,023 in the 2008 Period
to $2,652,713 in 2009 in line with our commitment to the holder of our secured
convertible notes. However, this level of spending still allows us to devote
considerable R&D resources to bring forward product variants of our core
technology that we plan to introduce to the market over the next
months.

    Selling, General and Administrative
Expenses (SG&A). SG&A expenses for the 2009 Period decreased to
$11,238,961 from $13,204,254 in 2008, a reduction of 14.9% which reflects
activity under the cost reduction plan that has been executed during 2009 and
hitherto in 2010.  SG&A expenses for 2009 include termination
payments to former directors and management of $1,039,892.

        2

    Mr. David
R. Humphrey

    Securities and Exchange
Commission

    April 30,
2010

    Key areas
of 2009 Period expenditure include wages and salaries, where we spent $6,835,266
or 49.2% during the 2009 Period against $8,202,854 or 49.0% of our SG&A cost
during the 2008 Period; legal and professional fees, including accounting, audit
and investment banking services, where we spent $3,293,878 or 23.71% in 2009
against $1,357,114 or 8.1% of our SG&A costs in 2008 - this increase is due
to legal fees, and provisions associated with defending the two legal cases
described in Item 4 above and accounting; travel costs reduced to $476,677 or
3.3% in 2009 from $782,615 or 5.63% of SG&A in the 2008 Period, rent for our
various locations increased in 2009 to $715,910 or 5% against $701,528 or 4.2%
of SG&A in 2008; marketing reduced in the 2009 Period to $522,576 or 3.6% of
SG&A against $1,240,508 or 7.4% of SG&A in 2008, as we reduced the
number of consultants engaged in the Business.

    Operating Loss. We incurred a
loss from operations of $6,983,200  in the 2009 Period against
$6,701,642 in the 2008 Period.  This increased loss is attributable to
falling revenues, particularly in sales of products during the downturn in the
oil and gas industry and the hiatus in Government sales brought about by the
2009 Presidential election.

    Interest Expense . Interest
expense increased in the 2009 Period to $1,846,883 from the 2008 Period interest
costs which were $1,538,724. In both years we have included amortization of the
30% redemption premium for our convertible note, at a cost of $514,285 for 2009
against $348,493 for 2008.  We have accrued interest on the
convertible bond of $195,150, ahead of payment of this latter amount in
February 2010.

    Dividends and Other Stock
Charges. In the 2009 Period, dividends were due only on outstanding
Series A Preferred stock, and totaled $47,382 for the year, versus $129,568
in 2008.

    Business
Segments

    The
Company operates in two business segments, Contracting and
Products.

    The table
below summarizes sales by business segment for each of the periods
indicated:

              For
      the Year Ended October 31,

              2009

              2008

              Contracting

            $
            8,355,041

            $
            7,699,801

              Product

            4,869,394

            9,269,121

              Total

            $
            13,224,435

            $
            16,968,922

    Contracting
Segment

    The
Company’s contracting segment operates mostly in the defense sector selling to
government agencies and government prime contractors various services that
assist them in the design and manufacture of a range of devices and components.
The segment consists of Coda Octopus Colmek and Coda Octopus Martech (including
the acquired Dragon Design) and Coda Octopus Tactical Intelligence

        3

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      April 30,
2010

    Contracting
segment Selected Financial Data

              For
      the Year Ended October 31,

              2009

              2008

              Sales

            $
            8,355,041

            $
            7,699,801

              Operating
      Profit (loss)

            $
            (2,084,664
            )

            $
            (1,700,411
            )

              Depreciation
      and amortization

            $
            311,246

            $
            272,966

              Operating
      profit (loss) as a % of sales

            (25.0
            )%

            (22.1
            )%

    2009 compared to
2008

    The
year-over-year increase in sales during 2009 is principally attributed to
improvements in both businesses and the acquisition of Dragon Design part way
through the year.

    The
operating loss in the Company’s Contracting segment was $2,084,664 in 2009
versus an operating loss of $1,700,411 in 2008. The increase in the loss from
operations was due to a number of factors including the lower profitability of
the business acquired from Dragon Design.

    Products
Segment

    The
Company’s Products segment manufactures and distributes a range of devices aimed
at assisting surveyors to understand the sub-sea environment to customers in the
oil and gas industry and others. The segment consists of Coda Octopus Products
Limited and Coda Octopus Products Inc.

    Product
Segment Selected Financial Data

              For
      the Year Ended October 31,

              2009

              2008

              Sales

            $
            4,869,394

            $
            9,269,121

              Operating
      Profit (loss)

            $
            1,676,804

            $
            2,266,490

              Depreciation
      and amortization

            $
            98,677

            $
            76,216

              Operating
      profit (loss) as a % of sales

            34.4
            %

            24.5
            %

    2009 compared to
2008

    The year-
over -year drop in sales during 2009 is principally attributed to the general
market slowdown and the slowdown in the oil and gas market in particular where
the unprecedented drop in the oil price made a significant number of off-shore
oil wells commercially unviable, and that in turn produced a slowdown in
exploration and exploitation

    The
operating profit in the Company’s Products segment was $1,676,804 in 2009 versus
an operating profit of $ 2,266,490 in 2008. The decrease in the profit from
operations was due to the reduction in demand described above.

        4

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      April 30,
2010

              3.

                See
      the Company’s response
      to comment
2.

    Note 7-Intangible Assets and
Goodwill, page F-17

              4.

              Comparisons of
      forecasted assumptions to actual results for
  2008

    (a) The
Company advises the Staff that the following significant assumptions were used
in connection with testing goodwill for impairment as of October 31,
2008:

    The
goodwill impairment testing was performed at the reporting unit level. The
Company compared the fair value of the reporting units with the carrying
value to determine whether there was any impairment in goodwill.

    The fair
value of the reporting unit was based on the average of the future cash
flows and the industry multiple valuation. For the
purpose of determining cash flows, the Company extracted projected revenues,
cost of sales, operating expenses, capital expenditure and depreciation numbers
from the internal management budget for the next five years. The internal
management budget for the first of the five years relevant to the goodwill
impairment testing was developed by individual company managers based on known
firm commitments, estimated sales for existing customers as driven by historical
trends and economic factors.  The Company also produces an estimate
for unexpected new business based on trends of similar types in previous years
and as dictated by economic trends. There is an overlay on these projected sales
for new products being produced. These numbers are rolled up at the group level
and validated by group management for items such as economic performance and
business factors.  With respect to costs, the Company conducts a
review to determine the organizational and resource requirements needed to
sustain sales projections. Numbers at the granular level are rolled up for the
overall company and validated based on economic performance and business
factors. The values for the ensuing four years relevant to the goodwill
impairment testing are projected as dictated by historical trends in regard to
business performance and projections in regard to the economic
forecast.

    For
Colmek, the 2009 projections were; revenues of $5 million, gross profit of $2
million and net income of $212,000. Net income is projected to increase by 9%
year on year in each of the succeeding 4 years.

    For
Martech, the 2009 projections were; revenues of $3 million, gross profit of $1.4
million and gross profit of $370k. Net income is projected to increase by 7.5%
in 2010 and then by 9% year on year in each of the succeeding 3
years.

    Operating
results were adjusted for taxation at the effective tax rate of 25%. The cash
flows were adjusted for depreciation, capital expenditure and increase in
working capital. Cash flows were discounted at a rate of 28%. The residual value
calculation which was a factor in the determination of future cash flows was
calculated based on net income in the final year of the five year period
considered in the calculation and projected to the following year at a long term
growth rate of 5%. The long term growth rate represents the growth rate in the
last year of the five year period relevant to the calculation. The residual cash
flows were also adjusted for depreciation, capital expenditure and increases in
working capital.

        5

      Mr. David
R. Humphrey

      Securities and Exchange
Commission

      April 30,
2010

    (b) The
Company engaged the services of an independent consultant to perform the
goodwill impairment testing. The following significant assumptions were used in
connection with testing goodwill for impairment as of October 31,
2009:

    The
goodwill impairment testing was performed at the reporting unit level. The
Company compared the fair value of the reporting units with the carrying value
to determine whether there was any impairment in goodwill. The fair value of the
reporting unit was based on the average of the future cash flows and the
industry multiple valuation. For the
purpose of determining cash flows, the Company  extracted projected
revenues, cost of sales, operating expenses, capital expenditure and
depreciation numbers from the internal management budget for the next five
years. The internal management budget for the first of the five years relevant
to the goodwill impairment testing was developed by individual company managers
based on known firm commitments, estimated sales for existing customers as
driven by historical trends and economic factors. The Company also produces an
estimate for unexpected new business based on trends of similar types in
previous years and as dictated by economic trends. There is an overlay on these
projected sales for new products being produced. These numbers are rolled up at
the group level and validated by group management for items such as economic
performance and business factors. With respect to costs, the Company conducts
a  review to determine the organizational and resource requirements
needed to sustain sales projections. Numbers at the granular level are rolled up
for the overall company and validated based on economic performance and business
factors. The values for the ensuing four years relevant to the goodwill
impairment testing are projected as dictated by historical trends in regard to
business performance and projections in regard to the economic
forecast.

    For
Colmek, the 2010 projections are; revenues of $7.2 million, gross profit of $3.7
million and net income of $1.6 million. Net income is projected to increase by
8.3% year on year in each of the succeeding 4 years.

    For
Martech the 2010 projections are; revenues of $3.6 million, gross profit of $1.3
million an

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        March 8, 2010
 Via Fax & U.S. Mail

 Mr. Jody E. Frank Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2008  Form 10-K for the year ended October 31, 2009
File No. 000-52815

Dear Mr. Frank:
 We have reviewed your response dated February 12, 2010 and have the following
comments.  Unless otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Jody E. Frank
Coda Octopus Group, Inc. March 8, 2010 Page 2   Form 10-K for the Year Ended October 31, 2009

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

 Comparison of fiscal year ended October 31, 2009, compared to fiscal year ended
October 31, 2008, page 25
1. We note you have included a calculation of SG&A that excludes certain termination
payments.  Please note that this presentation represents a non-GAAP financial measure and is therefore subject to the disclosure requirements of Item 10(e) of Regulation S-X.  Please either revise your disclosure to present all disclosure required, including a reconciliation to the most comparable GAAP measure as well as a discussion which clearly supports the measure’s usefulness, or review your disclosure to exclude such measure.  Please note that we will not object if you simply elect to quantify the amount of “one-time” charges that have been included in SG&A for the period.
 2. Please revise your discussion of SG&A to address it on both a consolidated and
segment by segment basis.  Further, your tabular and narrative presentation should be revised for consistency.  You currently present only Corporate SG&A in the table, but your narrative is based on consolidated results.
 3. Given the differing profitability of your two segments (page F-24), please expand
your MD&A discussion to also include a comparative discussion of the operating results of each of your segments.  This discussion should follow your discussion of consolidated operating results..
 Note 7 – Intangible Assets and Goodwill, page F-17

 4. We note your conclusion that your goodwill is not impaired as of October 31, 2009.
However, given the accelerating rate of losses you are incurring both on a segment and consolidated basis, your disclosure does not appear to support such a conclusion.  After considering our comments with regard to “segments” and “reporting units” below, please provide us with the significant assumptions used in your goodwill impairment tests as of October 31, 2009 and 2008.  Further, with regard to your 2008 assumptions, please provide us with a comparison of forecasted assumptions to actual results.  If your results did not meet or exceed your forecasted assumptions, please tell us how your 2008 assessment would have been impacted had actual results been used in your 2008 impairment test.  That is, please tell us whether an impairment charge would have been recognized, and quantify such charge.  Further, please tell us

Mr. Jody E. Frank
Coda Octopus Group, Inc. March 8, 2010 Page 3
how the forecast to actual comparison for 2008 affected the forecasts used in your 2009 impairment analysis.

5. Further, should you be able to support your goodwill balance, your disclosure should
be significant revised to include the following:
• Percentage by which fair value exceeded carrying value as of the date of the most
recent test;
• More detailed description of the methods and key assumptions used and how the
key assumptions were determined;
• Discussion of the degree of uncertainty associated with the key assumptions.
• The discussion regarding uncertainty should provide specifics to the extent
possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and
• Description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions (e.g. market-derived rate of return).
      Please provide to us in your response a draft of such disclosure.  6. Refer to your response to our previous comment 2.  You state that your market
capitalization was $4.5 million on July 31, 2009 and $1.5 million on October 15, 2009.  This information does not appear to be consistent with the information on the cover of your Form 10-K for fiscal 2009.  Specifically, the cover of your document states that the market value of common equity held by non-affiliates was $320,000 on April 30, 2009.  In addition, the table on page 18 of your fiscal 2009 Form 10-K indicates that the price of your shares fell consistently throughout the fiscal year.  Please revise or advise, as appropriate.
 Note 15 – Segments, page F-24

 7. Refer to our previous comment 1.  Please provide to us a detailed explanation of how
expenses are allocated to “corporate” SG&A by individual line item as contained in your response.  Your explanation should incl ude a tabular presentation of individuals,
by name and title, who are assigned to “corporate” with their corresponding payroll and stock compensation expense.  Please also include a detailed discussion of items comprising “professional fees” and support for allocation only to “corporate.”  We may have further comment on your response.
 8. Please revise your tabular presentation to include a “Total” column that corresponds
to the line item as presented on the face of your financial statements.  Include your revised disclosure with your response.
 9. We note the resignations of Mr. Lewis and Mr. Lugston in December 2009.  We also
note that each of these individuals are to enter into service agreements with the

Mr. Jody E. Frank
Coda Octopus Group, Inc. March 8, 2010 Page 4
company.   In your response, please quantify the compensation earned by each individual as an officer of the company and also quantify the compensation to be earned by each individual under the service agreements.  Also tell us whether and how the income statement classification of their compensation will change.  That is, if the charges were originally classified as “Payroll,” please tell us whether they will be reclassified to “Professional Fees” in the future.  Finally, please tell us whether and how the allocation of their compensation to each segment and/or to corporate will change as a result of the service agreements.
 10. We have reviewed the disclosures throughout your Form 10-K for fiscal 2009 and in
your written responses, including response 3 of your letter dated February 12, 2010.  In view of the apparent inconsistencies in your explanations and disclosures, we continue to have questions regarding the adequacy of your segment disclosures and your ability to appropriately identify your reporting units.  As a result, we are not persuaded that you have appropriately evaluated the recoverability of goodwill.
 11. For example, your response to our prior comment 3 represents that you have
reorganized into two geographic segments and that, as a result, the fair value of goodwill allocated to Colmek and to Martech was separately appraised as these entities were included in separate reporting segments.  However, the segment disclosures presented in Note 15 to your financial statements continue to present segment disclosures on the basis of contractor operations and product sales.  In other words, your segment disclosure has not changed significantly in format from your presentation in prior years.  Your attention is invited to FASB ASC 280-10-50 (and to paragraph 28 thereunder) for guidance.  Your operating segments for reporting purposes should be based upon operating results regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and to assess its performance.  If you have reorganized the company into two geographic segments for this purpose, as you represent in response 3, the segment disclosures should be similarly reorganized.  Please revise or advise.  In addition, to facilitate our understanding, please provide us with a copy of the reports and data reviewed by the CODM to make the above described decisions both for the month (or reporting period) immediately prior to the reorganization and for months (or reporting periods) subsequent to the reorganization.  We may have further comments upon review of these reports.
 12. As a related matter, if the format of the current segment disclosures is correct, it
appears that the allocations between segments have been restated for fiscal 2008.  Appropriate disclosures should be provi ded pursuant to FASB ASC 280-10-50-34 to
36.
 13. Refer to your discussion of critical accounting policies on page 23.  You state that
you have one reporting unit for assessing goodwill.  Refer to response 3 of your letter

Mr. Jody E. Frank
Coda Octopus Group, Inc. March 8, 2010 Page 5
dated February 12, 2010.  You state that you evaluate the fair value of goodwill both by segment and by reporting unit.  You refer to Colmek and Martech as separate segments.  We note that goodwill also arose as the result of the acquisitions of Dragon Design and of Tactical Intelligence.  After you have determined your segments, please explain how you have determined your “reporting units” for purposes of goodwill assessment if applicable.  It appears to us that Dragon Design may have been merged into Martech.  If so, please clearly state this fact in your disclosures.  Address the treatment of Tactical Intelligence as well.  Please revise or advise as appropriate.  We may have further comments upon review of your response.
 Exhibit 31

 14. Please file an amended Form 10-K to include a properly signed certification under
Exhibit 31.  Specifically, although you have included the signature, you have not included the capacity in which the individual is signing the document.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Jody E. Frank
Coda Octopus Group, Inc. March 8, 2010 Page 6   You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    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.)

        3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        January 14, 2010
 Via Fax & U.S. Mail

 Mr. Jody E. Frank Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2008
File No. 000-52815

Dear Mr. Frank:
 We have reviewed your response dated December 14, 2009 and have the
following comments.  Unless otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Jody E. Frank
Coda Octopus Group, Inc. January 14, 2010 Page 2  Form 10-K for the Year Ended October 31, 2008

1. Refer to our previous comment 7.  It appears a significant portion of the SG&A
allocated to “Corporate” relates to compensation expense, specifically to payroll and stock-based compensation.  To facilitate our understanding of your response and to support your conclusion that these costs relate only to corporate functions and are not allocable to your reporting segments, please reconcile the payroll and stock compensation balances for fiscal 2008 with the Summary Compensation Table presented in Item 11 of your Form 10-K/A for the year ended October 31, 2008.  Further, please provide to us a table similar to the table provided in response to our previous comment 7 by segment.  The table should present all the categories presented in the current table by reporting segment, including “Corporate.”
 Form 10-Q for the Quarterly Period Ended July 31, 2009

 2. We note that your Form 10-Q for July 31, 2009 was filed on October 15, 2009.
Please indicate your approximate market capitalization as of each of these dates.  As a related matter, please confirm that you continue to be traded on the OTCBB.  Alternatively, please describe any changes in your circumstances, including the date(s) of the changes and the reasons why the changes occurred.  Please indicate the date and location of any related disclosures you filed, or explain the reasons why no disclosures were considered necessary.
 3. Please tell us the status of the reorganization program you discuss in your Form 10-Q
for the quarter ended July 31, 2009.  Please tell us how the reorganization into two geographic segments is expected to impact your assessment of goodwill.  That is, it appears that Martech and Colmek will be included in separate segments and reporting units.  Please advise.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

Mr. Jody E. Frank
Coda Octopus Group, Inc. January 14, 2010 Page 3

‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    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

    December
14, 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 October 29, 2009 by the accounting staff of the Securities and
Exchange Commission (the “Staff”).  That letter contained comments on
the responses of the Company dated October 19, 2009 to earlier Staff
comments.

    1.     In
February 2009, the Company embarked on a cost reduction program that is expected
to yield annualized savings as of October 31, 2009, as follows:

                                    Reduction
      in Research and Development:

                                  $

                                    0.322 mln.

                                    Reductions
      in other SG&A costs

                                  $

                                    3,062 mln.

                                    Total
      SG&A

                                  $

                                    3,383 mln.

                                    (slightly
      above the figure set forth the Form 10K)

                                      Additional
      Reductions:

                                    Reductions
      in Capital Expenditure

                                  $

                                    0.179 mln.

    Based
upon the internal management reports for the year ended October 31,
2009, the Company believes that the following cost reductions against budget
were achieved during each of the quarters:

    Mr. David
R. Humphrey

    Securities and Exchange
Commission

    December
14, 2009

                        Quarter
      Ended January 31, 2009

                      $
                      237,000,

                        Quarter
      Ended April 30, 2009

                      $
                      419,000

                        Quarter
      Ended July 31, 2009

                      $
                      750,000

                        Quarter
      Ended October 31, 2009

                      $
                      707,000

                        Total
      of cost saving against budget

                        during
      the year ended October 31, 2009

                      $
                      2,113,000

              The Company undertakes to expand its discussion on the
cost reduction program and its results in future
filings.

    2.      The
Company has taken note of the Staff’s comments and undertakes to rectify this
disclosure in future filings.  The Company advises the Staff that it
evaluates the impairment of Goodwill separately for each reporting
segment.

    3.      The
Company advises the Staff that its policy is to test its goodwill balances for
impairment on an annual basis, in the fourth quarter of each year, or more
frequently if events or changes in circumstances indicate that the asset might
be impaired.

    As
disclosed in the Company’s prior filings, the goodwill assets arose solely from
the acquisition of two wholly owned subsidiaries that comprise the Company’s
professional services reporting units- Martech and Colmek. In
evaluating whether the events or circumstances had changed during the quarter
ended July 31, 2009 to the extent that it may indicate impairment of the
goodwill asset requiring a test for impairment, the Company considered the
following :

                ·

                  The
      Company performed its annual impairment test according to the
      pronouncements in ASC 350 “ Intangibles – goodwill and other” for FYE
      October 31,
      2008 by an
      experienced consultant. During the quarter ended July 31, 2009, it
      reviewed the assumptions used in the annual impairment test. The Company
      compared the results of the annual impairment test to its current
      operations and noted no material changes in the assumptions used that
      require
      the Company
      to perform further testing for
  impairment.

              ·

              Management
      noted that the shares of similar entities operating in the sectors
      serviced by Martech and Colmek traded at approximating 1 to 1.2 times
      annual recurring sales. Management believes that based on these
      informal metrics the fair value of the individual reporting units exceeds
      the current carrying value of
goodwill.

              ·

              There
      has been no change in the day to day operations of Martech and
      Colmek

              ·

              There
      has been no change in the regulatory or legal environment the could have
      an negative impact on the Martech or Colmek’
  operations.

              ·

              As
      of the date the quarterly report of SEC Form 10Q as filed, Colmek and
      Martech had secured contracts for future services (i.e, “backlog”) of
      approximately   $ 1,596,000 and
      $   715,000  respectively.

              ·

              Both
      Colmek and Martech project operating income and cash flows for the next 12
      months.

        2

    Mr. David
R. Humphrey

    Securities and Exchange
Commission

    December
14, 2009

              ·

              The
      Company has no current plans to dispose of the Martech or Colmek
      at  prices below their respective carrying
    values.

    Accordingly,
based upon the above observations and facts, the Company does not believe that
events or changes in circumstances indicate that the asset might be impaired as
of July 31, 2009

    Note 8 Capital
Stock

    Series
A  Preferred Stock, page F-17

    4.      The
original transaction was concluded in GBP at a price of £32,000.  The
fixed exchange rate at which the Preferred Stock was issued is $1.77 to GPB
1.00.  This is equivalent to 320 Series A Preferred Stock (GBP 100.00
each).  320 units of Series A Preferred Stock were issued in exchange
for consultancy services provided by a consultant to the Company.

    Note 15 Segment Information,
page F-25

    5.      The
Company has taken note of the Staff’s comment and it undertakes in future
filings to include in the Segment Information disclosure the “Total” column that
ties directly to the face of the consolidated financial statements.

    6.      The
“gross profit” figure remained in the Corporate column in error after the
Company had reclassified the revenue in accordance with previous comment number
14 in the Staff’s letter dated September 9, 2009. The Company undertakes to
correct the error in future filings.

    The table
below details the breakdown of Corporate SG&A for the year and the latest
interim date.

                    FY2009
      to July

                    FY
      2008 to October

                  $

                  $

                    Rent
      & Utlilities

                  160,744

                  156,560

                    Office
      Expenses

                  150,954

                  332,611

                    Payroll

                  1,377,743

                  2,055,700

                    Insurance

                  194,580

                  106,226

                    Professional
      Fees

                  667,961

                  1,578,088

                    Forex

                  38,765

                  642,935

                    Marketing

                  279,909

                  824,593

                    Amortization

                  -

                  198,186

                    Stock
      Compensation

                  300,369

                  939,286

                    Travel
      Expenses

                  134,506

                  364,870

                    Sale
      of Asset

                  1,080

                  3,810

                  $
                  3,306,610

                  $
                  7,202,865

        3

    Mr. David
R. Humphrey

    Securities and Exchange
Commission

    December
14, 2009

    All of
the above costs, excluding amortization and sale of assets, were incurred either by (up to 10)
corporate staff at our New York headquarters, European Headquarters, or our
Washington Government Relations office. None were incurred at any operational
unit or in direct support of any single operational unit. Principal functions
were, CEO, CFO & Corporate Finance, Government Relations, Investor
Relations, Human Resource, & Market Development.

    Please
note that the Jody Frank is no longer with the Company.  Therefore,
kindly address future correspondence to Geoffrey Turner.

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        October 29, 2009
 Via Fax & U.S. Mail

 Mr. Jody E. Frank Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2008
File No. 000-52815

Dear Mr. Frank:
 We have reviewed your response dated October 19, 2009 and have the following
comments.  Unless otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Jody E. Frank
Coda Octopus Group, Inc. October 29, 2009 Page 2  Form 10-K for the Year Ended October 31, 2008

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 1. On an ongoing basis, please expand your discussion of your cost cutting program to
more clearly describe exactly how and when you anticipate the reduction of expenditures by $3.35 million per year.  Identify the individual components of your plan, and describe in more concrete terms the extent to which expected cost savings have been achieved on a quarterly basis.
 Consolidated Statements of Operations

 Note 1 – Summary of Significant Accounting Policies

 Intangible Assets, page F-9

 2. Refer to our previous comment 8.  Please reconcile the discrepancy between your
disclosure on page 22 that you evaluate goodwill and intangible assets for impairment based on one reporting unit with the presentation of two operating segments in your Note 15.  Your attention is drawn to the definition of a reporting unit as an operating segment or one level below an operating segment (also known as a component) in the glossary of section 350-20 of the ASC.
 3. We note the significance of the operating losses and net losses incurred by the
company in fiscal 2007, 2008 and during the six month interim period ended July 31, 2009.  Revenues and gross profit margin have fallen during the six month interim period as well.  You continue to use cash in your operating activities, you have a working capital deficiency and your stock price and market capitalization continue to decline.  As of July 31, 2009 you have a stockholders’ deficiency in the amount of $2.7 million and a balance of goodwill and other intangibles in the amount of $4.3 million.  You have been forced to enter into a “Cash Control Framework Agreement” as a result of failure to comply with certain covenants related to your convertible debentures.  You are in the process of evaluating your assets and business with the goal of restructuring your balance sheet.  We assume that, as a result of these developments, you have reassessed the recoverability of your goodwill balance as of July 31, 2009.  Please tell us the results of this reassessment or provide support for your apparent conclusion that no events or circumstances have occurred that would more likely than not indicate potential impairment.  Finally, we have reviewed your response to our prior comment 9 and we are not persuaded from the explanation provided that you have appropriately assigned goodwill to reporting units and/or that the estimates, assumptions and projections utilized by management are supportable in the circumstances.  Please expand your explanation of your goodwill impairment

Mr. Jody E. Frank
Coda Octopus Group, Inc. October 29, 2009 Page 3
analysis to further address these matters.  The fact that Martech and Colmek are “either generating cash flow from operations or net income from operations” is not sufficient support for your conclusion.
 Note 8 – Capital Stock

 Series A Preferred Stock, page F-17

 4. Refer to our previous comment 11.  Please tell us the method you used in calculating
the value of $56,640.  Further, please tell us how you recorded the conversion and the subsequent remission of such shares to you.  In this regard, explain how the “services provided by the company” were recorded and taken into account in this valuation.
 Note 15 – Segment Information, page F-25

 5. We note that you have revised your segment disclosure in your Form 10-Q for the
quarterly period ended July 31, 2009 in response to our previous comment 13.  Please further revise your tabular presentation to include a “Total” column that ties directly to the face of the consolidated financial statements.
 6. Please explain the derivation and composition of corporate “gross profit” if there are
no corporate revenues.
 7. Refer to our previous comment 14. Please provide us a table detailing each material
component of Corporate SG&A for the year and latest interim date.  Further, please describe to us the nature of each item and  support its inclusion in “Corporate” as opposed to one of your operating segments.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

Mr. Jody E. Frank
Coda Octopus Group, Inc. October 29, 2009 Page 4

‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        September 9, 2009
 Via Fax & U.S. Mail

 Mr. Jody E. Frank Chief Financial Officer Coda Octopus Group, Inc. 164 West, 25th Street, 6th Floor New York, New York 10001
Re: Coda Octopus Group, Inc.
 Form 10-K for the year ended October 31, 2008
File No. 000-52815

Dear Mr. Frank:
 We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Mr. Jody E. Frank
Coda Octopus Group, Inc. September 9, 2009 Page 2  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. We note that you have presented non-GAAP measures as defined in Item 10(e) of
Regulation S-K in the course of your discussion of several income statement line items.  For example, you have presented Selling, General, and Administrative expenses exclusive of non-cash and currency translation effects and Operating loss exclusive of non-cash and non-recurring charges.   Similar adjustments have been made in your presentation of Interest expense.    The use of non-GAAP measures must comply with the disclosure requirements of Regulation G and with Item 10 of Regulation S-K.  Selling, General and Administrative Expenses, Interest Expense and Operating Loss are clearly defined GAAP m easures.  The presentation and discussion
of an adjusted version of these GAAP measures is prohibited under Item 10 of Regulation S-K because the titles or descriptions are the same as, or confusingly similar to, titles and descriptions used for GAAP measures.  Further, your comparative discussion of operating results should address the actual GAAP measures that are presented in your financial statements.  Please remove these measures and other related non-GAAP measures in both your annual and quarterly filings.  Please note we do not object to your discussion of the impact such non-cash, currency translation, and non-recurring charges have on these income statement line items on a numerical or percentage basis; however, the presentation of the calculated measure is not appropriate.
 2. As a related matter, please omit the EBITDA presentations from the MD&A
discussions in your interim filings as well.  You have not presented the reconciliations, accompanying disclosures and discussions and/or the justifications for the non-GAAP presentations required by Item 10(e) of Regulation S-K.
 Liquidity and Capital Resources, page 24

 3. We note your discussion here of the $12 million debt raised, the expectation of an
improved sales pipeline, and your acknowledgment of the need for and difficulty in obtaining additional capital.  Given your net loss, working capital deficit, and negative operating cash flow, a more in-depth discussion of your current state of liquidity is appropriate.  Additional detail should be provided to show that over the next twelve months, management is confident that sufficient working capital can be

Mr. Jody E. Frank
Coda Octopus Group, Inc. September 9, 2009 Page 3
been obtained. Please provide additional detail including but not limited to the following:   • Prominent disclosures of your financial difficulties and viable plans to overcome
these difficulties.
 • Disclosures of any known demand, commitments or uncertainties that will result
in your liquidity increasing or decreasing in any material way.
 • Detailed cash flow discussions for the twelve month period following the date of
the latest balance sheet presented.
 • A reasonably detailed discussion of your ability or inability to generate
sufficient cash to support operations.
  • Management’s plans (including relevant prospective financial information)
Please see SEC Codification of Financial Reporting Policies Section 607.02, Uncertainty about an Entity’s Continued Existence.
  Financial Statements

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

 4. Given your net loss, working capital deficit, and negative operating cash flow, please
tells us how your auditor determined a “going concern”  explanatory paragraph was not  required in the audit report.
 Consolidated Statements of Operations

 5. Please revise your income statement presentation to show net sales and cost of sales
for products and  contracting activities separately.  Refer to the guidance in Rule 5-03(b)(1) and (2) of Regulation S-X.
 6. Reference is made to the consolidated statements of operations presented on page 2 of
your Form 10-Q for the quarter ended Apr il 30, 2009.  Please explain the exact nature
of the debt modification costs recorded as an operating expense in fiscal 2009.
  Notes to Consolidated Financial Statements

 Note 1 – Summary of Significant Accounting Policies

 Intangible Assets, page F-9

7. Please  expand this disclosure in future filings, if true, to specifically state that
goodwill is not amortized, but instead is tested for impairment annually or more often if circumstances indicate impairment may exist.   If this is not your current accounting policy for goodwill, please advise.

Mr. Jody E. Frank
Coda Octopus Group, Inc. September 9, 2009 Page 4   8. Please identify for us, and disclose in future filings, your reporting units.  In your
written response, please also provide us with a schedule of the reporting units to which goodwill has been assigned and quantify the assigned balance of each unit as of October 31, 2008 and April 30, 2009.  In this regard, we assume from the disclosures on page F-9 that Coda Octopus Martech Ltd and Coda Octopus Colmek, Inc. are two separate reporting units and that they contain substantially all of the goodwill balance.  Please advise.
 Note 7 – Intangible Assets and Goodwill, page F-15

 9. Please provide us with a brief summary of your goodwill impairment analysis as of
October 31, 2008.  Please also tell us what consideration was given to performing an interim impairment analysis given your results for the three and six months ended June 30, 2009.
 Note 8 – Capital Stock

 Series A Preferred Stock, page F-17

 10. You state that the Series A preferred stock has a dividend rate of 12% per year.
Generally the dividend preference is expressed as a percentage of the par value.  However, as the par value of these shares is $.001, please further explain how dividends are calculated.  This information should also be disclosed in future filings.  As a related matter, if a liquidation preference exists that is in excess of par, this preference should be disclosed parenthetically on the face of the balance sheet.
 11. Please clarify the disclosure “[d]uring the year ended October 31, 2008, 120 shares of
Series A preferred stock were converted into common stock, which was foregone in lieu of payment for services provided by the company.”  Please tell us how your common stock was valued, and how the two transactions were treated in your financial statements.
 12. You appear to be combining your disclosures of share-based payment awards with
your disclosures of warrants that have been issued to investors in combination with other securities.  If our understanding is correct, please provide a separate schedule for the share-based payment awards in future filings, as contemplated by FASB Accounting Standards Codification 505-50-50-1.

Mr. Jody E. Frank
Coda Octopus Group, Inc. September 9, 2009 Page 5  Note 15 – Segment Information, page F-25

 13. Please revise your disclosure for compliance with FASB Accounting Standards
Codification 280-10-50-20.  Specifically, all re quired disclosures should be presented
for each period an income statement is presented.  Comparative disclosures are required in your interim filings as well.
 14. Your attention is invited to FASB A ccounting Standards Codification 280-10-50-29
with respect to the disclosure requirements applicable to segment profit or loss and segment assets.  You state that your reportable business segments are “contracting” and “products.”  However, very significant amounts of revenues and expenses are allocated to corporate headquarters.  Item (b) of paragraph 29 requires that the nature of any differences between the measurements of the reportable segments’ profits or losses and the company’s consolidated income before income taxes be disclosed, if not apparent from the reconciliation.  These differences may include accounting policies and/or policies for allocation of centrally incurred costs that are necessary for an understanding of the reported segment information.  Items (c) (d) and (e) of paragraph 29 should also be complied with to the extent applicable.  Specifically, we would expect you to identify and explain th e nature of any individually significant
amounts included in the “corporate” column.  Please provide us with this information as of October 31, 2008 and April 30, 2009 in a detailed written response and provide appropriate disclosures in future filings.  We may have additional comments upon review of your response.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated

Mr. Jody E. Frank
Coda Octopus Group, Inc. September 9, 2009 Page 6
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Amy Geddes at 202-551-3303 or Margery Reich at 202-551-3347 if you have questions regarding comments on the financial statements and related matters.  Please contact me at 202-551-3211 with any other questions.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    CODA
      OCTOPUS GROUP, INC.

    164
      West 25th
      Street

    New
      York, New York 10001

    September
      7, 2007

    VIA
      FACSIMILE (202-772-9202) AND EDGAR

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      H. Yuna Peng, Esq.

            Re:

              Coda
                Octopus Group, Inc.

    Registration
      Statement on Form SB-2

    File
      No. 333-143144

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended (the “Act”), Coda Octopus Group, Inc. (the “Company”)
      respectfully requests that the effective date of the registration statement
      referred to above be accelerated so that it will become effective at 4.00 p.m.,
      Eastern Time, on Monday, September 10, 2007, or as soon thereafter as
      possible.

    We
      hereby
      acknowledge the following:

          ·

            that
              should the Commission or the staff, acting pursuant to delegated
              authority, declare the filing effective, it does not foreclose the
              Commission from taking any action with respect to the
              filing;

          ·

            the
              action of the Commission or the staff, acting pursuant to delegated
              authority, in declaring the filing effective, does not relieve the
              Company
              from its full responsibility for the adequacy and accuracy of the
              disclosure in the filing; and

          ·

            the
              Company may not assert staff comments and the declaration of effectiveness
              as a defense in any proceeding initiated by the Commission or any person
              under the federal securities laws of the United States.

              CODA
                OCTOPUS GROUP, INC.

              By:
                /s/
                Jason
                Reid

              Name:
                Jason Reid

              Title:
                President and Chief Executive
                Officer

Mail Stop 3561

September 6, 2007

Via U.S. Mail

Jason Reid
President and Chief Executive Officer
Coda Octopus Group, Inc.
164 West, 25th Street, 6th Floor
New York 10001

Re:  Coda Octopus Group, Inc.
 Amendment No. 3 to Registrati on Statement on Form SB-2
 Filed September 4, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your responses to the comments in our letter dated August 29,
2007 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing.

Liquidity and Capital Resources

1. We note your response to our prior comment  1 and revised disclosure on pages 16
and 23.  Please clarify what you mean by “if fully funded.”  Further, please briefly
describe the technical enhancements you are required to make to the existing
system and provide an estimate of the cost of the enhancements.

Part II

Item 26. Recent Sales of Unregistered Securities, page II-1

2. We note that all securities were issued in  reliance on Section 4(2).  We reissue our
prior comment 2, in part.  Please disclo se the facts relied upon to make the
exemption available.  Specifically, please re present, if true, th at all investors had
access to company information.

* * * * *

Jason Reid
Coda Octopus Group, Inc.
September 6, 2007 Page 2

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Kristin Shi fflett at (202) 551-3381 or David Humphrey at (202)
551-3211 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact H. Yuna Peng at (202) 551-3391 or Max Webb at (202)
551-3750 with any other questions.

Regards,

Max A. Webb
       A s s i s t a n t  D i r e c t o r

cc: Marc J. Ross, Esq.
 Fax: (212) 930-9725

Mail Stop 3561

August 29, 2007

Via U.S. Mail

Jason Reid
President and Chief Executive Officer
Coda Octopus Group, Inc.
164 West, 25th Street, 6th Floor
New York 10001

Re:  Coda Octopus Group, Inc.
 Amendment No. 2 to Registrati on Statement on Form SB-2
 Filed August 17, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your responses to the comments in our letter dated August 8,
2007 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing.

General

1. We note your response to our prior comment  number 3 and revised disclosure on
pages 16 and 23.  Please file your contract with the Department of Defense as an
exhibit to your registration statement and describe its material terms in your
prospectus.  See Item 601(b)(10) of Re gulation S-B.  Your  description should
include the circumstances under which the “additional options” will be fully funded
such that you would deliver 7 additional systems.  Alternatively, tell us why you
believe that filing the co ntract and describing its terms is not required.

Part II

Item 26. Recent Sales of Unregistered Securities, page II-1

2. We note your disclosure in the final paragr aph of this Item that you relied on the
exemption from registration provided by S ection 4(2) of the Securities Act of 1933
in connection with each of th e securities issuances listed.  For each issuance, please

Jason Reid
Coda Octopus Group, Inc.
August 29, 2007 Page 2

disclose additional details about the purchasers and other aspects of the transaction
tending to support your re liance on Section 4(2).

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Kristin Shi fflett at (202) 551-3381 or David Humphrey at (202)
551-3211 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact H. Yuna Peng at (202) 551-3391 or Max Webb at (202)
551-3750 with any other questions.

Regards,

Max A. Webb
       A s s i s t a n t  D i r e c t o r

cc: Marc J. Ross, Esq.
 Fax: (212) 930-9725

Mail Stop 3561

August 8, 2007

Via U.S. Mail

Jason Reid
President and Chief Executive Officer
Coda Octopus Group, Inc.
164 West, 25th Street, 6th Floor
New York 10001

Re:  Coda Octopus Group, Inc.
 Amendment No. 1 to Registrati on Statement on Form SB-2
 Filed July 25, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your responses to the comments in our letter dated June 18,
2007 and have the following additional comments .  Please note that all page references
below correspond to the marked version of your filing.

Outside Back Cover Page of Prospectus
1. We reissue prior comment 2.  Please note th at the delivery obligation applies to all
dealers, whether or not participating in this  offering.  And this is in addition to the
dealers’ obligation to deliver a prospectus  when acting as underwriters.   Please
include the dealer prospectus delivery obligation language required by Item 502(b)
of Regulation S-B.

Prospectus Summary, page 1
2. In response to our prior comment 5, you state that you believe you have the first
mover advantage in 3-D sonar markets ba sed on, among other things, extensive and
successful testing in this area that date back almost two decades as well as broad
customer acceptance.  We note, however , that your company was formed in 1994
and the disclosure on page 19 states that 3- D sonar is “currently in the early stages
of adoption . . ..”    Please discuss in gr eater detail, in the business section, your
extensive and successful testing in this ar ea that dates back two decades as well as
your broad customer acceptance.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 2

3. Please also clarify here that you do not ha ve any government sales in the US nor do
you have any port security solution contracts.
4. We reissue prior comment 6, in part.  Please disclose the amount of your working
capital and the amount of your accumulated deficit.

Management’s Discussion and Analysis  or Plan of Operation, page 9

Liquidity and Capital Resources, page 16

5. We note your plan to move from loss to profit in the short term involves
completing your first government sales in th e US and gain your first port security
solution contract.  Please tell us the st atus of the progress of the US government
sales and the port security solution contract.

Security Ownership of Certain Beneficial Owners and Management, page 41

6. We reissue prior comment 22.  We note th at there is a 4.9% ownership limitation
with each of the beneficial owners, but the limitation may be changed to 9.9%.
Please advise whether and how you will update  the beneficial ownership table after
the registration statement is declared effective.

Certain Relationships and Re lated Transactions, page 47

7. We reissue prior comment 23.  Please provi de the approximate dollar value of the
amount of Vision Opportunity’s interest  in the repurchase of 18,181 shares of
Series B Preferred Stock, including the fair  value of the warrants that were issued
but remain in Vision’s ownership.  And again, please revise all related party
transactions to disclose the approximate dollar value of the am ount of the related
party’s interest in the transaction.  Se e Item 404(a)(4) of Regulation S-B.

8. As a follow up to the comment above , please explain why the company
repurchased the 18,181 shares from Vision and why it paid approximately $1.8 million dollars more than the aggregate purchase price Vision paid for the shares.  Please disclose what consideration, if  any, the company received for the $1.8
million dollars.  Please provide any other in formation regarding the transaction that
is material to investors in light of the circumstances of the transaction.  Refer to
Item 404(a)(6) of Regulation S-B.

9. Please clarify how Ulysses Financial LLC is related.  Also, disclose the two
officers for the issuance of 164,000 shares  of your common stock in April 2007 and
clarify whether the 5 year warrants are for each to purchase 164,000 shares.  If not,
please disclose the shares each is allo wed to purchase under the warrants.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 3

10. We bring your attention to Note 9 of the financial statements.  Please disclose the
related transactions or advise w hy they need not be disclosed.

Financial Statements as of October 31, 2006

Note 10 – Acquisition, page F-14

11. We note the response to our prior comment 30 and your belief that the material
identifiable assets in the Martech acquisition did not meet the separability criteria for recognition apart from goodwill and othe r identifiable intangibles, such as
customer and supplier related relationship s, that would be recognized separately
were immaterial.  As Martech is a contra ct-based business, it  is unclear whether
you specifically considered the amount of order or production backlog that existed at the date of acquisition for recognition as an intangible asse t apart from goodwill.
Please refer to the guidance in Appendi x A (paragraph A.14.b(2)) of SFAS 141.
Notwithstanding your response, please expand the notes to the fi nancial statements
to discuss management’s evaluation of iden tifiable intangible assets that would be
recognized apart from goodwill and your conclusions, thereto.  Please advise and revise your consolidated fina ncial statements, accordingly.

Financial Statements as of April 30, 2007

Note 1 – Liquidity, page F-23

12. In view of the material amount of ca sh & cash equivalents that comprise
approximately 35% of your total assets at April 30, 2007, please expand the note to
detail the nature of the cash equivalent assets included in this balance sheet account
as well as any risks (fair value, credit,  etc.) associated with these assets.

Note 3 – Intangible Assets and Goodwill, page F-24

13. We note your reference to an independent c onsultant and/or appraiser that was used
to determine the fair values of your ac quired assets, intangibles and goodwill, both
herein and in Note 10.  If management pref ers to make reference to a specialist,
please identify the consultants in the “Expe rts” section of the document and include
their consent in the document.  In the alternative, you may delete the reference to the independent appraiser.

Miller and Hilton, Inc.

Note 5 – Stock Subscription Note Re ceivable – Related Party, page F-53

14. Reference is made to your response to  our prior comment 41 where you believe
that your accounting is reasonable and in accordance with GAAP.  We do not

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 4

concur, as the guidance you cite in APBO  No. 6, paragraph 12(b), presumes that
the treasury stock transaction is with an “unrelated” shareholder with no exchange
of stated or unstated rights or privileges.  As this tran saction occurred with officers
of the company that provide services there is a presumption of a compensatory
arrangement when there is a difference betw een the value of shares issued and the
lesser amount being paid by the shareholder/o fficer for those shares.  In this regard,
the significant discount in the amount bei ng paid would be attributable to the
exchange of stated or unsta ted rights or privileges for providing services to the
company and we believe should be recognized as compensation expense.  With respect to accounting literature that suppor ts this position, please refer to the
guidance in paragraph 15 of SFAS No. 123(R) on the Measurement Principle for
Share-Based Payment Transactions with Em ployees.  In addition, we also refer you
to guidance in Question 1 of FTB 85-6 wh ere you account for stated or unstated
rights or privileges when purchase of treasur y shares are at a price significantly in
excess of market value, as it presumes the price includes amounts attributable to
other items.  A similar analogy is made  when issuing shares at an amount
significantly less than its value to officers that provide services.  Therefore, we
reissue our comment, as previously cite d, to revise your financial statements
accordingly in an amendment to the Form SB-2.  Please refer to our prior comment
on the guidance for the appropriate note di sclosure and recogniti on in the auditor’s
report that should be made with respect to  the change in financial statements.
Please revise, accordingly.

15. From disclosure noted in the Statement of Cash Flows and note 5 (pages F-62 and
F-65, respectively), it appears the forgiven ess of the related notes receivable of
$94,500 has been reflected in Colmek’s ope rating results for the three months
ended January 31, 2007.  In view of this amount being material, please also
separately  present a line item for this expens e within “Operating Income” and more
appropriately characterize the caption as “Non-Cash Officer Compensation Expense”.  Please revise the Condensed Statement of Opera tions, accordingly.

Unaudited Pro Forma Financial Information, pages F-70 and F-71

16. As you have included updated April 30, 2007 financial statements in the amended
Form SB-2, please also upda te the pro forma statements in a similar manner, as
follows:

(A) Condensed Pro Forma Balance Sheet as of April 30, 2007
(Replacing  the January 31, 2007 Pro Forma Balance Sheet)

In deriving the updated pro forma balance sheet and its results thereto, please
solely  reflect the registrant’s  (Coda) historical balan ce sheet as of April 30,
2007 with the May 2007 Security Trans actions (and any other material
subsequent transactions), as the Apr il 2007 Colmek acquisition and the March

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 5

& April 2007 Security Transactions are already reflected in Coda’s April 30,
2007 historical balance sheet.

(B) Condensed Pro Forma Statement of Op erations – Six Mos. Ended April 30,
2007
(Replacing  the January 31, 2007 (3 Months) Pro Forma Statement of
Operations)

The updated statement of operations should reflect the impact of all
transactions (e.g. Colmek Acquisition, Other Security Transactions, etc.)
giving effect as if the transactions had taken place as of November 1, 2005,
the beginning of the fiscal year.

In presenting the pro forma statement for this interim period, please use Coda’s historical results for its si x months ended April 30, 2007 and the
historical pre-acquisition results of Colmek for the period November 1, 2006
to April 6, 2007 (date of acquisition), as  Coda’s historical results already
include Colmek from its April 6, 2007 acquisition date.

Please refer to the guidance in Rule 11-02( c)(1)-(2) of Regula tion S-X.  Please
revise and update the conde nsed pro forma statements  including its related note
disclosures (with this respective updated interim period) accordingly.

Pro Form Financial Statements, page F-72

17. Reference is made to your response to our  prior comment 46 where you state that a
footnote is included reconciling Martech financial information from pound sterling
to US dollar translation basis amounts.  We  reissue our comment, so please include
a separate detailed note that presents the reconciliation of Martech’s financial
information from its historical basis in  pound sterling to amounts presented in the
pro forma statement of operations on a US  dollar basis with a ppropriate disclosure
of the weighted average exchange rate used in the translat ion.  Please revise
accordingly.

Notes to Condensed Pro Forma Unaud ited Financial Statements, page F-73

18. With regard to our comment number 49 from the staff letter dated June 18, 2007, it is not apparent that you have adjusted the pro forma income statement for the tax effects of the pro forma adjustments.  Pl ease revise or, if applicable, explain your
conclusion that no adjustments are necessary.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 6

General

19. Please consider the financial statement updating requirements of Item 310(g) in
Regulation S-B on an ongoing basis.  In th is regard, please note that, when
additional financial statements are filed in an amendment, the staff may require
significant additional time to review the amendment.

20. In all amendments to the Form SB-2, please include a currently dated and manually
signed consent from all independent public accountants.

Item 27 Exhibits

21. Exhibit 2.2 is shown as filed with this amen dment, however it is not filed on Edgar.
Please file the exhibit or advise.

Signature Page

22. Please have one of your officers sign in the capacity of principal accounting officer.

* * * * *

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Jason Reid
Coda Octopus Group, Inc.
August 8, 2007 Page 7

You may contact Kristin Shi fflett at (202) 551-3381 or David Humphrey at (202)
551-3211 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact H. Yuna Peng at (202) 551-3391 or Max Webb at (202)
551-3750 with any other questions.

Regards,

Max A. Webb
       A s s i s t a n t  D i r e c t o r

cc: Marc J. Ross, Esq.
 Fax: (212) 930-9725

CORRESP
1
filename1.htm

    SICHENZIA
      ROSS FRIEDMAN FERENCE LLP

    61
      BROADWAY, NEW YORK NY 10006

    TEL
      212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM

    July
      23,
      2007

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      H. Yuna Peng, Esq.

    Kristin
      Shifflett

    Mail
      Stop
      3561

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

    Registration
      Statement on Form SB-2

    File
      No. 333-143144

    Dear
      Ms.
      Peng:

    On
      behalf
      of the Company, we are hereby enclosing two copies of Amendment No. 1 to the
      Company’s registration statement on Form SB-2 (the “Registration Statement”)
      that was filed on May 22, 2007.

    By
      letter
      dated June 18, 2007, the staff of the Securities and Exchange Commission (the
      “Staff”) issued comments on the Registration Statement. Following are the
      Company’s responses to the Staff’s comments. For ease of reference, each
      response is preceded by the Staff’s comment.

    Prospectus
      Cover Page

    1.
      Please highlight the risk factors cross-reference by prominent type.

    The
      Company has made revisions in accordance with the Staff’s comment.

    Outside
      Back Cover Page of Prospectus

    2. Please
      include the dealer prospectus delivery obligation language required by Item
      502(b) of Regulation S-B.

    The
      Company advises the Staff that this is not an underwritten offering and
      therefore the requested language is inappropriate to be included.

    Prospectus
      Summary, page 1

    3. Revise
      the first sentence under General to make “are expected” active voice so
      investors can judge who expects the development you discuss.

    The
      Company has made revisions in accordance with the Staff’s comment.

    4. Revise
      the first bullet on page 1 to disclose your $2.5 million loss on $2.7 revenues
      for the first quarter of ‘07 so investors can have a context to understand the
      rest of the bullet.

    In
      response to comment No 6, the Company has added a paragraph providing disclosure
      respecting the Company’s revenues and losses for the most recent audited as well
      as unaudited stub periods which it believes provides sufficient context to
      understand the entire summary.

    5. You
      state that you believe that you have the ability to capitalize on the
      opportunity as a result of “first mover advantage in 3-D sonar markets.” Please
      provide the basis for the claim. In this regard, we note the first risk factor
      on page 6 discusses that there are competitor with substantial longer operating
      histories and greater name recognition.

    The
      Company has made revisions in accordance with the Staff’s comment. See pages 1
      and 19 of the Registration Statement.

    6. Please
      expand this section to disclose the amount of your net loss for the most recent
      audited and interim periods. Additionally, disclose the amount of your working
      capital and the amount of your accumulated deficit. We believe this financial
      snapshot will provide a useful context to help investors interpret the rest
      of
      the summary.

    The
      Company has made revisions in accordance with the Staff’s comment.

    Acquisitions,
      page 2

    7. Revise
      the first paragraph for clarity. Is the $286,000 in common stock part of the
      purchase price you might be obligated to pay?

    The
      Company has made revisions in accordance with the Staff’s comment. See page 2 of
      the Registration Statement.

    Risk
      Factors, page 3

    8. Please
      delete the fourth sentence of the opening paragraph. If you know of additional
      material risks, please identify them.

    The
      Company has made revisions in accordance with the Staff’s comment.

    9. We
      note your discussion regarding increased reliance on sales to government
      agencies. Please disclose whether any of your key customers account for 10%
      or
      more of your revenues for the last fiscal year and if so, please name them
      and
      give the percentage.

    The
      Company has made revisions in accordance with the Staff’s comment. See pages 4,
      25 and 26 of the Registration Statement.

    We have incurred
      significant losses to date, page 3

    10. Include
      your stub period losses here.

    The
      Company has made revisions in accordance with the Staff’s comment.

        2

    Management’s
      Discussion and Analysis or Plan
      of Operation,
      pag&9

    General

    11. Please
      explain what you mean by “disruptive technology qualities.”

    The
      Company has made revisions in accordance with the Staff’s comment. See page 10
      of the Registration Statement.

    Results
      of Operations.
      Page 11

    12. We
      generally believe that your discussion of financial results between periods
      can
      be further enhanced with the presentation of a table showing summarized
      financial results for the periods under consideration. We believe that this
      type
      of presentation provides the reader further clarification. As such,
      consideration should be given to adding a table that would provide a comparison
      of financial results between periods. Please refer to Section III.A.
      (Presentation of MD&A) in FRR-72 (Release No-
      33-8350).

    The
      Company has added a table in accordance with the Staff’s comment.

    13. In
      the Employment Agreements section, starting on page 31, we noted that several
      of
      your key employees were granted significant salary increases effective November
      1, 2006. As these increases will represent a material change in your selling,
      general and administrative expenses in future periods, please discuss these
      changes as items that will have an effect on future operations.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 14
      of the Registration Statement.

    Liquidity and Capital Resources.
      Page 12

    14. If
      you have a plan to reduce your losses or become profitable, we encourage you
      to
      discuss it here.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 16
      of the Registration Statement.

    Inflation
      and Foreign
      Currency, page 13

    15. It
      appears that a significant amount of your business is transacted in foreign
      currency, mainly the pound sterling and the Norwegian kroner. Please revise
      your
      foreign currency disclosure to include the approximate amount of your business
      that is impacted by changes in foreign currency as well as a sensitivity
      analysis for changes (e.g. 10%) that may occur between the U.S. dollar and
      the
      foreign currencies.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 16
      of the Registration Statement.

        3

    Financing
      Activities. page 14

    16. Based
      upon your statement of stockholders’ equity on page F4, it appears that some of
      the Series A Preferred Stock was issued in exchange for debt, and not solely
      for
      cash consideration. Please revise your disclosure so that it is consistent
      with
      information presented in your financial statements and throughout the document.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 17
      of the Registration Statement.

    Business,
      page 15

    17. Please
      revise the disclosure to include a discussion of the information required by
      Items 101(b)(5), (6), (8), and (9).

    The
      Company has made revisions in accordance with the Staff’s comment. See page 27
      of the Registration Statement.

    18. For
      each of the products you discuss, please disclose the price or price range
      you
      charge.

    The
      Company has made revisions in accordance with the Staff’s comment. See pages
      22-24 of the Registration Statement.

    Outstanding
      Equity Awards and Director Compensation Tables, page
      31

    19.
       Please
      revise to fully comply with Items 402(d) and (e) of Regulation S-B.

    The
      Company has made revisions in accordance with the Staff’s comment. See pages 34
      and 35 of the Registration Statement.

    Security
      Ownership of Certain Beneficial Owners and Management, page
      37

    20. Please
      disclose the percentage of ownership for Vision Opportunity. We note footnote
      11
      states that the percentage ownership for Vision Opportunity Master Fund reflects
      a 9.9% ownership limitation provision.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 41
      of the Registration Statement.

    21. Please
      identify the beneficial owner(s) for Vision Opportunity Master Fund. We refer
      you to Instruction 4 to Item 403 of Regulation S-B.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 41
      of the Registration Statement.

    22. We
      note that there is a 4.9% ownership limitation with each of the beneficial
      owners, but the limitation may be changed to 9.9%. Please advise whether and
      how
      you will update the beneficial ownership table.

    The
      Company advises the Staff supplementally that if any of the investors exercise
      their right to waive the 4.9% limitation prior to the effectiveness of the
      Registration Statement, the Company will reflect such waiver and the resulting
      increased ownership percentage in a pre-effective amendment to the extent
      required to be filed in response to Staff comments or to update other material
      disclosures.

        4

    Certain
      Relationships and Related Transactions, page 43

    23. On
      May 10, 2007, the company repurchased 18,181 shares of Series B preferred Stock
      from Vision at a purchase price of $110 per share for a total of $1,999,990.
      Please disclose the approximate dollar value of the amount of the related
      party’s interest in the transaction. See 404(a)(4) of Regulation S-B. Please
      revise accordingly for all of the related party transactions disclosed in this
      section.

    The
      Company has made revisions in accordance with the Staff’s comment. See page 47
      of the Registration Statement.

    Series
      B Preferred Stock, page 45

    24. Your
      disclosure states that there is currently no Series B Preferred Stock issued.
      However, based on the information provided on page 14 and in your statement
      of
      stockholders’ equity, there appears to be Series B Preferred Stock issued and
      outstanding. Please revise for consistency throughout the filing.

    The
      Company advises the Staff that the disclosures in the statements of
      stockholders’ equity speak as of the respective dates set forth in the financial
      statements. Shares of Series B Preferred Stock were issued and outstanding
      as of
      those dates. The disclosures in the forepart of the Registration Statement
      speak
      as of more recent dates when those shares had been repurchased and
      cancelled.

    Consolidated
      Statements of Operations and Comprehensive Loss For the Years Ended October
      31,
      2006 and 2005, page F-3

    25. Please
      tell us what types of expenses are classified as “Non-recurring expenses” within
      your operating expenses section. If the expenses classified as such are expenses
      that are incurred within the normal operations of the business, please modify
      the caption to “Other operating expenses” with appropriate note disclosure of
      its components or label the caption with the specific nature of these expenses.
      We believe this will provide enhanced understanding and detail to readers of
      your financial statements.

    The
      Company advises the Staff that the non-recurring expenses incurred during the
      year ended October 31, 2006 were primarily related to the due diligence and
      acquisition of Martech and were comprised primarily of consulting, legal,
      financial advisory and accounting fees.

    Accordingly,
      the company has made the following additional financial footnote
      disclosure:

    Note
      12 -
      Other Operating Expenses

    During
      the years ended October 31, 2006 and 2005, the Company incurred other operating
      expenses comprised of professional
      and legal fees incurred in connection with the acquisition of Martech and
      related financial advisory services.

        5

    Consolidated
      Statements of Cash Flows. pages F-5 and F-17

    26. Reference
      is made to your fiscal 2006 and interim (January 2007) reconciliation of
      operating activities cash flows that begins with the amount of “Net Loss
      Applicable to Common Shares, “rather than the amount for “Net Loss” In
      accordance with the guidance in paragraph 28 of SPAS 95, please begin with
      the
      amount of Net Loss as reported in your consolidated statement of operations
      in
      reconciling to net cash (used) / generated by operating activities. In this
      regard, the financing activity section will include payments of cash dividends
      on preferred stock and gross proceeds on sale of equity securities with a
      beneficial conversion feature. Please revise the operating activities section
      in
      the annual and interim Consolidated Statements of Cash Flows, accordingly.

    The
      Company has revised the annual and interim consolidated statements of cash
      flows
      to begin with the amount of net loss as reported in the consolidated statements
      of operations in accordance with the Staff’s comment. The Company has also
      included payment of cash dividends on preferred stock and gross proceeds on
      the
      sale of equity securities with the beneficial conversion feature.

    27. We
      note that your first and third paragraph in the Supplemental Disclosures contain
      statements that appear to be incomplete. Please revise.

    The
      Company has made revisions in accordance with the Staff's comment.

    Note
      1 — Significant Accounting Policies (Stock Based
      Compensation) — page F-8

    28. We
      note your audit opinion states that you have adopted the provisions of SPAS
      123(R) as of January 1, 2006. However, your stock-based compensation footnote
      references the guidelines of SFAS 123, and your accounting under SFAS 123(R)
      is
      not evident. Please revise to discuss your implementation of SPAS 123(R), both
      here and in the interim period footnotes. In addition, please revise to include
      the current year effect of the change on your financial statements due to the
      implementation of SFAS 123(R), as well as the disclosures required by paragraph
      84 of SPAS 123(R). Please also revise the Critical Accounting Policies
      discussion in MD&A (page 11), accordingly.

    The
      Company has made revisions in accordance with the Staff’s comment. See page F-8
      of the financial statements included in the Registration Statement.

    Note 2— Fixed Assets. page F-9

    29. Please
      revise to ensure that the information presented in the charts agrees with your
      balance sheet as of October 31, 20(b. Additionally, we note that the
      reconciliation of Property and Equipment presented shows a change in accumulated
      depreciation of ($246,141) from 2005 to 2006, while you disclose that you
      record

Mail Stop 3561

June 18, 2007

Via U.S. Mail

Jason Reid
President and Chief Executive Officer
164 West, 25th Street, 6th Floor
New York 10001

Re:  Coda Octopus Group, Inc.
 Registration Statement on Form SB-2
 Filed May 22, 2007
 File No. 333-143144

Dear Mr. Reid,

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enha nce the overall disclosure in your filing.  We
look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Prospectus Cover Page

1. Please highlight the risk factors cr oss-reference by prominent type.

Outside Back Cover Page of Prospectus
2. Please include the dealer prospectus de livery obligation language required by Item
502(b) of Regulation S-B.

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 2

Prospectus Summary, page 1

3. Revise the first sentence under General to  make “are expected” active voice so
investors can judge who expect s the development you discuss.

4. Revise the first bullet on page 1 to disclose your $2.5 million loss on $2.7 revenues
for the first quarter of ’07 so investors can  have a context to u nderstand the rest of
the bullet.
5. You state that you believe that you have th e ability to capitalize on the opportunity
as a result of “first mover advantage in  3-D sonar markets.”  Please provide the
basis for the claim.  In this regard, we not e the first risk factor on page 6 discusses
that there are competitor with substan tial longer operating histories and greater
name recognition.
6. Please expand this section to disclose the amount of your net loss for the most
recent audited and interim periods.  Add itionally, disclose the amount of your
working capital and the amount of your accu mulated deficit.  We believe this
financial snapshot will provide a useful context to help investors interpret the rest of the summary.

Acquisitions, page 2

7. Revise the first paragraph for clarity.  Is the $286,000 in common stock part of the
purchase price you might be obligated to pay?

Risk Factors, page 3
8. Please delete the fourth sentence of  the opening paragraph.  If you know of
additional material risks, please identify them.
9. We note your discussion regarding increased reliance on sales to government agencies.  Please disclose whether any of your key customers account for 10% or
more of your revenues for the last fiscal year and if so, please name them and give
the percentage.

We have incurred significan t losses to date, page 3

10. Include your stub period losses here.

Management’s Discussion and Analysis  or Plan of Operation, page 9
General

11. Please explain what you mean by “disruptive technology qualities.”

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 3

Results of Operations, page 11

12. We generally believe that your discussion of financial results between periods can
be further enhanced with th e presentation of a table s howing summarized financial
results for the periods under consideration.  We believe that this type of
presentation provides the reader further clarification.  As such, consideration
should be given to adding a table that would provide a comparison of financial
results between periods.  Please refer to S ection III.A. (Present ation of MD&A) in
FRR-72 (Release No. 33-8350).

13. In the Employment Agreements section, st arting on page 31, we noted that several
of your key employees were granted si gnificant salary increases effective
November 1, 2006.  As these increases will represent a material change in your
selling, general and administrative expenses  in future periods, please discuss these
changes as items that will have an effect on future operations.

Liquidity and Capital Resources, page 12

14. If you have a plan to reduce your losses or  become profitable, we encourage you to
discuss it here.

Inflation and Foreign Currency, page 13

15. It appears that a significa nt amount of your business is transacted in foreign
currency, mainly the pound sterling and the Norwegian kroner.  Please revise your
foreign currency disclosure to include the approximate amount of your business
that is impacted by changes in foreign cu rrency as well as a sensitivity analysis for
changes (e.g. 10%) that may occur betw een the U.S. dollar and the foreign
currencies.

Financing Activities, page 14

16. Based upon your statement of stockholders ’ equity on page F-4, it appears that
some of the Series A Preferred Stock wa s issued in exchange for debt, and not
solely for cash consideration.  Please revise  your disclosure so th at it is consistent
with information presented in your fi nancial statements and throughout the
document.

Business, page 15

17. Please revise the disclosure to include a discussion of the information required by
Items 101(b)(5), (6), (8), and (9).

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 4

18. For each of the products you discuss, pleas e disclose the price or price range you
charge.

Outstanding Equity Awards and Director Compensation Tables, page 31

19. Please revise to fully comply with It ems 402(d) and (e) of Regulation S-B.

Security Ownership of Certain Beneficial Owners and Management, page 37

20. Please disclose the percentage of owne rship for Vision Opportunity.  We note
footnote 11 states that the percentage ownership for Vision Opportunity Master
Fund reflects a 9.9% ownership limitation provision.

21. Please identify the beneficial owner(s) fo r Vision Opportunity Master Fund.  We
refer you to Instruction 4 to Item 403 of Regulation S-B.

22. We note that there is a 4.9% ownership limitation with each of the beneficial
owners, but the limitation may be changed to 9.9%.  Please advise whether and
how you will update the beneficial ownership table.

Certain Relationships and Re lated Transactions, page 43

23. On May 10, 2007, the company repurchased 18,181 shares of Series B preferred
Stock from Vision at a purchase pric e of $110 per share for a total of $1,9,999,910.
Please disclose the approximate dollar valu e of the amount of the related party’s
interest in the tran saction.  See 404(a)(4) of Re gulation S-B.  Please revise
accordingly for all of the re lated party transactions di sclosed in this section.

Series B Preferred Stock, page 45

24. Your disclosure states that there is curre ntly no Series B Preferred Stock issued.
However, based on the information provide d on page 14 and in your statement of
stockholders’ equity, there appears to be  Series B Preferred Stock issued and
outstanding.  Please revise for consistency throughout the filing.

Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended October 31, 2006 and 2005, page F-3

25. Please tell us what types of expenses are classified as “Non-recurring expenses”
within your operating expenses section.  If  the expenses classified as such are
expenses that are incurred within the normal operations of the business, please
modify the caption to “Other operating e xpenses” with appropriate note disclosure
of its components or label the caption with  the specific nature of these expenses.

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 5

We believe this will provide enhanced understanding and detail to readers of your
financial statements.

Consolidated Statements of Cash Flows, pages F-5 and F-17

26. Reference is made to your fiscal 2006 a nd interim (January 2007) reconciliation of
operating activities cash flows that begins with the amount of “Net Loss Applicable
to Common Shares,” rather than the amount for “Net Loss.”  In accordance with
the guidance in paragraph 28 of SFAS 95, please begin with the amount of Net
Loss as reported in your cons olidated statement of operati ons in reconciling to net
cash (used) / generated by operating activit ies.   In this regard, the financing
activity section will include payments of cash dividends on preferred stock and gross proceeds on sale of equ ity securities with a benefi cial conversion feature.
Please revise the operating ac tivities section in the annual and interim Consolidated
Statements of Cash Flows, accordingly.

27. We note that your first and third paragra ph in the Supplemental Disclosures contain
statements that appear to be incomplete.  Please revise.

Note 1 – Significant Accounting Policies (S tock Based Compensa tion) – page F-8

28. We note your audit opinion states that you have adopted the provisions of SFAS
123(R) as of January 1, 2006.  However, your stock-based co mpensation footnote
references the guidelines of SFAS 1 23, and your accounting under SFAS 123(R) is
not evident.  Please revise to discu ss your implementation of SFAS 123(R), both
here and in the interim period footnotes.  In addition, please revise to include the
current year effect of the change on your financial statements due to the
implementation of SFAS 123(R), as well as  the disclosures required by paragraph
84 of SFAS 123(R).  Please al so revise the Critical Accounting Policies discussion
in MD&A (page 11), accordingly.

Note 2 – Fixed Assets, page F-9

29. Please revise to ensure that the informati on presented in the charts agrees with your
balance sheet as of October 31, 2005.  Add itionally, we note that the reconciliation
of Property and Equipment presented show s a change in accumulated depreciation
of ($246,141) from 2005 to 2006, while you disclose that you recorded depreciation expense of $52,396.  As such, please provide a rec onciliation of your
property and equipment, including accu mulated depreciation, from October 31,
2005 to October 31, 2006, showing all purch ases, disposals and other changes
(such as those resulting from acquisitions).

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 6

Note 10 – Acquisition, page F-14

30. In the acquisition of Martech Systems (W eymouth) Limited, we note you allocated
approximately $1 million of the purchase price to goodwill with no other specific
identifiable intangible assets allocated a ny significant amount of purchase price.
From the Business section that describes this acquisition, we not e that Martech had
an extensive network of personal contact ba se established in the industry (page 17)
as well an established and gr owing revenue stream in the defense sector (page 21).
In addition, we note that your resear ch and development expenses have
significantly increased by 200% to $3.13 m illion in fiscal 2006 and production was
Martech’s most significant cost.   Therefor e, it is unclear w hy a significant amount
of the purchase price in the acquisition of Martech has not been allocated to
specific identifiable intangible assets, such  as customer-related or supplier-related
intangible assets, or research and deve lopment expense in accordance with the
guidance in Appendix A (paragraph A14.b)  and paragraph 42, respectively, of
SFAS 141 as well as FASB Interpretation N o. 4.    Please advise on your evaluation
of specific identifiable intangible assets and in-process research and development
expense for this acquisition and revise the financial statements, as necessary.

31. Furthermore, please revise the acquisition no te to disclose the primary reasons for
the Martech acquisition, including a descrip tion of the factors th at contributed to
the recognition of any significant amount  of goodwill in accordance with the
guidance in paragraph 51(b) of SFAS 141.

Notes to Consolidated Financial Statements as of January 31, 2007, page F-20

32. Per Item 310(b) of Regulation S-B, interim financial statements are required to include all adjustments which are necessary  to make the financial statements not
misleading, and must contain a statement affirming this.  This statement is generally included in the first note to the interim financial statements.  Please
ensure that all such adjustments have  been made and include the requisite
affirmative statement in the interim financial statements.

Independent Auditors’ Report – Martech Syst ems (Weymouth) Limited (“Martech’s”),
page F-33

33. The audit report of your independent a uditor, Coyne, Butterworth & Chalmers,
should cover both audited fiscal years (October 31, 2004 and 2005) included in the
audited financial statements and not  solely Martech’s most recent audited fiscal
year of October 31, 2005 presented in the filing.  As such, please revise the audit report to include in the firs t paragraph and the Opinion paragraph the audit of the
fiscal 2004 financial statements.

Jason Reid
Coda Octopus Group, Inc.
June 18, 2007 Page 7

34. Please revise the auditors’ report to al so include the Cash Flow Statement (see
Martech financial statements comment below) in the first paragraph as well as the
Opinion paragraph for each of the two years ended October 31, 2005 and 2004.  In addition, please revise the Opinion paragraph to opine on the balance sheet as of
October 31, 2005 and 2004.

35. Please revise the auditors’ report to include a statement that the audit was conducted in accordance with U.S. GAAS.   As Martech is a non-issuer entity
whose financial statements are filed to  satisfy the requirements of a business
acquired for Item 310(c) of Regulation S-B, the audit report only requires reference
to U.S. GAAS and not PCAOB standards.  In this regard, please revise paragraphs
3 and 4 (Respective responsibil ities of directors and audito rs) and 8 (Basis of audit
opinion), as applicable.  Refer to the guidance in Item 8.A.2 of Form 20-F or
Securities Act Release 33-7745.  Please revise accordingly.

36. In the third paragraph of the audit report, we note cer tain language where the
auditors’ clarify the parties to whom they owe a duty of care and avoiding
unintended liability to third parties who ma y seek to rely on their audit opinion.
Although this language may be permitted by UK law, the audit reports filed by
foreign private companies as contained in Commission filing s should not contain
similar clarifying language in accordance w ith U.S. GAAS or PCAOB standards,
as applicable.  Please revise the report so  that it contains an “unrestricted” audit
opinion without any clarifying language fo r purposes of U.S. reporting.  Please
refer to the guidance in the Office of Chief Accountant Letter dated February 28,
2003 on “The Use of Clarifying Language in  UK Audit Opinions”.  This letter can
be located on the SEC website ( www.sec.gov ) under Division / Offices (Office of
Chief Accountant) and then Sta ff Letters to Industry.

Martech Systems (Weymouth) Limited Fi nancial Statements, page F-34 and F-38

37. Please include an audited  Cash Flow Statement for each of the two years ended
October 31, 2005 and 2004.  The audited Cash Flow Statement should be opined upon in the auditors’ report as cited in the comment above.  In addition, please include unaudited interim Cash Flow Stat ements for the six months ended April 30,
2005 and the comparative six month period in  fiscal 2004.   Refer to the financial
statement guidance in Item 8.A.1.d. of Fo rm 20-F.  Please revise accordingly.

38. We note that Martech’s unaudited interim financial statements as of April 30, 2005
and 2004 do not contain any notes  to the financial statements.  In accordance with
the guidance in Item 8.A.5 of Form 20-F, please revise to include the applicable
note