FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ezralow Bryan
 2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2017		 3. Issuer Name and Ticker or Trading Symbol
Coda Octopus Group, Inc. [COGI]
(Last)
(First)
(Middle)
23622 CALABASAS ROAD, SUITE 200, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CALABASAS, CA 91302-1549		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 177,041 (1)
I
By EZ MM&B Holdings, LLC
Common Stock 986,369
I
By Bryan Ezralow 1994 Trust dated December 22, 1994 (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ezralow Bryan
23622 CALABASAS ROAD, SUITE 200
CALABASAS, CA 91302-1549		     X    
Bryan Ezralow 1994 Trust dated December 22, 1994
23622 CALABASAS ROAD
SUITE 200
CALABASAS, CA 91302		     X    

Signatures

/s/ Bryan Ezralow 04/18/2017
**Signature of Reporting Person Date
/s/ Bryan Ezralow, Trustee of Bryan Ezralow 1994 Trust dated December 22, 1994 04/18/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(2) These shares are owned directly by the Bryan Ezralow 1994 Trust dated December 22, 1994, a ten percent owner of the issuer, and indirectly by Bryan Ezralow as trustee of such Trust. Bryan Ezralow is a ten percent owner of the issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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