SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
BROADWAY, NEW YORK NY 10006
TEL
212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM
September
6, 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. 4 to the
Company’s registration statement on Form SB-2 (the “Registration Statement”)
that was filed initially on May 22, 2007.
By
letter
dated September 6, 2007, the staff of the Securities and Exchange Commission
(the “Staff”) issued comments on Amendment No. 3 to the Registration Statement
that was filed on September 4, 2007. Following 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. We
note your response to our prior comment 3 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.
The
Company has revised the term “fully funded” to conform to the term “exercised”
on page 23. The Company has also added disclosure to describe the enhancements
in accordance with the Staff’s comment. In addition, the Company advises the
Staff that under the terms of the agreement, the cost of the enhancements is
largely covered by government payments toward the purchase price as the products
are being developed.
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 disclose the facts relied upon to make the
exemption available. Specifically, please represent, if true, that all investors
had access to company information.
The
Company has added language to disclose that the recipients of the securities
were provided with sufficient access to company information.
In
addition, in response to a telephonic comment, please note that the Company
has
corrected the typographical errors in note 5 to the financial statement on
page
F-78 in accordance with the Staff’s comment.
Please
contact the undersigned at 212-981-6766 with any questions or comments you
may
have with respect to the foregoing.
Very
truly yours,
/s/
Louis
A. Brilleman