UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): September 18, 2008
CODA
OCTOPUS GROUP, INC.
(Name
of
Small Business Issuer in its Charter)
|
Delaware
|
000-52815
|
34-200-8348
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
incorporation
or organization
|
|
Identification
Number)
|
164
West, 25th Street,
6th Floor,
New York
New
York 10001
(Address,
Including Zip Code of Principal Executive Offices)
(212)
924-3442
(Issuer's
telephone number)
(Former
name or former address, if changed since last report)
Copies
to:
Marc
J.
Ross, Esq.
Louis
A.
Brilleman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
September 18, 2008, Coda Octopus Group, Inc. (the “Company”) issued a press
release to announce its operating results for the third fiscal quarter ended
July 31, 2008. A copy of the press release is filed as Exhibit 99.1 to, and
incorporated by reference in, this report.
The
information in this Current Report is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
or
otherwise subject to the liabilities of that Section. The information in this
Current Report shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, except
as
shall be expressly set forth by specific reference in any such
filing.
Item
9.01 Financial Statements and Exhibits.
| |
(a)
|
Financial
Statements.
|
None.
|
|
99.1 |
Press
Release, dated September 18,
2008
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated;
September 18, 2008