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.

 
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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.)
 
 
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