Exhibit
32
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of Coda Octopus Group, Inc. (the "Company")
on Form 10-QSB for the quarter ended April 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), we, Jason Reid,
President and Chief Executive Officer, and Jody Frank, Chief Financial Officer,
certify. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906
of the Sarbanes-Oxley Act of 2002 that:
(1)
This
report fully complies with the requirements of Section 13(a) or 15(d) of
the
Securities Exchange Act of 1934, as amended; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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| /s/
Jason
Reid |
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/s/
Jody E.
Frank |
Jason
Reid |
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Jody
E. Frank |
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President
and Chief Executive Officer
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Chief
Financial Officer
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Date:
June 16, 2008
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Date:
June 16, 2008
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