UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 SEC File Number: 000-52502
        CUSIP Number: N/A
FORM 12b-25

NOTIFICATION OF LATE FILING
 
(Check One):
o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o  Form 10-D
o  Form N-SAR
o Form N-CSR
               
 
For Fiscal Quarter Ended: July 31, 2010
        
           
 
o   Transition Report on Form 10-K
        
 
o   Transition Report on Form 20-F
        
 
o   Transition Report on Form 11-K
        
 
o   Transition Report on Form 10-Q
        
 
o   Transition Report on Form N-SAR
        
 
For the Transition Period Ended: _____________________
  
           
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
PART I - REGISTRANT INFORMATION
 
Coda Octopus Group, Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
Newport Office Center I
111 Town Square Place, Jersey City, Suite 1201
Address of Principal Executive Office ( Street and Number )
 
New Jersey 07310
City, State and Zip Code
 
PART II - RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
     
x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
PART III - NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2010 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the Form 10-Q. The Company intends to file the report on or before the fifth calendar day following the prescribed due date.
 
PART IV - OTHER INFORMATION
 
(1)    Name and telephone number of person to contact in regard to this notification

Geoff Turner
  
(646)
  
731-0617
(Name)
  
(Area Code)
  
(Telephone Number)
 
(2)    Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).            
xYes        o No
 

(3)    Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?          
      oYes       x No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the three month period, the registrant is expected to report a minimal profit of $465,763, while for the nine month period, registrant is expected to report a loss of approximately $4.4 million, compared to losses of $771,225 and $4,206,995, respectively, for the same prior year periods.  These changes are due primarily to overall losses on changes in the fair value of derivative liability. The operating income for the three and nine months ended July31, 2010 is expected to be losses of approximately $652,393 and $1 million respectively compared to losses of $361,046 and $2,221,765 respectively for the same periods in 2009.
 
 
Coda Octopus Group, Inc.  
(Name of Registrant as specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
           
         
           
Date: 
September 14, 2010
  
By:  
/s/    Geoff Turner 
  
   
Its:   Chief Executive Officer