FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  REID JASON LEE
2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2008
3. Issuer Name and Ticker or Trading Symbol
Coda Octopus Group, Inc. [CDOC.OB]
(Last)
(First)
(Middle)
164 WEST 25TH STREET, 6TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Chief Executive Officer / President
5. If Amendment, Date Original Filed(Month/Day/Year)
09/21/2007
(Street)

NEW YORK, NY 10001
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, Par Value $0.001 501,479
D
 
Common Stock, Par Value $0.001 19,523,251
I
Fairwater Technology Group Ltd. (1)
Common Stock, Par Value $0.001 280,720
I
Softworks Business Systems Solutions Ltd. (2)
Common Stock, Par Value $0.001 172,540
I
Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options 09/20/2007 05/01/2009 Common Stock 400,000 $ 1 D  
Warrants 09/20/2007 05/05/2012 Common Stock 1,373,209 $ 1.3 I Fairwater Technology Group Ltd. (1)
Warrants 09/20/2007 05/05/2012 Common Stock 1,373,209 $ 1.7 I Fairwater Technology Group Ltd. (1)
Warrants 09/20/2007 05/05/2012 Common Stock 25,000 $ 1.3 I Softworks Business Systems Solutions Ltd. (1)
Warrants 09/20/2007 05/05/2012 Common Stock 25,000 $ 1.7 I Softworks Business Systems Solutions Ltd. (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REID JASON LEE
164 WEST 25TH STREET, 6TH FLOOR
NEW YORK, NY 10001
  X   X   Chief Executive Officer President

Signatures

/s/ Jason Reid 06/30/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting person may be deemed to be a control person of this entity.
(2) The Reporting person may be deemed to be a control person of this entity.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.