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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-08-015803.txt : 20080317
<SEC-HEADER>0001144204-08-015803.hdr.sgml : 20080317
<ACCEPTANCE-DATETIME>20080317160445
ACCESSION NUMBER:		0001144204-08-015803
CONFORMED SUBMISSION TYPE:	NT 10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20080131
FILED AS OF DATE:		20080317
DATE AS OF CHANGE:		20080317
EFFECTIVENESS DATE:		20080317

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Coda Octopus Group, Inc.
		CENTRAL INDEX KEY:			0001334325
		STANDARD INDUSTRIAL CLASSIFICATION:	SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812]
		IRS NUMBER:				342008348
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NT 10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-52815
		FILM NUMBER:		08693017

	BUSINESS ADDRESS:	
		STREET 1:		164 WEST 25TH STREET,
		STREET 2:		6TH FLOOR,
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10001
		BUSINESS PHONE:		212 924 3442

	MAIL ADDRESS:	
		STREET 1:		164 WEST 25TH STREET,
		STREET 2:		6TH FLOOR,
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10001
</SEC-HEADER>
<DOCUMENT>
<TYPE>NT 10-Q
<SEQUENCE>1
<FILENAME>v107246_nt10-q.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K [ ] Form 20-F [ ]Form 11-K [X]Form 10-QSB
                          [ ] Form N-SAR [ ] Form N-CSR

                       For Period Ended: January 31, 2008
                                         ----------------

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] 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

                        164 West, 25th Street, 6th Floor
                        --------------------------------
            Address of Principal Executive Office (Street and Number)

                            New York, New York 10001
                            ------------------------
                            City, State and Zip Code

<PAGE>

                        PART II - RULE 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 reasons described in reasonable detail in Part III of this
         |        form could not be eliminated without unreasonable effort or
         |        expense;
         |  (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
   [X]   |        fifteenth calendar day following the prescribed due date; or
         |        the subject quarterly report or transition report on Form
         |        10-Q, 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,
N-SAR, N-CSR, or the transition report portion thereof could not be filed within
the prescribed time period.
(Attach extra sheets if needed.)

      The compilation, dissemination and review of the information required to
be presented in the Form 10-QSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-QSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such report no later than five days after its
original prescribed due date.

                           PART IV - OTHER INFORMATION

      (1)   Name and telephone number of person to contact in regard to this
            notification

               Jody Frank             (212)                  924-3442
            -----------------------------------------------------------------
                 (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). Yes
            [X] 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? Yes [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.

            It is expected that the Company's net losses for the quarter ended
            January 31, 2008 will amount to approximately $2.4 million compared
            to $3,450,734 for the quarter ended January 31, 2007. This may be
            attributed primarily to orders from customers such as the U.S. Coast
            Guard being pushed into the next quarter.

================================================================================

<PAGE>

                            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: March 17, 2008                          By: /s/ Jody Frank
      --------------                              -----------------------
                                                  Jody Frank
                                                  Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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