<SEC-DOCUMENT>0000899243-18-003054.txt : 20180207
<SEC-HEADER>0000899243-18-003054.hdr.sgml : 20180207
<ACCEPTANCE-DATETIME>20180207133230
ACCESSION NUMBER:		0000899243-18-003054
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20180205
FILED AS OF DATE:		20180207
DATE AS OF CHANGE:		20180207

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Forest Manor N.V.
		CENTRAL INDEX KEY:			0001683298
		STATE OF INCORPORATION:			P8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38154
		FILM NUMBER:		18580351

	BUSINESS ADDRESS:	
		STREET 1:		ALBERT HAHNPLANTSOEN 23
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1077BM
		BUSINESS PHONE:		0031-206229126

	MAIL ADDRESS:	
		STREET 1:		ALBERT HAHNPLANTSOEN 23
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1077BM

ISSUER:		

	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

	BUSINESS ADDRESS:	
		STREET 1:		7380 SAND LAKE ROAD
		STREET 2:		SUITE #500
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32819
		BUSINESS PHONE:		801-973-9136

	MAIL ADDRESS:	
		STREET 1:		7380 SAND LAKE ROAD
		STREET 2:		SUITE #500
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32819
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2018-02-05</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001334325</issuerCik>
        <issuerName>Coda Octopus Group, Inc.</issuerName>
        <issuerTradingSymbol>CODA</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001683298</rptOwnerCik>
            <rptOwnerName>Forest Manor N.V.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ALBERT HAHNPLANTSOEN 23</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>AMSTERDAM</rptOwnerCity>
            <rptOwnerState>P7</rptOwnerState>
            <rptOwnerZipCode>1077BM</rptOwnerZipCode>
            <rptOwnerStateDescription>NETHERLANDS</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1028126</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes></footnotes>

    <remarks>The Common Stock is indirectly beneficially owned by Malabar Hill NV, the statutory director of the Reporting Person, and by Mr. F.H. Fentener van
Vlissingen, the statutory director of Malabar Hill NV.
Exhibit List:
Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>F. Douglas Raymond, Attorney-in-fact for F.H. Fentener van Vlissingen, statutory director</signatureName>
        <signatureDate>2018-02-07</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned, on behalf of Forest
Manor NV (the "Reporting Person"), in the undersigned's capacity as a statutory
director of Malabar Hill NV, the statutory director of the Reporting Person,
hereby constitutes and appoints F. Douglas Raymond as the undersigned's true and
lawful attorney-in-fact to:

   1.  execute for and on behalf of the undersigned, (i) Forms 3, 4 and 5 in
       accordance with Section 16(a) of the Securities Exchange Act of 1934 (the
       "Exchange Act") and the rules thereunder, (ii) Schedules 13D and 13G in
       accordance with Section 13 of the Exchange Act and the rules thereunder,
       and (iii) any other forms or reports the undersigned may be required to
       file in connection with the Reporting Person's ownership, acquisition, or
       disposition of securities of Coda Octopus Group, Inc. (the "Company");

   2.  do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to (i) complete and execute any such
       Forms 3, 4 or 5 or Schedules 13D or 13G, (ii) complete and execute any
       amendment or amendments thereto, and (iii) timely file such forms or
       reports with the United States Securities and Exchange Commission and any
       stock exchange or similar authority; and

   3.  take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of the attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by the
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as the attorney-in-fact may approve in his discretion.

       The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that the attorney-in-fact, or the attorney-
in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.

       The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the Reporting Person's responsibilities to comply with Sections 13 or 16 of
the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
Reporting Person is no longer required to file Forms 3, 4, and 5 or Schedules
13D or 13G with respect to the Reporting Person's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of February, 2018.

                                    /s/ F.H. Fentener van Vlissingen
                                    ----------------------------------
                                    Signature

                                    F.H. Fentener van Vlissingen
                                    ----------------------------------
                                    Print Name


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
