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                                                            April 22, 2019

Michael Midgley
Chief Financial Officer
Coda Octopus Group, Inc.
9100 Conroy Windermere Road, Suite 200
Windermere, Florida 34786

       Re: Coda Octopus Group, Inc.
           Form 10-K for the Fiscal Year Ended October 31, 2018
           Filed February 1, 2019
           File No. 001-38154

Dear Mr. Midgley:

       We have reviewed your April 17, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
April 9, 2019 letter.

Form 10-K for the Fiscal Year Ended October 31, 2018

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 34

1.    We have reviewed your response to prior comment 1 and it appears you
concluded your
      disclosure controls and procedures (DCP) were effective because
management discovered
      and corrected the errors to ensure the financial statements were prepared
in accordance
      with GAAP. However, please reference the following statement in the
fourth paragraph
      of Sections II.D of SEC Release 33-8238, which states that "disclosure
controls and
      procedures will include those components of internal control over
financial reporting that
      provide reasonable assurances that transactions are recorded as necessary
to permit
      preparation of financial statements in accordance with generally accepted
accounting
      principles." Given your conclusion ICFR was ineffective and that
conclusion overlaps
 Michael Midgley
Coda Octopus Group, Inc.
April 22, 2019
Page 2
         with the DCP conclusion per this portion of the SEC Release, your DCP
would also be
         ineffective even though the errors were identified by management.
Please amend to
         conclude disclosure controls and procedures were ineffective.
      You may contact Melissa Gilmore, Staff Accountant, at 202-551-3777 or
Melissa
Raminpour, Accounting Branch Chief, at 202-551-3379 if you have questions
regarding
comments on the financial statements and related matters.



FirstName LastNameMichael Midgley                          Sincerely,
Comapany NameCoda Octopus Group, Inc.
                                                           Division of
Corporation Finance
April 22, 2019 Page 2                                      Office of
Transportation and Leisure
FirstName LastName
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