April 9, 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 limited our review of your filing to the financial statements
and related
disclosures 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.

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 note that you concluded your disclosure controls and procedures (DCP)
were effective
      while also concluding that your internal control over financial reporting
(ICFR) was not
      effective due to material weaknesses indicative of small companies with
limited staffing
      resulting in inadequate review procedures. Please explain to us how you
arrived at
      different conclusions in light of the existing material weakness. Your
explanation should
      be comprehensive and address all of the components of the definition of
disclosure
      controls and procedures. We refer you to Sections II.D and E of SEC
Release 33-8238, in
      which the Commission recognizes that there is substantial overlap between
ICFR and
      DCPs. For example, DCPs often include those components of ICFR that
provide
      reasonable assurances that transactions are recorded as necessary to
permit preparation of
      financial statements in accordance with GAAP. Please include in your
response an
 Michael Midgley
Coda Octopus Group, Inc.
April 9, 2019
Page 2
         explanation as to how you determined that the material weaknesses in
your ICFR was not
         one of the components of ICFR that is also included in disclosure
controls and
         procedures. We have a similar concern with your DCP conclusion in your
Form 10-Q for
         the period ended January 31, 2019.
Management's Report on Internal Control over Financial Reporting, page 34

2.       We note that management has conducted an evaluation of the
effectiveness of ICFR as
         of October 31, 2018 based on the Internal Control-Integrated Framework
issued by the
         Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Please
         tell us and revise to include which version of the framework was used
by management to
         evaluate the effectiveness of internal control over financial
reporting (i.e., 2013). Refer to
         Item 308(a)(2) of Regulation S-K. Additionally, please revise to
include your conclusion
         on effectiveness of ICFR to specifically state that it was not
effective.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour at
(202) 551-
3379 with any questions.



FirstName LastNameMichael Midgley                               Sincerely,
Comapany NameCoda Octopus Group, Inc.
                                                                Division of
Corporation Finance
April 9, 2019 Page 2                                            Office of
Transportation and Leisure
FirstName LastName