ITEM 2.02 Results of Operations and Financial Condition

On September 18, 2008, Coda Octopus Group, Inc. (the "Company") issued a press release to announce its operating results for the third fiscal quarter ended July 31, 2008. A copy of the press release is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.