UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

Amendment
No. 2



[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended October 31, 2018



[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
file number: 001-38154



CODA
OCTOPUS GROUP, INC.

(Exact
name of registrant as specified in its charter)



|Delaware                            |  | 34-200-8348               
|----------------------------------- |  | --------------------------
|(State
    or other jurisdiction of |  | (I.R.S.
    Employer      
|incorporation
    or organization)  |  | Identification
    Number)



9100
Conroy Windermere Road, Suite 200, Windermere, Florida, 34786

(Address,
Including Zip Code of Principal Executive Offices)



(801)
456-8684

(Issuer’s
telephone number)



Securities
registered under Section 12(b) of the Exchange Act:

COMMON
STOCK, $0.001 PAR VALUE PER SHARE



Securities
registered under Section 12(g) of the Exchange Act:

NONE



|● | Indicate
    by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
    No [X]                                                                                                                                                                                                                                 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                 
|● | Indicate
    by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
    No [X]                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                 
|● | Indicate
    by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
    Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
    has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]                    
|  |                                                                                                                                                                                                                                                                                                                                                                                 
|● | Indicate
    by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
    herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
    incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]
|  |                                                                                                                                                                                                                                                                                                                                                                                 
|● | Indicate
    by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller
    reporting company.                                                                                                                                                                                                            



| | Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
| | -------------------------------- | ---------------------------------
| | Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]



|● | Indicate
    by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]                                                                                                                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|● | State
    issuer’s revenues for its most recent fiscal year: $18,019,429                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|● | State
    the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
    price at which the common equity was last sold, or the average bid and asked price of such common equity, as of April 30,
    2018, representing the last business day of the registrant’s most recently completed second fiscal quarter: approximately
    $12,973,000.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                 
|● | State
    the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
    10,664,381 as of February 1, 2019.                                                                                                                                                                                                                                          


























EXPLANATORY
NOTE



This
Amendment No. 2 to the Annual Report on Form 10-K for the year ended October 31, 2018 (as previously amended, the “Form
10-K”), is filed for the sole purpose of disclosing that the Company’s disclosure controls and procedures and its
internal control over financial reporting were not effective as of October 31, 2018. The changes herein are being made in response
to comments issued by the Securities and Exchange Commission.



Except
as specifically amended herewith, the Form 10-K remains unchanged.











ITEM
9A. CONTROLS AND PROCEDURES



Evaluation
of Disclosure Controls and Procedures



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated
to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding
required disclosure.



The
Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and
Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as
of October 31, 2018. Based upon that evaluation, and in light of the material weakness discussed below, the Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective
as of the end of the period covered by this report.



Management’s
Report on Internal Control over Financial Reporting



A
company’s internal control over financial reporting is a process designed by, or under the supervision of, a public company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”)
including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures
are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets
that could have a material effect on the financial statements.



Management
is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, with the participation
of our Chief Executive Officer and Group Financial Officer, has assessed the effectiveness of our internal control over financial
reporting as of October 31, 2018. In making this assessment, our management used the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework).



We
identified material weaknesses which are indicative of many small companies with limited staffing levels resulting in inadequate
review procedures. Based on this evaluation, management determined that our internal controls over financial reporting were
not effective at October 31, 2018. Nevertheless,errors that were detected in the
recording of financial entries were corrected prior to the completion of the financial statements included in this annual report.
Accordingly, our management has concluded that the consolidated financial statements included
herein present fairly, in all material respects, our financial position, results of operations and cash flows for the periods
presented in conformity with GAAP. Moreover, we have recently retained additional resourcesto ensure adequate segregation
of duties, sufficient review and compliance with our processes to provide reasonable assurances to prevent inaccuracies in the
recording of financial entries.  Management believes that these additional controls and procedures should remediate the identified
material weakness. Management is continuing to monitor the effectiveness of these additional procedures and controls.



We have taken remedial actions by implementing new controls over our review procedures involved in posting
and review of our financial transactions.



We
are constantly seeking ways of remediating the identified weaknesses and have started the process of introducing some controls
in the area we have identified as a material weakness within the Company.



This
annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent
registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report
in this annual report.



Changes
in Internal Control over Financial Reporting



There
was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act, that occurred
during the fiscal year ended October 31, 2018 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.





|DATE:
    April 23, 2019 | CODA
    OCTOPUS GROUP, INC.
|------------------------ | ----------------------------
|                         |                             
|                         | /s/
    Annmarie Gayle      
|                         | Chief
    Executive Officer 

















POWER
OF ATTORNEY



Each
person whose signature appears below constitutes and appoints Annmarie Gayle, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, severally, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Signature                |  | Title                                            |  | Date              
|------------------------ |  | ------------------------------------------------ |  | ------------------
|                         |  |                                                  |  |                   
|/s/
    Annmarie Gayle   |  | Chief
    Executive Officer and Chairman         |  | April
    23, 2019
|Annmarie
    Gayle       |  | (Principal
    Executive Officer)                |  |                   
|                         |  |                                                  |  |                   
|/s/
    Michael Midgley  |  | Chief
    Financial Officer                      |  | April
    23, 2019
|Michael
    Midgley      |  | (Principal
    Financial and Accounting Officer) |  |                   
|                         |  |                                                  |  |                   
|/s/
    Michael Hamilton |  | Director                                         |  | April
    23, 2019
|Michael
    Hamilton     |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/
    Per Wimmer       |  | Director                                         |  | April
    23, 2019
|Per
    Wimmer           |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/
    Mary Losty       |  | Director                                         |  | April
    23, 2019
|Mary
    Losty           |  |                                                  |  |                   
|                         |  |                                                  |  |                   
|/s/
    G. Tyler Runnels |  | Director                                         |  | April
    23, 2019