UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

Amendment
No. 1



(Mark
One)



[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended January 31, 2019



OR



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



For
the transition period from ______________ to ______________



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
        Incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        Number)



|9100
    Conroy Windermere Road, Suite 200, 
Windermere, Florida |  | 34786             
|---------------------------------------------------------------- |  | ------------------
|(Address
    of principal executive offices)                     |  | (Zip
    Code)    
|Registrant’s
    telephone number, including area code:          |  | (863)
    937 8985



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): [  ]



|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 Exchange Act). Yes [  ] No [X]



The
number of shares outstanding of issuer’s common stock, $0.001 par value as of March 18, 2019 is 10,671,524.


















EXPLANATORY
NOTE



This
Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 (the “Form 10-Q”), is
filed for the sole purpose of disclosing that the Company’s disclosure controls and procedures were not effective as of
January 31, 2019. 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-Q remains unchanged.













Item
4. Controls and Procedures



a)
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 January 31, 2018. Based upon that evaluation, 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.



As
disclosed previously in our Annual Report on Form 10-K, as amended, we identified material weaknesses which are indicative of
many small companies with limited staffing levels resulting in inadequate review procedures. Nevertheless,errors that were detected in the recording of financial entries were corrected prior to the completion of the financial
statements included in this quarterly 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.



(b)
Changes in Internal Controls.



There
was no change in our internal controls over financial reporting that has materially affected, or is reasonable likely to materially
affect, our internal control over financial reporting during the quarter covered by this Report.



Item 6. Exhibits



|31 | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002













SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



|                       | Coda
    Octopus Group, Inc.(Registrant)
|---------------------- | ----------------------------------------
|                       |                                         
|Date:
    May 13, 2019 | /s/
    Annmarie Gayle                  
|                       | Annmarie
    Gayle                      
|                       | Chief
    Executive Officer             
|                       |                                         
|Date:
    May 13, 2019 | /s/
    Michael Midgley                 
|                       | Michael
    Midgley                     
|                       | Chief
    Financial Officer