Exhibit
31




CHIEF
EXECUTIVE OFFICER CERTIFICATION




I, Jason
Reid, certify that:




1. I have
reviewed this quarterly report on Form 10-Q of Coda Octopus Group,
Inc.:




2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of circumstances under which such statements were made, not misleading
with respect to the period covered by this report.




3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operation and cash flows of the registrant as of, and for,
the periods presented in this report.




4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:




a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;




c)
Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




d)
Disclosed in this report any change in the registrant's internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and




5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the Registrant's board of
directors (or persons performing the equivalent functions):




a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information: and




b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.




Date:
      June 19, 2009
              /s/ Jason ReidJason
      ReidPresident
      and Chief Executive
Officer








CHIEF
FINANCIAL OFFICER CERTIFICATION




I, Jody
Frank, certify that:




1. I have
reviewed this quarterly report on Form 10-Q of Coda Octopus Group,
Inc.:




2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of circumstances under which such statements were made, not misleading
with respect to the period covered by this report.




3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operation and cash flows of the registrant as of, and for,
the periods presented in this report.




4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:




a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;




c)
Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




d)
Disclosed in this report any change in the registrant's internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and




5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the Registrant's board of
directors (or persons performing the equivalent functions):




a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information: and




b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.




Date:
      June 19, 2009
                  /s/ Jody E. FrankJody
      E. FrankChief
      Financial
Officer