UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A



(Mark
One)



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



For
the quarterly period ended April 30, 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 |  | (I.R.S.
    Employer      
|Incorporation
    or organization)  |  | Identification
    Number)



|3300
    S Hiawassee Rd., Suite 104-105, Orlando, Florida |  | 32835             
|--------------------------------------------------------- |  | ------------------
|(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 June 13, 2019 is 10,671,524


















EXPLANATORY
NOTE



This
Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter ended April 30, 2019 (the “Form 10-Q”), is filed
for the sole purpose of correcting a typographical error on the cover page of the Form 10-Q with respect to the number of shares
outstanding. The corrected language reads as follows:



“The
number of shares outstanding of issuer’s common stock, $0.001 par value as of June 13, 2019 is 10,671,524”



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











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:
    July 3, 2019 | /s/
    Annmarie Gayle                  
|                       | Annmarie
    Gayle                      
|                       | Chief
    Executive Officer             
|                       |                                         
|Date:
    July 3, 2019 | /s/
    Michael Midgley                 
|                       | Michael
    Midgley                     
|                       | Chief
    Financial Officer