SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

REID JASON LEE

(Last)

(First)

(Middle)

164 WEST 25TH STREET, 6TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2008

3. Issuer Name and Ticker or Trading Symbol
Coda Octopus Group, Inc. [ CDOC.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		President

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/21/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $0.001	501,479	D
Common Stock, Par Value $0.001	19,523,251	I	Fairwater Technology Group Ltd.⁽¹⁾
Common Stock, Par Value $0.001	280,720	I	Softworks Business Systems Solutions Ltd.⁽²⁾
Common Stock, Par Value $0.001	172,540	I	Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	09/20/2007	05/01/2009	Common Stock	400,000	$1	D
Warrants	09/20/2007	05/05/2012	Common Stock	1,373,209	$1.3	I	Fairwater Technology Group Ltd.⁽¹⁾
Warrants	09/20/2007	05/05/2012	Common Stock	1,373,209	$1.7	I	Fairwater Technology Group Ltd.⁽¹⁾
Warrants	09/20/2007	05/05/2012	Common Stock	25,000	$1.3	I	Softworks Business Systems Solutions Ltd.⁽¹⁾
Warrants	09/20/2007	05/05/2012	Common Stock	25,000	$1.7	I	Softworks Business Systems Solutions Ltd.⁽¹⁾

Explanation of Responses:

1. The Reporting person may be deemed to be a control person of this entity.

2. The Reporting person may be deemed to be a control person of this entity.

	/s/ Jason Reid	06/30/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.