Coda Octopus Group, Inc. — Director's Dealing 2008

Aug 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Coda Octopus Group, Inc. (CDOC.OB)
CIK: 0001334325
Period of Report: 2008-08-14

Reporting Person: REID JASON LEE (Director, Chief Executive Officer, 10% Owner, & President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-14	Options	$1.30	A	0	Acquired	2013-08-14	Common Stock (25500)	Direct
2008-08-14	Options	$1.30	A	0	Acquired	2013-08-14	Common Stock (24750)	Direct
2008-08-14	Options	$1.30	A	0	Acquired	2013-08-14	Common Stock (24750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.001 par value	20503421	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$1.0	2009-05-01	Common Stock (400000)	0	Direct
Warrants	$1.30	2012-05-05	Common Stock (1373209)	0	Indirect
Warrants	$1.70	2012-05-05	Common Stock (1373209)	0	Indirect
Warrants	$1.30	2012-05-05	Common Stock (25000)	0	Indirect
Warrants	$1.70	2012-05-05	Common Stock (25000)	0	Indirect

Footnotes

F1: Includes 23,367 shares currently acquired and 501,479 shares that are owned by the Reporting Person directly. In addition,
includes 19,523,251 shares held by Fairwater Technology Group Ltd. Also includes 280,720 shares that are registered in the
name of Softworks Business Systems Solutions Ltd. and that were previously reported and 2,067 shares that were not
previously reported. The Reporting Person is deemed to be the control person of these two entities. The remaining 172,540
shares are indirectly owned through his Spouse.

F2: Immediately