UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2021

☐ 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

34-2008348

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CODA		Nasdaq

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 ☒ 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 ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of issuer’s common stock, $0.001 par value as of September 14, 2021 is 10,857,195.

INDEX

	Page
PART I - Financial Information	3

Item 1: Financial Statements	3

Consolidated Balance Sheets as of July 31, 2021 (Unaudited) and October 31, 2020	4

Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended July 31, 2021 and 2020 (Unaudited)	6

Consolidated Statements of Changes in Stockholders’ Equity for the Three, Six and Nine Months Ended July 31, 2021 and 2020 (Unaudited)	7

Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2021 and 2020 (Unaudited)	8

Notes to Unaudited Consolidated Financial Statements	9

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3: Quantitative and Qualitative Disclosures about Market Risks	38

Item 4: Controls and Procedures	38

PART II - Other Information	39

Item 1: Legal Proceedings	39

Item 1A: Risk Factors	39

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3: Default Upon Senior Securities	39

Item 4: Mine Safety Disclosures	39

Item 5: Other Information	39

Item 6: Exhibits	39

Signatures	40

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Consolidated Financial Statements

For the Three Months Ended July 31, 2021 and 2020

Contents

Consolidated Balance Sheets as of July 31, 2021 (Unaudited) and October 31, 2020	4

Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months ended July 31, 2021 (Unaudited) and 2020 (Unaudited)	6

Consolidated Statements of Changes in Stockholders’ Equity for the Three, Six and Nine Months ended July 31, 2021 (Unaudited) and 2020 (Unaudited)	7

Consolidated Statements of Cash Flows for the Nine Months ended July 31, 2021 (Unaudited) and 2020 (Unaudited)	8

SEC Form 10-Q filed by Coda Octopus Group, Inc.