Ezralow 1994 Trust dated December 22, 1994 Bryan Form 3 Coda Octopus / Ezralow 1994 Trust dated December 22, 1994 Bryan ownership change

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^*

Ezralow Bryan

(Last) (First) (Middle)

23622 CALABASAS ROAD, SUITE 200

(Street)

CALABASAS CA 91302-1549

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2017

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

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

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

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

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

	Form filed by One Reporting Person
X	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	177,041(1)	I	By EZ MM&B Holdings, LLC
Common Stock	986,369	I	By Bryan Ezralow 1994 Trust dated December 22, 1994(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Ezralow Bryan

(Last) (First) (Middle)

23622 CALABASAS ROAD, SUITE 200

(Street)

CALABASAS CA 91302-1549

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bryan Ezralow 1994 Trust dated December 22, 1994

(Last) (First) (Middle)

23622 CALABASAS ROAD

SUITE 200

(Street)

CALABASAS CA 91302

(City) (State) (Zip)

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. These shares are owned directly by the Bryan Ezralow 1994 Trust dated December 22, 1994, a ten percent owner of the issuer, and indirectly by Bryan Ezralow as trustee of such Trust. Bryan Ezralow is a ten percent owner of the issuer.

	/s/ Bryan Ezralow	04/18/2017
	/s/ Bryan Ezralow, Trustee of Bryan Ezralow 1994 Trust dated December 22, 1994	04/18/2017
	** Signature of Reporting Person	Date
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