Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Coda
Octopus Group Inc.
(Name of
Issuer)
Common
Stock, $.001 par value
(Title of
Class of Securities)
19188U107
(CUSIP
Number)
Michael
O’Leary Collins
Greenhouse
Investments Limited
12-14
David Place
St.
Helier
Jersey
JE24TD
(011(0)
1534 760 167
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
with a
copy to:
Louis
A. Brilleman, Esq.
110
Wall Street, 11th
Floor
New
York, New York 10005
Telephone: (212)
709-8210
November
9, 2009
(Date of Event Which Requires Filing of this Statement)
(Date of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box .
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes
).
Page 1
of 5 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenhouse
Investments Limited
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or 2(e)
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
20,503,421
|
|
|
8
|
SHARED
VOTING POWER
|
-0-
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
23,299,839
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
-0-
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,299,8
39
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.98%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|||
Page 2
of 5 Pages
Item
1. Security
and Issuer.
The class
of equity securities to which this Schedule 13D relates is the common stock, par
value $.001 per share (the “Common Stock ”), of Coda Octopus Group Inc., a
Delaware corporation (the “ Issuer ”). The address of the principal
executive offices of the Issuer is West 25th Street,
6R, New York, NY 10001.
Item
2. Identity
and Background.
Greenhouse
Investments Limited (“Greenhouse” or the “Reporting Person”) is a corporation
organized under the laws of Jersey.
Greenhouse
has not (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding subject to a judgment, decree or final order enjoining future
violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source
and Amount of Funds or Other Consideration.
On
November 9, 2009, Greenhouse completed a transaction with Jason Reid, a director
and former executive officer of the Issuer, pursuant to which it acquired from
Mr. Reid 20,503,421 shares of Common Stock. Also included in the
transaction were warrants to purchase an additional 2,796,418 shares of Common
Stock held by two entities controlled by Mr. Reid. Consideration for
the securities consisted of grant of a contractual interest in promissory notes
having a face value of $1,000,000 and listing the Issuer as payor.
Item
4. Purpose
of Transaction.
The
Reporting Persons acquired the Common Stock for investment purposes. The
Reporting Persons may, from time to time, depending upon market conditions and
other factors deemed relevant by the Reporting Persons, acquire additional
shares. The Reporting Person reserves the right to, and may in the future choose
to, change its purpose with respect to such investment and take such actions as
it deems appropriate in light of the circumstances including, without
limitation, to dispose of, in the open market, in a private transaction or by
gift, all or a portion of the shares of Common Stock which it now beneficially
owns or may hereafter acquire.
Page 3
of 5 Pages
At
the date of this Statement, the Reporting Persons, except as set forth in this
Statement, have no plans or proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of the board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other material change in the Issuer’s business or corporate
structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those actions enumerated above.
Item
5. Interest
in Securities of the Issuer.
As of the
date of this report, Greenhouse has sole power to vote or direct the vote of,
and to dispose or direct the disposition of, 23,299,839 shares of Common Stock,
including 2,796,418 shares issuable upon exercise of warrants. As a
result, Greenhouse beneficially owns an aggregate of 23,299,839 shares of Common Stock,
which represents approximately 44,98% of the Common Stock outstanding as of
October 15, 2009, as reported in the Form 10-Q of the Issuer, filed with the
Securities and Exchange Commission on that date.
Except as
set forth herein, Greenhouse has not executed any transactions in the Issuer’s
securities during the last 60 days.
| Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Except as
set forth in the Contribution Agreement, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with respect to the
securities of the Issuer.
| Item 7. Material to be Filed as Exhibits. |
None.
Page 4
of 5 Pages
|
SIGNATURE
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Greenhouse Investments Limited | |||
|
By:
Andium Trust Company Limited, its Secretary
|
|||
|
November
16, 2009
|
By:
|
/s/ Anton Swemmer | |
| Director | |||
Page 5
of 5 Pages