FWDIForward Industries

We note that proxies may be solicited by mail, in person or by telephone. Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A. Refer to Rule 14a-6(b) and (c). Please confirm your understanding in your response letter.

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Please provide the dates of employment for each of Mr. Garrett, Jr.’s jobs during the past five years.

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We note your disclosure in the last paragraph of page 6 that you may introduce substitute or additional nominees. Please confirm for us that you will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of

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Schedule 14A with respect to such nominees.

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. We note the following examples that must be supported:

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Please revise this section to define “change in control,” to clarify whether the election of the Wise Group’s nominees would constitute such a change in control under the agreements and quantify the payments due Mr. Garrett and Mr. McKenna, if any, following such a change in control.

No reply letter found.

On a related note, disclose whether the election of the Wise Group’s nominees would result in any other obligations of the company being due (i.e., debt acceleration, option vesting acceleration, other change of control payments).

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide us the support for the following:  your statement that Mr.

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Wise intends to “gain ‘creeping control’ of [the] Company without paying a premium.”  your statement that Mr. Wise intends to “perpetuate and enhance the cash flows from his multi-million dollar related party arrangement, which he fears the Board may terminate.”  your description of Mr. Johnson’s acclaim and history of creating value.  your statement that Mr. Wise has a “play for control” and is attempting to “seize and control this value for himself while the shareholder receive nothing.”

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Please note that the participant information required by Rule 14a-12(a)(1)(i) should be filed pursuant to the rule in connection with the current solicitation. The rule contemplates that the information be provided in a previously filed communication related to the current solicitation or a separate statement filed as Rule 14a-12 material. See Section II.C.1.b of SEC Release No. 33-7760.

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide us the support for the following: • your statement that Mr.

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Wise intends to "gain 'creeping control' of [the] Company without paying a premium." Forward believes its statement that Mr. Wise intends to gain "creeping control" of the Company is self-evident by virtue of his recent nomination of a slate of director candidates for election at the 2014 annual meeting of shareholders of the Company (the "Annual Meeting") and his significant ownership position in the Company. As discussed in Forward's press release issued on June 13, 2014 (the "Press Release"), Mr. Wise has publicly announced his intention to nominate a slate of four director candidatesconsisting of himself and three other individualsfor election at the Annual Meeting. The Board of Directors of Forward (the "Board") is currently comprised of seven directors. Accordingly, if the dissident slate is elected at the Annual Meeting, Mr. Wise will obtain majority representation on the Board. In addition, as the beneficial owner of just under 20% of the outstanding shares of Common Stock of Forward, Mr. Wise is already the largest shareholder of the Company. See excerpt from Amendment No.3 to Schedule 13D filed by Mr. Wise on June 6, 2014 attached hereto as Exhibit A. Accordingly, if Mr. Wise's slate of director candidates is elected at the Annual Meeting, he will effectively obtain control of Forward by virtue of his control over a majority of the Board coupled with his status as a significant, and the single largest, shareholder of the Company. The Staffis also advised on a supplemental basis that one day before the issuance of the Press Release, Mr. Wise sent a communication to the other Board members threatening to nominate additional directors in order to obtain absolute control of the Board, further evidencing Mr. Wise's intent to obtain creeping control of the Board. OLSHAN FROME WOLOSKY LLP WWW.OLSHANLAW.COM https:/ /www .edgar. sec. gov I AR/Display Document. do ?step=docOnly &accessionN umber=O ... 11/3/2015 Forward also believes its statement that Mr. Wise is seeking control "without paying a premium" is self-evident. If Mr. Wise sought to obtain control of Forward by paying a premium, he would make an offer to acquire the Company by way of a merger, tender offer or similar transaction that would result in consideration being paid to the other shareholders in exchange for their shares. Mr. Wise has never made such an offer to acquire the Company, even after being asked by other Board members whether he intends to make such an offer. To the contrary, Mr. Wise is seeking control of the Company by obtaining majority representation on the Board in a hostile election contest. If Mr. Wise were to succeed in electing all his director candidates at the Annual Meeting, he will obtain control of the Company without any of the other shareholders receiving a premium for their shares. • your statement that Mr. Wise intends to "perpetuate and enhance the cash flows from his multi-million dollar related party arrangement, which he fears the Board may terminate. " As discussed in the Press Release, Mr. Wise is a party to a multi-million dollar related-party transaction through his wholly­ owned company Forward Industries (Asia-Pacific) Corporation (the "Wise Affiliate") under which it acts as Forward's exclusive buying agent and supplier of certain products in the Asia Pacific region. See excerpt from Form 10-Q filed by Forward on May 15, 2014 attached hereto as Exhibit B. The contract was set to expire on March 11, 2014, subject to renewal. Forward believes Mr. Wise intends to leverage this related-party arrangement for his sole benefit and that he fears the Board may tem1inate it based on the negotiations between the Company and Mr. Wise with respect to the contract renewal. During these negotiations, the Board (excluding Mr. Wise) expressed concerns regarding the high cost structure of this arrangement and raised the issue of whether the contract should be terminated due to these high cost levels. Mr. Wise sought to double the amount to be paid to the Wise Affiliate during the renewal negotiations although the ultimate increase, while substantial, was less than Mr. Wise initially sought. The Board ultimately determined to renew the contract for an additional year as it believed terminating it in March could have caused harm to the Company. As discussed in the Press Release, had Mr. Wise had his way with the amount of the increase, more than the entire operating profit of the Company would be paid to the Wise Affiliate. In light of Mr. Wise's understanding that the Company was considering terminating the related­ party arrangement, his attempts to increase the fees being paid to him despite the other Board members' concerns and his nomination of a majority-slate shortly thereafter, Forward believes it has a reasonable basis for its assertion that Mr. Wise intends to "perpetuate and enhance" his related-party arrangement and that he "fears" it may be terminated by the Board. https://www.edgar.sec.gov/ AR!DisplayDocument.do ?step=docOnly &accessionNumber=O... 11/3/2015 • your description of Mr. Johnson's acclaim and history of creating value. See various news articles published by Bloomberg, Barron's and others attached hereto as Exhibit C, which provide factual support for Forward's statement that Mr. Johnson has been "acclaimed" by the press. Forward believes it has a reasonable basis to state that Mr. Johnson has a "history of creating value for shareholders." As discussed in the Press Release, Mr. Johnson was a board member of publicly traded 1-800-Contacts where he pushed for the closing of a money-losing division and ultimate sale of the business. The day prior to 1-800-Contacts' announcement of the appointment of Mr. Johnson to its board of directors in a press release issued on November 7, 2006, the shares closed at a price of$13.70 per share. See Exhibit D attached hereto. In September 2007, 1-800-Contacts was sold for approximately $350 million, or $24.25 per share, representing a 77% increase in share price. See Exhibit E attached hereto. • your statement that Mr. Wise has a "play for control" and is attempting to "seize and control this value for himself while the shareholders receive nothing. " Forward believes its statement that Mr. Wise has a "play for control" of the Company is self-evident by virtue of his recent nomination of a majority-slate of director candidates at the Annual Meeting and his significant ownership position in the Company. Reference is made to the first paragraph of the response under the first bullet above for a discussion on Forward's basis for this belief. Forward also believes its statement that Mr. Wise is attempting to "seize and control this value for himself while the shareholders receive nothing" is self-evident as Mr. Wise is not seeking to acquire the Company for value and the shareholders will not receive a premium for their shares if he succeeds in obtaining majority representation on the Board. Reference is made to the second paragraph of the response under the first bullet above for a discussion on Forward's basis for this belief. https://www.edgar.sec.gov/AR/DisplayDocument.do?step=docOnly&accessionNumber=O... 11/3/2015

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Please note that the participant information required by Rule 14a-12(a)(l)(i) should be filed pursuant to the rule in connection with the current solicitation. T7le rule contemplates that the information be provided in a previously filed communication related to the current solicitation or a separate statement filed as Rule 14a-12 material. See Section fl. C. l.b of SEC Release No. 33-7760.

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Forward acknowledges the Staffs comment and confirms its understanding that the participant information required by Rule 14a-12(a) (1 )(i) should be filed pursuant to the rule in connection with the current solicitation. * * * * * In connection with responding to the Staffs comments, a certificate signed by Forward containing the three acknowledgments requested by the Staff is attached hereto. The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.

No reply letter found.

We reissue prior comment 1 as it relates to the following:  with respect to the statement referenced in our first bullet point, please ensure that you disclose, when referring to any control gained by Mr. Wise, the fid uciary duties with which any directors have to comply and not simply imply or state that Mr. Wise’s nominees will act as he directs them to act.

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 similarly, with respect to the statement referenced in our second bullet point, clarify that any changes to the related party arrangement the company has with Mr. Wise will be subject to the company’s board determination, taken in comp liance with the board’s fiduciary duties.  confirm that any future reference to Mr. Johnson’s acclaim and history of creating value will be accompanied by context, including the fact that his “acclaim” dates back several years (in this respect, we note that one of your supporting documents is from 2001) and a clarification of whether Mr. Johnson acted alone in each instance (i.e., was he the only director at 1 -800-Contacts? Was he the only individual who conducted operations and made trading decisions at his fund?).  with respect to your statement that Mr. Wise is attempting to “seize and control this value for himself while the shareholders receive nothing,” it remains unclear what authority Mr. Wise would gain, through board membership, to control any company value for himself and what value you are referring to: if the company is not sold, would Mr. Wise or any other shareholder be entitled to any control value?

The Staff is advised that shortly after the filing of Forward’s response to the initial comment letter, Mr. Wise submitted a second nomination letter notifying the Company of his intent to nominate three additional individuals for election to the Board of Directors of the Company at the 2014 Annual Meeting of Shareholders (“Annual Meeting”). Accordingly, instead of seeking to elect a majority-slate, Mr. Wise is now seeking to replace the entire Board with himself and his designees.

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Forward believes this pattern of events clarifies and supports its view, discussed in further detail in the initial response letter, that Mr. Wise is seeking control of the Company. In addition, given the escalation of Mr. Wise’s campaign and his seeking control of the full Board, Forward believes it is reasonable for it to imply that Mr. Wise’s nominees may act as he directs them to act. Mr. Wise is free to rebut this implication in his communications to shareholders, and in doing so Forward believes it would be more appropriate for him to direct shareholders that his nominees will be subject to fiduciary duties if elected at the Annual Meeting.

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WWW.OLSHANLAW.COM similarly, with respect to the statement referenced in our second bullet point, clarify that any changes to the related party arrangement the company has with Mr. Wise will be subject to the company’s board determination, taken in compliance with the board’s fiduciary duties.

The sourcing agreement with Mr. Wise is Forward’s largest, most important agreement in terms of operational significance and dollar amount. As discussed in the initial response letter, Mr. Wise has a tremendous personal monetary interest in this related-party arrangement and he nominated a slate of directors shortly after he was unsuccessful in more than doubling his fee in the contract renewal negotiations. In light of the foregoing and the recent escalation of Mr. Wise’s campaign to replace the entire Board instead of just a majority, Forward believes it is reasonable for it to state that Mr. Wise may intend to perpetuate, protect and increase this related-party arrangement. Mr. Wise is free to rebut this assertion in his communications to shareholders, and in doing so Forward believes it would be more appropriate for him to direct shareholders that his nominees will be subject to fiduciary duties when making any decisions with respect to the related-party arrangement.

confirm that any future reference to Mr. Johnson’s acclaim and history of creating value will be accompanied by context, including the fact that his “acclaim” dates back several years (in this respect, we note that one of your supporting documents is from 2001) and a clarification of whether Mr. Johnson acted alone in each instance (i.e., was he the only director at 1-800-Contacts? Was he the only individual who conducted operations and made trading decisions at his fund?).

Forward acknowledges the Staff’s comment and confirms that it will provide appropriate context when making similar statements in the future.

with respect to your statement that Mr. Wise is attempting to “seize and control this value for himself while the shareholders receive nothing,” it remains unclear what authority Mr. Wise would gain, through board membership, to control any company value for himself and what value you are referring to: if the company is not sold, would Mr. Wise or any other shareholder be entitled to any control value?

As discussed in the responses under the first two bullets above and in the initial response letter, Forward believes it is reasonable for it to imply, particularly now that Mr. Wise has nominated a full slate of nominees, that Mr. Wise is seeking greater control of the Company. In light of Mr. Wise’s affiliate being a party to the sourcing agreement and his history of seeking to more than double the amounts paid by Forward to his affiliate, Forward believes it is reasonable to consider that if Mr. Wise’s nominees are elected, he may again seek significant increases in the sourcing fee which would benefit him personally to the detriment of all shareholders. Forward believes the escalation of Mr. Wise’s campaign to replace the entire Board instead of just a majority further clarifies and supports this belief.

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The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.

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We disagree with your analysis as it relates to the first, second and fourth bullet points in comment 1 of our June 27, 2014 comment letter and we reissue the comment.

No reply letter found.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Please provide us the support for the following:  your statement that “through its past actions, the Board has lost credibility with shareholders and lacks the mandate to continue to serve as stewards of the shareholders’ capital ahead of the 2014 Annual Meeting.”  your belief that the company’s investment with LaGrange Capital Administration and the associated strategy “is an unreasonable and inappropriate use of corporate funds that benefits Mr. Johnson at the expense of Forward’s shareholders.”  your references to Mr. Johnson’s “relentless self-dealing” and Mr. Garrett’s “weak management.”  your belief that management “may undertake a dilutive capital raise, or other extraordinary action to disenfranchise shareholders…”

While Forward respectfully disagrees with the Staff’s comment, it will disclose the fiduciary duties with which any such nominees will need to comply when referring to any control gained by Mr. Wise.

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The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments. Read in the reply ↗

With a view toward revised future disclosure, please tell us the basis upon which you believe that diluting current security holders or raising capital prior to the annual meeting would “constitute a willful neglect of fiduciary duties.”

No numbered answer found in the reply. Read the reply ↗

Please revise your proxy statement to provide consistent disclosure about the number of individuals you are nominating as well as the number of seats on the company’s board.

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We note that the company has asserted you failed to comply with the company’s bylaws in submitting your nominations and has filed a lawsuit seeking a declaratory judgment to that effect. Please disclose here, and highlight, this disagreement, the filing of the court action by the company and the consequences of a court decision on your ability to solicit proxies and on the votes being valid.

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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We note the following examples that must be supported:  that there are “significant concerns over a number of highly-questionable related party transactions and poorly conceived corporate strategies being pursued by the Company that [you] believe have obstructed the realization of shareholder value.”  that the board “as currently constituted is not taking the proper action to unlock this value for the benefit of all stockholders.”  your disclosure in each of the four bullet points under the heading “Related Party Transactions” on pages 11-12.

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Avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us with the factual support for these assertions. In this regard, please note that the factual foundation offered must be reasonable. See Rule 14a-9.

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We note the following statements:  that it is your intent to “ensure that the best interests of stockholders are the first and foremost consideration in all Board decisions and that the Board has established appropriate governance procedures determining and evaluating any significant Board action.”  that the board “has been misusing Forward’s resources and funds for its own purposes, having failed to either provide or enact a strategic vision that enhances stockholder value at Forward.”

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Please refer to the third bullet point in this section. With a view toward revised disclosure, please tell us whether any other terms of the referenced lease changed along with the rental charges. For example, was the space leased increased? Were there any additional amenities?

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Please disclose the business experience for Mr. Fine for the past five years.

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Please disclose for each proposal how unmarked proxy cards will be voted in the proxy statement and in the proxy card.

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We note the multiple methods by which proxies will be solicited. Please be advised that all written soliciting materials, including any scripts to be uses in soliciting proxies must be filed under the cover of Schedule 14A on the date of first use. Please confirm your understanding.

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We note your disclosure in the last paragraph on page 20 that you may introduce substitute or additional nominees. Advise us, with a view towards revised disclosure, whether the participants are required to identify or nominate such substitute nominees in order to comply with any applicable company advance notice bylaw.

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In addition, please confirm for us that should the participants lawfully identify or nominate substitute nominees before the meeting, the participants will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

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We note that you refer security holders to the company’s proxy statement for certain specified disclosure. You are required to provide information that will be contained in the company’s proxy statement for the annual meeting unless it is your intent to rely on Exchange Act Rule 14a-5(c). If you intend to rely on Rule 14a-5(c), please disclose that fact.

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Also, please be advised that we believe reliance on Rule 14a-5(c) before the company distributes the information to security holders would be inappropriate. Alternatively, if you determine to disseminate your proxy statement prior to the distribution of the company’s proxy statement, you must undertake to provide the omitted information to security holders. Please advise as to your intent in this regard.

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Please update this section from January 2014.

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Please revise the May 28, 2014 entry (page 7) to include the entire text of the certificate of amendment to the bylaws as filed under cover of Form 8-K on May 28, 2014.

We note that proxies may be solicited by mail, in person or by telephone. Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A. Refer to Rule 14a-6(b) and (c).

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Please confirm your understanding in your response letter.

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WWW.OLSHANLAW.COM

Forward confirms that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A.

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Refer to your disclosure that “over the past two years, a subset of the Board (from which Howard Morgan and [Mr. Wise] have been excluded) has overseen and approved a number of transactions that we disagreed with…” Disclose whether Mr. Wise and/or Mr. Morgan approved the creation of a committee of the board and whether Mr. Wise and/or Mr. Morgan voted against each related party transaction described in this section.

Please provide the dates of employment for each of Mr. Garrett, Jr.’s jobs during the past five years.

Mr. Garrett’s biographical extract has been updated to disclose the start and end dates of each of his employment positions during the past five years. See page 7 of the Schedule 14A. Read in the reply ↗

We reissue prior comment 3 as it relates to the bullet point captioned “Issuance of New 6% Senior Convertible Stock.” Your response does not provide support for the statement that the “private placement was made without any input from or (prior notice to)” Mr. Wise or Mr.

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Gordon, that the issuance “constitutes a material impairment to Forward’s existing shareholders” and that it was “intended only to dilute Forward’s common shareholders’ economic and voting power.”

We note your disclosure in the last paragraph of page 6 that you may introduce substitute or additional nominees. Please confirm for us that you will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Forward confirms that to the extent it introduces substitute or additional nominees, it will file an amended Schedule 14A that (1) identifies

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the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised Schedule 14A and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

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We note your response to prior comment 3 as it related to the bullet point captioned New dilutive issuance of convertible preferred stock.” Disclose that the basis for your stated beliefs is the allegations made by Mr. McKenna in his lawsuit against the company.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. We note the following examples that must be supported:

· that you have “increased efficiencies throughout the company.”

Forward believes a reasonable factual basis exists for making this statement based on various cost-cutting initiatives taken by management, including transitioning from an

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in-house to a third-party sourcing operation. As a result, during the period from FY2011 to FY2013, Forward reduced its sourcing costs by $0.5 million, or 29%, and improved gross margins by 4%, partially neutralizing the negative impact on margins the Company experienced due to competitive pricing pressures. During this period, operating expenses were reduced by $1.5 million, or 21%, to $5.7 million from $7.2 million. The disclosure has been revised to include these financial metrics in support of this statement. See pages 8-9 of the Schedule 14A.

that the company “has stabilized financially and strengthened its industry position.”

Forward believes a reasonable factual basis exists for making this statement based on its improved financial performance, including the return to profitability in FY2013 which is already disclosed in this section of the Schedule 14A, as well as the improved efficiencies discussed in the response in the prior paragraph. In addition, during the period from FY2011 to FY2013, revenues increased by $8.1 million, or 35%, to $30.9 million from $22.8 million. Forward also improved its operating results by $2.8 million, by generating a $0.7 million operating profit for FY2013 as compared to a $2.1 million operating loss in FY2011. The disclosure has been revised to include these financial metrics in support of this statement. See pages 8-9 of the Schedule 14A.

See Exhibit A for a Consolidated Statement of Operations and Comprehensive Loss for the Fiscal Years Ended September 30, 2013 and 2011 providing support for the foregoing financial metrics.

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We note your response to prior comment 5. Please tell us whether Mr. Wise or Mr. Morgan, as directors, have access to the lease agreement and related documentation besides the publicly filed documents.

Please revise this section to define “change in control,” to clarify whether the election of the Wise Group’s nominees would constitute such a change in control under the agreements and quantify the payments due Mr. Garrett and Mr. McKenna, if any, following such a change in control.

The disclosure has been revised to include the definition of “change in control” under Mr.

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Garrett’s employment agreement, to clarify that the election of the Wise Group’s nominees would constitute a “change in control” under his agreement and to describe and quantify the payments that would be due to him under certain circumstances following such a “change in control” under his agreement. See pages 20-21 of Schedule 14A.

As already disclosed in the Schedule 14A, Forward terminated the employment of Mr. McKenna on August 19, 2014. Mr. McKenna’s employment agreement was terminated in connection therewith. Therefore, Mr. McKenna is not entitled to any “change in control” payments. Accordingly, Forward believes this comment is inapplicable as it relates to Mr. McKenna.

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We reissue prior comment 7. Please disclose at the end of each proposal in the proxy statement how unmarked proxy cards will be voted.++

On a related note, disclose whether the election of the Wise Group’s nominees would result in any other obligations of the company being due (i.e., debt acceleration, option vesting acceleration, other change of control payments).

The disclosure has been revised to state that the election of the Wise Group’s nominees could result in the redemption of the Company’s Convertible Preferred Stock. Forward is not aware of any other obligations that would be triggered as a result of the election of the Wise Group’s nominees.

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See page 24 of Schedule 14A.

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In connection with responding to the Staff’s comments, a certificate signed by Forward containing the three acknowledgments requested by the Staff is attached hereto.

The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as to whether the Staff has any further comments.

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Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

We have reviewed your letter dated March 8, 2010 commenting on registrant’s above-referenced Form 10-K and Form 10-Q, and our responses are set forth below. For your convenience, preceding each response we have set forth the related comment made in your letter in italics. Where registrant proposes revised disclosure in its future filings in response to the comment, the proposed textual changes are presented in bold faced font. Since your accounts receivable credit risk lies with your OEM customers’ contract manufacturers, please expand your discussion of credit risk to address the payment history of both your OEM customers and their contract manufacturers.

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In our past disclosures relating to credit risk, we have thought it appropriate to clarify that ultimate risk of non-payment did not necessarily lie with our OEM “customer” when that customer’s arrangements with its contract manufacturer resulted in registrant’s shipments to, and accounts receivable from, the contract manufacturer. However, by drawing this distinction, we did not thereby wish to create the implication that the actual payment history of contract manufacturers that registrant has experienced over the years has in any way been unacceptable or created payment or collection issues different from that of our OEM customers. Both OEM customers and contract manufacturers have historically performed quite satisfactorily and substantially in accordance with the terms of purchase orders. Form 10-K, we propose the following revised disclosure under Item 1 with regard to Credit Risk (text describing contract manufacturers has been moved into the first paragraph so that the second paragraph refers equally to OEM customers and contract manufacturers): We generally sell our products on 60to 90-day credit terms customary in the industry. Our significant OEM customers are large, multi-national companies with good credit histories. When we ship product to our OEM customer’s designated contract manufacturer and invoice such manufacturer (and not the OEM customer), even though our order flows originate with and depend on our relationship with the OEM, our accounts receivable credit risk lies with the contract manufacturer. Our OEM customer does not guarantee the credit of the contract manufacturer to whom the OEM requests us to ship our carrying case products, and such order volumes may be significant from time to time. In most cases, these contract manufacturers are themselves large multinational enterprises with good credit. Historically, we have not had significant credit or collection problems with our OEM customers or their contract manufacturers. None of these customers or their contract manufacturers is or has been in default to us, and payments are generally received from them on a timely basis. Two customers, including their affiliates or contract manufacturers, accounted for approximately XX% and XX% of the Company's accounts receivable at September We note that you maintain a credit facility and have agreed to certain financial covenants in connection with the facility. As such, please disclose here and in your financial statement footnotes the specific terms of any material debt covenants in your debt agreements. In addition, please revise to indicate your debt covenant compliance status as of the most recent period-end. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350. Swiss subsidiary Forward Innovations GmbH (FI) has been in compliance in all material respects with covenants under its credit facility during the term thereof. Under the terms of the facility the bank had the right to terminate the facility: (i) if payment of interest and principal was not made within 30 days of the date due; (ii) upon bankruptcy of FI; (iii) bank assessment that FI’s asset and/or revenue outlook had deteriorated significantly; (iv) upon a change of control of FI; (v) upon a merger and/or acquisition or transfer of significant assets to a third party on the part of FI; or (vi) FI’s audit report contains a material qualification. The credit facility did not obligate FI to comply with any financial ratios or tests or other financial covenants. It should be noted that the credit facility expired in accordance with its terms on December 31, 2009, and we believe that it is likely that the facility will be replaced with a simple letter of credit as the means to satisfy the requirements of the freight forwarder acting on registrant’s behalf in the Netherlands. In our future filings on Form 10-K and Form 10-Q, we propose the following expanded disclosure under Item 7 relating to registrant’s MD&A disclosures (changes to the disclosures set forth in the 10-K for the fiscal year ended September 30, 2009, are identified in bold) and such disclosures will be included in registrant’s Form 10-Q filings, in each case to the extent applicable. To the extent applicable, registrant will revise its disclosures in the footnotes to its financial statements to be consistent with those proposed for inclusion in its MD&A. In addition, assuming the credit facility is not renewed, as noted above, such revised disclosure will be relevant only to balance sheet dates in respect of past reporting periods and not prospectively. Insofar as we do not believe that registrant falls within either of the two scenarios referred to in Section IV.C of Interpretative Release No. 33-8350, we respectfully submit that it is not necessary to provide greater detail than that included in the proposed, revised disclosure set forth below: [This disclosure will be recast as historical rather than current.]Forward Innovations maintains a credit facility with a Swiss bank that provides for an uncommitted line of credit in the maximum amount of $400,000. Amounts borrowed under the facility may be structured as a term loan or loans, with a maximum repayment period of 12 months, or as a guarantee facility, or any combination of the foregoing. Either party may terminate the facility at any time; however, such termination would not affect the stated maturity of any term loan outstanding under the facility. Amounts borrowed other than as a term loan must be settled periodically or converted into term loans. In connection with this facility, Forward Innovations agreed to certain customary financial covenants, with which we believe it has been in compliance in all material respects. Such covenants do not include any financial ratios or other financial tests. Amounts drawn under this credit facility bear interest at variable rates [...] Consolidated Statements of Cash Flows, page 31 Please present the effect of exchange rate changes on cash balances held in foreign currencies as a separate part of the reconciliation of the change in cash and cash equivalents during the period. See FASB ASC 830-230-45-1. Form 10-K and Form 10-Q, we propose to present the effect of exchange rate changes on cash balances held in foreign currencies within our Consolidated Net income................................................................................... Adjustments to reconcile net income to net cash provided by operating activities: Changes in operating assets and liabilities: cash provided by operating activities................................................................... XX cash provided by investing activities................................................................... cash provided by financing activities................................................................... Effect of exchange rate changes on cash.................................... Net increase in cash and cash equivalents.................................................................. Cash and cash equivalents at beginning of period.................................................... and cash equivalents at end of period............................................................... Please disclose the types of the expenses that you include in the cost of goods sold line item as well as the types of expenses that you include in the selling and general and administrative expenses line items. Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribution network in the cost of goods sold line item. With the exception of warehousing costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose: in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented, and in MD&A that your gross profit may not be comparable to those of other entities, since some entities include all of the costs related to their distribution network in cost of goods sold and others like you exclude a portion of them from gross profit. While we have in our filings on Form 10-K and 10-Q routinely included disclosures in the “gross profit” discussion in the MD&A of certain components of cost of goods sold that impacted gross profit amounts, such as the costs of operating our Hong Kong distribution and QA facility, registrant agrees that more precise delineation of the types of expenses it includes in COGS as distinct from SG&A line items will enhance clarity in our disclosures. All expenses incurred in operating our Hong Kong distribution and QA facility are included in COGS, including salary and related expense of persons employed by the facility. Insofar as the comment relates to SG&A expense, registrant’s accounting policies, practices, and financial statement presentation are in accordance with US GAAP. As to the last question (and related bullet points) in the comment, registrant does not exclude any portion of the enumerated costs from COGS. 10-K and Form 10-Q, we propose the following expanded accounting policy in our footnotes to our consolidated financial statements with regard to our shipping and handling costs. Company expenses shipping and handling costs (including inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs associated with the Company’s distribution network) as a component of cost of goods sold in the accompanying consolidated statements of operations. Please disclose the line item(s) in which you include depreciation and amortization. If you do not allocate a portion of your depreciation and amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include revising the cost of goods sold title and removing the gross profit subtotal throughout the filing. In its accounting policies and practices, registrant includes depreciation and amortization expense attributable to property, plant and equipment used in connection with its production activities in its cost of goods sold line item. Registrant includes depreciation and amortization expense attributable to property, plant and equipment used in connection with selling and administrative functions in the footnotes to our consolidated financial statements with regard to our property, plant and equipment: Property, plant and equipment consist of furniture, fixtures and equipment, and leasehold improvements and are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property, plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated useful life for furniture, fixtures and equipment ranges from three to ten years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. For the fiscal years ended September 30, 20XX and 20XX, the Company recorded approximately $XXXX and $XXXX of depreciation and amortization expense, respectively. Depreciation and amortization for production related property, plant and equipment is included as a component of costs of goods sold in the accompanying consolidated statements of operations. Depreciation and amortization for selling and general and administrative related property, plant and equipment, is included as a component of operating expenses in the It is not clear how you met the disclosure requirements set forth in FASB ASC 740-10-50-15 and 740-10-50-19. Please advise or revise your disclosures in future filings accordingly. Registrant’s policy is to account for interest and penalties related to income taxes in its statement of operations. The registrant has not incurred any such interest or penalties in at least five years and likely much longer. 10-K and Form 10-Q, in order to address the comment relating to FASB ASC 740-10-50-15, we propose the following expanded disclosure relating to registrant’s accounting policies in our footnotes to our consolidated financial statements : Company accounts for its income taxes in accordance with the generally accepted accounting principles in the U.S. which requires, among other things, recognition of future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss carryforwards to the extent that realization of these benefits is more likely than not. The Company periodically evaluates the realizability of its net deferred tax assets. The Company’s policy is to account for income tax related interest and penalties, if any, in income tax expense in the statement of operations. For the periods presented in the accompanying statements of operations no income tax related interest or penalties were assessed or recorded. In our future filings on Form 10-K and Form 10-Q, in order to address the comment relating to FASB ASC 740-10-50-19, we also propose the following revision to the footnote to our consolidated financial statements captioned “INCOME TAXES”: Company’s effective tax rate does not approximate the statutory United States federal income tax rate primarily due to the establishment of the valuation allowance and tax rate differentials in respect of United States state and foreign taxes. As of September 30, 2009, the Company has no unrecognized tax benefits related to federal and state income tax matters. If ultimately recognized, the Company does not anticipate any material increase in the effective tax rate during Fiscal 2009 relative to any tax positions taken prior to Fiscal 2009. As of September 30, 2009, the Company has not accrued for interest and penalties related to uncertain tax positions. It is the Company’s policy to recognize interest and/or penalties, if any, related to income tax matters in income tax expense in the statement of operations. For the periods presented in the accompanying statements of operations no income tax related interest or penalties were assessed or recorded. Note 13 – Operating Segment Information, page 43 Please enhance your disclosure to separately disclose the amount of revenues from external customers and long-lived assets attributed to your country of domicile as well as any individual foreign countries, to the extent they are material, for each period presented. Refer to FASB ASC 280-10-50-41. 10-K, we propose the following expanded footnotes disclosures to our consolidated financial statements with regard to information about geographic areas: The following table presents net sales related to these geographic segments (Revenue by geographic region, attributed to countries based on the domicile of the bill-to customer): China........................................ Germany................................... Total net sales............................ Assets (Net of Accumulated Depreciation and Amortization) Identifiable long-lived assets, consisting entirely of property, plant and equipment, by geographic region are as follows: Exhibit 31 – Certifications note that you have made certain modifications to the certifications in exhibits 31.1 and 31.2 to the September 30, 2009 Form 10-K and December 31, 2009 Form 10-Q. Specifically, the certifying individuals included their titles in the introductory sentence of the certifications. In addition, the certifications include references to “Forward” instead of “registrant”. Please remove the certifying individuals’ titles from the introductory sentence of the certifications and revise your certifications to conform to the format provided in Item 601(b)(31) of Regulation S-K In its filings on Form 10-K and Form 10-Q made subsequent to the date hereof, Registrant will present the certifications required by Rule 13a-14(a) or Rule 15d-14(a) in the form set forth in Appendix 1 annexed hereto, which eliminates reference to the title of the certifying individual and which, other than defining the registrant, refers to Forward only as “registrant”. Controls and Procedures revise your disclosures in future filings to clarify the period you are referring to. For example, the use of “as of the end of the 2010 Quarter” does not clearly indicate that you are referring to the period ended December 31, its disclosures with respect to Item 9A and 9A(T) of Form 10-K and Item 4 of Form 10-Q, registrant had adopted the practice of importing defined terms used in the filing for comparing year-over-year results for MD&A purposes (such definitions being set forth elsewhere in the filing). In its subsequent filings registrant will discontinue this practice so as to clearly indicate the calendar period to which the required evaluation relates. connection with this letter Forward Industries acknowledges that: Forward is responsible for the adequacy and accuracy of the disclosures in its filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Forward may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the If you should have any further comments or would like to discuss any of the responses above, please contact me at your convenience.

One letter for all the questions, without numbered answers. Read the reply ↗

Since your accounts receivable credit risk lies with your OEM customers’ contract manufacturers, please expand your discussion of credit risk to address the payment history of both your OEM customers and their contract manufacturers.

See the reply above.

We note that you maintain a credit facility and have agreed to certain financial covenants in connection with the facility. As such, please disclose here and in your financial statement footnotes the specific terms of any material debt covenants in your debt agreements. In addition, please revise to indicate your debt covenant compliance status as of the most recent period-end.

Rest of the question

See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350.

See the reply above.

Please present the effect of exchange rate changes on cash balances held in foreign currencies as a separate part of the reconciliation of the change in cash and cash equivalents during the period. See FASB ASC 830-230-45-1.

See the reply above.

Please disclose the types of expenses that you include in the cost of goods sold line item as well as the types of expenses that you include in the selling and general and administrative expenses line items. Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribution network in

Rest of the question

the cost of goods sold line item. With the exception of warehousing costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose: • in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented, and • in MD&A that your gross profit may not be comparable to those of other entities, since some entities include all of the costs related to their distribution network in cost of goods sold and others like you exclude a portion of them from gross profit.

See the reply above.

Please disclose the line item(s) in which you include depreciation and amortization. If you do not allocate a portion of your depreciation and amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include revising the cost of goods sold title and removing the gross profit subtotal throughout the filing.

See the reply above.

It is not clear how you have met the disclosure requirements set forth in FASB ASC 740-10-50-15 and 740-10-50-19. Please advise or revise your disclosures in future filings accordingly.

See the reply above.

Please enhance your disclosure to separately disclose the amount of revenues from external customers and long-lived assets attributed to your country of domicile as well as any individual foreign countries, to the extent they are material, for each period presented. Refer to FASB ASC 280-10-50-41.

See the reply above.

We note that you have made certain modifications to the certifications in exhibits 31.1 and 31.2 to the September 30, 2009 Form 10-K and December 31, 2009 Form 10-Q. Specifically, the certifying individuals included their titles in the introductory sentence of the certifications.

Rest of the question

In addition, the certifications include references to “Forward” instead of “registrant.” Please remove the certifying individuals’ titles from the introductory sentence of the certifications and revise your certifications to conform to the format provided in Item 601(b)(31) of Regulation S-K.

See the reply above.

Please address the above comments in your interim filings as well, as applicable.

See the reply above.

Please revise your disclosures in future filings to clarify the period you are referring to. For example, the use of “as of the end of the 2010 Quarter” does not clearly indicate that you are referring to the period ended December 31, 2009. * * * * Please respond to these comments within 10 business days, or tell us when you will provide us with a response.

Rest of the question

Please provide us with a response letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments.

See the reply above.

Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

I have reviewed this [Quarterly

Report/Annual Report][as applicable] on Form 10‑[Q][K][as applicable] for the [three months][fiscal year][as applicable] ended [balance sheet date to which filing relates], of Forward Industries, Inc.

(“registrant”); Read in the reply ↗

We note your response to comment four from our letter dated March 8, 2010. Please confirm in your supplemental response that the effect of exchange rate changes was not material to the years ended September 30, 2009 and 2008 and the quarterly period ended December 31, 2009.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Read in the reply ↗

We have reviewed your response to comment nine from our letter dated March 8, 2010. The proposed disclosure in your certifications omits the internal control over financial reporting language from the introductory portion of paragraph 4.

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Paragraph 4 should state “The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) for the registrant and have:”. Please revise accordingly. In addition, please ensure that you refer to the annual or quarterly report in paragraph 1, as appropriate. * * * * Please respond to these comments within 10 business days, or tell us when you will provide us with a response. Please provide us with a response letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report; Read in the reply ↗