FWDIForward Industries

In light of your disclosure that you are exiting the global retail business, with a view towards future disclosure, please explain to us the statement that as part of your strategy to develop a global retail distribution capability, you are reinvesting in both staff and infrastructure at Forward Switzerland.

No reply letter found.

We note, among other things, that one of your suppliers has accounted for more than half of your product purchases in both fiscal years 2011 and 2012. In future filings please disclose, to the extent material, the names of your principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.

No reply letter found.

We note that your Form 10-K states that information required by Part III will be incorporated by reference to your 2012 definitive proxy statement. As the definitive proxy statement was not filed within 120 days of the end of your fiscal year, please amend your Form 10-K to include the required Part III information. For guidance, please see General Instruction G(3) of Form 10-K.

The Company filed an amendment to its Form 10-K on March

7, 2013. Read in the reply ↗

We note that in response to comment two of our letter dated February 8, 2013 you state that your suppliers are “independent suppliers in China, with names generally unknown and not material to investors.” Please explain why you believe that the names of your principal suppliers would not be material to investors in light of your disclosure that you purchased 90% of your OEM products from four suppliers in fiscal

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years 2011 and 2012, and that one such supplier has accounted for more than half of your purchases in both fiscal years. If you claim that disclosing the names of principal suppliers, as required by Item 101(h)(4)(v) of Regulation S-K, may result in substantial competitive harm, please note that absent unusual circumstances, you may not seek confidential treatment of disclosure required by Regulation S-K or any other applicable disclosure requirements, regardless of the availability of an exemption under FOIA. We may have additional comments following the review of your response. For guidance, please refer to Section II.B.2 of Legal Staff Bulletin No.1 (with Addendum) dated February 28, 1997.

We respectfully acknowledge the Staff's comment with respect to the identification of our suppliers. In our future filings on Form 10-K, we propose to expand this disclosure under Item 1 with regard to our suppliers by providing information that identifies each supplier by a reference such as Supplier A or Supplier B, without providing each supplier’s name.

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We believe the names of our suppliers are not material in that they are small, local, independent companies in China which are unknown to

United States’ investors, and as such, the names of local factories in China would not be meaningful to United States’ investors. We believe providing additional information by referencing each supplier as Supplier A, Supplier B, and so forth, will provide the information that is material to investors.

The Company acknowledges that:

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to these filings; and the company 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 United States.

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 note that on March 7, 2013 you filed an amendment to your Form 10-K for the fiscal year ended September 30, 2012; however, you did not include the certifications of your principal executive officer and principal financial officer required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act. Please re-file the amendment to your Form 10-K, to include also such certifications.

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Given the nature of the reasons for the amendment, paragraphs 3, 4 and 5 may be omitted from the certifications that are filed with the amendment. For guidance, please see Question 161.01 of the Compliance and Disclosure Interpretations for Exchange Act Rules.

We respectfully acknowledge the Staff’s comment regarding the certifications of the principal executive officer and principal financial officer required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act. We have re-filed the amendment to the Form 10-K to include such certifications with paragraphs 3, 4 and 5 omitted. Read in the reply ↗

We note your response to comment two in our letter dated March 1, 2013. In addition we also note your disclosure that Forward Industries Asia-Pacific Corporation, a related party, acts as your exclusive buying agent and supplier of your products in accordance with the terms of the March 12, 2012 Buying Agency and Supply Agreement (Exhibit 10.9 to your annual report).

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Please confirm that the procurement of all of your products from the Chinese suppliers, including the one supplier which accounted for approximately 54% and 58% of your OEM product purchases in fiscal years 2012 and 2011, is done by Forward Industries Asia-Pacific as your exclusive agent and supplier responsible for sourcing, manufacturing and exportation of your products in the Asia Pacific Region. We may have additional comments following review of your response.

We respectfully acknowledge the Staff’s comment with respect to the buying agent and supplier of our products. We confirm that since March 12,

2012, the date the Company entered into the Buying Agency and Supply Agreement

(the “Agency Agreement”), Forward Industries Asia-Pacific Corporation (f/k/a

Seaton Global Corporation) has acted as the Company’s exclusive agent responsible for performing sourcing, quality assurance and logistical services for the Company’s products in the Asia Pacific Region.

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Prior to its entry into the Agency Agreement, the Company, through a dedicated wholly-owned subsidiary, conducted these activities. Under both of these arrangements, the Company, through other wholly-owned subsidiaries, purchased and continues to enter into commercial purchase transactions directly with its suppliers. The terms of the

Agency Agreement provide for Forward Industries Asia Pacific Corporation to enter into commercial purchase transactions directly with the Company’s suppliers and then enter into corresponding commercial sale transactions with the Company; however, the Company and Forward Asia Pacific Corporation have not yet implemented this, although the Company anticipates doing so shortly.

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In future filings, please ensure that you identify this agreement and not Exhibit 10.8 (Memorandum of Understanding) as having portions omitted pursuant to a confidential treatment filed with the Commission.

We respectfully acknowledge the Staff’s comment with respect to Exhibits 10.8 and 10.9, the Memorandum of Understanding and the Agency

Agreement, respectively. We note that we have previously requested confidential treatment for both Exhibits 10.8 and 10.9, and in future filings will also identify the Agency Agreement as having portions omitted pursuant to a confidential treatment request filed with the Commission. The exhibit list in the current filing has been updated to reflect this correction. Read in the reply ↗

Please tell us and in future filings disclose the period(s) during which Messrs. Morgan and Wise have served as directors of the company. Refer to Item 401(a) of Regulation S-K.

Company. In future filings we will disclose that Messrs. Morgan and Wise have served as directors of the Company since February 2012. Read in the reply ↗

In the “Narrative Disclosure to the Summary Compensation Table” on page 6 you disclose that for fiscal year 2011 the compensation committee determined that no performance or discretionary bonuses were earned by Messrs. Johnson and McKenna; however, your disclosure is silent with respect to the 2012 compensation.

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Since McKenna appears to have received an $86,228 bonus in fiscal year 2012, supplementally please provide us with a brief narrative disclosure of compensation committee’s decision making process in granting this award. We also note that prior to Mr. McKenna’s amendment of its employment agreement in November 8, 2012, his bonus was determined upon achievement of certain financial targets set by the compensation committee.

We respectfully acknowledge the Staff’s comment. As disclosed in the Employment Agreements section on page 8, the Compensation

Committee of the Company approved an amendment to Mr. McKenna’s Employment

Agreement, pursuant to which Mr. McKenna was entitled to receive a bonus in connection with his relocation from California to Florida at the Company’s request pursuant to the move of the Company’s executive offices to West Palm

Beach, Florida from Santa Monica, California. As disclosed, the Amendment provided for a bonus payment to Mr.

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McKenna in the amount of $172,456, less applicable withholdings and deductions, all subject to the provisions provided in the amendment to the Employment Agreement, including that up to one-half of such bonus payment may be applied to reduce future bonuses due to Mr. McKenna, if any, on or prior to September 2014. Half of the $172,456, or $86,228, is reflected in the summary compensation table as earned in 2012. The other half will be reflected in the summary compensation table for future periods.

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Based on your footnote (4) disclosure, it appears that you have only disclosed the 160,000 option grants received by Mr. Garrett for his consulting services, which ended on February 2012. Considering that he also received a 140,000 option grant following his appointment as Chief Executive Officer of the Company on March 1, 2012, it appears that this later grant should have also been included in the summary

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compensation table pursuant to the requirements of Item 402(n)(2)(vi) of Regulation S-K. Please advise, or otherwise supplementally provide us with a revised summary compensation table to include the 140,000 option grant, and reflect the necessary changes in your future filings.

We respectfully acknowledge the Staff’s comment with respect to the summary compensation table and confirm that the option award amount for Mr. Garrett includes the grant of 140,000 options. We have provided the table on a supplemental basis, attached hereto as Exhibit A, with a revised Footnote

4 to clarify that the grant of the 140,000 options is included. We propose to amend the summary compensation table in future filings. Read in the reply ↗

Refer to the tabular presentation on page 10. Since disclosure of potential payments upon termination assumes that such terminating event has occurred on September 30, 2012, Mr. McKenna’s payment should have reflected his $225,000 salary prior to it being reduced to $210,000 pursuant to the November 8, 2012 amended employment agreement. In addition, please confirm that as of September 30, 2012, Mr.

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Garrett would have received no severance payments if he were terminated without cause or if he terminated his employment for good reason (unrelated to a change in control) during the first year of his employment. Please note that Item 402(q)(2) does not require quantitative disclosure of such payments; however, to the extent that you determine to include them in future filings, they should accurately reflect the contractual provisions of these named executive officers’ employment agreements at the fiscal year for which disclosure is being made. Please revise your future filings accordingly.

potential payments upon termination. The reference to Mr. McKenna’s payment will be revised in future filings as noted. Pursuant to Mr. Garrett’s

Employment Agreement, Mr. Garrett would have received payments equal to six (6) months of his annual base salary of $250,000

(totaling $125,000), if he were terminated without cause by the Company, or if he terminated his employment for good reason (unrelated to a change in control), in each case as of September 30, 2012. In addition, Mr.

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Garrett would have been entitled to receive a pro rata portion of the $50,000 bonus payment for his first year (approximately $29,167 as of September 30, 2012), insurance benefits, and the immediate and full vesting of all options not yet vested. We propose to revise the potential payments in the termination table accordingly in future filings.

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The Company acknowledges that:

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to these filings; and the company 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 United States.

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We note your response to comment two of our letter dated April 8, 2013. To the extent that you continue to enter into commercial purchase transactions directly with your suppliers (including the supplier that accounted for approximately 54% and 58% of your OEM product purchases in fiscal years 2012 and 2011), as opposed to Forward Industries Asia Pacific Corporation acting as your exclusive buying agent, in future

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filings you should disclose the names of such suppliers to the extent material to an understanding of your business. Refer to Item 101(h)(4)(v) of Regulation S-K. The materiality analysis should not hinge on the size of these suppliers and whether or not you believe they are unknown to United States’ investors, but rather on how materially the loss of these suppliers may affect your business. In this regard, we note your response to comment two in your letter dated March 25, 2013.

As discussed with Era Anagosti on May 6, 2013, all aspects of Forward’s

OEM product purchases are handled by Forward Industries Asia Pacific

Corporation (“FIAP”) pursuant to the Buying Agency and Supply Agreement, including identification of and negotiation with respective factories, sourcing, quality assurance and logistical services for the Company’s products in the Asia Pacific region. Forward will clarify in future Form 10-K filings that substantially all products supplied are provided through FIAP. Read in the reply ↗

We note your response to comment five of our letter dated April 8, 2013. Since the amendment to the employment agreement appears to affect Mr. McKenna’s fiscal year 2013 compensation, it is unclear why you have disclosed a portion of his relocation bonus as earned in fiscal year 2012. In this regard we note that (i) the amendment to Mr.

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McKenna’s employment agreement was effective on October 26, 2012, following the end of fiscal year 2012, (ii) his salary reduction took effect on November 1, 2012 and that his relocation bonus was given in “recognition of [Mr. McKenna]’s reduction in salary and relocation” and that (iii) this bonus would be used to offset future bonuses Mr. McKenna may earn between the date of the amendment and September 2014 [emphasis added] (refer to Section 7 of the amendment). These provisions appear to demonstrate that the relocation bonus did not represent compensation earned in fiscal year 2012. Furthermore, based on your “Properties” disclosure on page 14 of your annual report, it appears that the executive offices were relocated in September 2012. Considering that the total bonus amount was to be fully paid within 10 days of the execution of the amendment, it appears that the full bonus amount should be disclosed as earned and paid in fiscal year 2013. Please revise your Summary Compensation Table in future filings accordingly and also include brief narrative disclosure, or cross reference the section of the filing, describing the material factors necessary to an understanding of the information disclosed in the table, such as the reasons for the relocation bonus awarded to Mr. McKenna. See Item 402(o) of Regulation S-K.

During the fourth quarter of fiscal 2012, Mr. McKenna was responsible for the logistical coordination, planning and implementation of the move of the

Company’s corporate offices from California to Florida, including numerous trips back and forth between Florida and California. Although the Employment

Agreement Amendment was effective October 26, 2012, the Company’s intent was for one-half of the bonus to be attributable to Mr. McKenna’s services in fiscal 2012. For this reason, Section 7 of the Amendment to Mr.

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McKenna’s employment agreement provides that only one-half of the bonus will be applied against future bonuses because half is attributable to the fiscal year ended September

30, 2012. Accordingly, the Company believes that the disclosure of the bonus in the summary compensation table is accurate. In future filings the Company will include a brief narrative disclosure, or cross reference the relevant section of the filing, to describe the material factors necessary to an understanding of the information disclosed in the summary compensation table.

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The Company acknowledges that:

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to these filings; and the company 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 United States.

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