SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  November  21, 2014

Via E-Mail

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, CA  94301

Re:   Forward Industries, Inc.
Preliminary Proxy Statement  filed by Terence Bernard Wise,  Howard
    Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah,   N. Scott Fine,
    and Darryl Keys
Filed November  14, 2014
 File No. 001 -34780

Dear Mr . Mies :

We have reviewed your filing and have the following comments. In some  of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the request ed response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
respo nse to these comments, we may have additional comments.

Cover Letter
1. 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.
2. We note that the company ha s asserted you failed to comply with the company ’s bylaws in
submitting your nomination s and has filed a lawsuit seeking a declaratory judgment to that
effect.  Please disclose here, and highlight, this disagreement, the filing of the co urt action
by the company and the consequences of a court decision on your ability to solicit proxies
and on the votes being valid.
3. 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

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 2

 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 there are “significant concerns over a number of highly -questionable r elated
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 co nstituted 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.
4. Avoid issuing statements that directly or indirectly impugn the character, int egrity 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. 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 gove rnance procedures determining and eva luating 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. ”

Reasons for the Solicita tion, page 11
5. 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?

Proposal No. 1, page 1 3
6. Please disclose the business experience fo r Mr. Fine for the past five years.

Proposal No. 2, page 1 5
7. Please disclose for each proposal how unmar ked proxy cards will be voted  in the proxy
statement and in the proxy card .

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 3

 Solicitation of Proxies, page 18
8. 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.

Additional Participant Information , page 18
9. We note your disclosure i n the last paragraph on page 20 that you may introduce substitute
or addit ional 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.  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.

Incorporation by reference , page 21
10. 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 sta tement 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.  Also, please be advised that we believe reliance on Rule 14a -5(c) before the
company distribu tes 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 securi ty holders.  Please advise as to your intent in this regard.

Schedule II
11. Please update  this section from January 2014.

 We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the participants are in possession of all
facts relating to the disclosure, t hey are responsible for the accuracy and adequacy of the
disclosures they have made.

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 4

  In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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

 the participant may not assert staff comments as a defe nse in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please direct any questions to me at (202) 551 -3619.  Please send all correspondence to us
at the following ZIP code: 20549 -3628.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions