SecProbe.io

CORRESP
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filename1.htm

Douglas Sabra

James McKenna

Chief
Financial Officer

1801 Green Road, Suite E

Pompano Beach, Fl 33064

Tel: (954)
360-6408

Fax: (954)
360-6409

Email:jmckenna@forwardindustries.com

April 8, 2010

Mail Stop 4631

Mr. Jeffrey Gordon

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.,

Washington, D.C. 20549

		RE:

Forward
Industries, Inc.

Form 10-K for
the fiscal year ended September 30, 2009

Form 10-Q for
the fiscal quarter ended December 31, 2009

File No.
0-6669

Dear Mr. Gordon:

We have reviewed your letter
dated March 29, 2010, which sets forth comments to our response letter, dated
March 18, 2010, with respect to registrant’s above-referenced Form 10-K and
Form 10-Q, and our responses are set forth below. For your convenience, preceding
each supplemental 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.

Consolidated Statements of Cash Flows, page 31

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.

We
confirm that the effect of exchange rate changes on cash balances held in
foreign currencies was not material to Registrant’s statements of cash flows (or
otherwise) for either of the years ended September 30, 2009 and 2008, or the quarterly period ended December 31, 2009. Registrant, through its wholly-owned
subsidiaries, maintains small cash balances sufficient to cover operating expenses incurred
in foreign currencies at its foreign locations. The aggregate effect of
exchange rate changes for the years ended September 30, 2009 and 2008, and the
quarterly period ended December 31, 2009, were $820, $3,281, and ($1,065),
respectively (actual amounts, no presentation “000”s left out). However, should
the effect of exchange rate changes become material to the Registrant’s
statement of cash flows in future Form 10-K and Form 10-Q filings, Registrant
will present same as proposed in its response letter dated March 18, 2010.

Exhibit 31 – Certifications

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.
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 15(d)-15(e) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(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.

In
its filings on Form 10-K and Form 10-Q made subsequent to the date hereof,
Registrant’s certifications shall include the internal control over financial
reporting language required by Exchange Act Rules 13a-15(f) and 15d-15(f) as set
forth in Appendix 1 annexed hereto. Registrant will also ensure that it refers
to the annual or quarterly report in paragraph 1, as appropriate.

In
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 United States.

If
you should have any further comments or would like to discuss any of the supplemental
responses above, please contact me at your convenience.

Sincerely
yours,

James McKenna

Chief Financial Officer

Forward Industries, Inc.

APPENDIX 1

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE
EXCHANGE ACT

I,
[name of certifying individual], certify that:

		1.

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”);

		2.

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;

		3.

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;

		4.

Registrant’s other certifying officer 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
15d-15(f)) for the registrant and have for registrant and we have:

		a)

designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
report is being prepared;

		b)

Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles;

		c)

evaluated the effectiveness of registrant’s
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report  based on such evaluation; and

		d)

disclosed in this report any
change in registrant’s internal control over financial reporting that
occurred during registrant’s most recent fiscal quarter (registrant’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, registrant’s
internal control over financial reporting; and

		5.

Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):

		a)

all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect registrant’s ability to record, process, summarize and
report financial information;  and

		b)

any
fraud, whether or not material, that involves management or other employees who
have a significant role in registrant’s internal controls over financial
reporting.

Date: [Filing date of report]

/s/[name of certifying
individual]

[Name of certifying individual]

[Title]

([Principal Executive/Financial and Accounting] Officer)