ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b) and (d).

On April 19, 2012, Mr. Robert Garrett Jr. resigned from the Board of Directors of Forward Industries, Inc. (the "Company"), in order to permit the Board to elect an independent director to the Board to replace him. Mr. Garrett will continue to serve in his position as Co-Chief Executive Officer of the Company.

On April 24, 2012, the Company's Board of Directors (the "Board") elected Timothy Gordon to serve on the Board until his successor has been duly elected and shall have qualified. The Board also elected Mr. Gordon to the Audit Committee of the Board to replace Ciara Burnham, with the other members of the Audit Committee being John Chiste and Owen King. Mr. Gordon is an independent director.

Timothy Gordon (age 37) is a co-founding partner of Arditi Gordon Management LLC (AGM), a real estate investment firm, and has worked there since 2009. AGM invests in real estate recapitalizations and development opportunities, primarily in New York City and Miami. Prior to launching AGM, Mr. Gordon served as a partner of LaGrange Capital Partners from 2003 to 2008, a special situations hedge fund. Mr. Gordon began his career at the Blackstone Group in the restructuring area. Following Blackstone, Mr. Gordon worked in private equity at Palladium Equity Partners. Mr. Gordon holds a BA cum laude and an MBA, both from Harvard University.

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