SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 19, 2005

Mail Stop 6010

David M. Marks
Chairman
Thomas Equipment, Inc.
1818 North Farwell Avenue
Milwaukee, WI 53202

Re:	Thomas Equipment, Inc.
	Amendment No. 4 to Registration Statement on Form S-1
	Filed October 3, 2005
	         File No. 333-124217
Dear Mr. Marks:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Prospectus Cover Page
1. We note your response to our prior comment 1 from our letter
dated
August 26, 2005.  In the third full paragraph on your cover page,
please clearly explain, if true, how the 7,900,000 is not part of
the
20,000,000 revolving note facility, and the 8,000,000 is a
component
of such facility.  Also, please describe the facility consistently
throughout the document. For example, we note that you describe
the
facility as an "accounts receivable, inventory and fixed asset
financing" which term you do not appear use in other parts of the
prospectus.
Recent Events, page 7
2. We note that you describe the fee paid to Laurus was $898.
Please
do not omit figures from the fee.
3. Please tell us how you determined that $22 million is due under
the notes given that it appears that you have not drawn down the
entire amount.  Also, show us the calculations underlying your
statement that the waiver consideration was less than damages
otherwise due.
Risk Factors, page 11
4. We note your new language describing the risk factors where you
state that the risks described are not the only risks and
uncertainties that may develop and that other risks you have not
predicted or evaluated may affect you. You must disclose all risks
that you believe are material at this time. Please revise or
remove
this language.
Financial Statements
Independent Auditor`s Report, page F-3
5. You state within Note 2 that your successor financial
statements
were prepared using accounting principles generally accepted in
the
United States of America applicable to a going concern.  However,
the
audit report issued by your independent accountants for the nine
months ended June 30, 2005 does not include a going concern
paragraph.  In light of these facts, please have your independent
accountants revise its report to include a going concern paragraph
and include in note 2 the appropriate and prominent disclosure of
the
financial difficulties giving rise to the uncertainty.  Include a
discussion, here and in the capital resources and liquidity
section
of MD&A, of management`s viable plan that has the capability of
removing the threat to the continuation of the business.
Alternatively, please revise Note 2 to include management`s plan
which mitigated the need to issue an audit report including a
going
concern paragraph. Your discussion should include here and
elsewhere
in the filing the specific details of management`s viable plan to
begin generating profits from operations during the fiscal year
ending June 30, 2006.  Refer to the guidance in AU Section 341 and
FRC 607.02.
Consolidated Statements of Operations and Comprehensive Loss, page
F-
8
6. Revise your consolidated statements of operations to include
the
non-cash stock based compensation in the same lines as cash
compensation paid to the same employees.  You may parenthetically
note to the appropriate income statement line items the amount of
expense related to share-based payment arrangements included in
specific line items in the financial statements.  Refer to the
guidance provided in SAB Topic 14-F.

Notes to Consolidated Financial Statements, pag F-15
Note 12:  Convertible Long-term Debt, page F-35
7. We note your response to our prior comment 7.  We are
continuing
to evaluate your response to our comment.
Audited Financial Statements of Pneutech, Inc., page F-65
General
8. Please update the audited financial statements of Pneutech,
Inc.
to include the audited consolidated balance sheet as of October
31,
2003 and related required footnote disclosures.  Refer to the
instructions of Item 8(A)(2) of Form 20-F, specifically paragraph
3,
and previous correspondence from us dated February 22, 2005.
Independent Auditors` Report, page F-66
9. Please provide an auditor report that refers to the
consolidated
balance sheet at October 31, 2003 with your next amendment.
Pro Forma Combined Condensed Statement of Operations, page F-86
Pro Forma Combined Condenses Statement of Operations, page F-89
10. Please revise to include your earnings per share, basic and
diluted, and weighted average shares outstanding, basic and
diluted
for Thomas Equipment, Inc. (Successor) for the nine months ended
June
30, 2005 on a historical basis.
Notes to Unaudited Pro Forma Combined Statement of Operations,
page
F-90
Note 2.  Pro Forma Adjustments-Year Ended June 30, 2005, page F-90
11. Reference is made to adjustment (c).  Please revise to provide
a
brief description of the nature of the pro forma adjustment.
12. Reference is made to adjustment (f).  Please revise to include
the supporting calculation provided in your response to our prior
comment 11.
Form 10-KSB for the Fiscal Year Ended June 30, 2005
13. Prior to the effectiveness of Registration Statement, please
amend your Form 10-K to incorporate the responses to our comments
from this letter, as applicable.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005 (as
amended)
and December 31, 2004 (as amended)
14. Prior to the effectiveness of your Form S-1, please amend your
Form 10-QSB to incorporate the responses to our comments from this
letter, as applicable.
Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Tara Harkins at (202) 551-3639 or in her
absence, Michelle Golhlke at (202) 551-3327, if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3617
with any other questions.
      Sincerely,

							Russell Mancuso
							Branch Chief

cc: 	Thomas A. Rose

</TEXT>
</DOCUMENT>