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Thomas Equipment, Inc.

Amendment # 5 to Registration Statement on Form S-1

File No. 333-124217

Responses to SEC Comment Letter dated November 17, 2005

Upon your review of the below response, we would appreciate a phone conference
to discuss any concerns, questions, or comments you may have and to clarify any
unresolved issues. This will allow us the opportunity to better respond and to
do so in an expedient manner.

Form S-l Amendment 4 filed October 3, 2005

General

1.    We note that you have entered into an agreement with Laurus Master Fund
      Ltd ("Laurus") on October 28, 2005 that provides for certain modifications
      of your existing arrangements. In your response to us dated November 4,
      2005 you highlighted the significant terms that have been modified. In
      light of the modifications, please provide to us your analysis under the
      guidance in EITF 96-19 as to whether these changes to your debt were a
      modification or an extinguishment of debt and creation of new debt. In
      addition, tell us how you will account for the payment of $600,000 that
      was paid by you in full consideration for all amounts due or which might
      otherwise have become due under the registration rights agreement.

      Response

      From October 28, 2005 until the due date of the Laurus debt on November 9,
      2007, the penalties under the Registration Rights Agreement would have
      aggregated approximately $10,600,000, (2% of $22,000,000 for two years)
      compared with the $600,000 fee paid. The face amount of the debt and the
      interest rate is unchanged (except for the elimination of the interest
      rate reset feature). In accordance with EITF 96-19, as the present value
      of the cash flows under the new terms is clearly at least 10% different
      from the present value of the remaining cash flows, including the
      penalties, under the old terms, the modification of our debt agreements
      with Laurus will be accounted for as an extinguishment. The $600,000 fee
      paid will be included in the determination of the gain or loss on
      extinguishment (so that, as disclosed in our quarterly report on Form 10-Q
      for the quarter ended September 30, 2005, filed on November 14, 2005, it
      will effectively be expensed in our second fiscal quarter ending December
      31, 2005).

      The gain or loss on extinguishment will be measured as the difference
      between the fair value of the "new" debt instruments (plus the fee) and
      the carrying values of the "old" debt instruments and the related
      bifurcated derivative instruments (including the conversion option). As
      the new debt instrument has only standard anti-dilution provisions, it
      will qualify as "conventional convertible debt" and the embedded
      conversion option will not be bifurcated. Any other embedded derivative
      instruments, however, will be bifurcated, as appropriate. Although the old
      debt is carried at a significant discount and the new debt will not be
      subject to the same discounts (thus giving rise to a significant loss on
      extinguishment), it is probable that this will be more than offset by the
      elimination of the derivative liability related to the embedded conversion
      option (which will no longer be bifurcated).

Note 12. Convertible long term debt, page F-35, and Convertible credit facility,
page F-36

2.    We have evaluated response 1 and 2 and continue to believe that you have
      not provided a sufficient basis to consider the convertible term note and
      convertible credit facility as conventional convertible debt as defined
      under paragraph 4 of EITF 00-19. It appears since the conversion feature
      resets upon certain events, you would be unable to conclude that the
      conversion option is settled in a fixed number of shares. The reference in
      paragraph 4 of EITF 00-19 to "at the discretion of the issue" relates to a
      choice of settlement (i.e. shares or and equivalent amount of cash), not
      whether the issuer has the ability to change the number of shares.
      Additionally, it also appears that the monthly conversion repayment
      feature does not result in the holder receiving a fixed number of shares
      or an equivalent amount of cash (at the discretion of the issuer) since
      the provisions require you to pay 103% of the principal amount in cash if
      certain criteria are not met. This cash settlement value differs from the
      value of the shares that would be required to be issued if you were
      permitted to pay in shares. Please advise or revise.

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      Response

      The accounting for the embedded conversion option of our original
      convertible debt is being modified to bifurcate the conversion option and
      account for it as a derivative liability.

      In accordance with the guidance in Derivatives Implementation Group Issue
      B-15 (DIG B-15), if a hybrid instrument contains more than one embedded
      derivative feature that would individually warrant separate accounting as
      a derivative instrument under paragraph 12 of FAS 133, those embedded
      derivative features must be bundled together as a single, compound
      embedded derivative instrument that is then bifurcated and accounted for
      separately from the host contract. Accordingly, in bifurcating the
      embedded conversion option, the determination of the value of the embedded
      derivative has included the conversion option, the expected future
      interest stream that may be settled in shares, and the interest rate reset
      feature. As discussed in our response to comment 3 (see response 3 (c)
      below), the 7.5% floor related to the interest rate is considered to be
      "clearly and closely related" and does not require to be bifurcated.

      In valuing the embedded conversion option (including the call options
      represented by the payment of interest in shares and the potential effect
      on those options of the interest rate reset feature), we have used the
      Black-Scholes option pricing model. SFAS 133 does not prescribe any
      specific models for estimating fair value and, generally, retained the
      definition of fair value that was included in SFAS 107. DIG B-22 makes the
      distinction between option-based contracts (rights to put or call) and
      forward-based contracts (rights to future cash flow) in connection with
      the bifurcation of embedded derivatives in hybrid contracts. Generally,
      the methodology for bifurcation of a hybrid instrument (i.e., convertible
      debt) follows an option-based model. Based upon this guidance, we used the
      Black-Scholes option pricing model. As of June 30, 2005, the resulting
      fair value of the embedded conversion option is approximately $73 million.
      If bifurcated (see comment 5 below), the fair value at June 30, 2005 of
      the embedded conversion option of our convertible preferred stock would be
      approximately $23 million.

3.    Please refer to prior comment 4. Please provide us with the following
      requested information:

      o We note that you believe the interest rate adjustment feature described
      in our prior comment 4 is an embedded derivative that is required under
      SFAS 133 to be separated from the host contract. We do not believe the
      reasons you cite provide a sufficient basis to not comply with SFAS 133.

      o Refer to the redemption option and the guarantee provided by the
      Province of New Brunswick. In your response you cite the accounting
      literature that you considered in reaching a conclusion that separate
      accounting for these embedded features is not required. In order to
      facilitate our evaluation of your conclusion, please give us your analysis
      of these features under the accounting literature to which you referenced.
      Please also refer us to the financial statement disclosure related to each
      feature.

      o It is unclear whether you identified all potential embedded derivatives.
      For example, please tell us how you evaluated the interest rate floor of
      7.5% in the convertible credit facility under SFAS 133.

      Response

      (a) As noted in response to comment 2 above, the interest rate reset
      feature is included in the valuation of the bifurcated compound derivative
      instrument.

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      (b)(1) We are not entirely clear what you mean by "Refer to the redemption
      option". We assume you are referring to our ability to redeem the loan.
      Under FAS 133, paragraph 61(d), the call option is considered to be
      "clearly and closely related" to the debt instrument.

      (b)(2) The guarantee provided by the Province of New Brunswick is covered
      by paragraph 10 d of FAS 133, which was modified by FAS 149, as follows:

            Financial guarantee contracts. Financial guarantee contracts are not
            subject to this Statement only if:

            (1) They provide for payments to be made solely to reimburse the
            guaranteed party for failure of the debtor to satisfy its required
            payment obligations under a nonderivative contract, either at
            pre-specified payment dates or accelerated payment dates as a result
            of the occurrence of an event of default (as defined in the
            financial obligation covered by the guarantee contract) or notice of
            acceleration being made to the debtor by the creditor.

            (2) Payment under the financial guarantee contract is made only if
            the debtor's obligation to make payments as a result of conditions
            as described in (1) above is past due.

            (3) The guaranteed party is, as a precondition in the contract (or
            in the back-to-back arrangement, if applicable) for receiving
            payment of any claim under the guarantee, exposed to the risk of
            nonpayment both at inception of the financial guarantee contract and
            throughout its term either through direct legal ownership of the
            guaranteed obligation or through a back-to-back arrangement with
            another party that is required by the back-to-back arrangement to
            maintain direct ownership of the guaranteed obligation.

            In contrast, financial guarantee contracts are subject to this
            Statement if they do not meet all of the above three criteria, for
            example, if they provide for payments to be made in response to
            changes in another underlying such as a decrease in a specified
            debtor's creditworthiness.

      The guarantee provided by the Province of New Brunswick provides for a
      guarantee on up to CD$8,000,000 advanced by Laurus. Payment under the
      guarantee is required only if we fail to repay Laurus when due or demanded
      under our agreements. Laurus is required to maintain a security interest
      in our assets and make reasonable commercial efforts to collect on that
      security before payments under the guarantee are required. Accordingly, we
      do not believe the guarantee is subject to FAS 133.

      Because the guarantee benefits Laurus and does not directly benefit us, we
      had not previously included it in our footnote disclosure. However, for
      the sake of completeness, it has now been included in the revised footnote
      disclosure (see Exhibit A).

      (c) In accordance with FAS 133, paragraph 61(f), the interest rate floor
      of 7.5% is considered to be "clearly and closely related" to the host debt
      instrument (and therefore does not require to be bifurcated) because
      neither of the conditions in paragraphs 13(a) or 13(b) of FAS 133 are
      considered to be met, i.e., (1) under paragraph 13(a), the debt instrument
      can not be settled in such a way that Laurus would not recover
      substantially all of its initial recorded investment and (2) under
      paragraph 13(b), the interest rate floor does not provide a possible
      future interest rate scenario (even though it may be remote) under which
      the interest rate floor would at least double Laurus' initial rate of
      return on the host contract.

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4.    Please provide the revised footnote disclosure you propose to make in
      response to prior comment 5. We may have further comments after reviewing
      your response.

      Response

      A copy of the revised footnote was included in the additional material we
      previously provided to the Staff by fax on November 4, 2005, immediately
      following submission of our previous response.

      We have included in Exhibit A an updated copy of the proposed footnote
      disclosure. Please note that this Exhibit includes the text of the
      proposed footnote disclosure but does not fully reflect the amounts,
      pending completion of the entries associated with bifurcating the embedded
      conversion option.

Note 16. Redeemable preferred shares, page F-39

5.    We are continuing to evaluate response 7.

      Response

      Please advise when you have completed your evaluation. From our prior
      telephone conversation with the Staff, we understood (perhaps incorrectly)
      that the Staff believed that a formula-based adjustment of the conversion
      price (that attempted to maintain the holder in the same relative
      position) did not violate the "fixed number of shares" test for exemption
      from evaluation under EITF 00-19. It would be helpful to us to understand
      whether your continued evaluation involves (a) a revision of what we
      understood to be the Staff's position or (b) consideration of whether the
      formula in our convertible preferred stock is adequate in meeting that
      test. If you believe that our convertible preferred stock does not meet
      the test for exemption from EITF 00-19, such that bifurcation of the
      embedded conversion option is required, we would appreciate it if you
      would advise us promptly.

6.    Since you have concluded that the convertible preferred stock is
      conventional convertible, and therefore the embedded conversion option is
      outside of the scope of EITF 00-19 and SFAS 133, it would appear that you
      would be required to account for the beneficial conversion feature that
      exists on the date of issuance pursuant to the provisions of EITF 98-5 and
      EITF 00-27. If you determine that a beneficial conversion feature exists,
      you are required to record a discount that would be accreted from the date
      of issuance to the stated redemption date of the convertible instrument
      (unless you meet the conditional provisions that are outlined in the
      footnote), regardless of when the earliest conversion date occurs. Please
      revise your accounting to comply with the provisions of paragraph 19 of
      EITF 00-27.

      Response

      At the time of issuance of the convertible preferred stock, we accounted
      for the beneficial conversion feature. The preferred stock has conditions
      that permit the holder to request redemption in certain circumstances.
      However, it has no stated redemption date. Accordingly, as disclosed in
      the footnotes to our consolidated financial statements, the beneficial
      conversion feature was amortized over the period to the earliest
      conversion date (as required by EITF 98-05 and 00-27), resulting in
      immediate recognition.

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7.    Please provide the revised footnote disclosure you propose