UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): February 28, 2005

                             THOMAS EQUIPMENT, INC.
               (Exact name of registrant as specified in charter)

        Delaware                        333-44586            58-3565680
        --------                        ---------            -----------
(State or other jurisdiction           (Commission           (IRS Employer
of incorporation)                      File Number)          Identification No.)


                 1818 North Farwell Avenue, Milwaukee, WI 53202
                 ---------------------------------------- ------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (312) 224-8812

                           Copy of correspondence to:

                              Thomas A. Rose, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                     Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

      /_/   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      /_/   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      /_/   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      /_/   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))


                                       1
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement;

Item 2.01  Completion of Acquisition or Disposition of Assets;

Item 2.03 Creation of a Direct Financial Obligation; and

Item 3.02 Unregistered Sales of Equity Securities.

Acquisition of Pneutech Inc.

      On December 22, 2004, Thomas Equipment, Inc. (the "Company"), entered into
an Agreement and Plan of Amalgamation (the "Agreement"), with 4274458 Canada,
Inc., a Canadian corporation wholly-owned by the Company, and Pneutech, Inc., a
Canadian corporation ("Pneutech"), as amended effective February 28, 2005. Under
the terms of the Agreement which was completed on February 28, 2005 (the
"Closing"), the Company acquired 100% of the common stock of Pneutech, in
exchange for the issuance by us of a total of 1,082,639 shares of our common
stock and warrant to purchase 211,062 shares of common stock, exercisable at
$3.00 per share. An additional 167,359 shares of common stock were issued as of
the Closing in exchange for the cancellation of approximately CD$612,000 of debt
owed by Pneutech.

      Upon the Closing, Pneutech also redeemed 929 preference shares and 530,000
special shares owned by 3156176 Canada, Inc. for an aggregate of CD$630,000.
Clifford Rhee, the President and a member of the Board of Directors of the
Company is the beneficial owner of 3156176 Canada, Inc., which was the owner of
approximately 47% of the common shares, 929 preference shares and 530,000
special shares of Pneutech. Mr. Rhee is also the President and a member of the
Board of Directors of Pneutech. Upon the Closing of the acquisition, Mr. Rhee
continues to serve as President of both the Company and Pneutech. The members of
the Company's Board were appointed as members of the Pneutech Board.

      Pneutech is a manufacturer of hydraulic systems and is a strategic
supplier to the Company, as well as 15,000 other active customers. Pneutech
maintains eleven manufacturing/distribution facilities in Canada and one
manufacturing plant in South Korea. It has a diverse array of capabilities in
the distribution of fluid power components as well as manufacturing spiral wound
metal gaskets and steel components.

Roynat Merchant Capital Inc.

      Concurrently with the acquisition of Pneutech, the Company entered into
financing agreements with Roynat Merchant Capital Inc. ("Roynat US"). RoyNat
Capital Inc. ("Roynat Capital"), an affiliate of Roynat US, had provided
financing to Pneutech which was terminated upon the Closing. In connection
therewith, on the Closing the following transactions occurred:

      o     Roynat Capital was paid CD$2,800,000 in consideration for the
            cancellation of its Pneutech preferred shares and payment of accrued
            dividends thereon;

      o     Roynat Capital was paid CD$1,250,000 in consideration for the
            cancellation of warrants previously issued by Pneutech to Roynat
            Capital;

      o     Roynat Capital was paid CD$4,000,000 in full satisfaction of all
            amounts due pursuant to a convertible debenture issued Pneutech to
            Roynat Capital;

      o     the Company sold a subordinated debenture to Roynat US for
            $6,500,000; and

      o     the Company issued warrants to Roynat US to purchase 1,000,000
            shares of common stock at an exercise price of $3.00 per share.

      The subordinated debenture is due and payable, in full on December 30,
2005 and bears interest at the rate of 15% per annum. If the principal amount is
not repaid in full on December 30, 2005 then on December 31, 2005 and the last
day of each month thereafter until payment in full, the Company agreed to pay
additional interest to Roynat US in the amount of $50,000. The debenture is
prepayable by the Company upon 30 day's prior notice. The obligations to Roynat
US are secured by various security agreements and pledges on substantially all
of the assets of the Company and its subsidiaries, subordinated generally to
Laurus Master Fund, Ltd.


                                       2
<PAGE>

      The Company is obligated to file a registration statement registering the
resale of all shares of the Company's common stock issuable upon exercise of the
Roynat US warrant within 60 days from the Closing and to have such registration
statement declared effective within 180 days of the Closing. If the registration
statement has not been declared effective within 180 days from Closing, or has
been declared effective but is no longer effective for a period of more than 20
days, the Company is obligated to pay Roynat US an additional fee of $50,000 per
month or portion thereof for any such non-compliance. The Company may also incur
additional fees of $50,000 per month for non-compliance with certain other
obligations arising under the registration rights agreement.

Laurus Master Fund, Ltd.

      On November 9, 2004, the Company entered into agreements with Laurus
Master Fund, Ltd, a Cayman Islands corporation ("Laurus"), pursuant to which the
Company sold convertible debt, an option and a warrant to purchase common stock
of the Company to Laurus in a private offering pursuant to exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.
Concurrently with the Closing, the Company and Laurus amended certain terms of
the original agreements, including the following:

      o     the Company issued an additional secured convertible term note in
            the principal amount of $1,900,000 to Laurus;

      o     the Company issued Laurus a common stock purchase warrant
            exercisable to purchase 150,000 shares of common stock for a period
            of seven years at a price of $2.25 per share; and

      o     the payments on the previously issued secured convertible term note
            in the principal amount of $6,000,000 shall not commence until July
            1, 2005, at which time the initial monthly payment in the amount of
            $206,896 shall be due and shall be due each month thereafter until
            the note is paid in full.

      The principal amount of the secured convertible term note is repayable at
the rate of $65,517 per month together with accrued but unpaid interest,
commencing on July 1, 2005. Such amounts may be paid, at the holder's option (i)
in cash with a 3% premium; or (ii) in shares of common stock, assuming the
shares of common stock are registered under the Securities Act of 1933. If paid
in shares of common stock the number of shares to be issued shall equal the
total amount due, divided by $1.50. If the average closing price of the common
stock for five consecutive trading days prior to an amortization date is equal
to or greater than $1.65, the Company may require the holder to convert into
common stock an amount of principal, accrued interest and fees due under the
term note equal to a maximum of 25% of the aggregate dollar trading volume of
the common stock for the 22 consecutive trading days prior to a notice of
conversion. The term note may be redeemed by the Company in cash by paying the
holder 103% of the principal amount, plus accrued interest. The holder of the
term note may require the Company to convert all or a portion of the term note,
together with interest and fees thereon at any time. The number of shares to be
issued shall equal the total amount to be converted, divided by $1.50.

      Upon an issuance of shares of common stock below the fixed conversion
price, the fixed conversion price of the notes will be reduced accordingly. The
conversion price of the secured convertible notes may be adjusted in certain
circumstances such as if we pay a stock dividend, subdivide or combine
outstanding shares of common stock into a greater or lesser number of shares, or
take such other actions as would otherwise result in dilution.


                                       3
<PAGE>

      115% of the full principal amount of the convertible note is due upon
default under the terms of convertible note. Laurus has contractually agreed to
restrict its ability to convert all convertible notes of the Company if such
conversion would exceed the difference between the number of shares of common
stock beneficially owned by the holder or issuable upon exercise of the warrant
and the option held by such holder and 9.99% of the outstanding shares of common
stock of the Company.

      Pursuant to the amended terms, the Company is obligated to file a
registration statement registering the resale of all shares of the Company's
common stock issuable upon conversion of the convertible notes, exercise of the
warrant and exercise of the option. If the registration statement is not filed
by March 31, 2005, or declared effective by June 20, 2005, or if the
registration is suspended other than as permitted, in the registration rights
agreement between the Company and Laurus, the Company is obligated to pay Laurus
certain fees and the obligations may be deemed to be in default.


ITEM 7.01 OTHER EVENTS

         On March 1, 2005, the Company issued a press release regarding the
acquisition of Pneutech. A copy of the press release, which is incorporated by
reference herein and made a part hereof, is filed with this Current Report on
Form 8-K as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial statements of businesses acquired.

      To be filed by amendment.

(b)   Pro forma financial information.

      To be filed by amendment.

(c)   Exhibits



                                       4
<PAGE>

Exhibit
Number                                  Description
--------------------------------------------------------------------------------

4.1         Amendment Agreement, dated as of February 28, 2005, by and among
            Laurus Master Fund, Ltd., Thomas Equipment, Inc. and Thomas
            Ventures, Inc.

4.2         Secured Convertible Term Note issued to Laurus Master Fund, Ltd.,
            dated February 28, 2005.

4.3         Common Stock Purchase Warrant issued to Laurus Master Fund, Ltd.,
            dated February 28, 2005.

4.4         Reaffirmation and Ratification Agreement, dated as of February 28,
            2005, by Thomas Equipment, Inc., Thomas Ventures, Inc. and Thomas
            Equipment 2004, Inc. in favor of Laurus Master Fund, Ltd.

4.5         Subordination and Intercreditor Agreement by and among by Thomas
            Equipment, Inc., Thomas Ventures, Inc. and Thomas Equipment 2004,
            Inc., Pneutech Inc., Rousseau Controls Inc., Hydraman Fluid Power
            Limited and Roynat Merchant Capital Inc. in favor of Laurus Master
            Fund, Ltd.

4.6         Subscription Agreement between Roynat Merchant Capital Inc., Thomas
            Equipment, Inc., Thomas Equipment 2004 Inc., Thomas Ventures, Inc.,
            Pneutech Inc., Rousseau Controls Inc. and Hydraman Fluid Power
            Limited, dated as of February 28, 2005

4.7         Debenture in the Amount of CD$6,500,000 in favor of Roynat Merchant
            Capital Inc., dated as of February 28, 2005

4.8         Common Stock Purchase Warrant in favor of Roynat Merchant Capital
            Inc., dated as of February 28, 2005

4.9         Registration Right Agreement between Thomas Equipment, Inc. and
            Roynat Merchant Capital Inc., dated as of February 28, 2005

4.10        General Security Agreement between Roynat Merchant Capital Inc.,
            Thomas Equipment, Inc. and Thomas Ventures, Inc., dated as of
            February 28, 2005

10.1        Amended and Restated Agreement and Plan of Amalgamation, among
            Thomas Equipment, Inc., 4274458 Canada, Inc. and Pneutech, Inc.,
            dated as of February 28, 2005

99.1        Press Release of Thomas Equipment, Inc., dated December 22, 2004.


                                       5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          THOMAS EQUIPMENT, INC.


Date: March 4, 2005                       /s/ CLIFFORD RHEE
                                          ----------------------
                                          Clifford Rhee,
                                          President
{"company-data": {"conformed-name": "Thomas Equipment, Inc.", "cik": "0001122380", "assigned-sic": "7373", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-44586", "film-number": "05659907"}, "business-address": {"street1": "1818 NORTH FARWELL AVENUE", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "(312) 224-8812"}, "mail-address": {"street1": "1818 NORTH FARWELL AVENUE", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}, "former-company": {"former-conformed-name": "MAXIM MORTGAGE CORP/", "date-changed": "20000822"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest reported): February 28, 2005

                             THOMAS EQUIPMENT, INC.
               (Exact name of registrant as specified in charter)

        Delaware                        333-44586            58-3565680
        --------                        ---------            -----------
(State or other jurisdiction           (Commission           (IRS Employer
of incorporation)                      File Number)          Identification No.)

                 1818 North Farwell Avenue, Milwaukee, WI 53202
                 ---------------------------------------- ------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (312) 224-8812

                           Copy of correspondence to:

                              Thomas A. Rose, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                     Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

      /_/   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      /_/   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      /_/   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      /_/   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

                                       1
Item 1.01 Entry into a Material Definitive Agreement;

Item 2.01  Completion of Acquisition or Disposition of Assets;

Item 2.03 Creation of a Direct Financial Obligation; and

Item 3.02 Unregistered Sales of Equity Securities.

Acquisition of Pneutech Inc.

      On December 22, 2004, Thomas Equipment, Inc. (the "Company"), entered into
an Agreement and Plan of Amalgamation (the "Agreement"), with 4274458 Canada,
Inc., a Canadian corporation wholly-owned by the Company, and Pneutech, Inc., a
Canadian corporation ("Pneutech"), as amended effective February 28, 2005. Under
the terms of the Agreement which was completed on February 28, 2005 (the
"Closing"), the Company acquired 100% of the common stock of Pneutech, in
exchange for the issuance by us of a total of 1,082,639 shares of our common
stock and warrant to purchase 211,062 shares of common stock, exercisable at
$3.00 per share. An additional 167,359 shares of common stock were issued as of
the Closing in exchange for the cancellation of approximately CD$612,000 of debt
owed by Pneutech.

      Upon the Closing, Pneutech also redeemed 929 preference shares and 530,000
special shares owned by 3156176 Canada, Inc. for an aggregate of CD$630,000.
Clifford Rhee, the President and a member of the Board of Directors of the
Company is the beneficial owner of 3156176 Canada, Inc., which was the owner of
approximately 47% of the common shares, 929 preference shares and 530,000
special shares of Pneutech. Mr. Rhee is also the President and a member of the
Board of Directors of Pneutech. Upon the Closing of the acquisition, Mr. Rhee
continues to serve as President of both the Company and Pneutech. The members of
the Company's Board were appointed as members of the Pneutech Board.

      Pneutech is a manufacturer of hydraulic systems and is a strategic
supplier to the Company, as well as 15,000 other active customers. Pneutech
maintains eleven manufacturing/distribution facilities in Canada and one
manufacturing plant in South Korea. It has a diverse array of capabilities in
the distribution of fluid power components as well as manufacturing spiral wound
metal gaskets and steel components.

Roynat Merchant Capital Inc.

      Concurrently with the acquisition of Pneutech, the Company entered into
financing agreements with Roynat Merchant Capital Inc. ("Roynat US"). RoyNat
Capital Inc. ("Roynat Capital"), an affiliate of Roynat US, had provided
financing to Pneutech which was terminated upon the Closing. In connection
therewith, on the Closing the following transactions occurred:

      o     Roynat Capital was paid CD$2,800,000 in consideration for the
            cancellation of its Pneutech preferred shares and payment of accrued
            dividends thereon;

      o     Roynat Capital was paid CD$1,250,000 in consideration for the
            cancellation of warrants previously issued by Pneutech to Roynat
            Capital;

      o     Roynat Capital was paid CD$4,000,000 in full satisfaction of all
            amounts due pursuant to a convertible debenture issued Pneutech to
            Roynat Capital;

      o     the Company sold a subordinated debenture to Roynat US for
            $6,500,000; and

      o     the Company issued warrants to Roynat US to purchase 1,000,000
            shares of common stock at an exercise price of $3.00 per share.

      The subordinated debenture is due and payable, in full on December 30,
2005 and bears interest at the rate of 15% per annum. If the principal amount is
not repaid in full on December 30, 2005 then on December 31, 2005 and the last
day of each month thereafter until payment in full, the Company agreed to pay
additional interest to Roynat US in the amount of $50,000. The debenture is
prepayable by the Company upon 30 day's prior notice. The obligations to Roynat
US are secured by various security agreements and pledges on substantially all
of the assets of the Company and its subsidiaries, subordinated generally to
Laurus Master Fund, Ltd.

                                       2
The Company is obligated to file a registration statement registering the
resale of all shares of the Company's common stock issuable upon exercise of the
Roynat US warrant within 60 days from the Closing and to have such registration
statement declared effective within 180 days of the Closing. If the registration
statement has not been declared effective within 180 days from Closing, or has
been declared effective but is no longer effective for a period of more than 20
days, the Company is obligated to pay Roynat US an additional fee of $50,000 per
month or portion thereof for any such non-compliance. The Company may also incur
additional fees of $50,000 per month for non-compliance with certain other
obligations arising under the registration rights agreement.

Laurus Master Fund, Ltd.

      On November 9, 2004, the Company entered into agreements with Laurus
Master Fund, Ltd, a Cayman Islands corporation ("Laurus"), pursuant to which the
Company sold convertible debt, an option and a warrant to purchase common stock
of the Company to Laurus in a private offering pursuant to exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.
Concurrently with the Closing, the Company and Laurus amended certain terms of
the original agreements, including the following:

      o     the Company issued an additional secured convertible term note in
            the principal amount of $1,900,000 to Laurus;

      o     the Company issued Laurus a common stock purchase warrant
            exercisable to purchase 150,000 shares of common stock for a period
            of seven years at a price of $2.25 per share; and

      o     the payments on the previously issued secured convertible term note
            in the principal amount of $6,000,000 shall not commence until July
            1, 2005, at which time the initial monthly payment in the amount of
            $206,896 shall be due and shall be due each month thereafter until
            the note is paid in full.

      The principal amount of the secured convertible term note is repayable at
the rate of $65,517 per month together with accrued but unpaid interest,
commencing on July 1, 2005. Such amounts may be paid, at the holder's option (i)
in cash with a 3% premium; or (ii) in shares of common stock, assuming the
shares of common stock are registered under the Securities Act of 1933. If paid
in shares of common stock the number of shares to be issued shall equal the
total amount due, divided by $1.50. If the average closing price of the common
stock for five consecutive trading days prior to an amortization date is equal
to or greater than $1.65, the Company may require the holder to convert into
common stock an amount of principal, accrued interest and fees due under the
term note equal to a maximum of 25% of the aggregate dollar trading volume of
the common stock for the 22 consecutive trading days prior to a notice of
conversion. The term note may be redeemed by the Company in cash by paying the
holder 103% of the principal amount, plus accrued interest. The holder of the
term note may require the Company to convert all or a portion of the term note,
together with interest and fees thereon at any time. The number of shares to be
issued shall equal the total amount to be converted, divided by $1.50.

      Upon an issuance of shares of common stock below the fixed conversion
price, the fixed conversion price of the notes will be reduced accordingly. The
conversion price of the secured convertible notes may be adjusted in certain
circumstances such as if we pay a stock dividend, subdivide or combine
outstanding shares of common stock into a greater or lesser number of shares, or
take such other actions as would otherwise result in dilution.

                                       3
115% of the full principal amount of the convertible note is due upon
default under the terms of convertible note. Laurus has contractually agreed to
restrict its ability to convert all convertible notes of the Company if such
conversion would exceed the difference between the number of shares of common
stock beneficially owned by the holder or issuable upon exercise of the warrant
and the option held by such holder and 9.99% of the outstanding shares of common
stock of the Company.

      Pursuant to the amended terms, the Company is obligated to file a
registration statement registering the resale of all shares of the Company's
common stock issuable upon conversion of the convertible notes, exercise of the
warrant and exercise of the option. If the registration statement is not filed
by March 31, 2005, or declared effective by June 20, 2005, or if the
registration is suspended other than as permitted, in the registration rights
agreement between the Company and Laurus, the Company is obligated to pay Laurus
certain fees and the obligations may be deemed to be in default.

ITEM 7.01 OTHER EVENTS

         On March 1, 2005, the Company issued a press release regarding the
acquisition of Pneutech. A copy of the press release, which is incorporated by
reference herein and made a part hereof, is filed with this Current Report on
Form 8-K as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial statements of businesses acquired.

      To be filed by amendment.

(b)   Pro forma financial information.

      To be filed by amendment.

(c)   Exhibits

                                       4
Exhibit
Number                                  Description
--------------------------------------------------------------------------------

4.1         Amendment Agreement, dated as of February 28, 2005, by and among
            Laurus Master Fund, Ltd., Thomas Equipment, Inc. and Thomas
            Ventures, Inc.

4.2         Secured Convertible Term Note issued to Laurus Master Fund, Ltd.,
            dated February 28, 2005.

4.3         Common Stock Purchase Warrant issued to Laurus Master Fund, Ltd.,
            dated February 28, 2005.

4.4         Reaffirmation and Ratification Agreement, dated as of February 28,
            2005, by Thomas Equipment, Inc., Thomas Ventures, Inc. and Thomas
            Equipment 2004, Inc. in favor of Laurus Master Fund, Ltd.

4.5         Subordination and Intercreditor Agreement by and among by Thomas
            Equipment, Inc., Thomas Ventures, Inc. and Thomas Equipment 2004,
            Inc., Pneutech Inc., Rousseau Controls Inc., Hydraman Fluid Power
            Limited and Roynat Merchant Capital Inc. in favor of Laurus Master
            Fund, Ltd.

4.6         Subscription Agreement between Roynat Merchant Capital Inc., Thomas
            Equipment, Inc., Thomas Equipment 2004 Inc., Thomas Ventures, Inc.,
            Pneutech Inc., Rousseau Controls Inc. and Hydraman Fluid Power
            Limited, dated as of February 28, 2005

4.7         Debenture in the Amount of CD$6,500,000 in favor of Roynat Merchant
            Capital Inc., dated as of February 28, 2005

4.8         Common Stock Purchase Warrant in favor of Roynat Merchant Capital
            Inc., dated as of February 28, 2005

4.9         Registration Right Agreement between Thomas Equipment, Inc. and
            Roynat Merchant Capital Inc., dated as of February 28, 2005

4.10        General Security Agreement between Roynat Merchant Capital Inc.,
            Thomas Equipment, Inc. and Thomas Ventures, Inc., dated as of
            February 28, 2005

10.1        Amended and Restated Agreement and Plan of Amalgamation, among
            Thomas Equipment, Inc., 4274458 Canada, Inc. and Pneutech, Inc.,
            dated as of February 28, 2005

99.1        Press Release of Thomas Equipment, Inc., dated December 22, 2004.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          THOMAS EQUIPMENT, INC.

Date: March 4, 2005                       /s/ CLIFFORD RHEE
                                          ----------------------
                                          Clifford Rhee,
                                          President