**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
      10-QSB**





**x  
QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





**For
      the quarterly period ended September 30, 2007**





**OR**





**o  
TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from __________________________ to
      _____________________________





Commission
      file number: 000-52876





**THOMAS
        PHARMACEUTICALS, LTD.**


(Exact
      name of registrant as specified in its charter)




**New
                  Jersey**
              **20-3954826**(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)
 
 **750
                  Highway 34****Matawan,
                  NJ**
              **07747**(Address
                  of Principal Executive Offices)
              (Zip
                  Code)


Registrant’s
      Telephone Number, Including Area Code: **(732)
      441-7700**





Securities
      registered under Section 12(b) of the Exchange Act: **None.**





Securities
                registered under Section 12(g) of the Exchange Act:
            **Class
                A Common Stock, no par value per
                share**





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.  YES   oNO  
x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes   o No  
x





Number
      of
      shares of Class A, common stock,


No
      par
      value, outstanding as of December 6, 2007: 248,276,105












**THOMAS
      PHARMACEUTICALS, LTD.**


**CONDENSED
      FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007 AND 2006**





TABLE
      OF CONTENTS





Page
                No.PART
                I. FINANCIAL INFORMATIONItem
                1.
            Condensed
                Financial Statements (Unaudited)Balance
                Sheet – September 30, 2007
            2Statements
                of Operations - For the nine monthsand
                three months ended September 30, 2007 and 2006
            3Statements
                of Cash Flows - For the nine monthsended
                September 30, 2007 and 2006
            4
–
                5Notes
                to Condensed Financial Statements
            6
–
                21Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operations
            22
                – 49Item
                3.
            Controls
                and Procedures
            50PART
                II. OTHER INFORMATIONItem
                5.
            Other
                Information
            51Item
                6.
            Exhibits
            51













-
          1
          -


**THOMAS
      PHARMACEUTICALS, LTD.**


**CONDENSED
      BALANCE SHEET (UNAUDITED)**


**SEPTEMBER
      30, 2007**





ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            11,908Prepaid
                expenses and other current assets
            
            
            25,857Total
                current assets
            
            
            37,765PROPERTY
                AND EQUIPMENT, net of accumulated depreciation of $22,117
            
            
            98,681TOTAL
                ASSETS
            
            $
            136,446LIABILITIES
                AND STOCKHOLDERS’
                DEFICITCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            561,707Dividends
                payable
            
            
            88,301Derivative
                liability on convertible debentures
            
            
            1,099,624Convertible
                debentures payable, net of discounts of $544,807
            
            
            165,193Payroll
                taxes
            
            
            36Total
                current liabilities
            
            
            1,914,861LONG
                TERM DEBTNotes
                payable, net of discounts of $139,333
            
            
            34,667Total
                liabilities
            
            
            1,949,528COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS’
                DEFICITSeries
                A Convertible Preferred stock, no par value; authorized 500,000 shares;
                500,000 shares issued and outstanding
            
            
            5,000Series
                B Convertible Preferred stock, no par value; authorized 1,000 shares;
                550
                shares issued and outstanding
            
            
            550,000Common
                stock, Class A – no par value; authorized 10,000,000,000 shares;
                249,470,600 shares issued and outstanding
            
            
            100Common
                stock, Class B - $0.01 par value; authorized 50,000,000 shares; no
                shares
                issued or outstanding
            
            
            —Accumulated
                deficit
            
            
            (2,368,182
            )Total
                stockholders’ deficit
            
            
            (1,813,082
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            136,446









The
      accompanying notes are an integral part of these condensed financial
      statements.




-
          2
          -


**THOMAS
      PHARMACEUTICALS, LTD.**


**CONDENSED
      STATEMENTS OF OPERATIONS (UNAUDITED)**








For
                the nine months ended
            
            
            For
                the three months endedSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006SALES,
                net of provision for product returns and creditsof
                $48,850, $120,684, $0 and $54,223, respectively
            
            $
            26,707
            
            
            $
            143,355
            
            
            $
            —
            
            
            $
            141,242COST
                OF SALES
            
            
            60,976
            
            
            
            139,094
            
            
            
            —
            
            
            
            111,763GROSS
                PROFIT (LOSS)
            
            
            (34,269
            )
            
            
            4,261
            
            
            
            —
            
            
            
            29,479SELLING,
                GENERAL ANDADMINISTRATIVE
                EXPENSESSelling
                and marketing expenses
            
            
            153,991
            
            
            
            517,241
            
            
            
            30,000
            
            
            
            190,580General
                and administrative expenses
            
            
            302,537
            
            
            
            332,818
            
            
            
            60,401
            
            
            
            84,859Depreciation
                and amortization
            
            
            90,936
            
            
            
            9,483
            
            
            
            3,161
            
            
            
            3,161Total
                selling, general and administrative expenses
            
            
            547,464
            
            
            
            859,542
            
            
            
            93,562
            
            
            
            278,600(LOSS)
                FROM OPERATIONS
            
            
            (581,733
            )
            
            
            (855,281
            )
            
            
            (93,562
            )
            
            
            (249,121
            )OTHER
                EXPENSEAmortization
                of discount on debt
            
            
            91,646
            
            
            
            63,348
            
            
            
            31,259
            
            
            
            24,866(Gain)
                loss on revaluation of derivatives
            
            
            93,704
            
            
            
            144,861
            
            
            
            46,844
            
            
            
            (14,807
            )Interest
                expense
            
            
            70,369
            
            
            
            44,950
            
            
            
            24,661
            
            
            
            18,188Total
                other expense
            
            
            255,719
            
            
            
            253,159
            
            
            
            102,764
            
            
            
            28,247(LOSS)
                BEFORE PROVISION FORINCOME
                TAXES
            
            
            (837,452
            )
            
            
            (1,108,440
            )
            
            
            (196,326
            )
            
            
            (277,368
            )PROVISION
                FOR INCOME TAXES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
                (LOSS) BEFORE PREFERRED DIVIDENDS
            
            
            (837,452
            )
            
            
            (1,108,440
            )
            
            
            (196,326
            )
            
            
            (277,368
            )PREFERRED
                DIVIDENDS
            
            
            41,136
            
            
            
            33,301
            
            
            
            13,863
            
            
            
            13,863NET
                (LOSS) APPLICABLE TO COMMON SHARES
            
            $
            (878,588
            )
            
            $
            (1,141,741
            )
            
            $
            (210,189
            )
            
            $
            (291,231
            )NET
                LOSS PER COMMON SHAREBasic
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
                AVERAGE SHARES OUTSTANDINGBasic
            
            
            249,470,600
            
            
            
            249,470,600
            
            
            
            249,470,600
            
            
            
            249,470,600Diluted
            
            
            249,470,600
            
            
            
            249,470,600
            
            
            
            249,470,600
            
            
            
            249,470,600







The
      accompanying notes are an integral part of these condensed financial
      statements.






-
          3
          -


**THOMAS
      PHARMACEUTICALS, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS (UNAUDITED)**





For
                the nine months endedSeptember
                30,2007
            
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss before preferred dividends
            
            $
            (837,452
            )
            
            $
            (1,108,440
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                expense
            
            
            9,483
            
            
            
            9,483Amortization
                of intangibles
            
            
            2,316
            
            
            
            —Impairment
                of intangible assets
            
            
            79,137
            
            
            
            —Amortization
                of debt discount on beneficial conversion
            
            
            91,646
            
            
            
            63,348Loss
                on revaluation of derivatives
            
            
            93,704
            
            
            
            144,861Provision
                for product returns and reserve for bad debt
            
            
            90,881
            
            
            
            49,821Provision
                for excess and obsolete inventory
            
            
            26,117
            
            
            
            —Changes
                in certain assets and liabilities:(Increase)
                in accounts receivable
            
            
            (35,206
            )
            
            
            (137,659
            )(Increase)
                decrease in inventory
            
            
            8,640
            
            
            
            (48,361
            )(Increase)
                decrease in prepaid expenses and other assets
            
            
            35,019
            
            
            
            (107,198
            )Increase
                (decrease) in accounts payable and accrued liabilities
            
            
            260,120
            
            
            
            (14,720
            )Increase
                in payroll taxes due
            
            
            3
            
            
            
            26Total
                cash (used in) operating activities
            
            
            (175,592
            )
            
            
            (1,148,839
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchase
                of property and equipment
            
            
            —
            
            
            
            (5,633
            )Purchase
                of trademarks and other intangibles
            
            
            (3,247
            )
            
            
            (12,795
            )Cash
                acquired in merger with Thomas Pharmaceuticals, Ltd
            
            
            —
            
            
            
            36Total
                cash (used in) investing activities
            
            
            (3,247
            )
            
            
            (18,392
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Gross
                proceeds from debt financing
            
            
            185,000
            
            
            
            685,000Gross
                proceeds from sales of equity securities
            
            
            —
            
            
            
            550,000Repayment
                of debt financing
            
            
            (6,000
            )
            
            
            —Total
                cash provided by financing activities
            
            
            179,000
            
            
            
            1,235,000NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            161
            
            
            
            67,769CASH
                AND CASH EQUIVALENTS – BEGINNING OF PERIOD
            
            
            11,747
            
            
            
            100CASH
                AND CASH EQUIVALENTS – END OF PERIOD
            
            $
            11,908
            
            
            $
            67,869CASH
                PAID DURING THE PERIOD FOR:Interest
                expense
            
            $
            -
            
            
            $
            -Income
                taxes
            
            $
            -
            
            
            $
            -





The
      accompanying notes are an integral part of these condensed financial
      statements.




-
          4
          -


**THOMAS
      PHARMACEUTICALS, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS (UNAUDITED)(Continued)**





SUPPLEMENTAL
      CASH FLOW INFORMATION





For
      the nine months ended September 30, 2007:





a)
            The
                Company issued a 10% Promissory Note valued at $160,000 to Thomas
                Pharmaceutical Acquisition Corp. pursuant to the terms of the Extension
                Agreement with iVoice, Inc., Thomas Pharmaceutical Acquisition Corp.
                and
                Thomas Pharmaceuticals.





b)
            The
                Company issued a 10% Secured Convertible Debenture valued at $25,000
                to
                iVoice, Inc., a related party.





c)
            The
                Company accrued $41,136 of preferred stock dividends. This amount
                remains
                unpaid.





For
      the nine months ended September 30, 2006:





a)
            On
                January 6, 2006, the Company concluded the merger of Thomas
                Pharmaceuticals, Ltd, a New York corporation (“Thomas
                NY”).
                Pursuant to terms of the Agreement and Plan of Merger, the Company
                issued
                500,000 shares of Series A Convertible Preferred Stock valued at
                $5,000 to
                the previous shareholders of Thomas NY. The net cash effect on cash
                flows
                is as follows:





Cash
            
            $
            36Property
                and equipment
            
            
            115,175Intangible
                assets
            
            
            1,878Deposits
                and other assets
            
            
            1,900Accounts
                payable and accrued expenses
            
            
            (187,522
            )Notes
                payable, net of current portion
            
            
            (20,000
            )Minority
                interest in subsidiary stock
            
            
            (5,000
            )Total
                intangible value of customer lists
            
            $
            (93,533
            )





b)
            The
                Company issued 550 shares of Series B Convertible Preferred Stock
                valued
                at $550,000 to iVoice, Inc., pursuant to the terms of the Agreement
                and
                Plan of Merger, with Thomas NY.





c)
            The
                Company issued 10% Secured Convertible Debentures valued at $585,000
                to
                iVoice, Inc., pursuant to the terms of the Agreement and Plan of
                Merger,
                with Thomas NY.





d)
            The
                Company issued an Administrative Service Convertible Debenture valued
                at
                $100,000 to iVoice, Inc., pursuant to the terms of the Agreement
                and Plan
                of Merger, with Thomas NY.





e)
            The
                Company accrued $33,301 of preferred stock dividends. This amount
                remains
                unpaid.
















The
      accompanying notes are an integral part of these condensed financial
      statements.




-
          5
          -


THOMAS
      PHARMACEUTICALS,
      LTD.


**NOTES
      TO THE CONDENSED FINANCIAL STATEMENTS
      (UNAUDITED)**


**SEPTEMBER
      30, 2007 AND 2006**





**NOTE
      1 - ORGANIZATION AND BASIS OF PRESENTATION**





Thomas
      Pharmaceuticals, Ltd. (the “Company” or “Thomas Pharmaceuticals”) is a wholly
      owned subsidiary of iVoice, Inc. (“iVoice”) by virtue of iVoice’s ownership of
      all of the shares of Class A Common Stock. The Company also has some minority
      investors who own the Series A Preferred Stock and one of whom is also an
      officer of the Company.  The Company was incorporated as iVoice
      Acquisitions Corp. in New Jersey on May 19, 2005.  On January 6, 2006,
      iVoice Acquisitions Corp. completed the merger with Thomas Pharmaceuticals,
      Ltd., a New York Corporation (“Thomas NY”). Pursuant to the terms of the
      Agreement and Plan of Merger with Thomas NY, iVoice Acquisition Corp’s name was
      changed to Thomas Pharmaceuticals, Ltd. The Company develops and markets over
      the counter non-prescription healthcare products. The Company focuses on
      high-end, branded consumables. Its first product, Acid + AllTM, is a
      calcium-enriched, sugar free, anti-gas antacid.  The Company operates its
      business from the home office of iVoice in Matawan, NJ and distributed the
      products from its vendors packaging operation in Pawtucket, R.I.





**Basis
      of Presentation**





The
      accompanying financial statements of the Company have been derived from the
      consolidated financial statements and accounting records of iVoice using the
      historical results of operations and historical basis of assets and liabilities
      of iVoice’s over the counter non-prescription healthcare products business and
      are prepared on the accrual basis of accounting in accordance with the
      accounting principles generally accepted in the United States of America.
      Management believes the assumptions underlying the financial statements are
      reasonable and include all costs directly applicable to the Company. These
      financial statements do not include any allocation of expenses and assets from
      the parent, iVoice.  However, the financial statements included herein
      may not necessarily reflect the Company’s results of operations, financial
      position and cash flows would have had the Company been a stand-alone company
      during the periods presented.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Start-up
      Costs**





In
      accordance with the American Institute of Certified Public Accountants Statement
      of Position 98-5, “Reporting on the Costs of Start-up Activities,” the Company
      expenses all costs incurred in connection with the start-up and organization
      of
      the Company.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.








-
          6
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid debt instruments and other short-term
      investments with an initial maturity of three months or less to be cash or
      cash
      equivalents. As of September 30, 2007, the Company has no cash
      equivalents.





The
      Company maintains cash and cash equivalents with a financial institution, which
      is insured by the Federal Deposit Insurance Corporation up to $100,000. At
      various times throughout the year, the Company had balances on deposits at
      the
      financial institutions in excess of federally insured limits. The Company had
      no
      uninsured cash balances at September 30, 2007.





**Revenue
      and Cost Recognition**





Product
      sales revenue, net of estimated provisions, is recognized when persuasive
      evidence that an arrangement exists, delivery has occurred, the selling price
      is
      fixed or determinable, and collectability is reasonably assured. Provisions
      for
      sales discounts, and estimates for chargebacks, rebates, and product returns
      are
      established as a reduction of product sales revenue at the time revenues are
      recognized, based on historical experience adjusted to reflect known changes
      in
      the factors that impact these reserves.  Cost of revenue includes
      direct costs to produce and distribute the products.





**Product
      Returns**





The
      Company offers an open return policy for unsold product and the Company had
      a
      limited number of product returns.  Management determined that in
      order to provide adequate provision, that the provision for product returns
      is
      based on the balance of uncollected receivables from customers who have not
      made
      any payments at the end of the period.  At September 30, 2007,
      management has provided a provision for product returns on 100% of the
      uncollected receivables. The provision for product returns at September 30,
      2007
      is $148,244.





**Accounts
      Receivable**





The
      Company conducts business and extends credit pursuant to the individual
      agreements. Standard terms are 2%-30/net 30 and most of the small customers
      conform to these terms. Several large customers have provisions in their
      agreements that delay payments to the Company until there is a steady flow
      of
      products being resold. In some cases, the Company also offers an unlimited
      return policy for slow moving products. Provisions created for product returns
      also reduce the outstanding balance of accounts receivable. Exposure to losses
      on receivables is expected to vary by customer due to how the products are
      being
      purchased by the end-users.





-
          7
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





As
      of
      September 30, 2007, the accounts receivable, net of allowance of product returns
      and bad debt, is as follows:





September
                30,2007Accounts
                receivable
            
            $
            190,275Less:
                allowance for product returns
            
            
            (148,244
            )Less:
                provision for bad debt
            
            
            (42,031
            )Net
                accounts receivable
            
            $
            (0
            )





**Provision
      for Bad Debt**





The
      Company evaluates the credit worthiness of each of its customers and has
      determined that some accounts will be uncollectible and will have to be written
      off in the future. Management has determined that a provision for bad debt
      of
      $42,031, in addition to the provision for product returns, is sufficient at
      September 30, 2007.





**Inventory**





Inventory,
      consisting primarily of raw materials and finished goods such as antacid
      tablets, tins, display boxes and completed shipping boxes, and is valued at
      the
      lower of cost or market.  Cost is determined on a first-in, first-out
      basis for the materials and includes an allocation of the production labor
      for
      the packaging and shipping provided by an unrelated contractor.





Inventory
      reserves are estimated for excess and slow-moving inventory. These estimates
      are
      based on current assessments about future demands, market conditions and related
      management initiatives.  If market conditions and actual demands are
      less favorable than those projected by management, additional inventory
      write-downs may be required.





During
      the nine months ended September 30, 2007, the Company was notified by its
      contract packager that the Company had shipped all available finished goods
      and
      that no further packaging would take place. Based on this event, management
      determined that the remaining inventory of raw materials was of no value and
      that a 100% reserve was required for all remaining inventory.





As
      of
      September 30, 2007, the inventory at cost and reserves for excess and
      slow-moving inventory is as follows:





September
                30,2007Inventory
                at cost
            
            $
            56,116Less:
                Reserve for excess and slow-moving inventory
            
            
            (56,116
            )Net
                inventory
            
            $
            0







-
          8
          -
 
 THOMAS
              PHARMACEUTICALS,
              LTD.
 **NOTES
              TO THE CONDENSED FINANCIAL STATEMENTS
              (UNAUDITED)**
 **SEPTEMBER
              30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**Intangible
      Assets**





Intangible
      assets represent the intangible value placed on the customer list acquired
      from
      Thomas NY and on costs incurred for trademarks and trademark applications.
      The
      intangible value of the customer list is being amortized over three years on
      a
      straight-line basis and the trademark costs are amortized over ten years on
      a
      straight-line basis. Identified intangible assets are regularly reviewed to
      determine whether facts and circumstances exist which indicate that the useful
      life is shorter than originally estimated or the carrying amount of assets
      may
      not be recoverable. The Company assesses the recoverability of its identifiable
      intangible assets by comparing the projected discounted net cash flows
      associated with the related asset or group of assets over their remaining lives
      against their respective carrying amounts. Impairment is based on the excess
      of
      the carrying amount over the fair value of those assets. Also see Note
      3.





**Advertising
      Costs**





Advertising
      costs are expensed as incurred and are included in selling and marketing
      expenses.  For the nine months ended September 30, 2007 and 2006, the
      Company incurred $24,895 and $326,837, respectively, in advertising
      costs.





**Derivative
      Liabilities**





During
      April 2003, the Financial Accounting Standards Board issued SFAS 149, “Amendment
      of Statement 133 on Derivative Instruments and Hedging
      Activities.”  SFAS 149 amends and clarifies accounting for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities under SFAS 133, “Accounting for Derivative
      Instruments and Hedging Activities.” The statement requires that contracts with
      comparable characteristics be accounted for similarly and clarifies when a
      derivative contains a financing component that warrants special reporting in
      the
      statement of cash flows.  SFAS 149 is effective for contracts entered
      into or modified after June 30, 2003, except in certain circumstances, and
      for
      hedging relationships designated after June 30, 2003. The financial statements
      for the nine months ended September 30, 2007 include the recognition of the
      derivative liability on the underlying securities issuable upon conversion
      of
      the iVoice Secured Convertible Debentures and Thomas Pharmaceuticals Acquisition
      Corp. (“Thomas Acquisition”) Promissory Notes.




-
          9
          -
 
 THOMAS
            PHARMACEUTICALS,
            LTD.
 **NOTES
            TO THE CONDENSED FINANCIAL STATEMENTS
            (UNAUDITED)**
 **SEPTEMBER
            30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**Income
      Taxes**





The
      Company was a subsidiary of iVoice and as such, its results of operations were
      reported as part of the consolidated federal income tax returns of iVoice Upon
      the spin-off from iVoice, Inc, the Company will no longer be included in the
      consolidated returns of iVoice, Inc and will be required to account for income
      taxes in accordance with Statements of Financial Accounting Standards No. 109,
      “Accounting for Income Taxes,” which requires an asset and liability approach to
      financial accounting and reporting for income taxes. Deferred income taxes
      and
      liabilities are computed annually for differences between the financial
      statement and the tax basis of assets and liabilities that will result in
      taxable or deductible amounts in the future based on enacted tax laws and rates
      applicable to the periods in which the differences are expected to affect
      taxable income. Valuation allowances are established when necessary to reduce
      deferred tax assets to the amount expected to be realized.





**Fair
      Value of Financial Instruments**





The
      carrying amount reported in the balance sheet for cash and cash equivalents,
      accounts receivable, accounts payable and accrued expenses approximate fair
      value because of the immediate or short-term maturity of these financial
      instruments. The carrying amount reported for notes payable and convertible
      debentures approximates fair value because the interest on the underlying
      instruments is comparable with current market rates.





**Fixed
      Assets**





Fixed
                assets are stated at cost. Depreciation is computed using the
                straight-line method over the estimated useful lives of the
                assets.





When
                assets are retired or otherwise disposed of, the costs and related
                accumulated depreciation are removed from the accounts, and any resulting
                gain or loss is recognized in income for the period. The cost of
                maintenance and repairs is charged to income as incurred; significant
                renewals and betterments are capitalized. Deduction is made for
                retirements resulting from renewals or
                betterments.





As
      of
      September 30, 2007, the costs and accumulated depreciation for the property
      and
      equipment is as follows:





September
                30,2007Property
                and equipment at cost
            
            $
            120,808Less:
                Accumulated depreciation
            
            
            (22,127
            )Net
                property and equipment
            
            $
            98,681




-
          10
          -
 
 THOMAS
            PHARMACEUTICALS,
            LTD.
 **NOTES
            TO THE CONDENSED FINANCIAL STATEMENTS
            (UNAUDITED)**
 **SEPTEMBER
            30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**





**Loss
      Per Share of Common Stock**





Historical
      net loss per common share is computed using the weighted average number of
      common shares outstanding. Common stock equivalents were not included in the
      computation of diluted earnings per share when the Company reported a loss
      because to do so would be antidilutive for periods presented.





The
      following is a reconciliation of the computation for basic and diluted
      EPS:




Nine
                  month ended September 30,
              
              
              Three
                  month ended September 30,2007
              
              
              2006
              
              
              2007
              
              
              2006Net
                  (loss) applicable to common shares
              
              $
              (878,588
              )
              
              $
              (1,141,741
              )
              
              $
              (210,189
              )
              
              $
              (291,231
              )Weighted-average
                  common sharesOutstanding
              
              
              249,470,600
              
              
              
              249,470,600
              
              
              
              249,470,600
              
              
              
              249,470,600Net
                  (loss) per share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )


Except
      for the shares issuable upon conversion of the iVoice Convertible Debenture,
      the
      Thomas Acquisition Convertible Debentures, the Series A Convertible Preferred
      Stock and the Series B Convertible Preferred Stock, which are indeterminable
      at
      this time, the Company does not have any common stock equivalents available
      at
      September 30, 2007 and 2006, respectively.





**Recent
      Accounting Pronouncements**




In
      June
      2007, the FASB ratified the consensus in EITF Issue No. 07-3 “Accounting for
      Nonrefundable Payments for Goods or Services to Be Used in Future Research
      and
      Development Activities”, requiring that nonrefundable advance payments for
      future research and development activities be deferred and capitalized. Such
      amounts should be expensed as the related goods are delivered or the related
      services are performed. The statement is effective for fiscal years beginning
      after December 15, 2007. Management is currently assessing the potential impact
      of the standard on the Company’s financial statements.




In
      June
      2007, the FASB ratified EITF Issue No. 06-11 “Accounting for Income Tax Benefits
      of Dividends on Share-Based Payment Awards” (EITF 06-11), which requires
      entities to record tax benefits on dividends or dividend equivalents that are
      charged to retained earnings for certain share-based awards to additional
      paid-in capital. In a share-based payment arrangement, employees may receive
      dividends or dividend equivalents on awards of non-vested equity shares,
      non-vested equity share units during the vesting period, and share options
      until
      the exercise date. Generally, the payment of such dividends can be treated
      as
      deductible compensation for tax




-
          11
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)**




purposes.
      The amount of tax benefits recognized in additional paid-in capital should
      be
      included in the pool of excess tax benefits available to absorb tax deficiencies
      on share-based payment awards. EITF 06-11 is effective for fiscal years
      beginning after December 15, 2007, and interim periods within those years.
      Management is currently assessing the potential impact of this guidance on
      the
      Company’s financial statements.




**NOTE
      3 –INTANGIBLES ASSETS**





On
      January 6, 2006, the Company completed the merger with Thomas NY. As a result
      of
      the merger, the shareholders of Thomas NY exchanged all of their common stock
      shares of Thomas NY for 500,000 shares of the Company’s Series A Convertible
      Preferred Stock.  In addition, the Company assumed the assets and
      liabilities of Thomas NY with an aggregate value of ($93,533), which was
      recorded as the intangible value of the customer list.




During
      the year ended December 31, 2006, and the nine months ended September 30, 2007,
      the Company recorded an additional $12,795 and $3,247, respectively, of costs
      related to registering of trademarks of the Company.




During
      the nine months ended September 30, 2007, the Company was notified that the
      two
      largest retailers have decided to no longer carry the Acid+All® product since
      the Company did not have the financial resources for necessary sales and
      marketing activities at that time. The Company was also notified that the
      contract packager had ceased packaging the Acid+All® product and that the
      Company had no packaged products in inventory.




Under
      FAS
      No. 142, “Goodwill and Other Intangible Assets”, goodwill and other intangible
      assets are tested for impairment under certain circumstances, and written off
      when impaired, rather than being amortized as previous standards
      require.




All
      capitalized intangibles have been reviewed for impairment at September 30,
      2007.
      Based upon managements’ evaluation of this business, it was determined that the
      current book value of the intangible assets for the customer list and trademarks
      of the Company should be fully impaired for the amount of $109,137. At September
      30, 2007, intangible assets are as follows:




September
                30,2007Intangible
                assets at cost
            
            $
            111,453Less:
                Accumulated amortization
            
            
            (2,316
            )Less:
                Accumulated impairment
            
            
            (109,137
            )Net
                intangible assets
            
            $
            0








-
          12
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      4 – CONVERTIBLE DEBENTURES**





On
      January 6, 2006 the Company issued to iVoice a $360,000 secured convertible
      debenture due on January 1, 2013 bearing interest of 10%, compounded quarterly.
      As of September 30, 2007 the remaining principal balance of the convertible
      debenture was $360,000 plus $67,138 of accrued interest.





On
      January 6, 2006 the Company issued to iVoice a $100,000 administrative service
      convertible debenture due on January 1, 2013 bearing interest of 10%, compounded
      quarterly. This debenture is issued in lieu of payments on the Administrative
      Services Agreement of the same date. As of September 30, 2007 the remaining
      principal balance of the convertible debenture was $100,000 plus $18,650 of
      accrued interest.





On
      April
      27, 2006 the Company issued to iVoice a $225,000 secured convertible debenture
      due on January 1, 2013 bearing interest of 10%, compounded quarterly. As of
      September 30, 2007 the remaining principal balance of the convertible debenture
      was $225,000 plus $34,074 of accrued interest.





On
      February 7, 2007, the Company issued to iVoice a $25,000 secured convertible
      debenture due on February 6, 2014 bearing interest of 10%, compounded quarterly.
      As of September 30, 2007 the remaining principal balance of the convertible
      debenture was $25,000 plus $1,636 of accrued interest.





The
      Company can redeem a portion or all amounts outstanding under the iVoice
      Convertible Debentures at any time upon thirty (30) business days advanced
      written notice.  The redemption price shall be equal to one hundred
      twenty-five percent (125%) multiplied by the portion of the principal sum being
      redeemed, plus any accrued and unpaid interest.





iVoice
      may, at its discretion, convert the outstanding principal and accrued interest,
      in whole or in part, into a number of shares of Thomas Pharmaceuticals Class
      A
      Common Stock  at the price per share equal to eighty
      percent (80%) of the lowest closing bid price of the Common Stock for the
      five (5) trading days immediately preceding the conversion date. The Company
      determined that the beneficial conversion feature of the iVoice Debentures
      met
      the criteria of EITF No. 98-5 “Accounting for Convertible Securities with
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”,
      and therefore the conversion feature needed to be accounted for as a derivative.
      The fair value of the derivative was estimated at the date of issuance using
      the
      Black-Scholes model with the following assumptions: risk free interest rate
      (5.47%); expected dividend yield (0%); expected life (7 years); and volatility
      (169.22%, 194.86% and 154.79%). The aggregate fair value of the beneficial
      conversion feature was greater that the proceeds of the debentures and as such,
      an aggregate cumulative amount of $163,437 has been charged to loss on
      revaluation of derivatives, and the balance has been recorded as a discount
      on
      debt conversion.





The
      aggregate principal value of the iVoice debentures at September 30, 2007 is
      $710,000. This amounts is shown net of the unamortized portion of the discount
      on conversion of $544,807. This discount is being amortized over the life of
      the
      debenture and is being recorded as a charge to amortization of discount on
      beneficial conversion on the statement of operations.





-
          13
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      5 – NOTES PAYABLE**





As
      part
      of the merger with Thomas NY, the Company assumed a $20,000 promissory note
      due
      to Jana M. Wesley which bears interest at the rate of 5% per annum, compounded
      annually.  The promissory note matures on January 19, 2009 with a lump
      sum payment due of any remaining principal and interest. As of September 30,
      2007, the unpaid balance on the promissory note is $20,000 plus accrued interest
      of $2,817.





On
      January 26, 2007, Thomas Acquisition issued to an investor a debenture in the
      principal amount of $103,200 convertible into Class A Common Stock of Thomas
      Pharmaceuticals and a debenture in the principal amount of $96,800 convertible
      into Series B Convertible Preferred Stock of the Company. The $103,200 of the
      convertible debentures provide that, at the holder’s option, principal and
      interest due on the debentures can be converted into the number of shares of
      the
      Company’s Class A Common Stock determined by dividing the amount of the
      debenture being converted by a 20% discount to the lowest closing bid price
      of
      the Company’s Class A Common Stock for the five trading days before the
      conversion date.  The $96,800 of the convertible debentures provide
      that, at the holder’s option, principal and interest due on the debentures can
      be converted into the Company’s Series B Convertible Preferred Stock having a
      stated value of $1,000 per share. The $103,200 convertible debenture was secured
      with the assets of the Company, subordinate to the security interest previously
      granted to iVoice. The net proceeds of $160,000 from the convertible debentures
      were loaned to the Company in the form of a Promissory Note. The Promissory
      Note
      bears interest at the rate of ten percent per annum and has a term of seven
      years. On February 12, 2007, the Company repaid $6,000 that was applied to
      the
      principal balance of the promissory note. As of September 30, 2007, the unpaid
      balance on the promissory note is $154,000 plus accrued interest of
      $10,594.





The
      Company determined that the beneficial conversion feature of the Thomas
      Acquisition Debentures met the criteria of an EITF No. 98-5 and therefore the
      conversion feature needed to be accounted for as a derivative. The fair value
      of
      the derivative was estimated at the date of issuance using the Black-Scholes
      model with the following assumptions: risk free interest rate: 5.47%; expected
      dividend yield: 0%: expected life: 7 years; and volatility: 154.79%. The
      aggregate fair value of the beneficial conversion feature was greater that
      the
      proceeds of the promissory note and as such, an aggregate of $88,546 was charged
      to loss on revaluation of derivatives and the balance was recorded as a discount
      on debt conversion at the time of issuance.





The
      aggregate principal of the two promissory notes at September 30, 2007 is
      $174,000. The aggregate accumulated interest of the two promissory notes at
      September 30, 2007 is $13,412. The aggregate principal amounts are shown net
      of
      the unamortized portion of the discount on conversion of the Thomas Acquisition
      debentures of $139,333. This discount is being amortized over the life of the
      Thomas Acquisition debenture and is being recorded as a charge to amortization
      of discount on beneficial conversion on the statement of
      operations.





-
          14
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      6 - DERIVATIVE LIABILITY**





In
      accordance with SFAS 133, “ Accounting for Derivative Instruments and Hedging
      Activities” and EITF 00-19, “ Accounting for Derivative Financial Instruments
      Indexed to, and Potentially Settled in, a Company’s Own Stock”, the beneficial
      conversion feature associated with the iVoice and Thomas Acquisition Convertible
      Debentures represents embedded derivatives in that the conversion price is
      variable, the numbers of shares to be issued are indeterminable and the control
      of whether shares are issued does not reside with the Company. As such, the
      Company had recognized embedded derivatives on the iVoice debentures in the
      amount of $873,437 as a derivative liability in the accompanying balance sheet
      and as of September 30, 2007, they had an estimated fair value of $855,196.
      The
      Company has also recognized embedded derivatives during 2007 on the Thomas
      Acquisition debentures in the amount of $242,546 as a derivative liability
      in
      the accompanying balance sheet and as of September 30, 2007, it was measured
      at
      its estimated fair value of $244,428.





The
      estimated fair value of the embedded derivatives have been calculated based
      on a
      Black-Scholes pricing model using the following assumptions:





9/30/07Fair
                market value of stock
            
            $
            0.010Exercise
                price
            
            $
            0.008Dividend
                yield
            
            
            0.00
            %Risk
                free interest rate
            
            
            5.47
            %Expected
                volatility *
            
            
            172.72
            %Expected
                life
            5.25
                to 6.33 years





*
      It was
      determined that the historical stock prices of iVoice provided the closest
      comparable for determining the expected volatility of the Thomas common
      stock.





Changes
      in the fair value of the embedded derivatives are calculated at each reporting
      period and recorded in (gain) loss on revaluation of derivatives in the
      condensed statements of operations. For the nine months ended September 30,
      2007, there was a change in the fair value of the embedded derivatives, which
      resulted in a gain of $160.  This gain was offset by the losses
      recognized on the issuance of additional derivatives during the quarter in
      the
      amount of $93,864, resulting in a net loss of $93,704.  For the nine
      months ending September 30, 2006, there was a change in the fair value of the
      embedded derivatives, which resulted in a gain of $13,258.  This gain
      was offset by the immediate recognition of loss on revaluation of derivatives
      issued during the same period in the amount of $158,119, resulting in a net
      loss
      of $144,861.





In
      accordance with SFAS 133, SFAS 150, “Accounting for Certain Financials
      Instruments With Characteristics of Both Liabilities and Equity” and EITF 00-19,
      the fair market value of the derivatives are recorded as a debt
      discount.  The debt discount on the iVoice and Thomas Acquisition
      debentures of $710,000 and $154,000, respectively, is being amortized over
      the
      life of the convertible debentures. Amortization expense on the debt discount
      for the nine months ended September 30, 2007 and 2006 was $91,646 and $63,348,
      respectively.




-
          15
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      7 - OPERATING LEASE**





The
      Company leased a 300 square foot office space in New York City under a lease
      that expired on March 31, 2007. The term of the lease was one year commencing
      April 1, 2006. Monthly lease payments under the extended lease are $2,075 per
      month. The Company paid utilities, insurance and other costs relating to the
      leased space. The New York City office was closed on March 28, 2007 following
      the resignation of the President of the Company.





**NOTE
      8 – COMMITMENTS AND CONTINGENCIES**





On
      January 6, 2006 the Company entered into an Administrative Services Agreement
      with iVoice The term of this agreement commenced on January 6, 2006 and shall
      continue until the second anniversary thereof, unless earlier terminated or
      extended in accordance with the provisions of this Section 2 of the agreement.
      In consideration for the services, the Company issued to iVoice an
      Administrative Service Convertible Debenture in the amount of $100,000. For
      the
      nine months September 30, 2007 and 2006 the Company recorded $37,500 of service
      fees.  As of September 30, 2007, the remaining balance of $12,500 is
      recorded as prepaid expenses.





On
      January 2, 2006 the Company entered into an Employment Agreement with John
      E.
      Lucas to serve as its Chief Executive Officer through December 31, 2008 at
      an
      annual salary of $60,000 with annual cost of living
      increases.  Additionally, Mr. Lucas will receive incentive
      compensation equal to 2.5% of net sales in excess of $1 million in fiscal 2006
      and 2007 and 4% of net sales over $6 million in fiscal 2008.





On
      January 2, 2006 the Company entered into an Employment Agreement with Farris
      M.
      Thomas, Jr. to serve as its President through December 31, 2008 at an annual
      salary of $72,000 with annual cost of living increases.  On March 15,
      2007, Mr. Thomas resigned his position with the Company and his employment
      contract has been terminated.





On
      March
      1, 2007 the Company entered into a five-year employment agreement with Jerome
      Mahoney, which will become effective at the time of the Distribution, to serve
      as its Non-Executive Chairman of the Board for a term of five years. As
      consideration, the Company will pay Mr. Mahoney the sum of $85,000 the first
      year with an annual increase based on the Consumer Price Index every year
      thereafter. The Company also will pay Mr. Mahoney a bonus for each merger or
      acquisition completed by the Company equal to six percent (6%) of the gross
      consideration paid or received by the Company in a merger or acquisition
      completed by the Company during the term of the agreement. The compensation
      payable to Mr. Mahoney under the agreement may be paid in the form of cash,
      debt
      or shares of Class B Common Stock at the option of Mr. Mahoney.




-
          16
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      9 - STOCKHOLDERS’ DEFICIT**





Pursuant
      to the Company’s Certificate of Incorporation, the Company is authorized to
      issue 1,000,000 shares of preferred stock, no par value per share,
      10,000,000,000 shares of Class A Common Stock, no par value per share, and
      50,000,000 shares of Class B Common Stock, no par value per share. Of the
      1,000,000 authorized shares of Preferred Stock, 500,000 shares are designated
      as
“Series A Convertible Preferred Stock” and 1,000 shares are designated as
“Series B Convertible Preferred Stock”.




a)
            Preferred
                Stock




Preferred
      Stock consists of 1,000,000 shares of authorized preferred stock with no par
      value per share.  As of September 30, 2007, 500,550 shares were issued
      and outstanding in the following designations:





Series
      A Convertible Preferred Stock





Series
      A
      Convertible Preferred Stock consists of 500,000 shares with no par value. The
      initial value of each share is $.01 and is subject to adjustment for stock
      dividends, combinations, splits, recapitalizations and the like. The holders
      of
      these shares are not entitled to receive dividends at any time. Upon
      liquidation, the holders of these shares will receive up to 100% of the initial
      value of the shares, but following the distribution to any senior debt or senior
      equities. The holders of these shares may request that iVoice to spin-off the
      Company from iVoice and for iVoice to use its commercially reasonable efforts
      to
      file and cause to become effective a registration statement under the Securities
      Act of 1933, as amended. The holders of these shares will receive a prorated
      portion of the Net Enterprise Value as provided for in the amended certificate
      of incorporation.





The
      holders of these shares shall have no voting rights, except as required by
      law
      or as explicitly set forth in the amended certificate of incorporation. The
      holders of these shares shall have the right to elect one director of the
      Corporation.





As
      of
      September 30, 2007 there are 500,000 shares issued and outstanding.





Series
      B Convertible Preferred Stock





Series
      B
      Convertible Preferred Stock consists of 1,000 shares with no par value. The
      initial value of each share is $1,000 and is subject to adjustment for stock
      dividends, combinations, splits, recapitalizations and the like. The holders
      of
      these shares are entitled to receive dividends at a rate of 10% per annum based
      on the initial value of the shares outstanding. Upon liquidation, the holders
      of
      these shares will receive up to 125% of the initial value of the shares plus
      accumulated and unpaid dividends,




-
          17
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      9 - STOCKHOLDERS’ DEFICIT (Continued)**





but
      following the distribution to any senior debt or senior equities. Upon the
      SEC
      declaring the effectiveness of a registration statement of the Company, the
      holders of these shares may convert their shares into Class A Common Stock
      at
      the price per share equal to eighty percent (80%) of the lowest closing bid
      price of the Common Stock for the five (5) trading days immediately preceding
      the conversion date.   The holders of these shares shall have one
      vote for each shares of Class A Common Stock into which each shares of Series
      B
      Preferred Shares could be converted, assuming a conversion price of eighty
      percent (80%) of the lowest closing bid price of the Common Stock for the
      five (5) trading days immediately preceding the record date, and of equal voting
      rights and powers of the holders of the Class A Common Stock and is entitled
      to
      vote together with respect to any question upon which the holders of Class
      A
      Common Stock have the right to vote. The Corporation must also get a majority
      approval from the holders of the Series B Preferred Stock to make any changes
      to
      the structure of the Company or to authorize or issue any equity or debt
      security that has a preference or priority over the Series B Preferred Stock
      as
      to liquidation preferences, dividend rights, voting rights, or
      otherwise.





As
      of
      September 30, 2007 there are 550 shares issued and outstanding.





b)
            Class
                A Common Stock





Class
      A
      Common Stock consists of 10,000,000,000 shares of authorized Class A common
      stock with no par value.  Prior to the effectiveness of the
      registration statement, there were 100 shares issued and outstanding.
      Immediately prior to the effective date of the registration statement, the
      Company will declare a 2,494,706-for-one stock split. Following the stock split,
      the Company will have 249,470,600 shares issued and outstanding. For
      presentation purposes, the stock split is retroactively applied to each
      reporting period.  The effect of the stock split would be to decrease
      the net loss per share from $8,785.88 to $.00 for the nine months ended
      September 30, 2007 and from $11,417.41 to $.00 for the nine months ended
      September 30, 2006.





Each
      holder of Class A common stock is entitled to one vote for each share held
      of
      record.  Holders of Thomas Pharmaceuticals Class A common stock have
      no preemptive, subscription, conversion, or redemption rights.  Upon
      liquidation, dissolution or winding-up, the holders of Class A common stock
      are
      entitled to receive net assets pro rata.  Each holder of Class A
      common stock is entitled to receive ratably any dividends declared by our board
      of directors out of funds legally available for the payment of
      dividends.





c)
            Class
                B Common Stock





Class
      B
      Common Stock consists of 50,000,000 shares of authorized Class B common stock
      with no par value.  As of September 30, 2007 there are no shares
      issued and outstanding.




-
          18
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      9 - STOCKHOLDERS’ DEFICIT (Continued)**





Upon
      the
      consummation of a Spin-off Transaction and the commencement of public trading
      of
      the Class A Common Stock of the Corporation, each holder of Class B Common
      Stock
      shall have the right to convert each share of Class B Common Stock into the
      number of Class A Common Stock Shares calculated by dividing the number of
      Class
      B Common Stock Shares being converted by eighty percent (80%) of the lowest
      price that the Company had previously issued its Class A Common Stock since
      the
      Class B Common Stock Shares were issued.





Each
      holder of Class B common stock is entitled to one vote for each share of Class
      B
      common stock held.  Each holder has full voting rights and powers
      equal to the voting rights and powers of the holders of Class A Common Stock
      and
      is entitled to vote, together with holders of Class A Common Stock and not
      as a
      separate class (except as required by law), with respect to any question upon
      which holders of Class A Common Stock have the right to vote. Upon the
      consummation of a Spin-off Transaction and the commencement of public trading
      of
      the Class A common stock, then every holder of the outstanding shares of the
      Class B Common Stock shall be entitled on each matter to cast the number of
      votes equal to the number of Class A Common Stock Shares that would be issued
      upon the conversion of the Class B Common Stock Shares held by that holder,
      had
      all of the outstanding Class B Common Stock Shares held by that holder been
      converted on the record date used for purposes of determining which shareholders
      would vote in such an election.  With respect to all matters upon
      which shareholders are entitled to vote or to which shareholders are entitled
      to
      give consent, the holders of the outstanding shares of Class B Common Stock
      Shares shall vote together with Class A Common Stock Shares without regard
      to
      class, except as to those matters on which separate class voting is required
      by
      applicable law.





Each
      share of Class B Common Stock shall receive dividends or other distributions,
      as
      declared, equal to the number of Class A Common Stock Shares that would be
      issued upon the conversion of the Class B Common Stock Shares, had all of the
      outstanding Class B Common Stock Shares been converted on the record date
      established for the purposes distributing any dividend or other shareholder
      distribution.





d)
            Dividends





Pursuant
      to the Company’s amended certificate of incorporation, the Company is required
      to accrue dividends at the rate of 10% per annum of the Series B Initial Value
      of each share of Series B Convertible Preferred Stock outstanding on each
      Dividend Payment Date, being March 31, June 30, September 30 and December 31.
      Dividends on the Series B Preferred Stock shall be cumulative from the date
      of
      issue. Accrued and unpaid dividends for any past Dividend Period, being the
      quarterly period commencing on and including the day after the preceding
      Dividend Payment Date, may be declared and paid at any time as may be fixed
      by
      the Board of Directors. The Company has not paid any dividends on its Series
      B
      Convertible Preferred Stock or its common stock and management does not
      contemplate doing so in the foreseeable future. The Company anticipates that
      any
      earnings generated from operations will be used to finance growth.




-
          19
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      10 – ACQUISITIONS & MERGERS**





On
      January 6, 2006, the Company completed the merger with Thomas NY. As a result
      of
      the merger, the Shareholders of Thomas NY exchanged all of their common stock
      shares of Thomas NY for 500,000 shares of Series A Convertible Preferred Stock.
      In addition, the Company assumed the assets and liabilities of Thomas
      NY.  The merger has been accounted for under the purchase method of
      accounting and the Company is considered the acquiring entity by virtue that
      they are the issuer of the stock and that they have continuing control of the
      Company’s voting stock. The aggregate book value of Thomas NY was determined to
      be ($93,533), which was recorded as intangible assets.





The
      book
      value ($93,533) of Thomas NY at the time of the merger consisted
      of:





Cash
            
            $
            36Property
                and equipment
            
            
            115,175Intangible
                assets
            
            
            1,878Security
                deposits
            
            
            1,900Accounts
                payable & accrued expenses
            
            
            (187,522
            )Notes
                payable
            
            
            (20,000
            )Series
                A Convertible Preferred Stock
            
            
            (5,000
            )Total
                intangible value of customer list
            
            $
            (93,533
            )





On
      August
      9, 2006, iVoice entered into a Stock Purchase Agreement by and among iVoice,
      Thomas Pharmaceutical Acquisition Corp (“Thomas Acquisition”), a Delaware
      corporation and the Company, whereby Thomas Acquisition agreed to purchase
      all
      the Company’s securities held by iVoice These securities include the Class A
      common stock, Series B Convertible Preferred Stock, Secured Convertible
      Debentures and Administrative Service Convertible Debenture for $1,235,100,
      plus
      a 25% premium and accrued interest and interest and dividends accrued under
      the
      terms of such securities through the Closing Date.  The closing will
      occur when Thomas Acquisition secures financing to consummate the
      transaction.  In addition, iVoice may terminate this Stock Purchase
      Agreement since this transaction was not completed by October 31,
      2006.





On
      January 25, 2007, iVoice entered into an Extension Agreement by and among
      iVoice, Inc, Thomas Acquisition and the Company (the “Parties”), whereby the
      Parties have agreed to extend the termination date provided in the Stock
      Purchase Agreement until such time as SEC declares effective a registration
      statement for the distribution of the Company’s Class A Common
      Stock.  It was also agreed by the parties that Thomas Acquisition
      would provide $160,000 to the Company as bridge financing until Thomas
      Acquisition can arrange their own financing to consummate the original Stock
      Purchase Agreement.




-
          20
          -
 
 THOMAS
          PHARMACEUTICALS,
          LTD.
 **NOTES
          TO THE CONDENSED FINANCIAL STATEMENTS
          (UNAUDITED)**
 **SEPTEMBER
          30, 2007 AND 2006**


**NOTE
      11 - GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has sustained net
      operating losses for the nine months ending September 30, 2007 and 2006. There
      is no guarantee that the Company will be able to raise enough capital or
      generate revenues to sustain its operations. This raises doubt about the
      Company’s ability to continue as a going concern.





The
      Company’s future success is dependent upon its ability to achieve profitable
      operations and generate cash from operating activities, and upon additional
      financing. There is no guarantee that the Company will be able to raise enough
      capital or generate revenues to sustain its operations. Management believes
      they
      can raise the appropriate funds needed to support their business plan and to
      grow the Company so that it can maintain a positive cash flow.





The
      financial statements do not include any adjustments relating to the
      recoverability or classification of recorded assets and liabilities that might
      result should the Company be unable to continue as a going concern.





**NOTE
      12 - SUBSEQUENT EVENTS**





On
      November 8, 2007, iVoice issued a press release announcing the Record Date
      of
      November 14, 2007 for the pending spin-off of Thomas Pharmaceuticals Ltd. to
      shareholders of iVoice. On October 26, 2007 and November 9, 2007, the
      registration statements on Form SB-2 registering the shares to be distributed
      in
      the form of a special dividend to iVoice shareholders were declared effective
      by
      the SEC, respectively. The distribution of the shares of Thomas Pharmaceuticals
      was completed on November 21, 2007.







-
          21
          -


**ITEM
      2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





This
      discussion and analysis of our financial condition and results of operations
      includes “forward-looking” statements that reflect our current views with
      respect to future events and financial performance. We use words such as we
      “expect,” “anticipate,” “believe,” and “intend” and similar expressions to
      identify forward-looking statements. You should be aware that actual results
      may
      differ materially from our expressed expectations because of risks and
      uncertainties inherent in future events and you should not rely unduly on these
      forward looking statements. We will not necessarily update the information
      in
      this discussion if any forward-looking statement later turns out to be
      inaccurate.





You
      should read the following discussion in conjunction with our audited financial
      statements and related notes included in the Form SB-2 previously filed with
      the
      SEC. Our fiscal year currently ends on December 31, and each of our fiscal
      quarters ends on the final day of a calendar quarter (each March 31, June 30
      and
      September 30). The following discussion contains forward-looking statements.
      Please see Forward-Looking Statements for a discussion of uncertainties, risks
      and assumptions associated with these statements





**Overview**




Thomas
      Pharmaceuticals, Ltd. (the “Company” or “Thomas Pharmaceuticals”) was a
      wholly-owned subsidiary of iVoice.  Thomas Pharmaceuticals was founded
      on the premise that money can be made by making the “humdrum hip” or by
      retooling a mundane product to make it new and exciting.  The strategy
      of Thomas Pharmaceuticals is to capitalize on “old school” or “retro” products,
      such as antacids, with proven effectiveness and usefulness, but with improved
      formulation, packaging, marketing and advertising to articulate the brand
      attributes to a new generation of consumer who demand substance with style.
      Thomas Pharmaceuticals operates its business from its executive office in
      Matawan, New Jersey.





Thomas
      Pharmaceuticals began selling its first product, Acid+All®, a calcium-enriched,
      sugar free, anti-gas antacid tablet, in January 2006.  During the year
      ended December 31, 2006 Thomas Pharmaceuticals generated approximately $179,938
      in revenues from product sales.  Product sales have decreased
      substantially during the first nine months of 2007.  For the nine
      months ended September 30, 2007, Thomas Pharmaceuticals generated $26,707 in
      revenues from sales of Acid+All®.   During 2006 and 2007 the product
      was available through additional retailers who decided to no longer carry the
      Acid+All® product since Thomas Pharmaceuticals did not have the financial
      resources for necessary sales and marketing activities at that time. Thomas
      Pharmaceuticals needs to raise significant financing in order to fund its
      ongoing operations.  There can be no assurance as to the receipt or
      timing of financing.  We anticipate that our operations will require
      at least $190,000 per quarter.





Thomas
      Pharmaceuticals is currently not shipping Acid+All® to any
      retailers.  The only sales of Acid+All®  at this time are
      sales of remaining products on the shelves of retailers who previously ordered
      Acid+All®.  Currently, Thomas Pharmaceuticals has no new orders for
      its product and if it were to receive any order for the Acid+All® product it
      would be unable to fill such order since its contract packager has ceased
      packaging the Acid+All® product based on the financial condition of the Company
      and the Company has no packaged products in inventory.  If Thomas
      Pharmaceuticals is able to obtain necessary financing it may be able to enter
      into a new arrangement with a contractor to package Acid+All® and may be able to
      develop new contracts




-
          22
          -


with
      retailers.  However, no such assurance can be given that Thomas
      Pharmaceuticals will be able to obtain financing or enter into any new contracts
      with retailers or a packager.





Based
      on
      the operational developments described above and the lack of financing,
      management is currently evaluating the business of the
      Company.  Thomas Pharmaceuticals will not be able to continue in the
      business of selling Acid+All®  or engage in any other related or
      unrelated business unless it obtains financing or enters into a merger,
      consolidation, reorganization, joint venture, license, purchase or sale of
      assets, purchase or sale of stock, or other similar transaction.  Any
      such merger, acquisition or other transaction may be with a company which has
      a
      business outside the current field of operations of Thomas
      Pharmaceuticals.  Management of Thomas Pharmaceuticals is actively
      seeking a potential merger or acquisition candidate.  There can be no
      assurance that any acquisition plan will be successfully implemented. Thomas
      Pharmaceuticals may not be able to identify, successfully integrate or
      profitably manage any such businesses or operations.  Currently,
      Thomas Pharmaceuticals has no plans, proposals or arrangements, either orally
      or
      in writing, regarding any specific proposed acquisition or merger.




As
      described herein, Thomas Pharmaceuticals currently faces a multitude of problems
      which have a significant impact on the Company.  These problems each
      stem from a lack of financing and are interrelated.  As a result of
      not having adequate financing for sales and marketing activities retailers
      that
      previously carried the Acid+All® product stopped ordering such
      product.   This in turn resulted in the Company’s packager to
      stop packaging the Acid+All® product.  Without a packager for the
      product the Company is not able to deliver any products to any retailers that
      would be willing at this time or in the future to place the Acid+All® product on
      their shelves.  In addition, if the Company is not able to obtain
      adequate financing it will not be able to engage in any future sales or
      marketing activities and it is unlikely that retailers will carry the Acid+All®
product in the future, once a packager is in place, unless financial resources
      are available for such sales and marketing
      activities.   Accordingly, if the Company is unsuccessful in
      obtaining financing or entering into a merger, acquisition or other transaction
      Thomas Pharmaceuticals will be unable to solve the multitude of problems that
      it
      current faces as a result of not having adequate financing and it will be
      unlikely that the business of Thomas Pharmaceuticals will be able to
      continue.





In
      March
      2007 iVoice announced its intention to distribute Thomas Pharmaceuticals Class
      A
      Common Stock to its stockholders upon the effectiveness of required Securities
      Exchange Commission filings and final approval by the board of directors of
      the
      terms and conditions of the Distribution. The board of directors and management
      of iVoice believe that the Distribution is in the best interests of iVoice
      and
      its stockholders. iVoice believes that the Distribution will enhance value
      for
      iVoice stockholders and that the spin-off of Thomas Pharmaceuticals will provide
      greater access to capital by allowing the financial community to focus solely
      on
      Thomas Pharmaceuticals and its business as a stand alone company. In determining
      the terms of the spin-off and the Distribution, the board considered the ability
      of iVoice to satisfy its working capital needs as a whole as against the ability
      of Thomas Pharmaceuticals to satisfy its capital needs as a stand alone company.
      iVoice’s present plan, which is subject to change, is to become a technology
      licensing company. In addition, the iVoice board believed that, as a result
      of
      each company’s business plan, the Thomas Pharmaceuticals business as a
      stand-alone company would more easily be able to obtain financing from third
      parties than iVoice would. The Distribution will also enable Thomas
      Pharmaceuticals to provide its management and employees incentive compensation
      in the form of equity ownership in Thomas Pharmaceuticals, enhancing Thomas
      Pharmaceuticals’ ability to attract, retain and motivate key
      employees.





-
          23
          -


Prior
      to
      and after the Distribution, members of the Board of Directors and management
      of
      iVoice and Thomas Pharmaceuticals have had and will have a variety of conflicts
      of interests.  Mr. Jerome R. Mahoney, the Chairman of the Board,
      President and Chief Executive Officer of iVoice, will also serve as the
      Non-Executive Chairman of the Board of Thomas Pharmaceuticals. Mr. Mahoney
      is a
      controlling stockholder of iVoice, beneficially owning approximately 92% of
      the
      outstanding shares of iVoice Class A Common Stock (assuming the conversion
      of
      outstanding shares of Class B Common Stock and debt into shares of Class A
      Common Stock) as of October 29, 2007. Following the Distribution, Mr. Mahoney
      will own iVoice shares and iVoice will beneficially own approximately 33% of
      the
      outstanding shares of Thomas Pharmaceuticals Class A Common Stock (assuming
      the
      conversion of outstanding shares of Class B Convertible Preferred Stock and
      debt
      into Class A Common Stock at an assumed conversion price of $0.01 per
      share).   iVoice will have the right to convert $710,000 in
      principal (plus accrued and unpaid interest) of convertible debentures into
      an
      indeterminate number of shares of Thomas Pharmaceuticals Class A Common Stock.
      The debentures are convertible at the option of iVoice any time up to maturity
      at a conversion price equal to 80% of the lowest closing bid price of the common
      stock for the 5 trading days immediately preceding the conversion
      date.  For example, if the assumed conversion price for this
      indebtedness was $.01 per share, iVoice would beneficially own 71,000,000 shares
      of Class A Common Stock.  The convertible debentures are secured by
      the assets of Thomas Pharmaceuticals. In the event the debentures are redeemed,
      then Thomas Pharmaceuticals will pay $125,000 plus interest for each $100,000
      redeemed. There is no limitation on the number of shares of Class A Common
      Stock
      that we may be required to issue to iVoice upon the conversion of this
      indebtedness.





iVoice
      also owns 550 shares of Series B Convertible Preferred Stock with a stated
      value
      of $1,000 per share.  Each share of Series B Convertible Preferred
      Stock is convertible at the option of iVoice into the number of shares of Thomas
      Pharmaceuticals’ Class A Common Stock determined by dividing the stated value of
      Series B Convertible Preferred Stock being converted by 80% of the lowest
      closing bid price of the common stock for the 5 trading days immediately
      preceding the conversion date. For example, if the assumed conversion price
      for
      these shares was $.01 per share, iVoice would beneficially own 55,000,000 shares
      of Class A Common Stock. There is no limit upon the number of shares of
      Class A Common Stock that we may be required to issue upon conversion of these
      shares.





iVoice,
      as a holder of shares of the Series B Convertible Preferred Stock, is entitled
      on each matter which the Class A Common Stockholders vote on, to cast the number
      of votes equal to the number of Class A Common Stock that would be issued upon
      the conversion of the Series B Convertible Preferred Stock held by that holder,
      had all of the outstanding Series B Convertible Preferred Stock held by that
      holder been converted on the record date used for such shareholders vote or
      meeting. For example, if the conversion price for the Series B Convertible
      Preferred Stock was $.01 per share, iVoice would have voting rights equal to
      55,000,000 shares of Class A Common Stock, or 17.8% of the eligible voting
      rights.  Depending on the conversion price for the Series B
      Convertible Preferred Stock on the record date for any shareholders vote or
      meeting, iVoice could have control over the management and direction of Thomas
      Pharmaceuticals, including the election of directors, appointment of management
      and approval of actions requiring the approval of stockholders.  The
      voting rights of iVoice will also increase upon the conversion of the debentures
      held by iVoice into shares of Thomas Pharmaceuticals Class A Common
      Stock.  Jerome R. Mahoney, as the sole officer of iVoice has the
      authority to vote portfolio securities owned by iVoice, such as shares of Thomas
      Pharmaceuticals owned by iVoice.  Mr. Mahoney votes these portfolio
      securities as directed by the Board of Directors of




-
          24
          -


iVoice.   Jerome
      R. Mahoney and Frank V. Esser are directors of iVoice and the approval of both
      Mr. Mahoney and Mr. Esser is required for any voting decision.  Mr.
      Esser is also a stockholder of iVoice and a director of Thomas Pharmaceuticals
      and will participate in the Distribution.





Mr.
      Mahoney also serves as the Chairman of the Board of Trey Resources, the
      President, Chief Executive Officer and Secretary of iVoice Technology and
      Non-Executive Chairman of the Board of SpeechSwitch.  Mr. Mahoney’s
      roles with Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology
      and
      SpeechSwitch could create, or appear to create, potential conflicts of interest
      when Mr. Mahoney is faced with decisions that could have different implications
      for Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch.  These relationships could create, or appear to create,
      potential conflicts of interest when Thomas Pharmaceuticals’ directors and
      management are faced with decisions that could have different implications
      for
      Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch.  For example, Mr. Mahoney may experience conflicts of
      interest with respect to the allocation of his time, services and functions
      among Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch. Other examples include allocating corporate opportunities to
      any
      of these five companies including potential business
      acquisitions.  Additional conflicts may relate to disputes arising out
      of any agreements between Thomas Pharmaceuticals and iVoice.  Other
      examples could include activities undertaken by iVoice in the future that could
      be in direct competition with Thomas Pharmaceuticals. Also, the appearance
      of
      conflicts, even if such conflicts do not materialize, might adversely affect
      the
      public’s perception of Thomas Pharmaceuticals following the Distribution.
      Furthermore, Thomas Pharmaceuticals does not have any formal procedure for
      resolving such conflicts of interest should they arise following the
      Distribution.





Following
      the Distribution, BioBridge LLC, an entity not affiliated with iVoice, will
      beneficially own approximately 21% of the outstanding shares of Thomas
      Pharmaceuticals Class A Common Stock (assuming the conversion of debt into
      Class
      A Common Stock at an assumed conversion price of $0.01 per
      share).  BioBridge LLC holds a debenture in the principal amount of
      $103,200 convertible into Class A Common Stock of Thomas Pharmaceuticals and
      a
      debenture issued by Thomas Acquisition in the principal amount of $96,800
      convertible into Series B Convertible Preferred Stock of Thomas Pharmaceuticals.
      The $103,200 of the convertible debentures provide that, at the holder’s option,
      principal and interest due on the debentures can be converted into the number
      of
      shares of Thomas Pharmaceuticals Class A Common Stock determined by dividing
      the
      amount of the debenture being converted by a 20% discount to the lowest closing
      bid price of the Thomas Pharmaceuticals Class A Common Stock for the five
      trading days before the conversion date. $96,800 of the convertible debentures
      provide that, at the holder’s option, principal and interest due on the
      debentures can be converted into the Thomas Pharmaceuticals Series B Convertible
      Preferred Stock having a stated value of $1,000 per share. The Thomas
      Pharmaceuticals Series B Convertible Preferred Stock is convertible at the
      holder’s option into the number of shares of Thomas Pharmaceuticals Class A
      Common Stock determined by dividing the stated value of the shares of Thomas
      Pharmaceuticals Series B Convertible Preferred Stock being converted by a 20%
      discount to the lowest closing bid price of the Thomas Pharmaceuticals Class
      A
      Common Stock for the five trading days before the conversion date. There is
      no
      limit upon the number of shares that Thomas Pharmaceuticals may be required
      to
      issue upon conversion of any of these obligations. The $103,200 convertible
      debenture was secured with the assets of Thomas Pharmaceuticals, subordinate
      to
      the security interest previously granted to iVoice. The net proceeds of $160,000
      from the convertible debentures were loaned to Thomas Pharmaceuticals in the
      form of a Promissory Note. The Promissory Note bears interest at the rate of
      ten
      percent per annum and has a term of seven years.




-
          25
          -


**Plan
      of Operation**




As
      described above, based on the operational developments described above and
      the
      lack of financing, management is currently evaluating the business of the
      Company.  Thomas Pharmaceuticals will not be able to continue in the
      business of selling Acid+All®  or engage in any other related or
      unrelated business unless it obtains financing or enters into a merger,
      consolidation, reorganization, joint venture, license, purchase or sale of
      assets, purchase or sale of stock, or other similar transaction.  Any
      such merger, acquisition or other transaction may be with a company which has
      a
      business outside the current field of operations of Thomas
      Pharmaceuticals.  Management of Thomas Pharmaceuticals is actively
      seeking a potential merger or acquisition candidate.  There can be no
      assurance that any acquisition plan will be successfully implemented. Thomas
      Pharmaceuticals may not be able to identify, successfully integrate or
      profitably manage any such businesses or operations.  Currently,
      Thomas Pharmaceuticals has no plans, proposals or arrangements, either orally
      or
      in writing, regarding any specific proposed acquisition or merger.





Thomas
      Pharmaceuticals does not intend to restrict its search to any particular
      business, industry, or geographical location. In evaluating a transaction,
      Thomas Pharmaceuticals will analyze all available factors and make a
      determination based on a composite of available facts, without reliance on
      any
      single factor.  It is impossible to predict the nature of a
      transaction in which Thomas Pharmaceuticals may participate. Specific business
      opportunities would be reviewed as well as the respective needs and desires
      of
      Thomas Pharmaceuticals and the legal structure or method deemed by management
      to
      be suitable would be selected.





As
      described above, implementing a structure for a particular transaction, Thomas
      Pharmaceuticals may become a party to a merger, consolidation, reorganization,
      joint venture, license, purchase and sale of assets, or purchase and sale of
      stock, or other arrangement the exact nature of which cannot now be
      predicted.  The operations of Thomas Pharmaceuticals following its
      consummation of a transaction will be dependent on the nature of the
      transaction. There may also be various risks inherent in the transaction, the
      nature and magnitude of which cannot be predicted. In addition, although there
      are no current plans to do so, Thomas Pharmaceuticals may in the future change
      its strategy for the development and marketing of its products and the business
      plan of Thomas Pharmaceuticals might not be implemented as set forth
      herein.





The
      Company does not have any new products in development and does not expect to
      launch any new products in the near future due to its lack of financial
      resources.  If Thomas Pharmaceuticals obtains financing or enters into
      a merger, acquisition or other transaction it may seek to expand the operations
      of Thomas Pharmaceuticals through sales and marketing activity or it may engage
      in another line of business.  If Thomas Pharmaceuticals is
      unsuccessful in obtaining financing or entering into a merger, acquisition
      or
      other transaction the business of Thomas Pharmaceuticals is unlikely to
      continue.




As
      described herein, Thomas Pharmaceuticals currently faces a multitude of problems
      which have a significant impact on the Company.  These problems each
      stem from a lack of financing and are interrelated.  As a result of
      not having adequate financing for sales and marketing activities retailers
      that
      previously carried the Acid+All® product stopped ordering such
      product.   This in turn resulted in the Company’s packager to
      stop packaging the Acid+All® product.  Without a packager for the
      product the Company is not able to deliver any products to any retailers that
      would be willing at this time or in the future to place the Acid+All® product on
      their shelves.  In addition, if the Company is not able to obtain
      adequate financing it will not be




-
          26
          -


able
      to
      engage in any future sales or marketing activities and it is unlikely that
      retailers will carry the Acid+All® product in the future, once a packager is in
      place, unless financial resources are available for such sales and marketing
      activities.   Accordingly, if the Company is unsuccessful in
      obtaining financing or entering into a merger, acquisition or other transaction
      Thomas Pharmaceuticals will be unable to solve the multitude of problems that
      it
      current faces as a result of not having adequate financing and it will be
      unlikely that the business of Thomas Pharmaceuticals will be able to
      continue.





The
      Company has a limited operating history on which to base an evaluation of its
      business and prospects. Its prospects must be considered in light of the risks,
      expenses and difficulties frequently encountered by companies in their early
      stage of development, particularly companies in new and rapidly evolving
      markets. The Company will encounter various risks in implementing and executing
      its business strategy. The Company can provide no assurance that it will be
      successful in addressing such risks, and the failure to do so could have a
      material adverse effect on its business.





The
      Company does not presently intend to make any loans to any merger or acquisition
      candidate, or to any unaffiliated third parties.





We
      do not
      expect to purchase any significant equipment for the foreseeable future, unless
      we are successful in growing the business and expanding our product
      lines.





We
      do not
      expect any significant changes in the numbers of employees in the next twelve
      months, unless we are successful in growing the business and expanding our
      product lines.





**Results
      of Operations**





***Nine
      months ended September 30, 2007 compared to nine months ended September 30,
      2006***





In
      January 2006, the Company merged with Thomas Pharmaceuticals NY, which was
      a
      start-up company with limited operations and its management had focused its
      energies on identifying acquisition and/or merger candidates and with closing
      this merger.





Total
      revenues for the nine months ended September 30, 2007 and 2006 were $26,707
      and
      $143,355, respectively. Revenues from the sales of the Company’s Acid-All
      product account for all the revenues of the Company. Revenues in 2007 were
      reduced by a charge of $48,850 for a reserve for product returns and payment
      discounts. The sales in 2006 represent initial product sales of the Acid-All
      product of $264,040, net of a provision for product returns and allowance of
      $120,684.





Gross
      profit (loss) for the nine months ended September 30, 2007 and 2006 was a loss
      of  $34,269 and a profit of $4,261, respectively. Our standard gross
      profit of approximately 49% on product revenues was substantially eroded by
      the
      effect of the discounts and the provision for product returns of $48,850 and
      $120,684, respectively. Our gross profit in 2007 was also effected by a $56,116
      charge for a reserve for excess and obsolete inventory.





Operating
      expenses for the nine months ended September 30, 2007 and 2006 were $547,464
      and
      $859,542, respectively. The costs in 2007 include $153,991 for selling and
      marketing expenses compared to $517,241 for 2006. The decrease of $363,250
      is
      primarily attributed to decrease in advertising expenses when compared to the
      expenses for new product launches in 2006 for the




-
          27
          -


Acid-All
      products. Additional decreases in selling expenses represent reduction in
      salaries and curtailment of sampling expenses upon the resignation of the
      Thomas’s president in March ’07.  General and administrative expenses
      in 2007 decreased by $30,281 when compared to 2006. Of these decreases,
      consulting on product packaging decreased by $45,866, conference, seminars,
      promotion and travel expenses decreased by $38,560, rent, utilities and office
      expenses decreased by $39,409 when compared to 2006. These decreases were offset
      by increases in accounting, legal and professional fees of $102,107 related
      to
      the preparation and filing of the Company’s SB2 registration statement. The
      operating expenses in 2007 also include a $79,137 charge for impairment of
      intangible assets and a $2,316 amortization of intangibles.




Total
      other expense for the nine months ended September 30, 2007 was an expense of
      $255,719. This total was primarily comprised of $91,646 amortization of the
      discount on debt, $93,704 loss on revaluation of the derivatives and $70,369
      of
      accrued interest expense on the debentures and promissory notes. Total other
      expense for the nine months ended September 30, 2006 was an expense of
      $253,159.  This total was primarily comprised of $63,348 amortization
      of the discount on debt, $144,861 loss on revaluation of the derivatives and
      $44,950 of accrued interest expense on the on the debentures and promissory
      notes. The increase in amortization of the discount on debt and the increase
      in
      interest expense were related to the increases in convertible debt as compared
      to the prior year.




Net
      loss
      before preferred dividends for the nine months ended September 30, 2007 and
      2006
      were $837,452 and $1,108,440, respectively. The decrease in net loss before
      preferred dividends of $270,988 was the result of the factors discussed
      above.




Preferred
      dividends for the nine months ended September 30, 2007 and 2006 were $41,136
      and
      $33,301, respectively. These dividends are accrued pursuant to the provisions
      of
      the Series B Convertible Preferred Stock.





***Three
      months ended September 30, 2007 compared to three months ended September 30,
      2006***





Total
      revenues for the three months ended September 30, 2007 and 2006 were $0 and
      $141,242, respectively. Revenues from the sales of the Company’s Acid-All
      product account for all the revenues of the Company. The Company had no new
      revenues in the three months ended September 30, 2007 as our contract packager
      had suspended all production and shipping. Sales for the three months ended
      September 30, 2006 were $141,242, net of a provision for product returns and
      allowance of $54,223.





Gross
      profit for the three months ended September 30, 2007 and 2006 was  $0
      and $29,479, respectively. The Company had no gross profit in the three months
      ended September 30, 2007 as our contract packager had suspended all production
      and shipping. For the three months ended September 30, 2006, our gross profit
      of
      21% was substantially eroded by the effect of the discounts and the provision
      for product returns of $54,223.





Operating
      expenses for the three months ended September 30, 2007 and 2006 were $93,562
      and
      $278,600, respectively. The costs in 2007 include $30,000 for selling and
      marketing expenses compared to $190,580 for 2006. The decrease of $160,580
      is
      primarily attributed to decrease in advertising expenses when compared to the
      expenses for new product launches in 2006 for the Acid-All products. Additional
      decreases in selling expenses represent reduction in salaries and curtailment
      of
      sampling expenses upon the resignation of the Thomas’s president in March
’07.  General and administrative expenses in 2007 decreased by $24,458
      when compared to 2006. Of




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these
      decreases, consulting on product packaging decreased by $4,776, office
      administrative services and web-site maintenance decreased by $5,125, travel
      expenses decreased by $10,615, and rent, utilities, insurance and office
      expenses decreased by $21,780 when compared to 2006. These decreases were offset
      by increases in accounting, legal and professional fees of $19,963 related
      to
      the preparation and filing of the Company’s SB2 registration
      statement.




Total
      other expense for the three months ended September 30, 2007 was an expense
      of
      $102,764. This total was primarily comprised of $31,259 amortization of the
      discount on debt, $46,844 loss on revaluation of the derivatives and $24,661
      of
      accrued interest expense on the debentures and promissory notes. Total other
      expense for the three months ended September 30, 2006 was an expense of
      $28,247.  This total was primarily comprised of $24,866 amortization
      of the discount on debt and $18,188 of accrued interest expense on the on the
      debentures and promissory notes, offset by a gain of $14,807 on revaluation
      of
      the derivatives. The increase in amortization of the discount on debt and the
      increase in interest expense were related to the increases in convertible debt
      as compared to the prior year.




Net
      loss
      before preferred dividends for the three months ended September 30, 2007 and
      2006 were $196,326 and $277,368, respectively. The decrease in net loss before
      preferred dividends of $81,042 was the result of the factors discussed
      above.




Preferred
      dividends for the three months ended September 30, 2007 and 2006 were $13,863.
      These dividends are accrued pursuant to the provisions of the Series B
      Convertible Preferred Stock.





**Liquidity
      and Capital Resources**





On
      January 6, 2006, iVoice purchased from Thomas Pharmaceuticals $325,000 of Thomas
      Pharmaceuticals Series B Convertible Preferred Stock (325 shares), a $360,000
      10% secured convertible debenture and a $100,000 10% administrative service
      convertible debenture. The administrative service debenture was issued by Thomas
      Pharmaceuticals to compensate iVoice for the administrative services that iVoice
      provided to Thomas Pharmaceuticals under the administrative services agreement.
      The purchase of the Series B Convertible Preferred Stock and the $360,000
      convertible debenture provided working capital to Thomas
      Pharmaceuticals.  Both debentures are due on January 1, 2013 bearing
      interest of 10%, compounded quarterly.





On
      April
      27, 2006, iVoice purchased a 10% secured convertible debenture issued by Thomas
      Pharmaceuticals in the principal amount of $225,000 and $225,000 of Series
      B
      Convertible Preferred Stock of Thomas Pharmaceuticals (225 shares) to provide
      additional working capital.  This debenture is due on January 1, 2013
      bearing interest of 10%, compounded quarterly.





On
      February 7, 2007, iVoice purchased a 10% secured convertible debenture issued
      by
      Thomas Pharmaceuticals in the principal amount of $25,000 to provide working
      capital for the preparation of this registration statement.  This
      debenture is due on February 6, 2014 bearing interest of 10%, compounded
      quarterly.





iVoice
      has the right to convert $710,000 in principal (plus accrued and unpaid
      interest) of convertible debentures into an indeterminate number of shares
      of
      Thomas Pharmaceuticals Class A Common Stock. The debentures are convertible
      at
      the option of iVoice any time up to maturity at a conversion price equal to
      80%
      of the lowest closing bid price of the common stock for the 5




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trading
      days immediately preceding the conversion date. In the event the debentures
      are
      redeemed, then Thomas Pharmaceuticals will pay $125,000 plus interest for each
      $100,000 redeemed. There is no limitation on the number of shares of Class
      A
      Common Stock that we may be required to issue to iVoice upon the conversion
      of
      this indebtedness.





iVoice
      also has the right to convert each share of Series B Convertible Preferred
      Stock
      into the number of shares of Thomas Pharmaceuticals’ Class A Common Stock
      determined by dividing the number of shares of Series B Convertible Preferred
      Stock being converted by 80% of the lowest closing bid price of the common
      stock
      for the 5 trading days immediately preceding the conversion date. There is
      no
      limit upon the number of shares of Class A Common Stock that we may be required
      to issue upon conversion of any of these shares.




iVoice
      executed a Security Agreement with Thomas Pharmaceuticals to secure the
      obligations of Thomas Pharmaceuticals under the various debentures set forth
      above.





On
      August
      9, 2006, iVoice entered into a Stock Purchase Agreement (the “Stock Purchase
      Agreement”) by and among Thomas Pharmaceuticals, Thomas Pharmaceutical
      Acquisition Corp. (“Thomas Acquisition”) and iVoice, whereby Thomas Acquisition,
      an entity unaffiliated with Thomas Pharmaceuticals or iVoice, agreed to purchase
      all of the securities of Thomas Pharmaceuticals outstanding as of such date
      and
      owned by iVoice (the “Securities”), for the purchase price of $1,235,100 plus
      twenty-five (25%) percent thereof, plus interest and dividends accrued under
      the
      terms of such securities through the closing date. iVoice had the right to
      terminate the Stock Purchase Agreement in the event the closing did not occur
      by
      October 31, 2006.




On
      January 26, 2007, iVoice entered into an Extension Agreement (the “Extension
      Agreement”) by and among Thomas Pharmaceuticals, Thomas Acquisition and iVoice.
      The Extension Agreement amended the Stock Purchase Agreement whereby the
      expiration date provided for in the Stock Purchase Agreement was extended to
      and
      through the date on which the Securities and Exchange Commission declares
      effective a registration statement for the distribution of Class A Common Stock
      of Thomas Pharmaceuticals to the shareholders of the iVoice (the “Effective
      Date”). It was also agreed by the parties that Thomas Acquisition would provide
      $160,000 to Thomas Pharmaceuticals as bridge financing.  Upon
      effectiveness of the registration statement on October 26, 2007, the Stock
      Purchase Agreement was terminated and Thomas Acquisition no longer had the
      right to purchase the iVoice Securities and iVoice is proceeding with the
      Distribution.




On
      January 26, 2007, Thomas Acquisition issued to BioBridge LLC a debenture in
      the
      principal amount of $103,200 convertible into Class A Common Stock of Thomas
      Pharmaceuticals and a debenture in the principal amount of $96,800 convertible
      into Series B Convertible Preferred Stock of Thomas Pharmaceuticals. The
      $103,200 of the convertible debentures provide that, at the holder’s option,
      principal and interest due on the debentures can be converted into the number
      of
      shares of Thomas Pharmaceuticals Class A Common Stock determined by




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          30
          -


dividing
      the amount of the debenture being converted by a 20% discount to the lowest
      closing bid price of the Thomas Pharmaceuticals Class A Common Stock for the
      five trading days before the conversion date. The $96,800 of the convertible
      debentures provide that, at the holder’s option, principal and interest due on
      the debentures can be converted into the Thomas Pharmaceuticals Series B
      Convertible Preferred Stock having a stated value of $1,000 per share. The
      Thomas Pharmaceuticals Series B Convertible Preferred Stock is convertible
      at
      the holder’s option into the number of shares of Thomas Pharmaceuticals
      Class A Common Stock determined by dividing the stated value of the shares
      of
      Thomas Pharmaceuticals Series B Convertible Preferred Stock being converted
      by a
      20% discount to the lowest closing bid price of the Thomas Pharmaceuticals
      Class
      A Common Stock for the five trading days before the conversion date. There
      is no
      limit upon the number of shares that Thomas Pharmaceuticals may be required
      to
      issue upon conversion of any of these obligations. The $103,200 convertible
      debenture was secured with substantially all of the assets of Thomas
      Pharmaceuticals (including goods, inventory, contract rights, accounts
      receivable, products and proceeds), subordinate to the security interest
      previously granted to iVoice. The net proceeds of $160,000 from the convertible
      debentures were loaned by Thomas Acquisition to Thomas Pharmaceuticals and
      Thomas Pharmaceuticals executed a Promissory Note for such funds. The Promissory
      Note bears interest at the rate of ten percent per annum and has a term of
      seven
      years.  In exchange for and in consideration of BioBridge LLC
      purchasing the secured convertible debenture and thereby permitting Thomas
      Acquisition to loan the net proceeds to Thomas Pharmaceuticals for operations,
      Thomas Pharmaceuticals agreed to have the convertible debenture secured with
      assets of Thomas Pharmaceuticals and convertible into shares of Thomas
      Pharmaceuticals.




To
      date,
      the Company has incurred substantial losses, and will require financing for
      working capital to meet its operating obligations. We anticipate that we will
      require financing on an ongoing basis for the foreseeable future to fund our
      working capital needs.





***During
      the nine months ended September 30, 2007, the Company had a net increase in
      cash
      of $161. The Company’s principal sources and uses of funds were as
      follows:***





*Cash
      used by operating activities*. The Company used $175,592 in cash for
      operating activities in the nine months ended September 30, 2007. The use of
      funds is primarily the result of the losses from operations sustained by the
      Company and increases in accounts receivable, offset by increases in accounts
      payable and accrued expenses.





*Cash
      used by investing activities*. The Company used cash of $3,247 for investing
      activities in the nine months ended September 30, 2007. The Company incurred
      legal fees for trademark applications on new products.




*Cash
      provided by financing activities*. The Company provided $179,000 cash from
      financing in the nine months ended September 30, 2007. This represented the
      proceeds from the sale of a $160,000 Promissory note to Thomas Pharmaceuticals
      Acquisition, Inc. pursuant to the terms of the Extension Agreement with Thomas
      Pharmaceuticals and Thomas Pharmaceuticals Acquisition and the proceeds from
      a
      $25,000 convertible debenture issued to iVoice. During 2007, $6,000 was repaid
      to Thomas Pharmaceuticals Acquisition.





**Off-balance
      Sheet Arrangements**





The
      Company has no off-balance sheet arrangements that have or are reasonably likely
      to have a current or future effect on our financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to
      investors.




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          31
          -


**Forward
      Looking Statements - Cautionary Factors**





Certain
      information included in this Form 10-QSB and other materials filed or to be
      filed by us with the Securities and Exchange Commission (as well as information
      included in oral or written statements made by us or on our behalf), may contain
      forward-looking statements about our current and expected performance trends,
      growth plans, business goals and other matters.  These statements may
      be contained in our filings with the Securities and Exchange Commission, in
      our
      press releases, in other written communications, and in oral statements made
      by
      or with the approval of one of our authorized officers.  Information
      set forth in this discussion and analysis contains various “forward-looking
      statements” within the meaning of Section 27A of the Securities Act of 1933 and
      Section 21E of the Securities Exchange Act of 1934.  The Private
      Securities Litigation Reform Act of 1995 (the “Act”) provides certain “safe
      harbor” provisions for forward-looking statements.  The reader is
      cautioned that such forward-looking statements are based on information
      available at the time and/or management’s good faith belief with respect to
      future events, and are subject to risks and uncertainties that could cause
      actual performance or results to differ materially from those expressed in
      the
      statements.  Forward-looking statements speak only as of the date the
      statement was made.  We assume no obligation to update forward-looking
      information to reflect actual results, changes in assumptions or changes in
      other factors affecting forward-looking information.  Forward-looking
      statements are typically identified by the use of terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“predict,” “project,” “should,” “will,” and similar words, although some
      forward-looking statements are expressed differently.  Although we
      believe that the expectations reflected in such forward-looking statements
      are
      reasonable, we can give no assurance that such expectations will prove to be
      correct.





**Risks
      Related to Our Business**





***Thomas
      Pharmaceuticals has had limited product sales and is unable to fill any orders
      for Acid+All® at this time.***





Our
      one
      product, Acid+All®, has had limited sales to date. During the year ended
      December 31, 2006 we generated approximately $179,938 in revenues from product
      sales.  Product sales have decreased substantially during the first
      nine months of 2007.  For the nine months ended September 30, 2007, we
      generated approximately $26,707 in revenues from sales of
      Acid+All®.   As of March 1, 2007 we were shipping Acid+All® to 40
      major national and regional retailers.  During 2006 and the first
      three quarters of 2007 the product was available through additional retailers
      who decided to no longer carry the Acid+All® product since we did not have the
      financial resources for necessary sales and marketing activities at that
      time.  We are currently not shipping Acid+All® to any
      retailers.  The only sales of Acid+All®  at this time are
      sales of remaining products on the shelves of retailers who previously ordered
      Acid+All®.  Currently, we have no new orders for our product and if we
      were to receive any order for the Acid+All® product we would be unable to fill
      such order since our contract packager has ceased packaging the Acid+All®
product based on our financial condition and we have no packaged products in
      inventory.  If we are able to obtain necessary financing we may be
      able to enter into a new arrangement with a contractor to package Acid+All® and
      may be able to develop new contracts with retailers.  However, no such
      assurance can be given that we will be able to obtain financing or enter into
      any new contracts with retailers or a packager.




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          32
          -


***Thomas
      Pharmaceuticals has a history of operating losses and has been unprofitable
      since inception.***





We
      incurred net losses of approximately $1,489,594 during the year ended December
      31, 2006 and $878,588 for the nine months ended September 30, 2007. We expect
      to
      incur substantial additional operating losses in the future. We cannot assure
      you that we will continue to generate revenues from operations or achieve
      profitability in the near future or at all.  We may continue to
      operate at a loss for the foreseeable future and we cannot estimate when or
      if
      we will achieve profitability. If we continue to have operating losses, there
      is
      no certainty that we will have the financial resources to continue in
      business.





***Thomas
      Pharmaceuticals will not be able to continue in business unless it obtains
      financing or enters into a merger, acquisition or similar
      transaction.***




Our
      primary source of financing has been through the issuance of convertible
      debentures and Series B Preferred Stock to iVoice. We need to raise significant
      financing in order to fund our ongoing operations until such time that the
      sale
      of products generates enough revenue to fund operations.  There can be
      no assurance as to the receipt or timing of financing or revenues from
      operations.  We anticipate that our operations will require at least
      $190,000 per quarter.  These quarterly expenses are anticipated to
      consist of the following: payroll and benefits of $60,500, occupancy costs
      of
      $7,000, professional fees of $30,500, advertising of $30,000, net interest
      expenses of $24,000, contract sales management of $20,000, liability insurance
      of $7,000 and miscellaneous administrative expenses of $11,000.  We
      anticipate that we will require financing on an ongoing basis for the
      foreseeable future to fund our working capital needs.





Based
      on
      the operational developments described above and the lack of financing,
      management is currently evaluating the business of the
      Company.  Thomas Pharmaceuticals will not be able to continue in the
      business of selling Acid+All®  or engage in any other related or
      unrelated business unless it obtains financing or enters into a merger,
      consolidation, reorganization, joint venture, license, purchase or sale of
      assets, purchase or sale of stock, or other similar transaction.  Any
      such merger, acquisition or other transaction may be with a company which has
      a
      business outside the current field of operations of Thomas
      Pharmaceuticals.  Management of Thomas Pharmaceuticals is actively
      seeking a potential merger or acquisition candidate.  There can be no
      assurance that any acquisition plan will be successfully implemented. Thomas
      Pharmaceuticals may not be able to identify, successfully integrate or
      profitably manage any such businesses or operations.  Currently,
      Thomas Pharmaceuticals has no plans, proposals or arrangements, either orally
      or
      in writing, regarding any specific proposed acquisition or merger.




***Thomas
      Pharmaceuticals currently faces a multitude of interrelated problems that stem
      from a lack of financing.***





We
      currently face a multitude of problems which have a significant impact on
      us.  These problems each stem from a lack of financing and are
      interrelated.  As a result of not having adequate financing for sales
      and marketing activities retailers that previously carried the Acid+All® product
      stopped ordering such product.   This in turn resulted in our
      packager to stop packaging the Acid+All® product.  Without a packager
      for the product we are not able to deliver any products to any retailers that
      would be willing at this time or in the future to place the Acid+All® product on
      their shelves.  In addition, if we are not able to obtain adequate
      financing we will not be able to engage in any future sales or marketing
      activities and it is unlikely that




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          33
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retailers
      will carry the Acid+All® product in the future, once a packager is in place,
      unless financial resources are available for such sales and marketing
      activities.   Accordingly, if we are unsuccessful in obtaining
      financing or entering into a merger, acquisition or other transaction we will
      be
      unable to solve the multitude of problems that we currently face as a result
      of
      not having adequate financing and it will be unlikely that our business will
      be
      able to continue.





***The
      sales cycle for products of Thomas Pharmaceuticals is lengthy and there is
      no
      guaranty of resulting sales.***





The
      average marketing and sales cycle for new products such as ours is lengthy
      and
      can be as long as 18 months. Accordingly, the time lag from initiation of
      marketing efforts to final sales can be lengthy and there is no guaranty that
      the expenditure of significant time and resources will result in
      sales.





***The
      long payment cycle and exposure to losses on sales of products may have a
      negative effect on our business, results of operations and financial
      condition.***





As
      is the
      case with many suppliers of over-the-counter healthcare products to retailers
      such as drug store chains, we ship our products to vendors in advance of sale
      to
      the consumer and in certain cases will not receive payment from the vendors
      until after the product is scanned at the cash register and the sale to the
      consumer is made (known as pay-on-scan). We generally offer a return policy
      for
      unsold products. We often have inventory that is outstanding with our vendors
      that is available for sale but is not yet sold or paid for. In addition, we
      extend credit and have sales guarantees pursuant to arrangements with certain
      vendors. Several of our large customers have provisions in their agreements
      that
      delay payments to us until there is a steady flow of products being sold. In
      some cases, we also offer an unlimited return policy for slow moving products.
      Exposure to losses on receivables and pursuant to sales guarantees is expected
      to vary by customer due to how the products are being purchased by the customers
      (end-users). Our cash flow will therefore generally lag behind our inventory
      shipment and sales and unless we are able to put our products in the hands
      of a
      significant number of consumers, our business, results of operations and
      financial condition may suffer significantly. In addition, we may not have
      sufficient cash flow to purchase additional inventory when needed for delivery
      to vendors or for operations. We believe that we may continue to operate at
      a
      negative cash flow for certain periods in the future due to these factors.
      If we
      are unable to consistently generate sustained positive cash flow from
      operations, we must rely on debt or equity financing.





***Thomas
      Pharmaceuticals may have difficulty in expanding its retail distribution
      network, which will limit its ability to sell sufficient quantities of products
      or grow its market share to create profits.***





Our
      business model depends greatly on our ability to place our products on retail
      shelves for availability to consumers. In order to compete effectively, gain
      market share and generate sufficient net sales, we must expand our distribution
      network. Our targeted retailers are very protective of their limited shelf
      space. Our business model depends on us being able to convince retailers that
      they will benefit from adding our products to their inventory. If stores and
      distributors are unwilling or unable to do so, we may not be able to sell
      sufficient quantities of products in order to create profits. Our failure to
      develop, maintain and continually improve our distribution network could give
      rise to a loss of market share or an inability to attain sufficient market
      share
      in order to create profits.




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As
      described above, as of March 1, 2007 Thomas Pharmaceuticals was shipping
      Acid+All® to 40 major national and regional retailers.  During 2006
      and the first three quarters of 2007 the product was available through
      additional retailers who decided to no longer carry the Acid+All® product since
      Thomas Pharmaceuticals did not have the financial resources for necessary sales
      and marketing activities at that time. Thomas Pharmaceuticals is currently
      not
      shipping Acid+All® to any retailers.  The only sales of
      Acid+All®  at this time are sales of remaining products on the shelves
      of retailers who previously ordered Acid+All®.  Currently, Thomas
      Pharmaceuticals has no new orders for its product and if it were to receive
      any
      order for the Acid+All® product it would be unable to fill such order since its
      contract packager has ceased packaging the Acid+All® product based on the
      financial condition of the Company and the Company has no packaged products
      in
      inventory.   In addition, we currently do not have long-term sale
      or supply agreements with any retail distributors and we do not have any
      agreements with any retail distributors to carry our products exclusively or
      for
      any period of time. Therefore, any retail distributors who sell our products
      may
      purchase products that compete with our products or cease purchasing our
      products at any time.





***Thomas
      Pharmaceuticals has a working capital loss, which means that the current assets
      on September 30, 2007 were not sufficient to satisfy the current
      liabilities.***





We
      currently have a working capital deficit, which means that our current
      liabilities exceed our current assets. At September 30, 2007 our working capital
      deficit was $612,279. Current assets are assets that are expected to be
      converted to cash or otherwise utilized within one year and, therefore, may
      be
      used to pay current liabilities as they become due. Our working capital deficit
      means that our current assets are not sufficient to satisfy all of our current
      liabilities.





***Thomas
      Pharmaceuticals will face many of the difficulties that companies in the early
      stage may face.***





As
      a
      result of our limited operating history, it may be difficult for you to assess
      our growth and earnings potential. We may face many of the difficulties that
      companies in the early stages of their development in new and evolving markets
      often face as they are described below. We may continue to face these
      difficulties in the future, some of which may be beyond our control. If we
      are
      unable to successfully address these problems, our future growth and earnings
      will be negatively affected.





***Thomas
      Pharmaceuticals has no operating history as a separate public company and may
      be
      unable to operate profitably as a stand-alone
      company.***





Although
      iVoice has operated as a reporting public company since 2000 and has sold
      computerized telephony software since 1997, Thomas Pharmaceuticals does not
      have
      an operating history as a separate public company. Since Thomas Pharmaceuticals
      has only been a subsidiary of iVoice as of January 6, 2006 it has been able to
      rely, to some degree, on iVoice for capital requirements. After the
      Distribution, Thomas Pharmaceuticals will be able to rely only on its own
      business for such requirements. The business of Thomas Pharmaceuticals has
      operated at a loss in the past for iVoice, and as an independent company such
      losses may continue or increase. Additionally, since January 2006 Thomas
      Pharmaceuticals’ business has relied on iVoice for financial, administrative and
      managerial expertise in conducting its operations. Following the Distribution,
      Thomas Pharmaceuticals will maintain its own credit and banking relationships
      and perform its own financial and investor relations functions. Thomas
      Pharmaceuticals may not be able to successfully put in place the financial,
      administrative and




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managerial
      structure necessary to operate as a separate public company, and the development
      of such structure will require a significant amount of management’s time and
      other resources.





***The
      historical information of Thomas Pharmaceuticals has limited relevance to its
      results of operations as a separate company.***





The
      historical financial information of Thomas Pharmaceuticals included in the
      prospectus and in this filing does not reflect what our results of operations,
      financial position and cash flows would have been had we been a separate,
      stand-alone entity during the periods presented or what our results of
      operations, financial position and cash flows will be in the future. This is
      because iVoice did not account for us as, and we were not operated as, a single
      stand-alone business for the periods presented. For more information about
      the
      preparation of our financial statements from the financial statements of iVoice,
      see “Summary Financial Information” and “Management’s Discussion and Analysis or
      Plan of Operation.”





***Thomas
      Pharmaceuticals has received a going concern opinion from its independent
      auditors that describes the uncertainty regarding its ability to continue as
      a
      going concern.***





Thomas
      Pharmaceuticals has received a report from its independent auditors for the
      fiscal year ended December 31, 2006 and for the period May 19, 2005 (inception)
      through December 31, 2005, containing an explanatory paragraph that describes
      the uncertainty regarding Thomas Pharmaceuticals’ ability to continue as a going
      concern due to its operating losses and capital deficit.





We
      anticipate that our operations will require at least $190,000 per
      quarter.  These quarterly expenses are anticipated to consist of the
      following: payroll and benefits of $60,500, occupancy costs of $7,000,
      professional fees of $30,500, advertising of $30,000, net interest expenses
      of
      $24,000, contract sales management of $20,000, liability insurance of $7,000
      and
      miscellaneous administrative expenses of $11,000.





The
      financial statements of Thomas Pharmaceuticals have been prepared on the basis
      of a going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. Our ability to
      continue as a going concern is dependent on additional sources of
      capital.  We have not made any adjustments to our financial statements
      as a result of the going concern modification to the report of our independent
      registered public accounting firm. If we become unable to continue as a going
      concern, we could have to liquidate our assets, which means that we are likely
      to receive significantly less for those assets than the values at which such
      assets are carried on our financial statements. Any shortfall in the proceeds
      from the liquidation of our assets would directly reduce the amounts, if any,
      that holders of our common stock could receive in liquidation.





Our
      future success is dependent upon our ability to achieve profitable operations
      and generate cash from operating activities, and upon additional financing.
      We
      will need to raise approximately $760,000 to sustain our operations over the
      next twelve months.  There is no guarantee that we will be able to
      raise enough capital or generate revenues to sustain our operations. In
      addition, our going concern opinion may negatively impact our ability to raise
      necessary funds.





There
      can
      be no assurance that management’s plans to raise additional capital will be
      successful, and other unforeseeable actions may become necessary. Any inability
      to raise capital may




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          36
          -


require
      us to reduce the level of our operations. Such actions would have a material
      adverse effect on us, our business and operations and result in charges that
      would be material to our business and results of operations.





***Thomas
      Pharmaceuticals’ future revenue and operating results are unpredictable and may
      fluctuate, which could cause Thomas Pharmaceuticals’ stock price to
      decline.***





Our
      short
      operating history and the competitive market in which we operate make it
      difficult to accurately forecast our revenues and operating
      results.  Our operating results are unpredictable and we expect them
      to fluctuate in the future due to a number of factors. These factors may
      include, among others:




●
            the
                timing of sales of our products, particularly in light of our minimal
                sales history;




●
            lengthy
                sales and payment cycles;




●
            market
                acceptance of products;




●
            reliance
                on a limited number of key
                customers;




●
            need
                for additional funding;




●
            the
                introduction of competitive products by existing or new
                competitors;




●
            reduced
                demand for any given product;




●
            unexpected
                delays in introducing new products;




●
            increased
                expenses, whether related to sales and marketing, product development
                or
                administration; and




●
            costs
                related to possible acquisitions of products or
                businesses.




Due
      to
      these factors, forecasts may not be achieved, either because expected revenues
      do not occur or because they occur at lower prices or on terms that are less
      favorable to us. In addition, these factors increase the chances that our
      results could diverge from the expectations of investors and analysts. If so,
      the market price of our stock would likely decline.





***Thomas
      Pharmaceuticals has in the past and may in the future sell convertible
      securities, possibly without limitations on the number of shares of common
      stock
      the securities are convertible into, which could dilute the value of the
      holdings of current stockholders and have other detrimental effects on your
      holdings.***





We
      have
      relied on the issuance of convertible debentures and convertible preferred
      stock
      to obtain working capital and may continue to do so in the future. As of the
      date of this prospectus, there are outstanding $910,000 in principal of
      convertible debentures ($710,000 in principal issued by us to iVoice and
      $200,000 in principal issued by Thomas Pharmaceutical Acquisition Corp. to
      BioBridge LLC) and 550 shares of Series B Convertible Preferred Stock with
      a
      stated value of $1,000 per share convertible into our shares issued by us to
      iVoice. $813,200 of the




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          37
          -


convertible
      debentures provide that, at the holder’s option, principal and interest due on
      the debentures can be converted into the number of shares of Class A Common
      Stock determined by dividing the amount of the debenture being converted by
      a
      20% discount to the lowest closing bid price of the Class A Common Stock for
      the
      five trading days before the conversion date. $96,800 of the convertible
      debentures provide that, at the holder’s option, principal and interest due on
      the debentures can be converted into the Series B Convertible Preferred Stock
      having a stated value of $1,000 per share. The Series B Convertible Preferred
      Stock is convertible at the holder’s option into the number of shares of Thomas
      Pharmaceuticals’ Class A Common Stock determined by dividing the stated value of
      the shares of Series B Convertible Preferred Stock being converted by a 20%
      discount to the lowest closing bid price of the Class A Common Stock for the
      five trading days before the conversion date. If we assume a market price of
      $0.0125 and a conversion price of $0.01, we will issue approximately 146,000,000
      shares of Class A Common Stock (issuance of up to 55,000,000 shares for
      conversion of the iVoice Series B Convertible Preferred Stock, up to 71,000,000
      shares for conversion of the iVoice Convertible Debentures and up to 20,000,000
      shares for conversion of Thomas Acquisition Convertible Debentures) our net
      tangible book value as of date of this filing is estimated to be ($1,497,598)
      or
      ($0.00374) per share. Such an offering would represent an immediate increase
      in
      net tangible book value to existing stockholders of $0.00214 per share and
      an
      immediate dilution to new stockholders of $0.01624 per share, or
      129.9%.   There is no limit upon the number of shares that we may
      be required to issue upon conversion of any of these obligations.





The
      following is an example of the amount of shares of Thomas
      Pharmaceuticals Class A Common Stock that are issuable upon conversion of
      $1,460,000 of principal of our convertible debentures and Series B Preferred
      Stock, based on various market prices:





**Assumed
                Market**
              **Price**
            **Assumed
                Conversion**
              **Price**
            **No.
                of Shares**
              **to
                be issued**
            **Percentage
                of**
              **Stock
                Issuable**$0.01250
            $0.0100
            146,000,000
            36.45%$0.00938
            $0.0075
            194,666,667
            43.33%$0.00625
            $0.0050
            292,000,000
            53.42%$0.00313
            $0.0025
            584,000,000
            69.64%





$713,200
      in principal of convertible debentures is secured by substantially all of our
      assets.





In
      order
      to obtain working capital in the future, we may issue additional equity
      securities and convertible obligations.




-
          38
          -


In
      the
      event that the price of Thomas Pharmaceuticals Class A Common Stock
      decreases, and our convertible obligations (or any other convertible obligations
      we may issue) are converted into shares of Thomas Pharmaceuticals Class A
      Common Stock:




●
            the
                percentage of shares outstanding that will be held by these holders
                upon
                conversion will increase
                accordingly,




●
            increased
                share issuance, in addition to a stock overhang of an indeterminable
                amount, may depress the price of Thomas Pharmaceuticals Class A
                Common Stock,




●
            the
                sale of a substantial amount of convertible securities to relatively
                few
                holders could effectuate a possible change in control of Thomas
                Pharmaceuticals, and




●
            in
                the event of our voluntary or involuntary liquidation while the secured
                convertible debentures are outstanding, the holders of those securities
                will be entitled to a preference in distribution of our
                property.




In
      addition, if the market price declines significantly, we could be required
      to
      issue a number of shares of Class A Common Stock sufficient to result in our
      current stockholders not having an effective vote in the election of directors
      and other corporate matters. In the event of a change in control of Thomas
      Pharmaceuticals, it is possible that the new majority stockholders may take
      actions that may not be consistent with the objectives or desires of our current
      stockholders.





We
      are
      required to convert our existing convertible obligations based upon a 20%
      discount to the market price of our common stock. As a result, the lower the
      market price of Thomas Pharmaceuticals Class A Common Stock, the larger the
      number of shares we will have to issue to the holders of our convertible
      obligations. Any sale of convertible obligations may result in a very large
      conversion at one time.





***Thomas
      Pharmaceuticals may not be able to access sufficient funds when
      needed.***





We
      are
      dependent on external financing to fund our operations. For the year ended
      December 31, 2006 and the nine months ended September 30, 2007, we reported
      net
      cash used in operating activities of $1,204,961 and $175,592, respectively,
      and
      will require financing for working capital to meet our operating
      obligations.  Cash reserves at September 30, 2007 are not sufficient
      to sustain our operations at these levels and we anticipate that we will require
      financing on an ongoing basis for the foreseeable future to fund our working
      capital needs.  We will need to raise approximately $760,000 to
      sustain our operations over the next twelve months.  There is no
      guarantee that we will be able to raise enough capital or generate revenues
      to
      sustain our operations. In addition, our going concern opinion may negatively
      impact our ability to raise necessary funds.   See “Management’s
      Discussion and Analysis or Plan of Operation - Liquidity and Capital Resources.”
We cannot assure you that we will be able to access such financing in sufficient
      amounts or at all when needed. Our inability to obtain sufficient financing
      would have an immediate material adverse effect on us, our financial condition
      and our business.




-
          39
          -


***Thomas
      Pharmaceuticals’ stockholders may experience significant dilution if future
      equity offerings are used to fund operations or acquire
      businesses.***





If
      working capital or future acquisitions are financed through the issuance of
      equity securities, Thomas Pharmaceuticals stockholders would experience
      significant dilution. In addition, securities issued in connection with future
      financing activities or potential acquisitions may have rights and preferences
      senior to the rights and preferences of the Thomas Pharmaceuticals Class A
      Common Stock.





The
      conversion of outstanding debt obligations into equity securities would have
      a
      dilutive effect on Thomas Pharmaceuticals shareholders. Further, securities
      issued in connection with future financing activities or potential acquisitions
      may have rights and preferences senior to the rights and preferences of the
      Thomas Pharmaceuticals Class A Common Stock.





***Thomas
      Pharmaceuticals’ obligations under the secured convertible debentures are
      secured by substantially all of its assets.***





Our
      obligations under $610,000 in principal of secured convertible debentures issued
      by Thomas Pharmaceuticals to iVoice are secured by substantially all of our
      assets. In addition, $103,800 in principal of secured convertible debentures
      issued by Thomas Pharmaceutical Acquisition Corp., an entity unaffiliated with
      iVoice or Thomas Pharmaceuticals are secured, subject to the prior security
      interest of iVoice, by substantially all of our assets.  The net
      proceeds of $160,000 from the convertible debentures were loaned by Thomas
      Acquisition to Thomas Pharmaceuticals and Thomas Pharmaceuticals executed a
      Promissory Note for such funds.  In exchange for and in consideration
      of BioBridge LLC purchasing the Thomas Acquisition secured convertible debenture
      and thereby permitting Thomas Acquisition to loan the net proceeds to Thomas
      Pharmaceuticals for operations, Thomas Pharmaceuticals agreed to have the Thomas
      Acquisition convertible debenture secured with assets of Thomas Pharmaceuticals
      and convertible into shares of Thomas Pharmaceuticals.  As a result,
      if we default under the terms of the secured convertible debentures issued
      by us
      or Thomas Acquisition, the secured lenders could foreclose on their security
      interests and liquidate all of our assets. This would cause operations to
      cease.





***Members
      of Thomas Pharmaceuticals’ Board of Directors and management may have conflicts
      of interest after the Distribution; Thomas Pharmaceuticals does not have any
      formal procedure for resolving conflicts in the
      future.***





After
      the
      Distribution, Mr. Mahoney, the Non-Executive Chairman of the Board of Thomas
      Pharmaceuticals, will continue to serve as the Chairman, President and Chief
      Executive Officer of iVoice. Mr. Mahoney is a controlling stockholder of iVoice,
      beneficially owning approximately 92% of the outstanding shares of iVoice Class
      A Common Stock (assuming the conversion of outstanding shares of Class B Common
      Stock and debt into shares of Class A Common Stock) as of October 31,
      2007.  Following the Distribution, Mr. Mahoney will own iVoice shares
      and iVoice will beneficially own approximately 33% of the outstanding shares
      of
      Thomas Pharmaceuticals Class A Common Stock (assuming the conversion of
      outstanding shares of Class B Convertible Preferred Stock and debt into Class
      A
      Common Stock at an assumed conversion price of $0.01 per
      share).  iVoice will have the right to convert $710,000 in principal
      (plus accrued and unpaid interest) of indebtedness into an indeterminate number
      of shares of Thomas Pharmaceuticals Class A Common Stock. The debentures are
      convertible at the option of iVoice any time up to maturity at a conversion
      price equal to 80% of the lowest closing bid price of the common stock for
      the 5
      trading days immediately preceding the conversion date. For example, if the
      assumed conversion price for this indebtedness was $.01 per share, iVoice would
      beneficially own 71,000,000 shares of Class A Common Stock.  The
      convertible debentures are secured by the assets of Thomas Pharmaceuticals.
      In
      the event the




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          40
          -


debentures
      are redeemed, then Thomas Pharmaceuticals will pay $125,000 plus interest for
      each $100,000 redeemed. There is no limitation on the number of shares of Class
      A Common Stock that we may be required to issue to iVoice upon the conversion
      of
      this indebtedness.




iVoice
      also owns 550 shares of Series B Convertible Preferred Stock with a stated
      value
      of $1,000 per share.  Each share of Series B Convertible Preferred
      Stock is convertible at the option of iVoice into the number of shares of Thomas
      Pharmaceuticals’ Class A Common Stock determined by dividing the stated value of
      Series B Convertible Preferred Stock being converted by a 20% discount to the
      lowest closing bid price of the Class A Common Stock for the five trading days
      before the conversion date.  For example, if the assumed conversion
      price for these shares was $.01 per share, iVoice would beneficially own
      55,000,000 shares of Class A Common Stock.  There is no limit upon the
      number of shares of Class A Common Stock that we may be required to issue upon
      conversion of these shares.





iVoice,
      as a holder of shares of the Series B Convertible Preferred Stock, is entitled
      on each matter which the Class A Common Stockholders vote on, to cast the number
      of votes equal to the number of Class A Common Stock that would be issued upon
      the conversion of the Series B Convertible Preferred Stock held by that holder,
      had all of the outstanding Series B Convertible Preferred Stock held by that
      holder been converted on the record date used for such shareholders vote or
      meeting. For example, if the conversion price for the Series B Convertible
      Preferred Stock was $.01 per share, iVoice would have voting rights equal to
      55,000,000 shares of Class A Common Stock, or 17.8% of the eligible voting
      rights.  Depending on the conversion price for the Series B
      Convertible Preferred Stock on the record date for any shareholders vote or
      meeting, iVoice could have control over the management and direction of Thomas
      Pharmaceuticals, including the election of directors, appointment of management
      and approval of actions requiring the approval of stockholders. The voting
      rights of iVoice will also increase upon the conversion of the debentures held
      by iVoice into shares of Thomas Pharmaceuticals Class A Common
      Stock.  Jerome R. Mahoney, as the sole officer of iVoice, has the
      authority to vote portfolio securities owned by iVoice such as shares of Thomas
      Pharmaceuticals owned by iVoice.   Mr. Mahoney votes these
      portfolio securities as directed by the Board of Directors of
      iVoice. Jerome R. Mahoney and Frank V. Esser are directors of iVoice and
      the approval of both Mr. Mahoney and Mr. Esser is required for any voting
      decision.   Mr. Esser is also a stockholder of iVoice and a
      director of Thomas Pharmaceuticals and will participate in the
      Distribution.





Mr.
      Mahoney also serves as the Chairman of the Board of Trey Resources, the
      President, Chief Executive Officer and Secretary of iVoice Technology and
      Non-Executive Chairman of the Board of SpeechSwitch.  Mr. Mahoney’s
      roles with Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology
      and
      SpeechSwitch could create, or appear to create, potential conflicts of interest
      when Mr. Mahoney is faced with decisions that could have different implications
      for Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch.  These relationships could create, or appear to create,
      potential conflicts of interest when Thomas Pharmaceuticals’ directors and
      management are faced with decisions that could have different implications
      for
      Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch.  For example, Mr. Mahoney may experience conflicts of
      interest with respect to the allocation of his time, services and functions
      among Thomas Pharmaceuticals, iVoice, Trey Resources, iVoice Technology and
      SpeechSwitch. Other examples include allocating corporate opportunities to
      any
      of these five companies including potential business
      acquisitions.  Additional conflicts may relate to disputes arising out
      of any agreements between Thomas Pharmaceuticals and iVoice.  Other
      examples could include activities undertaken by iVoice in the future that could
      be in direct competition with Thomas Pharmaceuticals. Also, the




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          41
          -


appearance
      of conflicts, even if such conflicts do not materialize, might adversely affect
      the public’s perception of Thomas Pharmaceuticals following the Distribution.
      Furthermore, Thomas Pharmaceuticals does not have any formal procedure for
      resolving such conflicts of interest should they arise following the
      Distribution.





***If
      Thomas Pharmaceuticals loses the services of its key personnel, its business
      may
      suffer.***





We
      currently only have two employees, one full-time and one
      part-time.  We are dependent on our key officer John E. Lucas, our
      Chief Executive Officer.  The loss of Mr. Lucas could materially harm
      our business because of the cost and time necessary to retain and train a
      replacement. Such a loss would also divert management attention away from
      operational issues.  To minimize the effects of such loss, we have
      entered into an employment contract with Mr. Lucas.




We
      have
      no key man insurance on any of our employees and do not expect to obtain such
      insurance in the future. If we lose the services of any key personnel and such
      personnel can not be replaced on a timely basis our business may
      suffer.





***Thomas
      Pharmaceuticals employment agreements are a significant expense for our
      Company.***





We
      have
      entered into an employment agreement with John E. Lucas, our Chief Executive
      Officer, pursuant to which we agreed to pay Mr. Lucas the sum of $60,000 the
      first year with an annual increase based on the Consumer Price Index every
      year
      thereafter.  We also agreed to pay Mr. Lucas an annual cash bonus
      based upon the net sales of the Company. The compensation payable to Mr. Lucas
      under the agreement may be paid in the form of cash, debt or shares of Class
      B
      Common Stock at the option of the Company.





In
      the
      event Mr. Lucas’s employment agreement is terminated by us for cause or due to
      Mr. Lucas’s disability or retirement, we will pay him any unpaid compensation
      through the date of termination.  In the event Mr. Lucas’s employment
      agreement is terminated due to Mr. Lucas’s death, we will pay to his estate all
      earned but unpaid compensation through the date of termination. In the event
      Mr.
      Lucas’s employment agreement is terminated by us without cause or by Mr. Lucas
      for good reason, Mr. Lucas will be entitled to receive any unpaid compensation
      through the date of termination, any unpaid bonus earned with respect to the
      fiscal year ending on or preceding the date of termination, and a one-time
      lump
      sum payment equal to four week’s base salary.





In
      addition, we have entered into an employment agreement with Mr. Mahoney which
      will become effective at the time of the Distribution pursuant to which Mr.
      Mahoney will serve as our Non-Executive Chairman of the Board for a term of
      five
      years. As consideration, we agreed to pay Mr. Mahoney the sum of $85,000 the
      first year with an annual increase based on the Consumer Price Index every
      year
      thereafter. The compensation payable to Mr. Mahoney under the agreement may
      be
      paid in the form of cash, debt or shares of Class B Common Stock at the option
      of Mr. Mahoney.





Our
      employment agreement with Mr. Mahoney provides for significant severance
      payments in certain events.  In the event Mr. Mahoney’s employment
      agreement is terminated by us for cause or due to Mr. Mahoney’s disability or
      retirement, we will pay him his full base salary for five years from the date
      of
      termination at the highest salary level under the agreement.  In
      addition, in the event Mr. Mahoney’s employment agreement is terminated by us
      within three years




-
          42
          -


following
      a change in control, as defined in the employment agreement, or by Mr. Mahoney
      for good reason (as defined in the employment agreement) within three years
      following a change in control, Mr. Mahoney will be entitled to receive a
      severance payment up to three hundred percent, less $100, of his gross income
      for services rendered to us in each of the five prior calendar years (or shorter
      period during which Mr. Mahoney has been employed by us).





The
      combined salary obligations of Mr. Lucas and Mr. Mahoney total $145,000 per
      year, which is a significant expense and use of funds for the Company which
      has
      limited operations and resources.  We currently do not have funds
      available to pay these salaries.  In addition, the severance
      provisions with Mr. Lucas and Mr. Mahoney may be additional significant expenses
      for us in the event those agreements are triggered.  In particular,
      the agreement with Mr. Mahoney would make it very costly for us to terminate
      Mr.
      Mahoney.  Such costs may also discourage potential acquisition
      proposals, which may negatively affect our stock price.




***Potential
      future business acquisitions by Thomas Pharmaceuticals may be unpredictable
      and
      may cause its business to suffer.***





We
      may
      seek to expand our operations through the acquisition of additional businesses.
      These potential acquired additional businesses may be outside our current field
      of operations. We may not be able to identify, successfully integrate or
      profitably manage any such businesses or operations. The proposed expansion
      may
      involve a number of special risks, including possible adverse effects on our
      operating results, diversion of management attention, inability to retain key
      personnel, risks associated with unanticipated events and the financial
      statement effect of potential impairment of acquired intangible assets, any
      of
      which could have a materially adverse effect on our business, financial
      condition and results of operations. In addition, if competition for acquisition
      candidates or assumed operations were to increase, the cost of acquiring
      businesses or assuming customers’ operations could increase
      materially.





Our
      inability to implement and manage our expansion strategy successfully may have
      a
      material adverse effect on our business and future prospects. Furthermore,
      through the acquisition of additional businesses, we may effect a business
      acquisition with a target business which may be financially unstable,
      under-managed, or in its early stages of development or growth. While we may,
      under certain circumstances, seek to effect business acquisitions with more
      than
      one target business, as a result of limited resources, in all likelihood, will
      have the ability to effect only a single business acquisition at one time.
      Currently, we have no plans, proposals or arrangements, either orally or in
      writing, regarding any proposed acquisitions.  In addition, although
      there are no current plans to do so, we may change our strategy for the
      development and marketing of our products in the future and our business plan
      might not be implemented as set forth herein.





***If
      Thomas Pharmaceuticals is unable to successfully compete in the over-the-counter
      non-prescription healthcare product industry its business and financial
      condition will be significantly negatively impacted.***





The
      over-the-counter non-prescription healthcare product industry is extremely
      competitive and consists of major domestic and international pharmaceutical,
      cosmetic, consumer products and other companies, most of which have financial,
      technical, manufacturing, distribution, marketing, sales and other resources
      substantially greater than ours and who hold significant market share. Our
      Acid+All® tablets primarily compete with over-the-counter antacid products, such
      as Rolaids® and Tums®.  We compete by bringing style and substance to
      traditional categories of consumer health care products to create new upscale
      products. Our competitors




-
          43
          -


may
      introduce more effective or less expensive products or products with greater
      market recognition or acceptance, including prescription antacids, which could
      compete with our products and have a significant negative impact on our business
      and financial condition.





***Thomas
      Pharmaceuticals may not achieve the market acceptance of its products necessary
      to generate revenues.***





To
      date
      we have had limited sales of our one product - Acid+All®. Our products may not
      achieve market acceptance. Market acceptance will depend on a number of factors,
      including:




●
            the
                effectiveness of our products;




●
            our
                ability to keep production costs
                low;




●
            our
                ability to successfully market our products;
                and




●
            timely
                introductions of new products.




We
      lack
      the capital needed to bring any future products to market at this
      time.





If
      our
      Acid+All® product fails to achieve market acceptance and significant sales, we
      will not be able to generate revenue from the sale of this product and may
      not
      continue in business.





***Thomas
      Pharmaceuticals may fail to develop new products, or may incur unexpected
      expenses or delays.***





We
      currently rely on a single product, Acid+All®, which has had limited sales to
      date.  We lack the capital needed to bring any future products to
      market at this time.  Future products may include product extensions
      of Acid+All®, flavored and effervescent versions of Acid+All® and an Acid+All®
acid reducer, depending upon financing.  We do not currently have any
      of these products in development and do not expect to launch any new products
      in
      the near future due to our lack of financial resources.





Due
      to
      the risks inherent in developing new products—limited financing, competition,
      obsolescence, loss of key personnel, and other factors—we may fail to develop
      these new products, or may experience lengthy and costly delays in doing so.
      It
      will be important for us to be able to develop and market new products. We
      cannot assure that we will be able to develop new products in order to remain
      competitive. Our introduction of new products will be subject to the inherent
      risks of unforeseen problems and delays. We cannot assure you that our efforts
      to develop, market and sell our products will be successful.





***Thomas
      Pharmaceuticals may grow in excess of its ability to manage growth, which could
      result in inefficiencies.***





We
      believe that growth of our business may strain our management and operations.
      As
      our business grows we intend to increase our workforce***.***Our ability to manage growth depends in part upon
      our ability to
      expand our operating, management, information and financial systems, which
      may
      significantly increase our future operating expenses. We cannot assure you
      that
      our business will grow in the future or that we will be able to effectively
      manage our growth.





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          44
          -


***Thomas
      Pharmaceuticals relies on strategic relationships to distribute and sell its
      products, the loss of which would cause its revenues to
      decrease.***





Our
      success relies in great part on establishing and maintaining strategic
      relationships with retailers, such as major drug store chains, to distribute
      and
      sell our products.   As of March 1, 2007 we were shipping
      Acid+All® to 40 major national and regional retailers.  During 2006
      and the first three quarters of 2007 the product was available through
      additional retailers who decided to no longer carry the Acid+All® product since
      we did not have the financial resources for necessary sales and marketing
      activities at that time. We are currently not shipping Acid+All® to any
      retailers.  The only sales of Acid+All® at this time are sales of
      remaining products on the shelves of retailers who previously ordered
      Acid+All®.  Currently, we have no new orders for its product and if we
      were to receive any order for the Acid+All® product it would be unable to fill
      such order since our contract packager has ceased packaging the Acid+All®
product based on our financial condition and we have no packaged products in
      inventory.  If Thomas Pharmaceuticals is able to obtain necessary financing
      it may be able to enter into a new arrangement with a contractor to package
      Acid+All® and may be able to develop new contracts with
      retailers.  However, no such assurance can be given that Thomas
      Pharmaceuticals will be able to obtain financing or enter into any new contracts
      with retailers or a packager.   Our inability to establish or
      maintain strategic relationships with retailers may reduce our revenues and
      increase our losses from operations.




***Thomas
      Pharmaceuticals’ business depends upon third party manufacturers, the loss or
      unavailability of which would require it to find substitute manufacturers,
      resulting in delays in production and additional
      expenses.***





Our
      Acid+All® product is produced for us by a third party manufacturer. The
      Acid+All® tablets are being manufactured for us by Contract Pharmacal
      Corporation, an established contract manufacturer headquartered in Hauppauge,
      New York, which has been approved by the U.S. Food and Drug Administration,
      or
      FDA. This manufacturer is responsible for supplying the formula ingredients
      for
      Acid+All®. We do not have a contract with this
      manufacturer.****This manufacturer may not continue to
      maintain its FDA certification or continue to be willing or able to produce
      our
      products for us at reasonable prices or at all. If for any reason this company
      discontinues production of our products at a time when we have a low volume
      of
      inventory on hand or are experiencing a high demand for our products,
      significant delays in production of our products and interruption of our product
      sales may result as we seek to establish a relationship and commence production
      with a new manufacturer.





The
      Acid+All® tablets were packaged by Denison Pharmaceuticals, Inc. a Pawtucket,
      Rhode Island-based, FDA-registered pharmaceutical contract packer. Denison
      is no
      longer packaging our Acid+All® tablets based on the financial condition of the
      Company.  We are seeking another packager for our Acid+All® tablets.
      Until such time as we arrange for another packer for our Acid+All® tablets, we
      will not be able to fill any orders if we receive them.  We have no
      packaged products in inventory.  If Thomas Pharmaceuticals is able to
      obtain necessary financing it may be able to enter into a new arrangement with
      a
      contractor to package Acid+All® and may be able to develop new contracts with
      retailers.  However, no such assurance can be given that Thomas
      Pharmaceuticals will be able to obtain financing or enter into any new contracts
      with retailers or a packager.




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We
      cannot
      assure that any manufacturers will provide the products we need, in the
      quantities we request, or at a price we are willing to pay. In general, we
      do
      not maintain written agreements with these manufacturers. Because of the lack
      of
      such agreements, there can be no assurance that products we need will be
      available. Our inability to obtain adequate supplies of product from third
      party
      manufacturers at favorable prices, or at all, may increase our expenses and
      reduce our operating margins, resulting in increased losses.





***If
      Thomas Pharmaceuticals must restructure its operations, valuable resources
      will
      be diverted from other business objectives.***





We
      intend
      to continually evaluate our products and corporate strategy. We have in the
      past
      undertaken organizational changes such as the change in responsibilities after
      the resignation of our former President.  We have also ceased the
      development of any future products due to our lack of available
      finances.  We may in the future undertake additional organizational
      changes and/or product and marketing strategy modifications.  If we
      undertake such changes in the future these changes may increase the risk that
      objectives will not be met due to the allocation of valuable limited resources
      to implement changes. Further, due to the uncertain nature of any of these
      undertakings, these efforts may not be successful and we may not realize any
      benefit from these efforts.





***Thomas
      Pharmaceuticals may incur increased expenses after the administrative services
      agreement with iVoice is terminated.***





Thomas
      Pharmaceuticals has entered into an administrative services agreement with
      iVoice. Under this agreement, iVoice is providing Thomas Pharmaceuticals with
      physical premises, contract review, sales issuance, invoicing and collection
      services, material and inventory control, employee benefits administration,
      payroll, financial accounting and reporting, and other areas where Thomas
      Pharmaceuticals needs assistance and support. The agreement will continue
      following the Distribution on a month-to-month basis. Upon termination of the
      agreement, Thomas Pharmaceuticals will be required to obtain such services
      from
      a third party or increase its headcount to provide such services. This could
      be
      more expensive than the fees which Thomas Pharmaceuticals has been required
      to
      pay under the administrative services agreement.





***Jerome
      R. Mahoney, the Chairman of the Board of iVoice, may have control over the
      management and direction of Thomas Pharmaceuticals.***





After
      the
      Distribution, Mr. Mahoney, the Non-Executive Chairman of the Board of Thomas
      Pharmaceuticals, will continue to serve as the Chairman, President and Chief
      Executive Officer of iVoice. Mr. Mahoney is a controlling stockholder of iVoice.
      Following the Distribution, Mr. Mahoney will own iVoice shares and iVoice will
      beneficially own approximately 33% of the outstanding shares of Thomas
      Pharmaceuticals Class A Common Stock (assuming the conversion of outstanding
      shares of Class B Convertible Preferred Stock and debt into Class A Common
      Stock).   iVoice will have the right to convert $710,000 in
      principal (plus accrued and unpaid interest) of indebtedness into an
      indeterminate number of shares of Thomas Pharmaceuticals Class A Common Stock.
      The debentures are convertible at the option of iVoice any time up to maturity
      at a conversion price equal to 80% of the lowest closing bid price of the common
      stock for the 5 trading days immediately preceding the conversion date. For
      example, if the assumed conversion price for this indebtedness was $.01 per
      share, iVoice would beneficially own 71,000,000 shares of Class A Common
      Stock.  The convertible debentures are secured by the assets of Thomas
      Pharmaceuticals. In the event the debentures are redeemed, then Thomas




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Pharmaceuticals
      will pay $125,000 plus interest for each $100,000 redeemed. There is no
      limitation on the number of shares of Class A Common Stock that we may be
      required to issue to iVoice upon the conversion of this
      indebtedness.





iVoice
      also owns 550 shares of Series B Convertible Preferred Stock with a stated
      value
      of $1,000 per share.  Each share of Series B Convertible Preferred
      Stock is convertible at the option of iVoice into the number of shares of Thomas
      Pharmaceuticals’ Class A Common Stock determined by dividing the stated value of
      Series B Convertible Preferred Stock being converted by a 20% discount to the
      lowest closing bid price of the Class A Common Stock for the five trading days
      before the conversion date. For example, if the assumed conversion price for
      these shares was $.01 per share, iVoice would beneficially own 55,000,000 shares
      of Class A Common Stock. There is no limit upon the number of shares of
      Class A Common Stock that we may be required to issue upon conversion of these
      shares.





iVoice,
      as a holder of shares of the Series B Convertible Preferred Stock, shall be
      entitled on each matter which the Class A Common Stockholders vote on, to cast
      the number of votes equal to the number of Class A Common Stock that would
      be
      issued upon the conversion of the Series B Convertible Preferred Stock held
      by
      that holder, had all of the outstanding Series B Convertible Preferred Stock
      held by that holder been converted on the record date used for such shareholders
      vote or meeting. For example, if the conversion price for the Series B
      Convertible Preferred Stock was $.01 per share, iVoice would have voting rights
      equal to 55,000,000 shares of Class A Common Stock, or 17.8% of the eligible
      voting rights.  Depending on the conversion price for the Series B
      Convertible Preferred Stock on the record date for any shareholders vote or
      meeting, iVoice could have control over the management and direction of Thomas
      Pharmaceuticals, including the election of directors, appointment of management
      and approval of actions requiring the approval of stockholders.  The
      voting rights of iVoice will also increase upon the conversion of the debentures
      held by iVoice into shares of Thomas Pharmaceuticals Class A Common
      Stock.  Jerome R. Mahoney, as the sole officer of iVoice has the
      authority to vote portfolio securities owned by iVoice such as shares of Thomas
      Pharmaceuticals owned by iVoice.  Mr. Mahoney votes these portfolio
      securities as directed by the Board of Directors of iVoice.  Jerome R.
      Mahoney and Frank V. Esser are directors of iVoice and the approval of both
      Mr.
      Mahoney and Mr. Esser is required for any voting decision.  Mr. Esser
      is also a stockholder of iVoice and a director of Thomas Pharmaceuticals and
      will participate in the Distribution.





***The
      business of Thomas Pharmaceuticals is subject to government regulation, the
      failure to comply with which could result in significant
      penalties.***





Over-the-counter
      drugs are subject to FDA regulations. Our management has determined that our
      Acid+All® product is an over-the-counter drug that may be marketed without
      specific FDA approval as it is covered by over-the-counter monographs. The
      FDA,
      however, may disagree with our management’s classification of this
      product.  The FDA has broad regulatory and enforcement powers. If the
      FDA determines that we have failed to comply with applicable regulatory
      requirements, it can impose a variety of enforcement actions from public warning
      letters, fines, injunctions, consent decrees and civil penalties to suspension
      or delayed issuance of approvals, seizure or recall of our products, total
      or
      partial shutdown of production, withdrawal of approvals or clearances already
      granted, and criminal prosecution. The FDA can also require us to replace or
      refund the cost of products that we distributed. If any of these events were
      to
      occur, it could materially adversely affect our ability to market our products
      and our business and financial condition.





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Advertising
      of our products is subject to regulation by the U.S. Federal Trade Commission,
      or FTC, under the Federal Trade Commission Act, or FTCA. If the FTC were to
      impose limitations on our advertising of products, any such limitations could
      materially adversely affect our ability to successfully market our
      products.




Advertising,
      labeling, sales and manufacturing of our products are also regulated by state
      and local authorities and governmental regulations in foreign countries where
      we
      may commence or expand sales.  There can be no assurance that such
      authorities will not commence regulatory action, which could restrict the
      permissible scope of our product claims or our ability to sell in that
      state.





We
      are
      also subject to licensing and regulation by a number of authorities in the
      states and municipalities in which we conduct operations. These may include
      health, safety, and fire regulations. Our operations are also subject to federal
      and state minimum wage laws governing such matters as working conditions and
      overtime.





We
      cannot
      predict the nature of any future laws, regulations, interpretations or
      applications, nor can we determine what effect additional governmental
      regulations or administrative orders, when and if promulgated, would have on
      our
      business in the future. They could, however, require the reformulation of
      certain products to meet new standards, the recall or discontinuance of certain
      products not capable of reformulation, additional record keeping, expanded
      documentation of the properties of certain products, expanded or different
      labeling, and/or scientific substantiation. Any or all of such requirements
      could have a material adverse effect on our business, financial condition,
      results of operations and cash flows. If we were to experience product recalls
      or discontinuances, we could incur substantial expenses and wastage of time,
      as
      well as damage to our reputation.





***The
      products of Thomas Pharmaceuticals have limited trademark protection, which
      could permit others to market similar products, resulting in decreased sales
      by
      Thomas Pharmaceuticals.***




We
      utilize the following registered and unregistered trademarks which are material
      to our business:  Acid+All®, Heartburn Happens, Acid+All HelpsTM,
      Acid+All Does it AllTM and Ask for Acid+All®. Only Acid+All® and Ask for
      Acid+All® are registered trademarks. We believe that protecting our registered
      and unregistered trademarks is crucial to our business strategy of building
      strong brand name recognition and that such trademarks will have significant
      value.




Our
      policy is to pursue registration of all the trademarks associated with our
      key
      products. We rely on common law trademark rights to protect our unregistered
      trademarks. Common law trademark rights generally are limited to the geographic
      area in which the trademark is actually used, while a United States federal
      registration of a trademark enables the registrant to stop the unauthorized
      use
      of the trademark by any third party anywhere in the United States. Furthermore,
      the protection available, if any, in foreign jurisdictions may not be as
      extensive as the protection available to us in the United States.





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***Thomas
      Pharmaceuticals may be unable to protect its proprietary products or prevent
      the
      development of similar products by its competitors, which could materially
      and
      adversely affect its ability to successfully compete.***





We
      do not
      own any patent or licenses. We claim proprietary rights in various unpatented
      technologies, know-how, trade secrets and trademarks relating to our products
      and manufacturing processes. We protect our proprietary rights in our product
      formulas and operations through contractual obligations with our manufacturers,
      employees, consultants and vendors. These protections may prove inadequate.
      Further, our competitors may independently develop or patent products that
      are
      substantially equivalent or superior to our products.




***The
      products of Thomas Pharmaceuticals could infringe on intellectual property
      rights of others.***





Although
      we seek to ensure that we do not infringe on the intellectual property rights
      of
      others, we cannot assure you that third parties will not assert intellectual
      property claims against us. Infringement claims by third parties against us
      may
      have a material adverse affect on our business.





***Thomas
      Pharmaceuticals is exposed to product liability claims, which could create
      a
      substantial liability.***





We
      face
      an inherent risk of exposure to product liability claims in the event that
      the
      use of our products results in injury. We have $3,000,000 of product liability
      insurance which our management believes is adequate insurance, but if it is
      not,
      product liabilities relating to our products could adversely affect
      us.  We maintain a product liability policy with Chubb Custom
      Insurance Co. with an annual premium of approximately $13,000.










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**ITEM
      3.****CONTROLS
      AND PROCEDURES**





**Evaluation
      of disclosure controls and procedures.**





The
      Company maintains a set of disclosure controls and procedures designed to ensure
      that information required to be disclosed by us in our reports filed under
      the
      Securities Exchange Act, is recorded, processed, summarized, and reported within
      the time periods specified by the SEC’s rules and forms.  Disclosure
      controls are also designed with the objective of ensuring that this information
      is accumulated and communicated to our management, including our chief executive
      officer and chief financial officer, as appropriate, to allow timely decisions
      regarding required disclosure.





Our
      Board
      of Directors were advised by Bagell, Josephs, Levine and Company, LLC, our
      independent registered public accounting firm, that during their performance
      of
      review procedures for the period ended September 30, 2007, they have identified
      a material weakness as defined in Public Company Accounting Oversight Board
      Standard No. 2 in our internal control over financial reporting. Our auditors
      have identified the following material weakness in our internal
      controls:





A
      material weakness in the Company’s internal controls existed as of September 30,
      2007.  The material weakness was identified as the Company’s limited
      segregation of duties amongst the Company’s employees with respect to the
      Company’s preparation and review of the Company’s financial
      statements.  This material weakness is the result of the Company’s
      limited number of employees. This material weakness may affect management’s
      ability to effectively review and analyze elements of the financial statement
      closing process and prepare consolidated financial statements in accordance
      with
      U.S. GAAP.




Subsequent
      to the notification from our independent registered public accounting firm,
      our
      chief executive officer evaluated our internal controls and concurred that
      our
      disclosure controls and procedures have not been effective to ensure that
      information required to be included in our periodic SEC filings is recorded,
      processed, summarized, and reported within the time periods specified in the
      SEC
      rules and forms.  Management is required to apply its judgment in
      evaluating the cost-benefit relationship of possible changes in our disclosure
      controls and procedures.





**Item
      3A(T). Controls and Procedures.**





An
      evaluation was performed under the supervision and with the participation of
      management, including the Chief Executive Officer, of the effectiveness of
      the
      design and operation of the Company’s disclosure controls and procedures as
      defined in Rules 13a-15(e) or 240.15d-15(e) of the Securities Exchange Act
      of
      1934, as amended, as of September 30, 2007.  Based on that evaluation,
      management, including the Chief Executive Officer, concluded that the Company’s
      disclosure controls and procedures are effective, except as to the material
      weakness in internal controls disclosed in Item 3 above. There has been no
      change in the internal control over financial reporting identified in connection
      with the evaluation required by paragraph (d) of §240.13a-15 or §240.15d-15 of
      the Exchange Act that occurred during the Company’s last fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting, other than what has been reported
      above.





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**PART
      II – OTHER INFORMATION**





**ITEM
      5. OTHER
      INFORMATION**





(b)
            The
                Company does not have a standing nominating committee or a committee
                performing similar functions as the Company’s Board of Directors consists
                of only two members and therefore there would be no benefit in having
                a
                separate nominating committee that would consist of the same number
                of
                members as the full board of directors.  Both members of the
                Board of Directors participate in the consideration of director
                nominees.














**ITEM
      6.                      EXHIBITS**





31.1
            Certification
                of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
                Act
                of 2002.





32.1
            Certification
                of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002.








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**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Thomas
              Pharmaceuticals,
              Ltd.Date:                      December
                10, 2007
            By:
            /s/ John
              E. LucasJohn
              E. Lucas, Chief Executive
              Officer andPrincipal
              Accounting
              Officer



















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          -


**Index
      of Exhibits**














31.1
            Certification
                of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
                Act
                of 2002.





32.1
            Certification
                of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002.








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