================================================================================
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

                                       OR

    [_] 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. Employer
 incorporation 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

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 [X] NO [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated files, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the exchange act.

Large Accelerated filer [_]                                Accelerated filer [_]
Non-accelerated filer [_]                         Smaller reporting company  [X]
(Do not check if a smaller
reporting company)

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

Number of shares of Class A, common stock,
     No par value, outstanding as of May 19, 2008:               285,276,105

================================================================================
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.

                         CONDENSED FINANCIAL STATEMENTS

                             MARCH 31, 2008 AND 2007

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I.     FINANCIAL INFORMATION

            Item 1.     Condensed Financial Statements (Unaudited)

                     Balance Sheet - March 31, 2008 and December
                        31, 2007                                         2

                     Statements of Operations - For the three months
                        ended March 31, 2008 and 2007                    3

                     Statements of Cash Flows - For the three months
                        ended March 31, 2008 and 2007                    4 - 5

                     Notes to Condensed Financial Statements             6 - 17

            Item 2.  Management's Discussion and Analysis of Financial
                        Condition and Results of Operations              18 - 22

            Item 4T. Controls and Procedures                             22 - 23



PART II.    OTHER INFORMATION

            Item 1.  Legal Proceedings                                   24

            Item 5.  Other Information                                   24

            Item 6.  Exhibits                                            24


                                       1
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
                             CONDENSED BALANCE SHEET
<TABLE><CAPTION>
                                                                                     March 31,       December31,
                                                                                       2008             2007
                                                                                   ------------      ------------
                                                                                    (unaudited)        (audited)
<S>                                                                                <C>               <C>
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                                          $      1,291      $      9,705
Prepaid expenses and other current assets                                                 5,580             4,699
                                                                                   ------------      ------------
          Total current assets                                                            6,871            14,404
                                                                                   ------------      ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
          of $117,710 and $117,428, respectively                                          3,098             3,380
                                                                                   ------------      ------------

TOTAL ASSETS                                                                       $      9,969      $     17,784
                                                                                   ============      ============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses                                              $    874,148      $    768,130
Notes payable                                                                            20,000              --
Dividends payable                                                                       115,877           102,164
Derivative liability on convertible debentures                                        1,128,680         1,132,379
Convertible debentures payable, net of discounts of $493,289
         and $519,048, respectively                                                     214,711           190,952
                                                                                   ------------      ------------
            Total current liabilities                                                 2,353,416         2,193,625
                                                                                   ------------      ------------

LONG TERM DEBT

Notes payable, net of discounts of $128,333 and $133,833, respectively                   25,667            40,167
                                                                                   ------------      ------------

             Total liabilities                                                        2,379,083         2,233,792
                                                                                   ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Series A Convertible Preferred stock, no par value; authorized 500,000 shares;
    no shares issued and outstanding                                                       --                --
Series B Convertible Preferred stock, no par value; authorized 1,000 shares;
    550 shares issued and outstanding                                                   550,000           550,000
Common stock, Class A - no par value; authorized 10,000,000,000 shares;
   273,276,105 and 248,276,105 shares issued and outstanding, respectively               52,600             5,100
Common stock, Class B - no par value; authorized 50,000,000 shares;
   no shares issued or outstanding                                                         --                --
Accumulated deficit                                                                  (2,971,714)       (2,771,108)
                                                                                   ------------      ------------
            Total stockholders' deficit                                              (2,369,114)       (2,216,008)
                                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $      9,969      $     17,784
                                                                                   ============      ============
</TABLE>
              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       2
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                      FOR THE THREE MONTHS ENDED MARCH 31,

<TABLE><CAPTION>
                                                                                                      (restated)
                                                                                       2008              2007
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
NET REVENUES, net of provision for product returns
    and credits of $0 and $34,165, respectively                                    $        285      $     18,202

COST OF SALES                                                                              --              25,940
                                                                                   ------------      ------------

GROSS PROFIT (LOSS)                                                                         285            (7,738)
                                                                                   ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                                                        --              93,315
     General and administrative expenses                                                 88,455           117,829
     Depreciation and amortization                                                          282            61,694
                                                                                   ------------      ------------
Total selling, general and administrative expenses                                       88,737           272,838
                                                                                   ------------      ------------

LOSS FROM OPERATIONS                                                                    (88,452)         (280,576)
                                                                                   ------------      ------------

OTHER EXPENSE

     Amortization of debt discount                                                       31,259            29,129
     (Gain) loss on revaluation of derivatives                                           (3,699)            5,729
     Interest expense                                                                    70,881            21,819
                                                                                   ------------      ------------
Total other expense                                                                      98,441            56,677
                                                                                   ------------      ------------

LOSS BEFORE PROVISION FOR
     INCOME TAXES                                                                      (186,893)         (337,253)

PROVISION FOR INCOME TAXES                                                                 --                --
                                                                                   ------------      ------------

NET LOSS BEFORE PREFERRED DIVIDENDS                                                    (186,893)         (337,253)

PREFERRED DIVIDENDS                                                                      13,713            13,561
                                                                                   ------------      ------------

NET LOSS APPLICABLE TO COMMON SHARES                                               $   (200,606)     $   (350,814)
                                                                                   ============      ============

NET LOSS PER COMMON SHARE
     Basic and diluted                                                             $      (0.00)     $      (0.00)
                                                                                   ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic and diluted                                                              269,429,951       243,184,868
                                                                                   ============      ============
</TABLE>
              The accompanying notes are an integral part of these
                        condensed financial statements.

                                       3
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                      FOR THE THREE MONTHS ENDED MARCH 31,
<TABLE><CAPTION>
                                                                                       2008              2007
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) before preferred dividends                                           $   (186,893)     $   (337,253)
   Adjustments to reconcile net (loss) to net cash (used in) operating
      activities:
   Depreciation expense                                                                     282             3,161
   Amortization of intangibles                                                             --              58,533
   Amortization of debt discount                                                         31,259            29,129
   (Gain) loss on revaluation of derivatives                                             (3,699)            5,729
   Provision for product returns and reserve for bad debt                                  (285)           77,260
    Beneficial interest on conversion of debt                                            45,500              --
   Changes in certain assets and liabilities:
       (Increase) decrease in accounts receivable                                           285           (27,237)
        Decrease in inventory                                                              --                 942
       (Increase) in prepaid expenses and other assets                                     (881)          (12,473)
        Increase in accounts payable and accrued liabilities                            106,018            51,586
                                                                                   ------------      ------------
   Total cash (used in) operating activities                                             (8,414)         (150,623)
                                                                                   ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of trademarks and other intangibles                                            --              (3,247)
                                                                                   ------------      ------------
   Total cash (used in) investing activities                                               --              (3,247)
                                                                                   ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Gross proceeds from debt financing                                                      --             185,000
   Repayment of debt financing                                                             --              (6,000)
                                                                                   ------------      ------------
   Total cash provided by financing activities                                             --             179,000
                                                                                   ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (8,414)           25,130

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                           9,705            11,747
                                                                                   ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                          $      1,291      $     36,877
                                                                                   ============      ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                                $       --        $       --
                                                                                   ============      ============
   Income taxes                                                                    $       --        $       --
                                                                                   ============      ============
</TABLE>

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

                                       4
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
            CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)

SUPPLEMENTAL CASH FLOW INFORMATION

For the three months ended March 31, 2008:

a)  The Company issued 25,000,000 shares of Class A common stock to iVoice, Inc.
    as repayment of principal on an outstanding convertible debenture, valued at
    $47,500. The difference in the market value and the reduction in debt of
    $2,000 was charged to beneficial interest in the amount of $45,500.

b)  The Company accrued $13,713 of preferred stock dividends.

For the three months ended March 31, 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.

c)  The Company accrued $13,561 of preferred stock dividends.






















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

                                       5
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Thomas Pharmaceuticals, Ltd. (the "Company" or "Thomas Pharmaceuticals") was a
wholly owned subsidiary of iVoice, Inc. ("iVoice") by virtue of iVoice's
ownership of all of the shares of Class A Common Stock prior to the spin-off.
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. On November
21, 2007, the Company was spun-off from iVoice and is now an independent public
reporting company. The Company develops and markets over the counter
non-prescription healthcare products. The Company focuses on high-end, branded
consumables. Its first product, Acid + All(TM), is a calcium-enriched, sugar
free, anti-gas antacid. The Company operates its business from the home office
of iVoice in Matawan, NJ.

BASIS OF PRESENTATION

Prior to November 21, 2007, the accompanying condensed 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 had the Company been a
stand-alone company during the periods presented.

These condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. It is suggested that these condensed
consolidated financial statements be read in conjunction with the December 31,
2007 audited financial statements and the accompanying notes thereto.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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 March 31, 2008 and December 31, 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.
The Company had no uninsured cash balances at March 31, 2008 or December 31,
2007.

ADVERTISING COSTS

Advertising costs are expensed as incurred and are included in selling and
marketing expenses. For the three months ended March 31, 2008 and 2007, the
Company incurred $0 and $2,576, 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
three months ended March 31, 2008 and 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.

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:

                                       7
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

                                            Three month ended March 31,
                                               2008             2007
                                           ------------     ------------

Net (loss) applicable to common shares     $   (200,606)    $   (350,814)
                                           ============     ============

Weighted-average common shares
Outstanding                                 269,429,951      243,184,868
                                           ============     ============

Net (loss) per share                       $      (0.00)    $      (0.00)
                                           ============     ============


The Company has shares issuable upon conversion of the iVoice Convertible
Debentures, the Thomas Acquisition Convertible Debenture and the Series B
Convertible Preferred Stock. At March 31, 2008, the Company had common stock
equivalents of 9,112,500,000. At March 31, 2007, the common stock equivalents
are indeterminable because there was no public market for the shares at that
time.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measurements" ("SFAS No. 157"), which clarifies the
definition of fair value whenever another standard requires or permits assets or
liabilities to be measured at fair value. Specifically, the standard clarifies
that fair value should be based on the assumptions market participants would use
when pricing the asset or liability, and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. SFAS No. 157 does
not expand the use of fair value to any new circumstances, and must be applied
on a prospective basis except in certain cases. The standard also requires
expanded financial statement disclosures about fair value measurements,
including disclosure of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 3 for the fair value measurement
disclosures for these assets and liabilities. The Company is in the process of
analyzing the potential impact of SFAS No. 157 relating to its planned January
1, 2009 adoption of the remainder of the standard.

                                       8
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

On January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including an amendment of FASB
Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to
measure many financial instruments and certain other items at fair value, which
are not otherwise currently required to be measured at fair value. Under SFAS
No. 159, the decision to measure items at fair value is made at specified
election dates on an instrument-by-instrument basis and is irrevocable. Entities
electing the fair value option are required to recognize changes in fair value
in earnings and to expense upfront costs and fees associated with the item for
which the fair value option is elected. The new standard did not impact the
Company's Consolidated Financial Statements, as the Company did not elect the
fair value option for any instruments existing as of the adoption date. However,
the Company will evaluate the fair value measurement election with respect to
financial instruments the Company enters into in the future.

In December 2007, the FASB issued SFAC No 141(R), "Business Combinations." This
statement provides new accounting guidance and disclosure requirements for
business combinations. SFAS No 141(R) is effective for business combinations
which occur in the first fiscal year beginning on or after December 15, 2008.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "Accounting for Collaborative Arrangements." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company is currently assessing the effect of EITF Issue No. 07-1 on its
financial statements, but it is not expected to be material.

NOTE 3 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 defines fair value, provides a consistent framework for
measuring fair value under Generally Accepted Accounting Principles and expands
fair value financial statement disclosure requirements. SFAS 157's valuation
techniques are based on observable and unobservable inputs. Observable inputs
reflect readily obtainable data from independent sources, while unobservable
inputs reflect our market assumptions. SFAS 157 classifies these inputs into the
following hierarchy:

      Level 1 Inputs- Quoted prices for identical instruments in active markets.

      Level 2 Inputs- Quoted prices for similar instruments in active markets;
            quoted prices for identical or similar instruments in markets that
            are not active; and model-derived valuations whose inputs are
            observable or whose significant value drivers are observable.

      Level 3 Inputs- Instruments with primarily unobservable value drivers.

                                       9
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of March
31, 2008.

<TABLE><CAPTION>
Assets                        Level I         Level II         Level III          Total
                           ------------     ------------     ------------     ------------
<S>                        <C>              <C>              <C>              <C>
Total Assets               $       --       $       --       $       --       $       --
                           ============     ============     ============     ============

Notes payable              $       --       $     45,667     $       --       $     45,667
Derivative liabilities             --          1,128,680             --          1,128,680
Convertible debentures             --            214,711             --            214,711
                           ------------     ------------     ------------     ------------
Total Liabilities          $       --       $  1,389,058     $       --       $  1,389,058
                           ============     ============     ============     ============
</TABLE>

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.
During the three months ended March 31, 2008, the Company issued 25,000,000
shares of Class A common stock as repayment of principal of $2,000. As of March
31, 2008 the remaining principal balance of the convertible debenture was
$358,000 plus $88,774 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 March 31, 2008 the
remaining principal balance of the convertible debenture was $100,000 plus
$24,671 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 March 31, 2008 the remaining principal balance of the convertible
debenture was $225,000 plus $47,223 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 March 31, 2008 the remaining principal balance of the convertible
debenture was $25,000 plus $2,980 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

                                       10
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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 March 31, 2008 is
$708,000. This amounts is shown net of the unamortized portion of the discount
on conversion of $493,289. 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.

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. This note is recorded
as a current liability. As of March 31, 2008, the unpaid balance on the
promissory note is $20,000 plus accrued interest of $3,381.

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 the term shall be seven (7)
years and shall be due and payable on January 8, 2014. On February 12, 2007, the
Company repaid $6,000 that was applied to the principal balance of the
promissory note. As of March 31, 2008, the unpaid balance on the promissory note
is $154,000 plus accrued interest of $18,423.

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

                                       11
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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 March 31, 2008 is
$174,000. The aggregate accumulated interest of the two promissory notes at
March 31, 2008 is $21,804. The aggregate principal amounts are shown net of the
unamortized portion of the discount on conversion of the Thomas Acquisition
debentures of $128,333. 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.

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 March 31, 2008, they had an estimated fair value of $879,339. 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 March 31, 2008, it was measured at its
estimated fair value of $249,341.

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

                                                       3/31/08
                                                       -------

            Fair market value of stock                $0.00020
            Exercise price                            $0.00016
            Dividend yield                              0.00%
            Risk free interest rate                     5.47%
            Expected volatility *                     242.11%
            Expected life                        4.75 to 5.83 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 three months ended March 31,
2008, there was a change in the fair value of the embedded derivatives, which
resulted in a gain of $3,699. For the three months ending March 31, 2007, there
was a change in the fair value of the embedded derivatives, which resulted in a
gain of $88,135.

                                       12
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

This gain was offset by the immediate recognition of loss on revaluation of
derivatives issued during the same period in the amount of $93,864, resulting in
a net loss of $5,729.

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 three months ended
March 31, 2008 and 2007 was $31,259 and $29,129, respectively.

NOTE 7 - RELATED PARTY TRANSACTIONS

In addition to the financing provided by iVoice, Inc, iVoice provides
administrative services and other miscellaneous support to the Company from time
to time. As of March 31, 2008, the Company has recorded $36,702 of these charges
along with other vendor charges in the financial accounts of the Company. These
amounts will remain unpaid until the Board of Directors determines that the
Company has sufficient liquidity to make such payments.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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 June 11, 2007, this agreement was amended to add the additional
title of President and allow the Company to issue Class A Common Stock in lieu
of cash payments for any compensation due and owing to Mr. Lucas.

On March 1, 2007 the Company entered into a five-year employment agreement with
Jerome Mahoney, which became 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.

On March 1, 2007, the Company entered into an administrative services agreement
with iVoice which became effective at the time of the distribution and replaced
the administrative services agreement entered into on January 6, 2006. Under
this agreement, iVoice provides the Company with physical premises, contract
review, sales issuance, invoicing and collection services, financial accounting
and reporting, claims administration and reporting, and other areas where the
Company needs transitional assistance and support. Under the administrative
services agreement, iVoice provides the Company substantially the same level of
service and use substantially the same degree of care as iVoice's personnel
provided and used in providing such

                                       13
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

services prior to the execution of the agreement. For these services, the
Company will pay iVoice a fee of $4,000 per month.

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, of which 501,000 shares are in the designations listed below. The
balance of the shares, 499,000, remain available for designation by the Company.

      Series A Convertible Preferred Stock
      ------------------------------------

      Series A Convertible Preferred Stock consisted of 500,000 shares with no
      par value. The initial value of each share is $.01 and were subject to
      adjustment for stock dividends, combinations, splits, recapitalizations
      and the like. On January 6, 2006, the Company completed the merger with
      Thomas NY and 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. Following the spin-off from
      iVoice in November 2007, the holders of the 500,000 shares of Series A
      Convertible Preferred Stock shares were exchanged for 5,091,237 shares of
      Class A Common Stock pursuant to the provisions of the spin-off agreement.

      As of March 31, 2008, there are no 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, but following the distribution to any senior debt or
      senior equities. 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

                                       14
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

      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.

      On January 6, 2006, the Company issued 550 shares of Series B Convertible
      Preferred Stock valued at $550,000 to iVoice, Inc., a related party,
      pursuant to the terms of the Agreement and Plan of Merger, with Thomas NY.

      As of March 31, 2008, 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 preferred
stock with no par value. As of March 31, 2008, there are 273,276,105 shares
issued and outstanding. As of March 31, 2007, there were 100 shares issued and
outstanding prior to the spin-off and 243,184,868 shares issued and outstanding
following the restatement for the 2,431,849 for 1 retroactive stock split.

Each holder of Class A common stock is entitled to one vote for each share held
of record. Holders of our 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.

For the three months ended March 31, 2008, the Company had the following
transactions in its Class A common stock:

The Company issued 25,000,000 shares of Class A common stock to iVoice, Inc. as
repayment of principal on an outstanding convertible debenture, valued at
$47,500. The difference in the market value and the reduction in debt of $2,000
was charged to beneficial interest in the amount of $45,500.

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 March 31, 2008 there are no shares issued and
outstanding.

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

                                       15
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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.

NOTE 10 - GOING CONCERN

The Company has sustained net operating losses, has a deficit working capital
and has negative cash flows from operations for the year ended December 31, 2007
and for the three months ended March 31, 2008. There is no guarantee that the
Company will be able to raise enough capital or generate revenues to sustain its
operations. This raises substantial doubt about the Company's ability to
continue as a going concern.

                                       16
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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 11 - RESTATEMENTS

The Company had amended its previously issued financial statements for the three
months ended March 31, 2007. The Company had amended these statements to reflect
the retroactive restatement for the 2,431,849-for-one stock split which was
accomplished by means of a stock dividend effectuated immediately prior to the
effective date of the registration statement. The amended statements show a
increase in weighted average number of common shares outstanding to 243,184,868
for three months ended March 31, 2007. This change has no effect on the
previously reported loss of $350,814 or in the net loss per basic and diluted
shares of $(0.00) for three months ended March 31, 2007.

NOTE 11 - SUBSEQUENT EVENTS

On April 16, 2008, Jerome Mahoney, the Non-Executive Chairman of the Board,
resigned his position with the Company. The Board has accepted Mr. Mahoney's
resignation.

On May 2, 2008, the Company issued 12,000,000 shares of Class A common stock to
iVoice, Inc. as repayment of principal on an outstanding convertible debenture,
valued at $2,400. The difference in the market value and the reduction in debt
of $1,920 will be charged to beneficial interest in the amount of $480.

On May 7, 2008, John E. Lucas, the President and Chief Executive Officer of the
Company, resigned all of his positions with the Company. The Board has accepted
Mr. Lucas' resignation and is currently in negotiations with Mr. Mark Meller to
replace Mr. Lucas as President and CEO of the Company. On May 7, 2008, Mark
Meller was elected as a member of the Board of Directors by the Board of
Directors to fill the vacancy created by Mr. Lucas' resignation. Additionally,
Mr. Meller was elected President, Chief Executive Officer and Chief Financial
Officer of the Company.


                                       17
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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 10-KSB 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(R), a
calcium-enriched, sugar free, anti-gas antacid tablet, in January 2006 through
retailers who have subsequently decided to no longer carry the Acid+All(R)
product since Thomas Pharmaceuticals did not have the financial resources for
necessary sales and marketing activities. 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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007.

Total revenues for the three months ended March 31, 2008 and 2007 were $285 and
$18,202, respectively. Revenues in the three months ended March 31, 2008 were
from finished goods inventory on-hand after our contract packager suspended all
production and shipping. Sales for the three months ended March 31, 2007 were
$18,202, net of a provision for product returns and allowance of $34,165.

Gross profit (loss) for the three months ended March 31, 2008 and 2007 was $285
and $(7,738), respectively. The gross profit in the three months ended March 31,
2008 was the result of the

                                       18
<PAGE>

                          THOMAS PHARMACEUTICALS, LTD.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2008 AND 2007

$285 sales of finished goods that had previously been written down to $0. For
the three months ended March 30, 2007, our standard product gross profit of 50%
was substantially eroded by the effect of the discounts and the provision for
product returns of $34,165.

Operating expenses for the three months ended March 31, 2008 and 2007 were
$88,737 and $272,838, respectively. The costs in 2008 represent the nominal
costs of running a public company. The Company has curtailed any spending for
selling, marketing and advertising until further funding becomes available. The
costs in 2007 include $93,315 for a sampling event in San Francisco on
Valentine's Day and costs of staffing and running our field sales office in New
York City, which was closed on March 31, 2007. The costs in 2007 also include
impairment of intangible assets of $58,533.

Total other expense for the three months ended March 31, 2008 was an expense of
$98,441. This total was primarily comprised of $31,259 amortization of the
discount on debt, $3,699 gain on revaluation of the derivatives, $45,500 of
beneficial interest on debt conversion and $25,381 of accrued interest expense
on the debentures and promissory notes. Total other expense for the three months
ended March 31, 2007 was an expense of $56,677. This total was primarily
comprised of $29,129 amortization of the discount on debt, $5,729 loss on
revaluation of the derivatives and $21,819 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 three months ended March 31, 2008
and 2007 were $186,893 and $337,253, respectively. The decrease in net loss
before preferred dividends of $150,360 was the result of the factors discussed
above.

Preferred dividends for the three months ended March 31, 2008 and 2007 were
$13,713 and 13,561, respectively. These dividends are accrued pursuant to the
provisions of the Series B Convertible Preferred Stock and remain unpaid.

LIQUIDITY AND CAPITAL RESOURCES

Between January 6, 2006 and February 7, 2007, iVoice purchased from Thomas
Pharmaceuticals an aggregate of $550,000 of Thomas Pharmaceuticals Series B
Convertible Preferred Stock (550 shares), an aggregate of $610,000 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 convertible
debentures provided working capital to Thomas Pharmaceuticals. The debentures
are due between January 1, 2013 and February 6, 2015 and bear 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 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.

                                       19
<PAGE>

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 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

                                       20
<PAGE>

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 (10%) 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 THREE MONTHS ENDED MARCH 31, 2008, THE COMPANY HAD A NET DECREASE IN
CASH OF $8,414. THE COMPANY'S PRINCIPAL SOURCES AND USES OF FUNDS WERE AS
FOLLOWS:

CASH USED BY OPERATING ACTIVITIES. The Company used $8,414 in cash for operating
activities in the three months ended March 31, 2008. The use of funds is
primarily the result of the cash losses from operations sustained by the Company
offset by increases in accounts payable and accrued expenses.

CASH USED BY INVESTING ACTIVITIES. The Company used no cash in the three months
ended March 31, 2008 for investing activities CASH PROVIDED BY FINANCING
ACTIVITIES. The Company provided no cash from financing activities in the three
months ended March 31, 2008.

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.

CONTRACTUAL OBLIGATIONS

The Company has no material changes in its contractual obligations during the
three months ended March 31, 2008.



                                       21
<PAGE>

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

Certain information included in this Form 10-Q 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.

ITEM 4T - CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2007 based on the criteria set forth in Internal
Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control Over Financial Reporting - Guidance for
Small Public Companies, our management concluded that our internal control over
financial reporting was effective as of March 31, 2008, except for two
deficiencies discussed in Item 4T.

This Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this Annual
Report. Our registered public accounting firm will be required to attest to our
management's assessment of internal control over financial reporting beginning
with our Annual Report for the year ended December 31, 2008.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's

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disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of the end of the fiscal year covered by this Annual Report on Form 10-KSB.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer of the Company have concluded that the Company's disclosure controls and
procedures as of the end of the fiscal year covered by this Annual Report on
Form 10-KSB are effective to provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission and that the information required to be disclosed in the reports is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure except for the following deficiencies:

a)     A deficiency in the Company's disclosure controls and procedures existed
       as of December 31, 2007. The deficiency was identified as the Company's
       limited segregation of duties amongst the Company's employees with
       respect to the Company's control activities. This deficiency is the
       result of the Company's limited number of employees. This deficiency may
       affect management's ability to determine if errors or inappropriate
       actions have taken place. Management is required to apply its judgment in
       evaluating the cost-benefit relationship of possible changes in our
       disclosure controls and procedures.

b)     A deficiency in the Company's disclosure controls and procedures existed
       as of December 31, 2007. The deficiency was identified in respect to the
       Company's Board of Directors. This deficiency is the result of the
       Company's limited number of external board members. This deficiency may
       give the impression to the investors that the board is not independent
       from management. Management and the Board of Directors are required to
       apply their judgment in evaluating the cost-benefit relationship of
       possible changes in the organization of the Board of Directors.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer of the Company, any change in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the period covered by this Interim
Report on Form 10-Q. There was no change in the Company's internal control over
financial reporting identified in that evaluation that occurred during the
period covered by this Interim Report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.



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                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are subject to litigation from time to time arising from our normal course of
operations. Currently, there are no open litigation matters relating to our
products, except for a suit filed on December 13, 2007 by Independent Can
seeking payment of monies owed equal to $19,100.80. Independent Can had provided
the Company the tins that held the Acid+All(R) tablets. The Company and
Independent have settled this suit for the sum of $8,050 payable over seven
months.

ITEM 5 - OTHER INFORMATION

(a)    On April 16, 2008, Jerome Mahoney, the Non-Executive Chairman of the
       Board, resigned his position with the Company. The Board has accepted Mr.
       Mahoney's resignation.

(b)    On May 7, 2008, John E. Lucas, the President and Chief Executive Officer
       of the Company, resigned all of his positions with the Company. The Board
       has accepted Mr. Lucas' resignation and is currently in negotiations with
       Mr. Mark Meller to replace Mr. Lucas as President and CEO of the Company.
       On May 7, 2008, Mark Meller was elected as a member of the Board of
       Directors by the Board of Directors to fill the vacancy created by Mr.
       Lucas' resignation. Additionally, Mr. Meller was elected President, Chief
       Executive Officer and Chief Financial Officer of the Company.

(c)    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 three 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.

By: /s/ Mark Meller                                     Date:       May 20, 2008
   ------------------------------------
Mark Meller, Chief Executive Officer and
Principal 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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