================================================================================

                                  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 SEPTEMBER 30, 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 November 14, 2008:                434,810,067

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

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2008 AND 2007

                                TABLE OF CONTENTS
                                -----------------

                                                                        Page No.
                                                                        --------

PART I.    FINANCIAL INFORMATION

           Item 1.  Condensed Consolidated Financial Statements (Unaudited)

                    Balance Sheets - September 30, 2008  (Unaudited) and
                    December 31, 2007 (Audited)                                2

                    Statements of Operations - For the nine months and three
                    months ended September 30, 2008 and 2007 (Unaudited)       3

                    Statements of Cash Flows - For the nine months
                    ended September 30, 2008 and 2007 (Unaudited)            4-5

                    Notes to Condensed Consolidated Financial
                    Statements (Unaudited)                                  6-20

           Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    21-26

           Item 4T. Controls and Procedures                                26-27



PART II.   OTHER INFORMATION

           Item 5. Other Information                                          28

           Item 6.     Exhibits                                               28


                                       1
<PAGE>


                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                                   September 30,     December 31,
                                                                                       2008              2007
                                                                                   ------------      ------------
                                                                                    (unaudited)        (audited)
<S>                                                                                <C>               <C>
                                     ASSETS

CURRENT ASSETS

Cash and cash equivalents                                                          $     31,128      $      9,705
Prepaid expenses and other current assets                                                 4,993             4,699
                                                                                   ------------      ------------
          Total current assets                                                           36,121            14,404
                                                                                   ------------      ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
          of $118,273 and $117,428, respectively                                          2,535             3,380
                                                                                   ------------      ------------

TOTAL ASSETS                                                                       $     38,656      $     17,784
                                                                                   ============      ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES

Accounts payable and accrued expenses                                              $  1,000,889      $    768,130
Notes payable, net of discounts of $114,173 and $0, respectively                        124,379              --
Dividends payable                                                                       143,452           102,164
Derivative liability on convertible debentures                                        1,310,925         1,132,379
Convertible debentures payable, net of discounts of $441,771
         and $519,048, respectively                                                     259,301           190,952
                                                                                   ------------      ------------
            Total current liabilities                                                 2,838,946         2,193,625
                                                                                   ------------      ------------

LONG TERM DEBT

Notes payable, net of discounts of $117,333 and $133,833, respectively                   36,667            40,167
                                                                                   ------------      ------------

             Total liabilities                                                        2,875,613         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;
  347,876,105 at September 30, 2008 and 248,276,105 at December 31, 2007
  shares issued and outstanding                                                          66,900             5,100
Common stock, Class B - no par value; authorized 50,000,000 shares;
  no shares issued or outstanding                                                          --                --
Accumulated deficit                                                                  (3,453,857)       (2,771,108)
                                                                                   ------------      ------------
            Total stockholders' deficit                                              (2,836,957)       (2,216,008)
                                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $     38,656      $     17,784
                                                                                   ============      ============
</TABLE>



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

                                       2
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                                      For the nine months                 For the three months
                                                                       ended September 30,                 ended September 30,
                                                                 ------------------------------      ------------------------------
                                                                     2008              2007              2008             2007
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>
NET REVENUES, net of provision for product returns
    and credits of $0, $48,850, $0 and $14,685, respectively     $     27,375      $     26,707      $       --        $       --

COST OF SALES                                                            --              60,976              --                --
                                                                 ------------      ------------      ------------      ------------

GROSS PROFIT (LOSS)                                                    27,375           (34,269)             --                --
                                                                 ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                                      --             153,991              --              30,000
     General and administrative expenses                              373,702           302,537            86,270            60,401
     Depreciation and amortization                                        845            90,936               281             3,161
                                                                 ------------      ------------      ------------      ------------
Total selling, general and administrative expenses                    374,547           547,464            86,551            93,562
                                                                 ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                                 (347,172)         (581,733)          (86,551)          (93,562)
                                                                 ------------      ------------      ------------      ------------

OTHER EXPENSE

     Amortization of debt discount                                    104,156            91,646            37,486            31,259
     Loss on revaluation of derivatives                                53,994            93,704            25,929            46,844
     Interest expense                                                 136,139            70,369            36,066            24,661
                                                                 ------------      ------------      ------------      ------------
Total other expense                                                   294,289           255,719            99,481           102,764
                                                                 ------------      ------------      ------------      ------------

LOSS BEFORE PROVISION FOR
     INCOME TAXES                                                    (641,461)         (837,452)         (186,032)         (196,326)

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

LOSS BEFORE PREFERRED DIVIDENDS                                      (641,461)         (837,452)         (186,032)         (196,326)

PREFERRED DIVIDENDS                                                    41,288            41,136            13,863            13,863
                                                                 ------------      ------------      ------------      ------------

NET LOSS APPLICABLE TO COMMON SHARES                             $   (682,749)     $   (878,588)     $   (199,895)     $   (210,189)
                                                                 ============      ============      ============      ============

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

WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic and diluted                                            287,054,207       243,184,868       310,158,714       243,184,868
                                                                 ============      ============      ============      ============
</TABLE>



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

                                       3
<PAGE>


                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

<TABLE><CAPTION>
                                                                                           2008              2007
                                                                                       ------------      ------------
<S>                                                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) before preferred dividends                                               $   (641,461)     $   (837,452)
   Adjustments to reconcile net (loss) to net cash (used in) operating activities:
   Depreciation expense                                                                         845             9,483
   Amortization of intangibles                                                                 --              81,453
   Amortization of debt discount                                                            104,156            91,646
   Loss on revaluation of derivatives                                                        53,994            93,704
   Provision for product returns and reserve for bad debt                                      --              90,881
   Provision for excess and obsolete inventory                                                 --              26,117
    Beneficial interest on conversion of debt                                                52,872              --
   Issuance of debt for compensation expense                                                 70,000              --
   Changes in certain assets and liabilities:
       (Increase) in accounts receivable                                                       --             (35,206)
        Decrease in inventory                                                                  --               8,640
       (Increase) decrease in prepaid expenses and other assets                                (294)           35,019
        Increase in accounts payable and accrued liabilities                                304,061           260,123
                                                                                       ------------      ------------
   Total cash (used in) operating activities                                                (55,827)         (175,592)
                                                                                       ------------      ------------

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                                                        77,250           185,000
   Repayment of debt financing                                                                 --              (6,000)
                                                                                       ------------      ------------
   Total cash provided by financing activities                                               77,250           179,000
                                                                                       ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    21,423               161

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                                              $     31,128      $     11,908
                                                                                       ============      ============

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



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

                                       4
<PAGE>


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

SUPPLEMENTAL CASH FLOW INFORMATION

For the nine months ended September 30, 2008:
---------------------------------------------

a)   The Company issued 99,6000,000 shares of Class A common stock to iVoice,
     Inc. as repayment of principal on an outstanding convertible debenture,
     valued at $61,800. The difference in the market value and the reduction in
     debt of $8,928 was charged to beneficial interest in the amount of $52,872.

b)   The Company executed an employment agreement and a consulting agreement
     with Mr. Meller and Mr. Mahoney, respectively. The Company issued two
     promissory notes, in lieu of cash, in the amount of $70,000 for signing
     bonuses.

c)   The Company received an initial investment of $75,000 for its newly formed
     subsidiary Small Cap Advisors, Inc. The investment was secured by a
     Convertible Promissory Note in the amount of $77,750. The difference of
     $2,250 was charged to interest expense in the statements of operations.

d)   The Company accrued $41,288 of preferred stock dividends.

e)   The Company converted its outstanding accounts due to iVoice, Inc. for
     unpaid administrative services in the amount of $71,302 into a convertible
     promissory note

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.

c)   The Company accrued $41,136 of preferred stock dividends.


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

                                       5
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 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.

Currently the Company no longer produces any products. Earned sales are derived
from finished goods inventory on hand and cash receipts from previously written
off bad debts.

In June 2008, the Company formed a new, wholly owned subsidiary, Small Cap
Advisors, Inc., to provide investor relation ("IR") services to small and medium
sized public companies. Micro-cap public companies typically take a stock
promotion approach to IR. This involves sending out un-targeted mass emails to
potential investors, or getting profiled on investor relations websites. The
Company believes this is no longer a viable approach to gaining new investors,
and in fact, current IR strategies may actually be undermining marketing efforts
and diminishing shareholder goodwill. The Company has developed a process which
it calls "SEO-IR", which involves a search engine optimization approach to IR.
SEO-IR is designed to build awareness, credibility, relevance, and a community
of dedicated shareholders for the Company's clients. Furthermore, SEO-IR will
facilitate the convergence of the client's corporate marketing strategy and IR
strategy by aligning multiple distribution channels to reach a targeted, engaged
audience.

The Company operates its businesses from the home office of iVoice in Matawan,
NJ.

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary, Small Cap Advisors,
Inc. ("Small Cap Advisors"). Prior to November 21, 2007, the financial
statements of Thomas Pharmaceuticals had 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.

                                       6
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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

PRINCIPLES OF CONSOLIDATION

The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, Small Cap Advisors,
Inc. All significant inter-company transactions and balances have been
eliminated in consolidation.

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.

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, 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 $250,000.
The Company had no uninsured cash balances at September 30, 2008 or December 31,
2007.

ADVERTISING COSTS

Advertising costs are expensed as incurred and are included in selling and
marketing expenses. For the nine months ended September 30, 2008 and 2007, the
Company incurred $0 and $12,895, respectively, in advertising costs.

INCOME TAXES

Prior to November 2007, 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

                                       7
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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.

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, 2008 and 2007, include the recognition of the
derivative liability on the underlying securities issuable upon conversion of
the iVoice Secured Convertible Debentures, iVoice Secured Promissory Notes 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:

<TABLE><CAPTION>
                                                   Nine months ended                   Three months ended
                                                      September 30,                       September 30,
                                             ------------------------------      ------------------------------
                                                 2008              2007              2008              2007
                                             ------------      ------------      ------------      ------------
<S>                                          <C>               <C>               <C>               <C>
Net (loss) applicable to common shares       $   (682,749)     $   (878,588)     $   (199,895)     $   (210,189)
                                             ============      ============      ============      ============

Weighted-average common shares
Outstanding                                   287,054,207       243,184,868       310,158,714       243,184,868
                                             ============      ============      ============      ============

Net (loss) per share (basic and diluted)     $      (0.00)     $      (0.00)     $      (0.00)     $      (0.00)
                                             ============      ============      ============      ============
</TABLE>

The Company has shares issuable upon conversion of the iVoice Convertible
Debentures, the iVoice Promissory Notes, the Thomas Acquisition Convertible
Debenture and the Series B

                                       8
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

Convertible Preferred Stock. At September 30, 2008, the Company had common stock
equivalents of 19,995,300,000. At September 30, 2007, the common stock
equivalents are indeterminable because there was no public market for the shares
at that time.

RECLASSIFICATIONS

Certain reclassifications have been made to the September 30, 2007 financial
statements to conform to the September 30, 2008 presentation. There has been no
effect on net loss for the nine months and three months ended September 30,
2007.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life
of Intangible Assets. FSP 142-3 amends the factors an entity should consider in
developing renewal or extension assumptions used in determining the useful life
of recognized intangible assets under SFAS 142, Goodwill and Other Intangible
Assets, and adds certain disclosures for an entity's accounting policy of the
treatment of the costs, period of extension, and total costs incurred. FSP 143-3
must be applied prospectively to intangible assets acquired after January 1,
2009. The Company is currently evaluating the impact that FSP 142-3 will have on
its financial position or results of operations.

In May 2008, the Financial Accounting Standards Board (the "FASB") issued FAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS
162"). This statement identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in accordance with
GAAP. With the issuance of this statement, the FASB concluded that the GAAP
hierarchy should be directed toward the entity and not its auditor, and reside
in the accounting literature established by the FASB as opposed to the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." This statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The adoption of FAS 162 is not expected to have
a material impact on the Company's results from operations or financial
position.

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.

                                       9
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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.

The following table represents the fair value hierarchy for those financial
assets and liabilities measured at fair value on a recurring basis as of
September 30, 2008.

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

Notes payable              $       --       $    161,046     $       --       $    161,046
Derivative liabilities             --          1,310,925             --          1,310,925
Convertible debentures             --            259,301             --            259,301
                           ------------     ------------     ------------     ------------
Total Liabilities          $       --       $  1,731,272     $       --       $  1,731,272
                           ============     ============     ============     ============
</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 nine months ended September 30, 2008, the Company issued 99,600,000
shares of Class A common stock as repayment of principal of $8,928. As of
September 30, 2008 the remaining principal balance of the convertible debenture
was $351,072 plus $111,319 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, 2008 the
remaining principal balance of the convertible debenture was $100,000 plus
$30,998 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, 2008 the remaining principal balance of the convertible
debenture was $225,000 plus $61,039 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, 2008 the remaining principal balance of the convertible
debenture was $25,000 plus $4,400 of accrued interest.

                                       10
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 was 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, 2008 is
$701,072. This amount is shown net of the unamortized portion of the discount on
conversion of $441,751. 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

CURRENT PORTION

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,
2008, the unpaid balance on the promissory note is $20,000 plus accrued interest
of $3,961.

On June 10, 2008, the Company received $77,250 from iVoice, Inc. for an initial
investment in Small Cap Advisors. The Company secured the receipt with a
convertible promissory note, at an interest of prime plus 1 (6% at September 30,
2008) percent per annum. Additional amounts may be added to this note based on
any unpaid administrative service fees and will accrue interest at the above
specified rate from date of advance until paid. The principal and interest shall
be due and payable as follows: (a) interest shall accrue monthly on the unpaid
balance and shall be paid annually, and (b) principal shall be payable on
demand. As of September 30, 2008, the balance due on the note is $89,250, plus
accrued interest of $1,444.

On June 11, 2008, the Company converted its outstanding accounts due to iVoice,
Inc. for unpaid administrative services in the amount of $47,302 into a
convertible promissory note at the

                                       11
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

rate of prime plus 1 (6% at September 30, 2008) percent per annum. Additional
amounts may be added to this note based on any unpaid administrative service
fees and will accrue interest at the above specified rate from date of advance
until paid. The principal and interest shall be due and payable as follows: (a)
interest shall accrue monthly on the unpaid balance and shall be paid annually,
and (b) principal shall be payable on demand. At September 30, 2008, the
principal balance of the note is $59,302, plus accrued interest of $775.

The Company determined that the beneficial conversion feature of the iVoice
convertible promissory notes met the criteria of EITF No. 98-5 and therefore the
conversion feature was 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: 5 years; and volatility: 267.55%. The
aggregate fair value of the beneficial conversion feature was greater that the
proceeds of the promissory note and as such, an aggregate of $79,036 was charged
to loss on revaluation of derivatives and the balance was recorded as a discount
on debt conversion at the time of issuance.

On April 16, 2008 and May 7, 2008, the Company executed a consulting agreement
with Jerome Mahoney and an employment agreement with Mark Meller, respectively.
As part of their individual compensation agreements, the Company issued two five
(5) year promissory notes in the amount of $35,000, each, for signing bonuses.
The notes carry interest charges of 3% per annum and are convertible into Class
B common stock on a dollar for dollar basis plus accrued interest.

The aggregate principal balances of the promissory notes at September 30, 2008
is $238,552. This amount is shown net of the unamortized portion of the discount
on conversion of the iVoice promissory notes of $114,173. This discount is being
amortized over the life of the iVoice promissory notes and is being recorded as
a charge to amortization of discount on beneficial conversion on the statement
of operations.

LONG TERM PORTION

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
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 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

                                       12
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 September 30,
2008, the unpaid balance on the promissory note is $154,000 plus accrued
interest of $26,251.

The Company determined that the beneficial conversion feature of the Thomas
Acquisition Debentures met the criteria of EITF No. 98-5 and therefore the
conversion feature was 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 principal amount of the promissory note at September 30, 2008 is $154,000.
This amount is shown net of the unamortized portion of the discount on
conversion of the Thomas Acquisition debentures of $117,333. 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 Convertible Debentures, iVoice
Promissory Notes 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; a) the Company has 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,
2008 they had an estimated fair value of $875,410; b) the Company had recognized
embedded derivatives on the iVoice promissory notes in the amount of $203,588 as
a derivative liability in the accompanying balance sheet and as of September 30,
2008 they had an estimated fair value of $185,580; and c) the Company has
recognized embedded derivatives 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, 2008 it was measured at its estimated fair value of
$249,935.

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

                                      September 30, 2008
                                      ------------------

      Fair market value of stock           $0.00010
      Exercise price                       $0.00008
      Dividend yield                           0.00%
      Risk free interest rate                  5.47%
      Expected volatility *                  310.52%
      Expected life                    4.25 to 5.33 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.

                                       13
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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,
2008, there was a change in the fair value of the embedded derivatives, which
resulted in a gain of $25,043. This gain was offset by the immediate recognition
of loss on revaluation of derivatives issued during the same period in the
amount of $79,037, resulting in a net loss of $53,994. For the nine months
ending 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
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 $93,704.

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 debentures, iVoice notes and Thomas Acquisition
debentures of $710,000, $124,552 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, 2008 and 2007 was $104,156 and
$91,646, respectively.

 NOTE 7 - RELATED PARTY TRANSACTIONS

In addition to the financing provided, iVoice provides administrative services
and other miscellaneous support to the Company from time to time. For the nine
months ended September 30, 2008 and 2007, the Company has recorded $52,000 and
$37,500 of these charges in the financial accounts of the Company. As of
September 30, 2008, the unpaid balance of the current accounts due was
transferred to a secured promissory note payable to iVoice. 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. 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 April 29, 2008, Mr. Lucas resigned
his positions with the Company and the board accepted his resignation. At the
time of Mr. Lucas' resignation, the Company had accumulated unpaid compensation
of $73,558 which is due and owing in cash or Class A Common Stock, as determined
by the Board of Directors.

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

                                       14
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 compensation
payable to Mr. Mahoney under the agreement may be paid in the form of cash, debt
or shares of Class B Common Stock. On April 16, 2008, Mr. Mahoney resigned his
positions with the Company and the board accepted his resignation. At the time
of Mr. Mahoney's resignation, the Company had accumulated unpaid compensation of
$48,997 which is due and owing in cash or Class A Common Stock, as determined by
the Board of Directors.

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 services prior to the execution of the
agreement. For these services, the Company will pay iVoice a fee of $4,000 per
month. On June 11, 2008, the administrative services agreement was amended to
provide that any fees that are earned and remain unpaid shall be converted into
a secured convertible promissory note which shall accrue interest at prime plus
1% (6% at September 30, 2008) per annum. As of September 30, 2008, the unpaid
fees in the amount of $59,302 were converted to the promissory note and remain
unpaid.

On June 10, 2008, the Company entered into an administrative services agreement
with iVoice on behalf of its wholly owned subsidiary, Small Cap Advisors. 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. For these services, Small Cap
Advisors will pay iVoice a fee of $4,000 per month. In addition, fees that are
earned and remain unpaid at the end of a month shall be added to iVoice secured
convertible promissory note which shall accrue interest at prime plus 1% (6% at
September 30, 2008) per annum. As of September 30, 2008, the unpaid fees in the
amount of $12,000 were converted to the promissory note and remain unpaid.

On May 22, 2008, the Company entered into a consulting agreement with Jerome
Mahoney to provide consulting services on strategic plans, policies and
procedures, acquisitions, personnel matters and other assignments as directed by
the Chief Executive Officer. As consideration, the Company will pay Mr. Mahoney
the sum of $80,000 the first year with an annual increase of 10% every year
thereafter. This compensation may be paid in Class B Common Stock, in lieu of
cash, at the option of Board of Directors. In addition, the Company issued a
five (5) year promissory note in the amount of $35,000 for a signing bonus. The
promissory note carries an interest charge of 3% per annum and is convertible
into Class B common stock on a dollar for dollar basis plus accrued interest. As
of September 30, 2008, unpaid compensation in the amount of $36,667 is due and
owing.

                                       15
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

On May 22, 2008, the Company entered into an Employment Agreement with Mark
Meller to serve as its Chief Executive Officer and Director through May 7, 2013
at an annual salary of $80,000 with an annual increase of 10% every year
thereafter. This compensation may be paid in Class B Common Stock, in lieu of
cash, at the option of Board of Directors. In addition, the Company issued a
five (5) year promissory note in the amount of $35,000 for a signing bonus. The
promissory note carries an interest charge of 3% per annum and is convertible
into Class B common stock on a dollar for dollar basis plus accrued interest. As
of September 30, 2008, unpaid compensation in the amount of $38,222 is due and
owing.

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 September 30, 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

                                       16
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

      the shares plus accumulated and unpaid dividends, but following the
      distribution to any senior debt or senior equities. On June 12, 2008, the
      Certificate of Incorporation was amended such that 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 thirty (30) trading days immediately preceding the
      conversion date and to limit the Series B Preferred stockholders to hold
      no more than 9.99% of the total Class A Common Stock at that time of
      conversion. The holders of these shares shall have one vote for each share
      of Class A Common Stock into which each share 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 thirty (30)
      trading days immediately preceding the record date and to limit the voting
      rights of the Series B Preferred stockholders to no more than 9.99% of the
      total voting rights of the aggregate of the Series B Preferred Stock,
      Class A Common Stock and Class B Common Stock shareholders. 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 September 30, 2008, there are 550 shares issued and outstanding.

b) Class A Common Stock
   --------------------

Class A Common Stock consists of 10,000,000,000 shares with no par value. As of
September 30, 2008, there are 347,876,105 shares issued and outstanding. As of
September 30, 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 nine months ended September 30, 2008, the Company had the following
transactions in its Class A common stock:

The Company issued 99,600,000 shares of Class A common stock to iVoice, Inc. as
repayment of principal on an outstanding convertible debenture, valued at
$61,800. The difference in the market value and the reduction in debt of $8,928
was charged to beneficial interest in the amount of $52,872.

                                       17
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

c) Class B Common Stock
   --------------------

Class B Common Stock consists of 50,000,000 shares with no par value. As of
September 30, 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 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

                                       18
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 - INCOME TAXES

Deferred income taxes will be determined using the liability method for the
temporary differences between the financial reporting basis and income tax basis
of the Company's assets and liabilities. Deferred income taxes will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases. At September 30, 2008 and December
31, 2007 deferred tax assets consist of the following:

                                        September 30, 2008    December 31, 2007
                                        ------------------    -----------------

          Deferred tax assets              $    310,000         $    110,000
          Less: Valuation allowance            (310,000)            (110,000)
                                           ------------         ------------
               Net deferred tax assets     $          0         $          0
                                           ============         ============

At September 30, 2008 and December 31, 2007, the Company had a federal net
operating loss carry forwards in the approximate amount of $775,000 and
$275,000, respectively, available to offset future taxable income. The Company
established a valuation allowance equal to the full amount of the deferred tax
asset due to the uncertainty of the utilization of the operating loss in future
periods. Prior to the spin-off from iVoice, Inc, the Company was a subsidiary of
iVoice and as such, did not have its' own federal tax liability or federal net
operating loss carry forward.

NOTE 11 - 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 nine months ended September 30, 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.

The Company's future success is dependent upon its ability to achieve profitable
operations and generate cash from operating activities, and from additional
financing. There is no guarantee that the Company will be able to raise enough
capital or generate revenues to sustain its operations. The Company continues to
search for potential merger candidates with or without compatible technology and
products, which management feels may make financing more appealing to potential
investors.

                                       19
<PAGE>

                   THOMAS PHARMACEUTICALS, LTD. AND SUBSIDIARY
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                           SEPTEMBER 30, 2008 AND 2007

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 October 13, 2008, the Company issued 17,358,962 shares of Class A Common
Stock to Mertz and Muenz, LLP valued at $1,736 as repayment for legal services
provided in 2007.

On October 13, 2008, the Company issued 34,787,500 shares of Class A Common
Stock to Mark Meller valued at $3,479 as repayment of deferred compensation.

On October 13, 2008, the Company issued 34,787,500 shares of Class A Common
Stock to Jerome Mahoney valued at $3,479 as repayment of deferred compensation.


















                                       20
<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.

Currently the Company no longer produces any products. Earned sales are derived
from finished goods inventory on hand and cash receipts from previously written
off bad debts.

In June 2008, the Company formed a new, wholly owned subsidiary, Small Cap
Advisors, Inc., to provide investor relation ("IR") services to small and medium
sized public companies. Micro-cap public companies typically take a stock
promotion approach to IR. This involves sending out un-targeted mass emails to
potential investors, or getting profiled on investor relations websites. The
Company believes this is no longer a viable approach to gaining new investors,
and in fact, . current IR strategies may actually be undermining marketing
efforts and diminishing shareholder goodwill. The Company has developed a
process which it calls "SEO-IR", which involves a search engine optimization
approach to IR. SEO-IR is designed to build awareness, credibility, relevance,
and a community of dedicated shareholders for the Company's clients. Furthermore
SEO-IR will facilitate the convergence of the client's corporate marketing
strategy and IR strategy by aligning multiple distribution channels to reach a
targeted, engaged audience Thomas Pharmaceuticals and Small Cap Advisors operate
their businesses from the executive offices in Matawan, New Jersey.

The Company 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 the
Company did not have the financial resources for necessary sales and marketing
activities. The Company needs tO raise significant financing in

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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 $250,000 per quarter.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2007.

Total revenues for the nine months ended September 30, 2008 and 2007 were
$27,375 and $26,707, respectively. Revenues in the nine months ended September
30, 2008 were from finished goods inventory on-hand and from collection of
receivables that were previously fully reserved. Sales for the nine months ended
September 30, 2007 were $75,557, net of a provision for product returns and
allowance of $48,850.

Gross profit (loss) for the nine months ended September 30, 2008 and 2007 was
$27,375 and $(34,269), respectively. The gross profit in the nine months ended
September 30, 2008 was the result of the sales of finished goods that had
previously been written down to $0 and there were no costs on collections. For
the nine months ended September 30, 2007, our standard product gross profit of
50% was substantially eroded by the effect of the provision for product returns
and a provision for obsolete inventory of $26,117.

Operating expenses for the nine months ended September 30, 2008 and 2007 were
$374,547 and $547,464, respectively. The costs in 2008 primarily represent the
costs of running a public company, accrued executive compensation of $113,500,
accrued administrative service fees of $36,000 and accrued professional fees for
accounting, legal and business consulting services of $133,691. In addition, the
Company incurred $65,000 of expenses related to Small Cap Advisors during its
first couple of months of operation. The costs in 2007 include $93,315 for a
sampling event in San Francisco on Valentine's Day, $42,031 provision for bad
debts, amortization and impairment of intangible assets of $81,453, executive
compensation of $46,530, accrued professional fees for accounting and legal of
$114,425, accrued administrative service fees of $37,500, contract selling of
$54,600 and costs of staffing and running our field sales office in New York
City of $55,422, which was closed on March 31, 2007.

Total other expense for the nine months ended September 30, 2008 was an expense
of $294,289. This total was primarily comprised of $104,156 amortization of the
discount on debt, $53,994 loss on revaluation of the derivatives, $52,872 of
beneficial interest on debt conversion and $83,267 of accrued interest expense
on the debentures and promissory notes. 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 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.

Loss before preferred dividends for the nine months ended September 30, 2008 and
2007 were $641,461 and $837,452, respectively. The decrease in loss before
preferred dividends of $195,991 was primarily the results of the Company
curtailing any spending for selling, marketing and advertising until further
funding becomes available.

Preferred dividends for the nine months ended September 30, 2008 and 2007 were
$41,288 and $41,136, respectively. These dividends are accrued pursuant to the
provisions of the Series B Convertible Preferred Stock and remain unpaid.

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<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2007.

There were no new revenues or gross profit (loss) for the three months ended
September 30, 2008 or 2007. We had basically stopped shipping new products in
the 2nd quarter of 2007 and there were no new collections during the respective
periods.

Operating expenses for the three months ended September 30, 2008 and 2007 were
$86,551 and $93,562, respectively. The costs in 2008 primarily represent the
costs of running a public company of $8,004, accrued executive compensation of
$20,000, accrued administrative service fees of $12,000 and accrued professional
fees for accounting, legal and business consulting services of $29,509. In
addition, the Company incurred $17,038 of expenses related to Small Cap Advisors
during this period. The costs in 2007 include the costs of running a public
company of $12,372, accrued executive compensation of $15,540, accrued
administrative service fees $12,500, accrued professional fees for accounting
and legal of $23,150, co-op advertising fees of $12,000 and contract selling of
$18,000.

Total other expense for the three months ended September 30, 2008 was an expense
of $99,481. This total was primarily comprised of $37,486 amortization of the
discount on debt, $25,929 loss on revaluation of the derivatives, $6,892 of
beneficial interest on debt conversion and $29,714 of accrued interest expense
on the debentures and promissory notes. 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 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 September 30,
2008 and 2007 were $186,032 and $196,326, respectively. The decrease in net loss
before preferred dividends of $10,294 was primarily the results of the Company
curtailing any spending for selling, marketing and advertising until further
funding becomes available.

Preferred dividends for the three months ended September 30, 2008 and 2007 were
$13,863 and $13,863, 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

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<PAGE>

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 30 trading days immediately preceding the
conversion date. In the event the debentures are redeemed, 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 30 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, except that the
holders of the Series B Convertible Preferred Stock cannot hold more than 9.99%
of the total Class A Common stock at the time of the conversion.

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 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 convertible debentures provide that, at
the holder's option, principal and

                                       24
<PAGE>

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 by 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.

On April 16, 2008 and May 7, 2008, the Company executed a consulting agreement
with Jerome Mahoney and an employment agreement with Mark Meller, respectively.
As part of their individual compensation agreements, the Company issued two five
(5) year promissory notes in the amount of $35,000, each, for signing bonuses.
The notes carry an interest charge of 3% per annum and are convertible into
Class B common stock on a dollar for dollar basis plus accrued interest.

On June 10, 2008, the Company received $77,250 from iVoice, Inc. for an initial
investment in Small Cap Advisors. The Company secured the receipt with a
convertible promissory note, at an interest of prime plus 1 percent per annum.
Additional amounts of $12,000 was added to this note based on any unpaid
administrative service fees and will accrue interest at the above specified rate
from date of advance until paid.

On June 11, 2008, the Company converted its outstanding accounts due to iVoice,
Inc. for unpaid administrative services in the amount of $47,302 into a
convertible promissory note at the rate of prime plus 1 percent per annum.
Additional amounts of $12,000 was added to this note based on any unpaid
administrative service fees and will accrue interest at the above specified rate
from date of advance until paid.

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, 2008, THE COMPANY HAD A NET INCREASE
IN CASH OF $21,423. THE COMPANY'S PRINCIPAL SOURCES AND USES OF FUNDS WERE AS
FOLLOWS:

CASH USED BY OPERATING ACTIVITIES. The Company used $55,827 in cash for
operating activities in the nine months ended September 30, 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.

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<PAGE>

CASH USED BY INVESTING ACTIVITIES. The Company used no cash in the nine months
ended September 30, 2008 for investing activities

CASH PROVIDED BY FINANCING ACTIVITIES. The Company provided $77,250 in cash from
financing activities in the nine months ended September 30, 2008. The Company
received gross proceeds of $77,250 from iVoice, Inc to fund the initial
investment in Small Cap Advisor.

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.

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

MANAGEMENT'S 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 disclosure controls and procedures (as defined in Rules
13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this Quarterly Report on Form
10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer of

                                       26
<PAGE>

the Company had concluded that the Company's disclosure controls and procedures
as of the period covered by this Quarterly Report on Form 10-Q were not
effective for the following reasons:

     a)   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)   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 that occurred during the period covered by this
Quarterly Report on Form 10-Q and determined that there was no change in the
Company's internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.



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<PAGE>

                           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   Rule 13a-14(a)/15d-14(a) Certifications.

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:  November 19, 2008
   -------------------------------------
Mark Meller, Chief Executive Officer and
Chief Financial Officer
























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                                INDEX OF EXHIBITS

31.1   Rule 13a-14(a)/15d-14(a) Certifications.

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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