EXHIBIT 14.1




Thomas
Pharmaceuticals


Code
of Business Conduct and Ethics


for


Senior
Corporate Officers


(Effective
April 14, 2008)





Introduction





This Code
of Ethics (the “Code”) embodies the
commitment of Thomas Pharmaceuticals and our subsidiaries to conduct our
business in accordance with all applicable laws, rules and regulations and the
highest ethical standards. All of our officers who hold the positions of Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and
Controller (“Covered Parties”) are expected to adhere to the principles and
procedures set forth in this Code. For purposes of Section 406 of the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, sections A, B,
C, D, E, F, G, H and I of this Code shall be our code of ethics for our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. This Code is
separate and apart from, and in addition to, any other policies our company may
have in effect, from time to time, relating to our employees, officers and Board
of Directors.





A. Code
Compliance and Reporting





The
Covered Parties should strive to identify and raise potential issues before they
lead to problems, and should ask about the application of this Code whenever in
doubt. Any Covered Party who becomes aware of any existing or potential
violation of this Code should promptly notify the Audit Committee of our Board
of Directors or, if we do not have an Audit Committee, each member of our Board
of Directors (see Exhibit A attached hereto for contact information) (we refer
to such contacts as the “Appropriate Ethics Contact”). We will take such
disciplinary or preventive action as we deem appropriate to address any existing
or potential violation of this Code brought to our attention. Any questions
relating to how these policies should be interpreted or applied should be
addressed to the Appropriate Ethics Contact.





B.
Personal Conflicts of Interest and Related Party Transactions





A
“personal conflict of interest” occurs when an individual’s private interest
improperly interferes with the interests of the company. Personal conflicts of
interest, whether actual or apparent, are prohibited as a matter of company
policy, unless they have been approved or waived by the company. In particular,
a Covered Party must never use or attempt to use his or her position at the
company to obtain any improper personal benefit for himself or herself, for his
or her family members, or for any other person, including loans or guarantees of
obligations, from any person or entity, use of corporate property, information
or opportunity. Service to the company should never be subordinated to personal
gain and advantage. Conflicts of interest, whether actual or apparent, should,
to the extent possible, be avoided.





To ensure
good faith negotiation, fair dealing and stockholder value, the company has
adopted a policy relating to related party transactions. To this end, any and
all transactions contemplated to be entered into between the company and any
Related Person, Related Entity or Family Member (each as defined below) must be
on terms that are commercially reasonable and no less favorable to the company
as the company could obtain from unrelated third parties and such terms must be
approved by a majority of the disinterested members of the Board of Directors.
For purposes of this policy, the term (i) “Related Person” shall mean any
officer, director or holder of more than 5% of the outstanding voting stock of
the company or any subsidiary thereof, (ii) “Related Entity” shall mean any
corporation, partnership, limited liability company, association or other entity
in which a Related Person is an officer, director, manager or holder of more
than 5% of the outstanding voting interests thereof, and (iii) “Family Member”
shall mean the Related Person’s spouse, any other natural person who is related
to the Related Person or his or her spouse to the second degree and any other
natural person who resides with the Related Person.





Any
Covered Party who is aware of a material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest or any related
party transaction should discuss the matter promptly with the Appropriate
Ethics Contact.











C. Public
Disclosure, Confidentiality and Dissemination of Information





It is
company policy that the information in our public communications, including our
filings made with the United States Securities and Exchange Commission, and/or
included on our website, be full, fair, accurate, timely and understandable. All
Covered Parties who are involved in the company’s disclosure process are
responsible for acting in furtherance of this policy. In particular, these
individuals are required to maintain familiarity with the disclosure
requirements applicable to the company and are prohibited from knowingly
misrepresenting, omitting, or causing others to misrepresent or omit, material
facts about the company to others, whether within or outside the company,
including the company’s independent auditors.





It is
also company policy that all Covered Parties must maintain, as a condition to
their employment, the confidentiality of confidential information entrusted to
them by the company or its suppliers and customers, except when disclosure is
explicitly authorized or required by laws or regulations or approved by our
Board of Directors. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the company or its customers,
if disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends.





It is
very important that the information disseminated about the company be both
accurate, consistent and appropriate within the regulatory framework in which
the company must operate. For this reason, the company has instituted a policy
which requires all dissemination of non-public information relating to the
company be approved by the Company’s Board of Directors. The Board of Directors
approval process for the dissemination of information in each instance willinclude the following determinations: the circumstance giving
rise to the need or desirability to disseminate information, who will be
authorized to disseminate the information, whether any conditions, limitations
or restrictions will be placed on the recipient of the non-public information,
and what information may be disseminated. Additionally, the dissemination of any
information (public or non-public) in extraordinary/non-routine transactions and
situations must be authorized by the Board of Directors, and the same standards
and procedure relating to the dissemination of non-public information will
apply. Examples of such extraordinary/non-routine transaction or situations
include, among other things, capital raising transactions (issuances of common
stock, convertible or non-convertible preferred stock, warrants and other equity
securities, convertible or non-convertible debt, lines of credit and any
combination thereof), mergers, acquisitions and sales or dispositions of
material assets or equity in subsidiaries or other companies, discussions with
analysts and/or public and private securities offerings or sales by the Company
or its security-holders.





D.
Compliance with Laws, Rules and Regulations





It is
company policy to comply with all applicable laws, rules and regulations. It is
the personal responsibility of each Covered Party to adhere to the standards and
restrictions imposed by those laws, rules and regulations. If a Covered Party is
not aware or familiar with the laws, rules or regulations that apply
specifically to our business, they must request that the Appropriate Ethics
Contact provide such information.





Generally,
it is both illegal and against company policy for any Covered Party who is aware
of material nonpublic information relating to the company, any of the company’s
clients or any other private or governmental issuer of securities to buy or sell
any securities of those issuers, or recommend that another person buy, sell or
hold the securities of those issuers.





More
detailed rules governing the trading of securities by a Covered Party are
contained in our Insider Trading Policy. Any Covered Party who is uncertain
about the legal rules involving his or her purchase or sale of any company
securities or any securities in issuers that he or she is familiar with by
virtue of his or her work for the company should consult with the Appropriate
Ethics Contacts before making any such purchase or sale.





E.
Protection and Proper Use of Company Assets





All
Covered Parties should endeavor to protect the company’s assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
company’s profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-company business, though incidental personal use may be
permitted.





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The
obligation of a Covered Party to protect the company’s assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering, manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
company policy. It could also be illegal and result in civil or even criminal
penalties.





F.
Reporting any Illegal or Unethical Behavior





Each
Covered Party is encouraged to talk to the Appropriate Ethics Contact about
illegal or unethical behavior and when in doubt about the best course of action
in a particular situation. It is the policy of the company not to allow
retaliation for reports of misconduct by others made in good faith by a Covered
Party. Covered Parties are expected to cooperate in internal investigations of
misconduct, a failure of which may be deemed grounds for termination or
suspension of employment.





G.
Compliance Procedures





We must
all work to ensure prompt and consistent action against violations of this Code.
However, in some situations it is difficult to know right from wrong. Since we
cannot anticipate every situation that will arise, it is important that we have
a way to approach a new question or problem. These are the steps to keep in
mind:





- Make
  sure you have all the facts. In order to reach the right solutions,
  wemust be
  as fully informed as possible.

- Ask
  yourself: What specifically am I being asked to do? Does it
  seemunethical
  or improper? This will enable you to focus on the specificquestion
  you are faced with and the alternatives you have. Use yourjudgment
  and common sense; if something seems unethical or improper,
  itprobably
  is.

- Clarify
  your responsibility and role. In most situations, there is
  sharedresponsibility.
  Are your colleagues informed? It may help to get othersinvolved
  and discuss the problem.

- Discuss
  the problem with the Audit Committee, or if there is no
  AuditCommittee,
  the Board of Directors. This is the basic guidance for allsituations.

- You may
  report ethical violations in confidence and without fear ofretaliation.
  If your situation requires that your identity be kept
  secret,your
  anonymity will be protected. As stated earlier, the company does
  notpermit
  retaliation of any kind against employees for good faith reports
  ofethical
  violations.

- Always
  ask first, act later: If you are unsure of what to do in anysituation,
  seek guidance before you act.

H.
Special Ethics Obligations For Employees and Officers with Financial Reporting
Obligations





Financial
and Accounting Officers and Managers hold an important and elevated role in
corporate governance. As a result of this elevated role, Financial and
Accounting Officers and Managers are vested with both the responsibility and
authority to protect, balance, and preserve the interests of all of the
company’s stakeholders, including shareholders, clients, employees, suppliers,
and citizens of the communities in which our business is conducted. Financial
and Accounting Officers and Mangers fulfill this responsibility by prescribingand enforcing the policies and procedures employed in the
operation of the company’s financial organization, and by demonstrating the
following:





Financial
and Accounting Officers and Managers will exhibit and promote
the highest
standards of honest and ethical conduct through the
establishment and
operation of policies and procedures that:




- Encourage
  professional integrity in all aspects of the financialorganization,
  by eliminating inhibitions and barriers to responsiblebehavior,
  such as coercion, fear of reprisal, or alienation from thefinancial
  organization or the enterprise itself.

- Prohibit
  and eliminate the occurrence of conflicts between what is inthe
  best interest of the enterprise and what could result in
  materialpersonal
  gain for a member of the financial organization, includingFinancial
  and Accounting Officers and Managers.

- Provide
  a mechanism for members of the finance organization to
  informthe
  Audit Committee, or if there is no Audit Committee, the Board
  ofDirectors,
  of deviations in practice from policies and proceduresgoverning
  honest and ethical behavior.

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Financial
and Accounting Officers and Managers will establish and manage the
enterprise transaction and reporting systems and procedures to
ensure that:


- Business transactions, expenses,
  and requests for reimbursement of expenses are properly authorized, and
  to the extent required, completely and accurately recorded on the
  company’s books and records in accordance with Generally Accepted
  Accounting Principles (GAAP) and established company financial
  policy.

- The retention or proper disposal
  of company records shall be in accordance with applicable legal and
  regulatory requirements.

- Periodic financial
  communications and reports will be delivered in a manner that facilitates
  a high degree of clarity of content and meaning so that readers and users
  can determine their significant and consequence.

I.
Amendment, Modification and Waiver





This Code
may be amended or modified by our Board of Directors. Waivers of this Code may
only be granted by the Audit Committee, or if we do not have an Audit Committee,
our Board of Directors. Waivers will be disclosed as required by the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder and any
applicable rules relating to the maintenance of the listing of our securities on
any stock exchange.





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EXHIBIT
A








Appropriate
Ethics Contact







Thomas
Pharmaceuticals Audit Committee(1)


c/o
Thomas Pharmaceuticals


750
Highway 34


Matawan,
NJ 07747








(1)  If
there is no Audit Committee, communications addressed to the Audit Committee
will be given to each member of the Company’s Board of Directors.


















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