UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[_]  TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO __________
                        COMMISSION FILE NUMBER      000-51430


                             INDEX OIL AND GAS INC.
                             ----------------------
                 (Name of small business issuer in its charter)

              Nevada                                  20-0815369
  (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                  Identification No.)

    10000 Memorial Drive, Suite 440
             Houston, Texas                              77024
   --------------------------------                      -----
(Address of principal executive offices)              (Zip Code)

Issuer's telephone Number: (713) 683-0800

Securities registered under Section 12(b) of the Exchange Act:

     Title of Each Class              Name of each exchange on which registered
    ---------------------            -------------------------------------------
 Common Stock, $.001 par value             Over The Counter Bulletin Board

Securities registered under Section 12(g) of the Exchange Act: NONE

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
[_]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

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

     State issuer's revenues for its most recent fiscal year. $18,925

     The aggregate market value of the voting and non-voting  common equity held
by  non-affiliates,  computed by reference to the average bid and asked price of
such common equity as of April 6, 2006 was $64,096,305.

     As of March 13,  2006,  the issuer  had  54,240,552  outstanding  shares of
Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

     Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                           Page
                                                     PART I

<S>                          <C>                                                                            <C>
Item 1.     Description of Business.........................................................................3
Item 2.     Description of Property.........................................................................8
Item 3.     Legal Proceedings...............................................................................8
Item 4.     Submission of Matters to a Vote of Security Holders.............................................8

                                                    PART II

Item 5.     Market for Common Equity and Related Stockholder Matters........................................9
Item 6.     Management's Discussion and Analysis or Plan of Operation.......................................11
Item 7.     Financial Statements............................................................................15
Item 8.     Changes In and Disagreements with Accountants on Accounting and Financial Disclosure............15
Item 8A.    Controls and Procedures.........................................................................15
Item 8B.    Other Information...............................................................................15

                                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act...............................................16
Item 10.    Executive Compensation..........................................................................17
Item 11.    Security Ownership of Certain Beneficial Owners and Management..................................19
Item 12.    Certain Relationship and Related Transactions...................................................21
Item 13.    Exhibits........................................................................................21
Item 14.    Principal Accountant Fees and Services..........................................................23

SIGNATURES..................................................................................................24
</TABLE>

                                       2
<PAGE>
                                     PART I

Item 1.   Description of Business.

Organizational History

     Index  Oil  and Gas  Inc.  (fka  Thai  One On,  Inc.)  ("Index  Oil" or the
"Company") was originally incorporated under the name Thai One On, Inc. ("Thai")
on March 3,  2004  under  the laws of the State of  Nevada  for the  purpose  of
developing,  owning and  operating  theme  restaurants  called  "Khanom Jeen" in
Malaysia.

     In March 2004,  Thai acquired 100%  ownership of Chinadoll Inc. Sdn. Bhd, a
privately  held  company  incorporated  on  January  1,  2004  under the laws of
Malaysia.  On March 30, 2004,  the name of the acquired  subsidiary  was changed
from  Chinadoll  Inc.  Sdn. Bhd. to Thai Pasta  Enterprise  Sdn. Bhd. Thai Pasta
Enterprise  Sdn.  Bhd.  was the entity,  which  operated  Thai's  restaurant  in
Malaysia.  In June 2004, Thai opened its first  restaurant in Taipan,  Selangor,
Malaysia.

     In March 2004,  the company  issued a total of  1,000,000  shares of common
stock as founder's  shares to Evon Au, David Knapfel,  and Au E-Mun, all of whom
were  officers and directors of Thai.  Both Evon Au and David  Knapfel  received
400,000  shares each,  and Au E-Mun  received  200,000  shares.  The shares were
issued in exchange for cash in the aggregate amount of $5,000.

     In  October  2004,  Thai  completed  an  initial  public  offering  of  its
securities  in which  2,020,000  shares of its common  stock  were  issued to 33
investors for a total of $101,000.  Such  offering was  completed  pursuant to a
Form SB-2 registration  statement that was declared  effective by the Securities
and Exchange Commission on May 27, 2005.

     In November  2005,  Thai sold a portion of its surplus assets that had been
utilized in connection  with its Khanom Jeen  restaurant for an aggregate sum of
$5,000 to Mad About Food Inc., a privately held company  incorporated  under the
laws of Malaysia.

     In November  2005,  the  Company  changed its name from Thai One On Inc. to
Index Oil and Gas Inc., and increased the number of authorized  shares of common
stock from 25,000,000 to 75,000,000 shares. In addition,  following the increase
in the number of  authorized  shares of common stock,  the Company  completed an
in-kind dividend of 10 shares of common stock for every 1 shares of common stock
held.

     On December  16,  2005,  the Company  announced  that it had entered into a
letter of intent to acquire 100% of the outstanding equity stock and warrants of
Index Oil & Gas Ltd.  ("Index UK"), a private  company  formed under the laws of
the United  Kingdom,  from Index UK  Shareholders  and warrant  holders who held
warrants to subscribe for Index UK equity stock

     The Company's fiscal year ends on December 31.

Recent Developments

     On January 20, 2006, we completed the  acquisition  of Index Oil & Gas Ltd.
(the "Acquisition" and "Index UK" respectively),  a private company formed under
the laws of the  United  Kingdom,  pursuant  to  certain  Acquisition  and Share
Exchange Agreements  (collectively the "Agreements") entered into on January 20,
2006.  Pursuant to the Agreements,  the Company  acquired all of the outstanding
equity  stock and  warrants of Index UK from Index UK  Shareholders  and warrant
holders who held  warrants to subscribe  for Index UK equity stock (the "Warrant
Holders").  As consideration  for the acquisition of the shares of Index UK, the
Company  issued an aggregate of 22,615,552  shares of common  stock,  $0.001 par
value (the "Common  Stock") and 1,092,676  warrants to purchase shares of Common
Stock of the  Company  to the  shareholders  of Index  UK and  Warrant  Holders.
Furthermore,  as part of the  Acquisition,  759,448  shares of Common Stock were
reserved for issuance by the Company.  The Acquisition  was completed  following
the satisfaction of the conditions to closing, including the delivery of audited
financial statements of Index UK for the fiscal period ending March 31, 2004 and
unaudited  financial  statements of Index UK for the period ending September 30,
2005.  As a  result  of the  Acquisition,  Index UK has  become  a  wholly-owned
subsidiary of the Company. The Company claims an exemption from the registration
requirements of the Act for the private  placement of these securities  pursuant
to Section 4(2) of the Act and/or  Regulation D  promulgated  thereunder  since,
among other  things,  the  transaction  did not involve a public  offering,  the
investors were accredited investors and/or qualified  institutional  buyers, the
investors had access to information about the company and their investment,  the
investors took the  securities  for  investment and not resale,  and the Company
took appropriate measures to restrict the transfer of the securities.

     Pursuant to the Agreements, each of the Index UK shareholders agreed not to
dispose of any of the shares of the  Company  received  by them prior to January
20, 2007 and, thereafter,  be subject to selling  restrictions  directly tied to
the average price of the stock of the Company,  unless, an offer was made to all
the stockholders of the Company. Furthermore, the Agreements contained an Escrow
provision  which  provided  that  during the 12 month  escrow  period the voting
rights  attached  to a total  of  5,047,130  shares  of  common  stock  shall be


                                       3
<PAGE>
exclusively exercised in accordance with the written directions of a majority of
the  directors of Index UK: Mr.  Lyndon West,  Mr.  Daniel  Murphy,  Mr.  Andrew
Boetius, Mr. Michael Scrutton and Mr. David Jenkins.

     Upon completion of the Acquisition, Daniel Murphy was appointed as Chairman
of the  Company,  Lyndon West was  appointed as Chief  Executive  Officer of the
Company  and Andrew  Boetius was  appointed  as Chief  Financial  Officer of the
Company. In addition, Daniel Murphy, Lyndon West, Andrew Boetius, David Jenkins,
and  Michael  Scrutton  were also  appointed  to the Board of  Directors  of the
Company.  Following  such  appointments,  on  February  7, 2006,  John  Briner's
resignation as an officer and director of the Company was accepted by the Board.
For a complete  description of the  backgrounds of such persons,  see "Directors
and Executive Officers, Promoters and Control Persons."

     In addition, as contemplated by the Agreements, following the completion of
the Acquisition,  the Company's Board of Directors  approved a stock option plan
providing  for the  issuance of up to  5,225,000  shares of Common  Stock of the
Company to the officers,  directors,  employees and  consultants  of the Company
and/or its subsidiaries,  and made grants of options to purchase an aggregate of
4,577,526  shares of Common Stock to the employees of Index UK that held options
to  purchase  ordinary  shares  of  Index  UK  prior  to the  completion  of the
acquisition,  as well as to the newly  appointed  directors  and officers of the
Company.  For a complete description of such plan and the grants made under such
plan, see "Executive Compensation - Stock Option Plan."

     Furthermore,  in January 2006 an aggregate  amount of 10,128,333  shares of
common  stock held by the former  directors  and  officers of the  Company  were
retired,  and were subsequently  canceled by the Company's  transfer agent, West
Coast Stock Transfer, on March 3, 2006.

Summary of Index Oil Business

     In March 2004,  Thai acquired 100%  ownership of Chinadoll Inc. Sdn. Bhd, a
privately  held  company  incorporated  on  January  1,  2004  under the laws of
Malaysia.  On March 30, 2004,  the name of the acquired  subsidiary  was changed
from  Chinadoll  Inc.  Sdn. Bhd. to Thai Pasta  Enterprise  Sdn. Bhd. Thai Pasta
Enterprise  Sdn.  Bhd.  was the entity,  which  operated  Thai's  restaurant  in
Malaysia.  In June 2004, Thai opened its first  restaurant in Taipan,  Selangor,
Malaysia.  In November 2005,  Thai sold a portion of its surplus assets that had
been utilized in connection with its Khanom Jeen restaurant for an aggregate sum
of $5,000 to Mad About Food Inc., a privately  held company  incorporated  under
the laws of Malaysia. As of December 31, 2005, the Company's restaurant business
had no material business operations.

Summary of Index UK Business

     Index UK is an early stage oil  exploration  and production  company formed
under the laws of the United Kingdom with its principal executive office located
in the  United  States,  in  Houston,  Texas.  Index UK has  ongoing  operations
including oil and gas production in the U.S., where it is also actively pursuing
other  opportunities.  Index UK currently  has three  wholly-owned  subsidiaries
through which it conducts its operations,  Index Investments North America Inc.,
Index  Oil & Gas  (USA) LLC and Index  Offshore  LLC (the  "Subsidiaries").  The
Subsidiaries'  head office is also located at: 10,000 Memorial Drive, Suite 440,
Houston, Texas 77024.

     Index UK was  incorporated  in 2003 to  capitalize  on the  experience  and
contacts of its founder Directors and  shareholders.  Index UK's objective is to
develop its oil and gas reserves by taking equity  positions in proven petroleum
systems and reserves located in the U.S.,  which it believes  eliminates some of
the  commercial  and  exploration  risks  and   uncertainties   associated  with
international oil ventures.

Industry Overview

     Index UK is operating at a time where  economic  conditions  have  dictated
larger oil exploration and production  companies to focus their resources within
the  industry in order to become more cost and income  efficient.  Major  energy
companies and large independents continue to focus their attention and resources
toward the discovery and  development of large fields.  We believe that this has
resulted in larger energy  companies  neglecting to focus on smaller  fields and
divestment  of  production  and  exploration  assets  worldwide,  a trend  which
Management expects to continue. In addition, the recent economics of the oil and


                                       4
<PAGE>
gas market have improved as prices have risen substantially. Management believes
that these  conditions  provide  ample  opportunities  for  smaller  independent
companies to acquire and exploit oil and gas opportunities in the U.S. We expect
that there will be an increased competition for such properties in the future.

     Smaller early stage oil exploration and production companies, such as Index
UK,  have  established  their  focus  on the  acquisition  of the  opportunities
overlooked  by the larger  energy firms and have  maintained  their focus on the
divested oil, gas fields and exploration  opportunities located in North America
that no  longer  fit the  portfolios  of larger  energy  companies.  The  stable
political and economic  environment of North America  coupled with extensive oil
and gas  distribution  systems  available,  has  contributed  to the  industry's
geographic  focus.  As such,  Index UK has  built  up what it  believes  to be a
significant pipeline of potential  opportunities through Management's  extensive
network of industry contacts in North America.

     Similarly  situated  companies  within  the  industry  continue  to  target
potential partner  candidates in a disciplined manner in order to target gas and
oil biased plays.  These  companies  use  waterflooding,  3D data  reprocessing,
enhanced   oil   recovery,   gas  and   oil   production   techniques   such  as
Alkaline-Surfactant-Polymer  (ASP) technology,  chemical floods, infill drilling
and  recompilations  of existing  wells to engage in  production of oil and gas.
Furthermore,  pursuant to industry  standards,  such oil,  gas  exploration  and
production  companies enter into "expiring"  leases along with the operators who
undertake the exploration  and development of a particular  project on behalf of
the companies.  If the project  becomes  successful,  meaning that it results in
development of producing  wells,  then the companies enter into producing leases
with the operators for as long as the wells are producing.

Competition

     Index UK is a small independent oil exploration and production  company. It
faces  competition  from  other  oil and gas  companies  in all  aspects  of its
business,  including acquisition of producing properties and oil and gas leases,
and  obtaining  goods,   services  and  labor.  Many  of  its  competitors  have
substantially  greater financial and other resources.  Factors that affect Index
UK's ability to acquire producing properties include available funds,  available
information  about  the  property  and its  standards  established  for  minimum
projected  return on  investment.  Since Index UK is focusing on  acquiring  low
risk/low cost opportunities and has experience and expertise in exploiting these
reserves, it believes that it can effectively compete in the market.

Exploration Agreements/Operating Agreements

     Through  its  three   subsidiaries   Index  UK  has  entered  into  several
participation and exploration  agreements with various Operators and Oil and Gas
Exploration Companies.

     Pursuant to industry customs and standards, large oil field operators enter
into exploration  agreements with smaller oil and gas exploration and production
companies such as Index UK who are designated as non-operators,  or partners, in
these  agreements.  Pursuant to the  exploration  agreements and under the joint
operating  agreements  entered  into in  connection  with  the  exploration  and
operation of the oil fields, the joint operating agreements allow Index UK, as a
partner,  to secure a right to  participate  in each prospect well, if a well is
completed and successfully  drilled.  Upon completion and successful drilling of
the wells, Index UK enters into exploration agreements.

     Under these Operating Agreements,  Index UK enters into agreements with the
operators  of  these  wells,  which  undertake  to  cooperate  with  Index UK or
subsidiaries  acting on its behalf in the  initial  test  drilling of a mutually
selected well located in agreed to location. As a non-operating partner in these
sort of prospect  projects,  Index UK shares the land and lease costs and the 3D
Seismic and  Geological and  Geophysical  costs on a pro rata basis equal to its
working interest held in each prospect well. Furthermore,  Index UK, through its
subsidiaries,  shares pre drilling expenses and costs of these prospect wells on
a pro rata basis which exceed its working  interest held in such  prospects,  in
order to  compensate  the  operators  who  undertake  the initial  drilling  and
exploration costs on behalf of the project partners. Furthermore, the actual net
revenue  interest  that Index UK would be entitled to for each well is less than
the  working  interest  held by Index UK in each  prospect  which  reflects  the
compensation paid to each operator.


                                       5
<PAGE>
     Pursuant to a certain  participation  agreement  entered  into by Index UK,
Index  UK's  initial  project  named  Kansas I (Seward  North,  Globe and Seward
Townsite)  consists  of a 5% working  interest  in oil and gas  leases  covering
approximately  8,500  acres  which  are  located  in  Stafford  County,  Kansas.
Management  hopes  that Index UK's  participation  as a project  partner in this
Kansas  I  project  would  enable  the  company,  with  the  utilization  of the
acquisition and processing of new 3 Dimensional ("3D") seismic data conducted by
the project operator,  to identify undrilled structural highs in what Management
believes to be a proven petroleum province.

     Index UK has also signed  Exploration and Joint  Operating  Agreements (the
"Operating Agreements") with Crawford Operating Company ("Crawford") in the Gulf
Coast area, to  participate in 4 wells in Louisiana and South Texas during early
2006.

     Pursuant  to the  Operating  Agreements,  Index UK has  secured  a right to
participate in the following 4 wells:  Walker #1, Vieman #1, Taffy #1 and #2. As
of  March  15,  2006,  the  Walker  #1 well has been  successfully  drilled  and
completed, and Index UK has entered into an operating lease pursuant to which it
holds a 12.5%  working  interest in such well.  Management  anticipates  initial
production  of the Walker #1 well to  commence  in the  second  quarter of 2006,
after  the  construction  of a 1.5 mile  gas line  which  would  connect  to the
existing infrastructure.

     Index UK would hold the following working interests in the Vieman #1, Taffy
#1 and #2  wells,  contingent  on  the  wells  being  successfully  drilled  and
completed: 12.5%, 7.5% and 7.5% respectively.

     Management  expects  the  Vieman #1 well to be  drilled  near Manor Lake in
South  Texas.  The area  covering  the Vieman #1 location is  approximately  320
acres. The Taffy #1 & #2 wells are located in Matagorda County, South Texas. The
area where Taffy #1 well is located consists of approximately 370 acres.

     In  addition  to the  foregoing,  Index UK has  recently  secured a working
interest in an  operating  lease of up to 5000 acres in the area to the north of
Kansas I (Seward)  project in Barton County,  Kansas.  This project includes 4-5
square miles of new 3D seismic data.

     With the aid of recently  secured  financing,  subject to  availability  of
resources,  Index UK also hopes to  participate  in up to 8-10 wells in the Gulf
Coast  area,  as well as seeking  additional  opportunities  in Kansas and other
selected areas of U.S. and North America.

     Furthermore,  Index UK is  currently  analyzing a number of  proposals  and
projects  with existing  partners and has signed a Memorandum  of  Understanding
with ADC  Petroleum,  L.P.  ("ADC") which  provides  Index UK an  opportunity to
negotiate a comprehensive  agreement with ADC which, if consummated,  would give
it an opportunity to  participate  together with ADC in oil and gas  exploration
ventures in certain  areas  covering an  aggregate of 220 square miles of Texas,
Louisiana and Mississippi.

Customers

     Index UK sells its crude oil and  natural  gas  production  to  independent
purchasers.  Title to the produced quantities  transfers to the purchaser at the
time  the  purchaser  collects  or  receives  the  quantities.  Prices  for such
production are defined in sales contracts and are readily  determinable based on
certain  publicly  available  indices.  The purchasers of such  production  have
historically  made  payment  for  crude oil and  natural  gas  purchases  within
thirty-five  days of the end of each production  month. We periodically  reviews
the difference between the dates of production and the dates we collects payment
for such  production  to ensure  that  receivables  from  those  purchasers  are
collectible. All transportation costs are accounted for as costs that are offset
against oil and natural gas sales revenue.

Governmental Regulation

     Index UK's  operations  are subject to extensive and  continually  changing
regulation  affecting the oil and natural gas  industry.  Many  departments  and
agencies,  both federal and state,  are authorized by statute to issue, and have
issued,  rules and  regulations  binding on the oil and natural gas industry and
its  individual  participants.  The  failure  to  comply  with  such  rules  and
regulations can result in substantial  penalties.  The regulatory  burden on the
oil and  natural  gas  industry  increases  its  cost  of  doing  business  and,
consequently,  affects its  potential  profitability.  Index UK does not believe
that we are affected in a significantly  different  manner by these  regulations
than are its competitors.


                                       6
<PAGE>
Transportation and Sale of Natural Gas

     Even though Index UK currently focuses on crude oil production,  Management
believes that natural gas sales could contribute a substantial part to its total
sales.  The  interstate  transportation  and sale for resale of  natural  gas is
subject to federal regulation,  including transportation rates and various other
matters, by the Federal Energy Regulatory Commission ("FERC").  Federal wellhead
price  controls on all domestic  natural gas were  terminated on January 1, 1992
and none of Index UK's  natural gas sales prices are  currently  subject to FERC
regulation.  Index UK cannot predict the impact of future government  regulation
on any natural gas operations.

Regulation of Production

     The production of crude oil and natural gas is subject to regulation  under
a wide range of state and federal statutes, rules, orders and regulations. State
and federal  statutes and regulations  require permits for drilling  operations,
drilling bonds, and reports concerning operations.  Texas, Louisiana and Kansas,
the  states  in  which  Index UK owns  properties,  have  regulations  governing
conservation matters, including provisions for the unitization or pooling of oil
and natural gas  properties,  the  establishment  of maximum rates of production
from oil and  natural  gas wells,  the spacing of wells,  and the  plugging  and
abandonment  of wells  and  removal  of  related  production  equipment.  Texas,
Louisiana and Kansas also restrict production to the market demand for crude oil
and natural gas. These  regulations  can limit the amount of oil and natural gas
Index UK can  produce  from its wells,  limit the number of wells,  or limit the
locations  at which it can conduct  drilling  operations.  Moreover,  each state
generally  imposes a production or severance tax with respect to production  and
sale of crude oil, natural gas and gas liquids within its jurisdiction.

Environmental Regulations

     Index UK's  operations  are subject to numerous  stringent and complex laws
and regulations at the federal,  state and local levels  governing the discharge
of materials  into the  environment  or  otherwise  relating to human health and
environmental  protection.  These laws and regulations  may, among other things,
require  acquisition  of a permit  before  drilling  or  development  commences,
restrict the types,  quantities and concentrations of various materials that can
be released into the environment in connection  with  development and production
activities, and limit or prohibit construction or drilling activities in certain
ecologically  sensitive and other protected areas.  Failure to comply with these
laws and  regulations  or to obtain or comply  with  permits  may  result in the
assessment  of  administrative,  civil and  criminal  penalties,  imposition  of
remedial  requirements  and  the  imposition  of  injunctions  to  force  future
compliance. Index UK's business and prospects could be adversely affected to the
extent laws are enacted or other governmental  action is taken that prohibits or
restricts its  development  and production  activities or imposes  environmental
protection  requirements  that  result in  increased  costs to it or the oil and
natural gas industry in general.

     Index UK conducts its exploration, development and production activities to
comply  with  all  applicable  environmental  regulations,   permits  and  lease
conditions,  and it monitors  subcontractors for environment  compliance.  While
Index UK believes its operations conform to those conditions, it remains at risk
for  inadvertent  noncompliance,  conditions  beyond its control and  undetected
conditions  resulting from activities by prior owners or operators of properties
in which it owns interests.  Pursuant to industry customs,  a project's operator
obtains  insurance policy coverage for the each of the partner's in a particular
project. The operator for Index UK's Kansas I project site has obtained a policy
of  insurance  on behalf of Index UK, the partner in this  project  (the "Kansas
Insurance Policy").  The Kansas Insurance Policy provides for $1,000,000 general
commercial liability coverage. This policy also provides for $2,000,000 coverage
for general  aggregate  and products  liability.  Furthermore,  the operator has
secured "hired and non-owned"  commercial  automobile  liability coverage with a
limit of  $1,000,000  and  $1,000,000  coverage  for  workers  compensation  and
employer's liability insurance.

     Crawford, the operator for Index UK's Walker #1 and Vieman #1 wells located
in Louisiana  and South  Texas,  has obtained a policy of insurance on behalf of
Index UK, the partner in these  projects (the "Crawford  Policy").  The Crawford
Policy  provides for $1,000,000  general  commercial  liability  coverage.  This
policy also provides for $2,000,000 coverage for general aggregate and 1,000,000
coverage for products  liability.  Furthermore,  Crawford has secured "hired and
non-owned"  commercial  automobile liability coverage with a limit of $1,000,000
and  $1,000,000  coverage  for workers  compensation  and  employer's  liability
insurance.  Furthermore,  the  Crawford  Policy  provides  "umbrella  liability"
coverage per occurrence in amount of $10,000,000.


                                       7
<PAGE>
Occupational Safety Regulations

     Index UK is  subject  to various  federal  and state  laws and  regulations
intended to promote  occupational  health and safety.  Although all of its wells
are drilled by  independent  subcontractors  under its  "footage"  or "day rate"
drilling contracts,  Index UK has adopted  environmental and safety policies and
procedures  designed to protect the safety of its own  supervisory  staff and to
monitor all subcontracted  operations for compliance with applicable  regulatory
requirements  and  lease   conditions,   including   environmental   and  safety
compliance.  This program includes regular field  inspections of its drill sites
and  producing  wells by  members of its  operations  staff or  consultants  and
internal assessments of its compliance  procedures.  Index UK considers the cost
of compliance a manageable and necessary part of our business.

Federal, State or Native American Leases

     Index UK's  operations  on federal,  state or Native  American  oil and gas
leases  are  subject  to  numerous  restrictions,   including  nondiscrimination
statutes. Such operations must be conducted pursuant to certain on-site security
regulations  and other permits and  authorizations  issued by the Bureau of Land
Management, Minerals Management Service and other agencies.

Employees

     As of January 1, 2006,  Index UK had full time  employment  agreements with
Mr. Andy Boetius and Mr. Lyndon West, its two directors,  a part time employment
agreement with Mr. Daniel Murphy, its director, letter agreements with Mr. David
Jenkins and Mr. Michael  Scrutton,  the other two directors of the Company,  and
one part time employee at one of Index UK's  subsidiaries.  Members of the Board
of Directors provide services to the Company and receive  compensation  pursuant
to the employment and letter agreements signed with Index UK.


Item 2.   Description of Property

Principal Executive Offices
---------------------------

     As of the current date,  the Company holds an  arrangement to rent its main
office  comprising of 300 square feet which is located at 10,000 Memorial Drive,
Suite 440, Houston, Texas 77024, at a cost of $1,500 per month for the months of
November  and December of 2005 and January of 2006.  Starting  February of 2006,
rental  payments  have  increased to $2,000 and will be due on a  month-to-month
basis.


Item 3.   Legal Proceedings.

     We are not a party to any material pending legal  proceedings or government
actions,  including  any  bankruptcy,   receivership,  or  similar  proceedings.
Management  of the Company  does not believe that there are any  proceedings  to
which any director, officer, or affiliate of the Company, any owner of record of
the  beneficially  or more than five percent of the Common Stock of the Company,
or any associate of any such  director,  officer,  affiliate of the Company,  or
security  holder is a party  adverse to the  Company or has a material  interest
adverse to the Company.

Item 4.   Submission of Matters to a Vote of Security Holders.

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the fiscal year covered by this report.


                                       8
<PAGE>
                                     PART II

Item 5.   Market for Common Equity,  Related Stockholder Matters,  Recent  Sales
of  Unregistered  Securities  and  Purchases of Equity  Securities  by the Small
Business Issuer and Affiliated Purchasers.

Market Information

     The Company's  Common Stock has been traded on the OTC Bulletin Board under
the symbol IXOG since January 20, 2006.

     The  following  sets  forth the range of the  closing  bid  prices  for the
Company's  Common Stock for the period  starting  January 20, 2006 through March
23, 2006. Such prices represent inter-dealer quotations, do not represent actual
transactions, and do not include retail mark-ups, markdowns or commissions. Such
prices were  determined  from  information  provided by a majority of the market
makers for the Company's Common Stock.



                                   High Close             Low Close

           First Quarter, 2006      $1.66                  $0.97
                                    ------                 ------


     The shares  quoted are subject to the  provisions of Section 15(g) and Rule
15g-9 of the  Securities  Exchange Act of 1934, as amended (the Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15(g)9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  Trading  in the  shares is subject  to  additional  sales  practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the company's  common stock and may affect the
ability of shareholders to sell their shares.

Holders
-------

     As of March 10, 2006, the  approximate  number of stockholders of record of
the Common Stock of the Company was 265.

Dividends
---------

     We have not declared any dividends to date. We have no present intention of
paying any cash dividends on our common stock in the foreseeable  future,  as we
intend to use  earnings,  if any,  to  generate  growth.  The  payment  by us of


                                       9
<PAGE>
dividends,  if any, in the future,  rests within the  discretion of our Board of
Directors and will depend,  among other things,  upon our earnings,  our capital
requirements  and our financial  condition,  as well as other relevant  factors.
There are no material restrictions in our certificate of incorporation or bylaws
that restrict us from declaring dividends.

Securities authorized for issuance under equity compensation plans.

     The  following  table  shows   information  with  respect  to  each  equity
compensation  plan under which the  Company's  common  stock is  authorized  for
issuance as January 20, 2006.
<TABLE>
<CAPTION>
------------------------------------ ------------------------ ----------------------- ---------------------------
           Plan category              Number of securities       Weighted average        Number of securities
                                        to be issued upon       exercise price of      remaining available for
                                           exercise of         outstanding options,     future issuance under
                                      outstanding options,     warrants and rights    equity compensation plans
                                       warrants and rights                              (excluding securities
                                                                                       reflected in column (a)
<S>                                             <C>                     <C>                       <C>
------------------------------------ ------------------------ ----------------------- ---------------------------
                                              (a)                      (b)                        (c)
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans approved             -0-                $    -0-                        -0-
by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans not               4,577,526                  0.35                    647,474
approved by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Total                                       4,577,526                  0.35                    647,474
------------------------------------ ------------------------ ----------------------- ---------------------------
</TABLE>

Recent Sales of Unregistered Securities
---------------------------------------

     In March 2004,  the Company  issued a total of  1,000,000  shares of Common
Stock as founder's  shares to Evon Au, David Knapfel,  and Au E-Mun, all of whom
were  officers and directors of Thai.  Both Evon Au and David  Knapfel  received
400,000  shares each,  and Au E-Mun  received  200,000  shares.  The shares were
issued in exchange for cash in the aggregate amount of $5,000.

     On January 20, 2006 the Company completed a private placement for 8,533,333
shares  of  Common  Stock of the  Company  at a price of $0.60  per share for an
aggregate sum of $5,120,000.

     In  addition,  on January 20,  2006,  the Company  issued an  aggregate  of
22,615,552  shares of Common  Stock of the  Company  and  1,092,676  warrants to
subscribe for Common Stock of the Company as  consideration  for the acquisition
of Index  UK's  outstanding  equity  stock  and  warrants  from the  Index  UK's
Shareholders.

     All of the above  offerings  and sales were deemed to be exempt  under rule
506 of  Regulation  D and/or  Section  4(2) of the  Securities  Act of 1933,  as
amended.  No  advertising or general  solicitation  was employed in offering the
securities.  The offerings  and sales were made to a limited  number of persons,
all of whom were accredited investors,  business associates of Index Oil and Gas
Inc.  or  executive  officers  of  Index  Oil and Gas  Inc.,  and  transfer  was
restricted by Index Oil and Gas Inc. in accordance with the  requirements of the
Securities Act of 1933. In addition to representations  by the  above-referenced
persons,   we   have   made   independent   determinations   that   all  of  the
above-referenced  persons were accredited or sophisticated  investors,  and that
they were capable of  analyzing  the merits and risks of their  investment,  and
that they understood the speculative  nature of their  investment.  Furthermore,
all of the above-referenced  persons were provided with access to our Securities
and Exchange Commission filings.


                                       10
<PAGE>
Item 6.   Management's Discussion and Analysis or Plan of Operations.

                           FORWARD LOOKING STATEMENTS

     Some  of the  statements  contained  in  this  Form  10-KSB  that  are  not
historical facts are "forward-looking statements" which can be identified by the
use  of  terminology  such  as  "estimates,"  "projects,"  "plans,"  "believes,"
"expects,"  "anticipates," "intends," or the negative or other variations, or by
discussions of strategy that involve risks and uncertainties.  We urge you to be
cautious of the  forward-looking  statements,  that such  statements,  which are
contained  in this Form  10-KSB,  reflect our current  beliefs  with  respect to
future  events and involve  known and  unknown  risks,  uncertainties  and other
factors  affecting  our  operations,   market  growth,  services,  products  and
licenses.  No  assurances  can be given  regarding  the  achievement  of  future
results,  as actual  results may differ  materially  as a result of the risks we
face,  and  actual  events  may  differ  from  the  assumptions  underlying  the
statements that have been made regarding  anticipated  events.  Factors that may
cause actual results,  our performance or achievements,  or industry results, to
differ  materially from those  contemplated by such  forward-looking  statements
include without limitation:

1. Our ability to attract and retain  management,  and to integrate and maintain
technical information and management information systems;

2. Our ability to generate customer demand for our products;

3. The intensity of competition; and

4. General economic conditions.

     All written and oral  forward-looking  statements  made in connection  with
this Form 10-KSB that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements.  Given the
uncertainties  that  surround  such  statements,  you are cautioned not to place
undue reliance on such forward-looking statements.

Company History

     Index  Oil  and Gas  Inc.  (fka  Thai  One On,  Inc.)  ("Index  Oil" or the
"Company") was originally incorporated under the name Thai One On, Inc. ("Thai")
on March 3,  2004  under  the laws of the State of  Nevada  for the  purpose  of
developing,  owning and  operating  theme  restaurants  called  "Khanom Jeen" in
Malaysia.

     In March 2004,  Thai acquired 100%  ownership of Chinadoll Inc. Sdn. Bhd, a
privately  held  company  incorporated  on  January  1,  2004  under the laws of
Malaysia.  On March 30, 2004,  the name of the acquired  subsidiary  was changed
from  Chinadoll  Inc.  Sdn. Bhd. to Thai Pasta  Enterprise  Sdn. Bhd. Thai Pasta
Enterprise  Sdn.  Bhd.  was the entity,  which  operated  Thai's  restaurant  in
Malaysia.  In June 2004, Thai opened its first  restaurant in Taipan,  Selangor,
Malaysia.

     In November  2005,  Thai sold a portion of its surplus assets that had been
utilized in connection  with its Khanom Jeen  restaurant for an aggregate sum of
$5,000 to Mad About Food Inc., a privately held company  incorporated  under the
laws of Malaysia.

     In November  2005,  the  Company  changed its name from Thai One On Inc. to
Index Oil and Gas Inc., and increased the number of authorized  shares of common
stock from 25,000,000 to 75,000,000 shares. In addition,  following the increase
in the number of  authorized  shares of common stock,  the Company  completed an
in-kind dividend of 10 shares of common stock for every 1 shares of common stock
held.

     On December  16,  2005,  the Company  announced  that it had entered into a
letter of intent to acquire 100% of the outstanding equity stock and warrants of
Index Oil & Gas Ltd.  ("Index UK"), a private  company  formed under the laws of
the United  Kingdom,  from Index UK  Shareholders  and warrant  holders who held
warrants to subscribe for Index UK equity stock


                                       11
<PAGE>
     As of December 31, 2005, the Company's  restaurant business had no material
business operations.

Recent Developments

     On January 20, 2006, we completed the  acquisition  of Index Oil & Gas Ltd.
(the "Acquisition" and "Index UK" respectively),  a private company formed under
the laws of the  United  Kingdom,  pursuant  to  certain  Acquisition  and Share
Exchange Agreements  (collectively the "Agreements") entered into on January 20,
2006.  Pursuant to the Agreements,  the Company  acquired all of the outstanding
equity  stock and  warrants of Index UK from Index UK  Shareholders  and warrant
holders who held  warrants to subscribe  for Index UK equity stock (the "Warrant
Holders").  As consideration  for the acquisition of the shares of Index UK, the
Company  issued an aggregate of 22,615,552  shares of common  stock,  $0.001 par
value (the "Common  Stock") and 1,092,676  warrants to purchase shares of Common
Stock of the  Company  to the  shareholders  of Index  UK and  Warrant  Holders.
Furthermore,  as part of the  Acquisition,  759,448  shares of Common Stock were
reserved for issuance by the Company.  The Acquisition  was completed  following
the satisfaction of the conditions to closing, including the delivery of audited
financial statements of Index UK for the fiscal period ending March 31, 2004 and
unaudited  financial  statements of Index UK for the period ending September 30,
2005.  As a  result  of the  Acquisition,  Index UK has  become  a  wholly-owned
subsidiary of the Company. The Company claims an exemption from the registration
requirements of the Act for the private  placement of these securities  pursuant
to Section 4(2) of the Act and/or  Regulation D  promulgated  thereunder  since,
among other  things,  the  transaction  did not involve a public  offering,  the
investors were accredited investors and/or qualified  institutional  buyers, the
investors had access to information about the company and their investment,  the
investors took the  securities  for  investment and not resale,  and the Company
took appropriate measures to restrict the transfer of the securities.

     Pursuant to the Agreements, each of the Index UK shareholders agreed not to
dispose of any of the shares of the  Company  received  by them prior to January
20, 2007 and, thereafter,  be subject to selling  restrictions  directly tied to
the average price of the stock of the Company,  unless, an offer was made to all
the stockholders of the Company. Furthermore, the Agreements contained an Escrow
provision  which  provided  that  during the 12 month  escrow  period the voting
rights  attached  to a total  of  5,047,130  shares  of  Common  Stock  shall be
exclusively exercised in accordance with the written directions of a majority of
the  directors of Index UK: Mr.  Lyndon West,  Mr.  Daniel  Murphy,  Mr.  Andrew
Boetius, Mr. Michael Scrutton and Mr. David Jenkins.

     Upon completion of the Acquisition, Daniel Murphy was appointed as Chairman
of the  Company,  Lyndon West was  appointed as Chief  Executive  Officer of the
Company  and Andrew  Boetius was  appointed  as Chief  Financial  Officer of the
Company. In addition, Daniel Murphy, Lyndon West, Andrew Boetius, David Jenkins,
and  Michael  Scrutton  were also  appointed  to the Board of  Directors  of the
Company.  Following  such  appointments,  on  February  7, 2006,  John  Briner's
resignation as an officer and director of the Company was accepted by the Board.
For a complete  description of the  backgrounds of such persons,  see "Directors
and Executive Officers, Promoters and Control Persons."

     In addition, as contemplated by the Agreements, following the completion of
the Acquisition,  the Company's Board of Directors  approved a stock option plan
providing  for the  issuance of up to  5,225,000  shares of Common  Stock of the
Company to the officers,  directors,  employees and  consultants  of the Company
and/or its subsidiaries,  and made grants of options to purchase an aggregate of
4,577,526  shares of Common Stock to the employees of Index UK that held options
to  purchase  ordinary  shares  of  Index  UK  prior  to the  completion  of the
acquisition,  as well as to the newly  appointed  directors  and officers of the
Company.  For a complete description of such plan and the grants made under such
plan, see "Executive Compensation - Stock Option Plan."

     Furthermore,  in January 2006 an aggregate  amount of 10,128,333  shares of
common  stock held by the former  directors  and  officers of the  Company  were
retired,  and were subsequently  canceled by the Company's  transfer agent, West
Coast Stock Transfer, on March 3, 2006.

Plan of Operations
------------------

     As of December 31, 2005, the Company's  restaurant business had no material
business operations.


                                       12
<PAGE>
     Our plan of  operation  for the coming  year is to  identify  and acquire a
favorable  business  opportunity.  We do not plan to limit  our  options  to any
particular  industry,  but will  evaluate  each  opportunity  on its merits.  We
believe that we do have sufficient capital to continue  operations until the end
of 2005.  If we do not enter a  business  combination,  we  anticipate  that our
owners,  affiliates, and consultants will provide sufficient capital for another
year, but there can be no assurance that this expectation will be realized.


     We have incurred  losses since our  inception.  We will continue to sustain
losses until we  establish  profitable  operations  through an  acquisition,  or
otherwise.  The achievement  and/or success of these planned measures,  however,
cannot be determined  at this time. We do not expect to generate any  meaningful
revenue or incur significant  operating  expenses unless and until we acquire an
interest in an operating company.

Results of Operations

Revenues

     Net revenues increased $524 (or 2.85%) to $18,925 for the fiscal year ended
December  31,  2005,  as compared to net revenues of $18,401 for the period from
the  Company's  inception on March 3, 2004 to end of the fiscal year on December
31,  2004.  The  increase  in net  revenues  was  due to a  slight  increase  in
restaurant sales revenues from new and existing customers.

     Cost of  revenues  decreased  $123 (or 2.27%) to $5,296 for the fiscal year
ended  December  31,  2005,  as  compared  to cost of revenues of $5,419 for the
period from the  Company's  inception on March 3, 2004 to end of the fiscal year
on December 31,  2004.  The  decrease in cost of revenues  was  attributed  to a
slight decrease in restaurant operations costs.

     Gross margin increased $647 (or 4.98%) to $13,629 for the fiscal year ended
December  31,  2005,  as compared to gross margin of $12,982 for the period from
the  Company's  inception on March 3, 2004 to end of the fiscal year on December
31, 2004. The increase in gross margin is directly  attributable to the increase
in net revenues and the decrease in restaurant operations costs.

General, Administrative and Selling Expenses

     General,  administrative  and selling ("G&A") expense increased $21,909 (or
49.17%) to $66,465 for the fiscal year ended  December 31, 2005,  as compared to
G&A expense of $44,556 for the period from the  Company's  inception on March 3,
2004 to end of the fiscal year on December 31, 2004. The increase in G&A expense
was  primarily  attributable  to increases  in G&A expense,  loss on disposal of
plant and equipment  assets and the Company writing off certain other assets and
slightly  offset  by the  decrease  in staff  costs  and the  decrease  in other
operating expenses incurred by the Company.

Other Income and Expenses

     During the fiscal year ended December 31, 2005, the Company incurred a loss
of $65 due to the fluctuations of the currency exchange rate.

Loss on Extinguishment of Debt

     None

Interest Expense

     None

Net Loss

     We had a net loss of $52,836 for the fiscal year ended  December  31, 2005,
as compared to a net loss of $31,574 for the period from the Company's inception


                                       13
<PAGE>
on March 3, 2004 to end of the fiscal year on December 31, 2004. The increase in
net loss is  directly  attributable  to the  increase  in G&A  expense,  loss on
disposal  of  certain  plant and  equipment  assets and the  Company  writing of
certain  other  assets,  somewhat  offset by the  increase  in gross  margin and
decrease in staff costs incurred by the Company.

Liquidity and Capital Resources

     Total current  assets as of December 31, 2005 were  $13,500,  consisting of
$10,018 in cash and $3,482 in deposit and prepayment amounts due to the Company.
Total current  liabilities  of $1,986  consisted in their  entirety of $1,986 in
accruals.  As of December 31, 2005, we had working capital of $11,514. The ratio
of current assets to current liabilities was 6.8 as of December 31, 2005.

     Total non-current  assets as of December 31, 2005 were $10,000,  consisting
in their entirety of $10,000 in property, plant and equipment.

     Cash used in operating activities during the fiscal year ended December 31,
2005 was  $38,911.  Cash used in  investment  activities  utilized  to  purchase
property, plant and equipment during the fiscal year ended December 31, 2005 was
$1,505.  There were no cash flows from financing  activities for the fiscal year
ended December 31, 2005.  Comparatively,  cash used in operating  activities for
the period from the  Company's  inception  on March 3, 2004 to end of the fiscal
year on  December  31,  2004 was  $26,680;  cash  used in  investing  activities
utilized  to  purchase  property,  plant and  equipment  for the period from the
Company's  inception  on March 3, 2004 to end of the fiscal year on December 31,
2004 was  $28,886,  and cash  flows  from  financing  activities  were  $106,000
resulting from sales of common stock of the Company to several investors.

     In November  of 2005,  the  Company  sold a portion of its Thai  restaurant
subsidiary's surplus assets that had been utilized in connection with its Khanom
Jeen  restaurant  for an  aggregate  sum of  $5,000 to Mad About  Food  Inc.,  a
privately held company  incorporated under the laws of Malaysia.  As of December
31, 2005,  the  Company's  Thai  restaurant  business  had no material  business
operations.  Furthermore,  as reported by the Company's  Independent  Auditor in
Note 5 in the  Notes  to  Financial  Statements,  which  are made a part of this
annual  report on form  10-KSB,  as of  December  31,  2005 the  Company's  Thai
restaurant  subsidiary had left $10,000 worth of assets in the form of plant and
equipment.  Subsequent  to the  Acquisition  of  Index  UK by the  Company,  the
Management  of the Company has since  undertaken  a process of  determining  the
future  course of action with respect to the  remaining  assets of the Company's
Thai  subsidiary.  In light of the fact  that the  remaining  Thai  subsidiary's
assets are not in the same line of operations as the  Company's  current  focus,
the Management of the Company has not made a definitive determination of whether
to dispose of these assets or to select an alternate course of action.

Off Balance Sheet Arrangements

     We do not have  any off  balance  sheet  arrangements  that are  reasonably
likely to have a current or future effect on our financial condition,  revenues,
results of operations, liquidity or capital expenditures.

Critical Accounting Policies

     A  discussion  and  analysis  of our  financial  condition  and  results of
operations are based upon our financial statements,  which have been prepared in
accordance with auditing standards  generally accepted in the United States. The
preparation of these financial  statements requires management to make estimates
and  assumptions  that  affect the  reported  amounts  of  assets,  liabilities,
revenues  and  expenses  and  related   disclosure  of  contingent   assets  and
liabilities.  Note 2 to  the  financial  statements  describes  the  significant
accounting  policies  and  methods  used  in the  preparation  of the  financial
statements.  On an ongoing basis,  management evaluates its estimates,  the most
critical are those that are both important to the  presentation of our financial
condition and results of operations  and require  management's  most  difficult,
complex, or subjective judgments.


                                       14
<PAGE>
Accounting Developments

     In January 2003, the FASB issued FASB Interpretation No.  46,"Consolidation
of Variable Interest  Entities,  and an Interpretation of ARB No. 51 ("FIN 46").
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial support from other parties. The Company does
not  expect  the  adoption  of FIN 46 to  have  an  impact  on its  consolidated
financial position or results of operations.

     In April 2003, the FASB issued SFAS 149,  "Amendment of Statement No.133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends certain portions
of SFAS 133 and is effective  for all contracts  entered into or modified  after
June  30,  2003 on a  prospective  basis.  SFAS  149 is not  expected  to have a
material  effect on the  results of  operations  or  financial  position  of the
Company since the Company currently has no derivatives or hedging contracts.

     In June 2003, the FASB issued SFAS 150,  "Accounting for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity".  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
150 is not expected to have an effect on the Company's financial Position.

Interpretation No. 46 (FIN 46)

     Effective  January 31,  2003,  The  Financial  Accounting  Standards  Board
requires  certain variable  interest  entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities,  and does not expect to do so in the  foreseeable  future.
The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

Item 7.   Financial Statements.

     The Report of Malaysian Chartered  Accountants and Financial Statements are
set forth  beginning  on page F-2 of this  annual  report on Form 10-KSB and are
incorporated herein. The financial statement schedules have been omitted because
they are not applicable or the required information is shown in the Consolidated
Statement of Operations or the Notes to the Financial Statements.

Item 8.   Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     None.

Item 8A.  Controls and Procedures.

     As of the  end of the  period  covered  by this  report,  we  conducted  an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive  officer and chief  financial  officer of our disclosure  controls and
procedures  (as defined in Rule  13a-15(e)  and Rule  15d-15(e)  of the Exchange
Act).  Based  upon  this  evaluation,  our  chief  executive  officer  and chief
financial  officer  concluded  that our  disclosure  controls and procedures are
effective to ensure that all  information  required to be disclosed by us in the
reports that we file or submit under the  Exchange Act is: (1)  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure;  and (2) recorded,  processed,  summarized and reported,  within the
time periods specified in the Commission's  rules and forms. There was no change
in our internal  controls or in other  factors that could affect these  controls
during our last fiscal  quarter that has materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

Item 8B.  Other Information.

     None.

                                       15
<PAGE>
                                    PART III

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

     The  following  table sets  forth the names and ages of the  members of our
Board of Directors and our executive officers and the positions held by each, as
of January 20, 2006.


----------------------- ------- ------------------------------------------------
Name                     Age    Position
----------------------- ------- ------------------------------------------------
Daniel Murphy (1)         63    Director, Chairman of the Company
----------------------- ------- ------------------------------------------------
Lyndon West (1)           46    Director, Chief Executive Officer
----------------------- ------- ------------------------------------------------
Andrew Boetius (1)        42    Director, Chief Financial Officer
----------------------- ------- ------------------------------------------------
David Jenkins (1)         56    Director
----------------------- ------- ------------------------------------------------
Michael Scrutton (1)      60    Director
----------------------- ------- ------------------------------------------------

(1) Each of the  directors  and  officers of the Company  was  appointed  to his
position effective as of January 20, 2006.
(2) In connection  with the  acquisition  transaction of Index Oil & Gas Ltd. by
Index Oil,  Mr. John Briner  resigned as a director  and officer of the Company,
effective as of February 7, 2006.
(3) Au E Mon, Evon Au and David F. Knapfel resigned as directors and/or officers
of the Company, effective as of November 23, 2005.

     Background of Executive Officers and Directors

     Mr.  Daniel  Murphy has been the Chairman of the Company  since January 20,
2006.  From  October  1996 to July,  2004,  Mr.  Murphy was employed at Intrepid
Energy (North Sea) Ltd. as Engineering and Production  Director.  Prior thereto,
from January 1994 to October,  1996, Mr. Murphy was employed at C.C.  Management
Associates as the Managing  Director.  From  December 1996 to present date,  Mr.
Murphy has continuously been a Non-Executive  Director of Aker Kvaerner Offshore
Partners Limited, a United Kingdom registered company.

     Mr.  Lyndon West,  who founded  Index UK in February of 2003,  has been the
Chief  Executive  Officer of the Company since January 20, 2006. From October of
1998 to  December of 2003,  Mr.  West was  employed at IHS Energy as New Venture
Services  Practice  Director,  and  prior  thereto  as a  CEO  of  IHS  Energy's
International Division. In this position, he was responsible for the development
of business relations worldwide.  Prior thereto, from June of 1987 to October of
1998, Mr. West was employed at IEDS Limited,  a company which he co founded,  as
the Managing  Director.  In this  position,  he was  responsible  for developing
business direction and strategy implementation for the company. IEDS Limited was
subsequently acquired by IHS Energy in 1998. Mr. West has 25 years of experience
in the Oil and Gas Industry.

     Mr. Andrew  Boetius,  a UK Chartered  Management  Accountant,  has been the
Chief  Financial  Officer and a Director of the Company  since January 20, 2006.
From  September  of 1988 to March of 2002,  Mr.  Boetius was employed at Amerada
Hess Limited  ("Amerada"),  a UK  subsidiary  of Amerada Hess  Corporation.  Mr.
Boetius  has  held a  number  of roles  during  his  career  with  Amerada  Hess
Corporation,  both in its upstream and downstream businesses.  In addition, from
February of 1999 to June 2002,  he was the Finance  Director  for  Amerada's  UK
Energy Marketing and Trading business.  Mr. Boetius was a part of the management
team that  divested this business to the TXU Group in March 2002. He remained in
his role after the divesture to TXU Group through June of 2002. Subsequently Mr.
Boetius  performed  an interim  management  role for a UK business in the Fortum
Group. Mr. Boetius joined Index UK as a Director on its inception in February of
2003. Prior to 1988, Mr. Boetius worked for the UK divisions of GEC group.


                                       16
<PAGE>
     Mr.  David  Jenkins has been a Director of the  Company  since  January 20,
2006.  From December of 2002, to July of 2005,  Mr. Jenkins was the President of
Exploration  Performance LLC ("Exploration  Performance"),  a Houston consulting
company specializing in design and implementation of complete, integrated global
exploration  processes  for oil and gas  companies  desiring  to  improve  their
exploration  performance or to expand their  exploration  business.  Mr. Jenkins
areas of  consultancy  services  included  goal setting,  strategy  development,
project  evaluation,  portfolio  risk  analysis,  budget  optimization,  project
implementation  and  post-audit  analysis.   Exploration  Performance's  clients
included Marathon Oil Company,  Norsk Hydro,  Robertson Research  International,
CNODC, IHS Energy and Fairfield Geophysical.

     During the same period,  he also acted as the  Technical  Director of Index
UK. As result of his industry contacts, Index UK has acquired an interest in two
assets in Stafford County, Kansas and in South Texas. Prior to December 2002, he
was  employed at Conoco  Phillips  Inc.  ("Conoco")  for 28 years in a number of
senior  management  positions.  Mr. Jenkins was  instrumental  in developing the
integrated exploration processes,  which resulted in Conoco becoming an industry
leader in terms of  commercial  success rate and the number of  significant  oil
field discoveries. In addition Mr. Jenkins was responsible for the analysis that
led to major  discoveries  in the Gulf of Paria  and in the CUU Long  basins  in
Vietnam. Mr. Jenkins has also participated in evaluation of projects for Conoco,
which  included  the  evaluation  and  ranking  of over 50  basins  and 100+ oil
exploration  plays. Mr. Jenkins has 31 years of experience in global hydrocarbon
exploration.

     Dr.  Michael  Scrutton has been a Director of the Company since January 20,
2006.  From 1969 to the end of 2002, Dr.  Scrutton was employed by the Robertson
Research Group  ("Robertson"),  a leading British consulting company involved in
the upstream oil and gas business. During his tenure with Robertson, he became a
director of the Robertson  Research  Holdings Ltd. and several of its subsidiary
companies.  In his  employment  with  Robertson,  he has  fulfilled a variety of
technical,  management,  planning and business  development  roles. From 1970 to
1986 he worked from Robertson's  offices in Singapore,  Indonesia and the United
States of America,  returning  to the head  office in North  Wales in 1986.  Dr.
Scrutton is a geologist  by training and during his 33 years of  involvement  in
the upstream  petroleum  business,  has gained experience in most of the world's
oil and gas provinces.


     All directors hold office until the next annual meeting of our stockholders
and until their  successors have been duly elected and qualified.  Our executive
officers are elected by, and serve at the  designation  and  appointment  of the
board of directors.  Some of our directors and executive  officers also serve in
various  capacities  with our  subsidiaries.  There are no family  relationships
among any of our directors and executive officers.

Code of Ethics
---------------

     On March 31, 2006 the Company's Board of Directors adopted a formal Code of
Ethics and  Business  Conduct that  applies to its Chief  Executive  Officer and
Chief Financial Officer, as well as to the directors,  officers and employees of
the Company.

Section 16(a) Beneficial Ownership Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who beneficially own more than ten percent of
a registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities  of our  Company.  Officers,  directors  and greater than ten percent
stockholders  are required by SEC  regulations  to furnish us with copies of all
Section  16(a) forms they file.  To the best of our  knowledge at no time during
the most recent  fiscal year or prior years,  did any person who was a director,
officer  or  beneficial  owner of more than ten  percent  of any class of equity
securities of the Company  failed to file on a timely basis reports  required by
Section 16(a).

Item 10.  Executive Compensation.

     The  following   table  sets  forth   information   concerning   the  total
compensation  that the  Company  has  paid or that  has  accrued  on  behalf  of
Company's  chief  executive  officer and other  executive  officers  with annual
compensation  exceeding  $100,000  during the years ended  December 31, 2005 and
2004.


                                       17
<PAGE>
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                       Long-Term
                                                                   Compensation Awards

                                                                        Securities
                                                                        Underlying
                                                                        Options (#)     All Other
Name and Principal Position             Year      Salary      Bonus       /SARS        Compensation
------------------------------------ ---------- ---------- ---------- -------------- ---------------
<S>                                     <C>        <C>         <C>          <C>           <C>
Evon Au                                 2005       $0          $0           0             $ 0
                                        2004       $390        $0           0             $ 0
</TABLE>

Compensation of Directors

     With  the  exception  of  Michael  Scrutton,  we do not  currently  pay our
directors for attending  meetings of our Board of Directors,  although we expect
to adopt a policy for compensating directors for attending meetings of our Board
of Directors in the future.

     On March 14, 2006, the directors ratified a prior approval of the Company's
Stock Option Plan, the terms of which are described under "Securities Authorized
for  Issuance  Under Equity  Compensation  Plans".  To date,  we have granted an
aggregate  amount of 4,577,526  options to all of our Directors  under the Stock
Option Plan. Each of these options has an exercise price of $0.35 per share. 50%
of the options vested on January 20, 2006.  The options  expire  pursuant to the
terms of the Stock  Option  Plan which are  described  under the  aforementioned
Stock Option Plan section below.

Employment Agreements

     On January 20, 2006, Index Oil & Gas Ltd., a subsidiary of Index Oil, which
was acquired pursuant to the Acquisition  Transaction by and between Index Oil &
Gas Ltd.  and  Index  Oil & Gas Inc.  entered  into  employment  and  consulting
agreements, with the following five directors of Index UK that provide for total
aggregate  minimum  annual  salaries of $284,694,  which became  effective as of
January  1,  2006.  In  connection  with these  agreements,  the  aforementioned
directors of Index Oil & Gas Ltd.  will serve as directors of Index Oil and will
be compensated for the provision of consulting  services to the Company pursuant
to the agreements entered into with Index Oil & Gas Ltd.:

     o    Mr. West and Mr. Boetius.  The agreements provide for Mr. West and Mr.
          Boetius to receive  each an annual  salary of  $90,909  per year.  Mr.
          West's and Mr. Boetius'  employment  agreements provide for continuous
          employment  without a set date of termination.  Index UK may terminate
          Mr. West's or Mr.  Boetius'  employment  when Mr. West or Mr.  Boetius
          respectively   reach  such  age  as  Index  UK's  Board  of  Directors
          determines as the appropriate  retirement age for the senior employees
          of company.  Mr. West and Mr. Boetius may terminate  their  employment
          with the  company  upon not less than 3 months  notice.  Additionally,
          Index UK may  terminate  Mr.  West's  and/or Mr.  Boetius'  employment
          agreement upon not less than 6 months notice.  Pursuant to Termination
          of Control protection,  upon termination of Mr. West's or Mr. Boetius'
          employment due to a change of control of Index UK, Mr. West and/or Mr.
          Boetius are entitled to severance  pay. The  severance pay is equal to
          four  times the  amount of Mr.  West's  or Mr.  Boetius'  compensation
          package, respectively, as defined in the agreements;

     o    A part  time  Employment  Agreement  with Mr.  Murphy.  The  agreement
          provides  for Mr.  Murphy to receive an annual  salary of $75,000  per
          year. Mr. Murphy's is employed  continuously by Index UK without a set
          date of termination; however, his employment is terminated immediately
          upon his death or permanent  disability.  Index UK may also  terminate
          Mr.  Murphy's  employment  upon six  months  notice.  Mr.  Murphy  may
          terminate his employment upon 3 months notice to Index UK. Pursuant to
          his employment agreement,  Index UK provides Mr. Murphy with Directors
          Liability  Insurance  and  contributes  to his Private  pension  plan.
          Furthermore,  the employment  agreement  provides for a Termination of
          Control  Protection  which  entitles  Mr.  Murphy to receive an amount
          equivalent to 4 times of annual compensation amount; and


                                       18
<PAGE>
     o    A non executive  director  Service  Agreement with Mr. Jenkins and Mr.
          Scrutton.  The Agreements  provide for Mr. Jenkins to receive a salary
          of $1,050 per month,  and Mr.  Scrutton  to receive a salary of $1,091
          per month.  Mr. Jenkins' and Mr.  Scrutton's  employment is terminated
          immediately  upon their death or  permanent  disability.  Index UK may
          also terminate Mr.  Jenkins' or Mr.  Scrutton's  employment upon three
          months  written  notice.  Mr.  Jenkins and Mr.  Scrutton may terminate
          their employment upon 3 months written notice to Index UK. Pursuant to
          their  employment  agreements  Index UK provides  Mr.  Jenkins and Mr.
          Scrutton with Directors  Liability  Insurance and contributes to their
          Private pension plan.  Furthermore,  the employment agreement provides
          for a Termination of Control Protection which entitles Mr. Jenkins and
          Mr.  Scrutton to achieve vesting of their unvested stock options up to
          the date of termination.

*  Compensation  amounts  are based on  salaries  that are to be paid in British
Pounds. All executive  compensation amounts were translated into U.S. dollars at
the average exchange rate prevailing during the applicable periods presented.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

     The  following  table sets forth certain  information,  as of March 8, 2006
with respect to the  beneficial  ownership of the Company's  outstanding  common
stock  following  the  acquisition  of Index Oil & Gas Ltd. by (i) any holder of
more  than  five  (5%)  percent;  (ii)  each of the  named  executive  officers,
directors and director nominees; and (iii) our directors,  director nominees and
named executive officers as a group. Except as otherwise indicated,  each of the
stockholders  listed below has sole voting and investment  power over the shares
beneficially owned.



                                   Common Stock Percentage of
Name of Beneficial Owner             Beneficially Owned (1)     Common Stock (1)
----------------------------------- ------------------------- ------------------
Daniel Murphy*(2)                           993,488(4)                 1.81%

Lyndon West*(2)                           5,060,379(5)                 9.14%

Andrew Boetius*(2)                        1,999,261(6)                 3.62%

David Jenkins** (2)                       1,203,172(7)                 2.21%

Michael Scrutton** (2)                    2,636,417(8)                 4.84%

Douglas Wordsworth (3)                    3,829,433(9)                 7.05%

----------------------------------- ------------------------- ------------------
*All officers and directors as a group.
**All directors as a group
(5 persons)

(1)  Applicable  percentage  ownership is based on  54,240,552  shares of Common
Stock outstanding as of January 20, 2006,  together with securities  exercisable
or  convertible  into shares of Common  Stock within 60 days of January 20, 2006
for each stockholder.  Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or
investment  power with  respect to  securities.  Shares of Common Stock that are
currently  exercisable  or  exercisable  within 60 days of January  20, 2006 are
deemed to be  beneficially  owned by the person holding such  securities for the
purpose of computing  the  percentage  of ownership of such person,  but are not
treated as outstanding for the purpose of computing the percentage  ownership of
any other person.
(2) The address for these  directors  of the Index Gas & Oil Ltd.  is: c/o Index
Oil & Gas  Ltd.,  Lawrence  House,  Lower  Bristol  Road,  Bath BA2 9ET,  United
Kingdom.


                                       19
<PAGE>
(3) The address for this  beneficial  owner is: 44 Heath  Lane,  Little  Sutton,
Ellesmere Port, Cheshire, UK CH66 5NT.
(4)  Includes  (i)  warrants to purchase  66,662  shares of Common  Stock of the
Company  exercisable  at $0.14 per share and (ii)  options to  purchase  555,435
shares of Common Stock of the Company  exercisable at $0.35 per share, which are
presently exercisable or exercisable within 60 days.
(5)  Includes  (i)  warrants to purchase  266,380  shares of Common Stock of the
Company  exercisable at $0.14 per share, (ii) options to purchase 741,292 shares
of  Common  Stock of the  Company  exercisable  at $0.35  per  share,  which are
presently exercisable or exercisable within 60 days, and (iii) 101,265 shares of
Common Stock granted as executive bonus compensation.
(6)  Includes  (i)  warrants to purchase  124,488  shares of Common Stock of the
Company  exercisable at $0.14 per share, (ii) options to purchase 741,292 shares
of  Common  Stock of the  Company  exercisable  at $0.35  per  share,  which are
presently exercisable or exercisable within 60 days, and (iii) 101,264 shares of
Common Stock granted as executive bonus compensation.
(7) Includes (i) warrants to purchase 12,539
shares of Common Stock of the Company exercisable at $0.14 per share, (ii)
options to purchase 100,056 shares of Common Stock of the Company exercisable at
$0.35 per share, which are presently exercisable or exercisable within 60 days,
and (iii) 101,264 shares of Common Stock granted as executive bonus
compensation.
(8)  Includes  (i)  warrants to purchase  33,095  shares of Common  Stock of the
Company  exercisable  at $0.14 per share and (ii)  options to  purchase  150,688
shares of Common Stock of the Company  exercisable at $0.35 per share, which are
presently exercisable or exercisable within 60 days.
(9) Includes  warrants to purchase  42,126 shares of Common Stock of the Company
exercisable  at $0.14 per share which are presently  exercisable  or exercisable
within 60 days.

     No  Director,  executive  officer,  affiliate  or any  owner of  record  or
beneficial  owner of more than 5% of any  class of our  voting  securities  is a
party adverse to our business or has a material interest adverse to us.

Securities Authorized for Issuance Under Equity Compensation Plans
-------------------------------------------------------------------

     The  following  table  shows   information  with  respect  to  each  equity
compensation  plan under which our Common Stock is authorized for issuance as of
January 20, 2006.

<TABLE>
<CAPTION>
------------------------------------ ------------------------ ----------------------- ---------------------------
           Plan category              Number of securities       Weighted average        Number of securities
                                        to be issued upon       exercise price of      remaining available for
                                           exercise of         outstanding options,     future issuance under
                                      outstanding options,     warrants and rights    equity compensation plans
                                       warrants and rights                              (excluding securities
                                                                                       reflected in column (a)
------------------------------------ ------------------------ ----------------------- ---------------------------
                                               (a)                     (b)                         (c)
------------------------------------ ------------------------ ----------------------- ---------------------------
<S>                                             <C>                    <C>                         <C>
Equity compensation plans approved             -0-                $    -0-                         -0-
by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans not               4,577,526                  0.35                      647,474
approved by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Total                                       4,577,526                  0.35                      647,474
------------------------------------ ------------------------ ----------------------- ---------------------------
</TABLE>
Stock Option Plan

     As contemplated by the Acquisition  Agreement,  following the completion of
the Acquisition on January 20, 2006, the Company's Board of Directors  agreed to
the  adoption  of the  Stock  Option  Plan and  ratified  it on March  14,  2006
effective as of January 20, 2006,  providing for the issuance of up to 5,225,000


                                       20
<PAGE>
shares of Common Stock of the Company to the officers, directors,  employees and
consultants of the Company and/or its subsidiaries. Pursuant to the Stock Option
Plan, the Company granted  options to purchase an aggregate of 4,577,526  shares
of Common Stock at $0.35 per share to the newly appointed directors and officers
that  held  options  to  purchase  ordinary  shares  of  Index  UK  prior to the
completion of the acquisition,  as well as to the newly appointed  directors and
officers of the Company.

     The principal  terms and conditions of the stock options  granted under the
Stock  Option Plan are that  vesting of the options  granted to Directors of the
Company occurs in three stages:  (1) 50% on January 20, 2006; (2) 25% on January
20, 2007; and (3) 25% on January 20, 2008. The options  granted are  exercisable
at $0.35 per  share.  Furthermore,  the stock  options  granted  under the Stock
Option Plan are generally non  transferable  other than to a legal or beneficial
holder of the options upon the option holder's  death.  The rights to vested but
unexercised  options  cease to be  effective:  (1) 18 months  after death of the
stock options  holder;  (2) 6 months after Change of Control of the Company;  12
months after loss of office due to health related  incapacity or redundancy;  or
(5) 12 months after the  retirement  of the options  holder from a position with
Index Oil.

         Of the options to purchase an aggregate of 4,577,526 shares of Common
Stock that were granted, the following stock options have been granted to
directors of the Company:

              Lyndon West               1,482,584 options
              Andrew Boetius            1,482,584 options
              Daniel Murphy             1,110,871 options
              David Jenkins             200,112 options
              Michael Scrutton          301,375 options

     Furthermore,  the Company  granted bonus  awards,  in the form of shares of
Common Stock of the Company as follows:  101,265 to Mr.  Lyndon West and 101,264
to each of Messrs.  Andrew Boetius and David Jenkins,  in consideration of Index
UK reaching certain performance objectives.

Item 12.  Certain Relationships and Related Transactions.

     The following related party  transactions  occurred from January 1, 2004 to
January 20, 2006.

     In March of 2004, a total of 1,000,000  shares were issued to the Company's
officers and directors in consideration of $.005 per share, or a total of $5,000
in cash.  In  addition,  Au  E-Mun,  Evon Au and  Evelyn  Au,  former  officers,
directors and founders of Chinadoll,  Inc. Sdn. Bhd., a privately held Malaysian
corporation,  assigned  all of their  right,  title and  interest  in and to the
Malaysian corporation to the Company at no cost to the Company.

     On April 28,  2004,  David  Knapfel,  a former  officer and director of the
Company,  loaned the Company a total of $40,000  pursuant to the Promissory Note
Agreement  entered into with the Company,  for the purpose of securing the lease
and opening of Thai Pasta Sdn. Bdh.'s first  restaurant.  The loan was repaid in
full from the proceeds of the Company's initial public offering, registered with
the U.S.  Securities  and  Exchange  Commission  on Form SB-2 and  completed  in
November 2004.

     Management  believes  that all of the above  transactions  were on terms at
least as favorable as could have been obtained from unrelated third parties.

Item 13.  Exhibits.

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

2.1          Acquisition Agreement between Index Oil and Gas Inc.,  Shareholders
             of Index Oil & Gas LTD.,  and Briner Group Inc.  dated  January 20,
             2006.  (Incorporated  by  reference  to Form  8-K  filed  with  the
             Securities and Exchange Commission on March 15, 2006).

2.2          Form of Share Exchange  Agreement entered into by and between Index
             Oil & Gas Inc. and Index Oil & Gas Ltd. shareholders. (Incorporated
             by  reference  to Form 8-K filed with the  Securities  and Exchange
             Commission on March 15, 2006).


                                       21
<PAGE>
3.1          Articles  of  Incorporation   (Incorporated  by  reference  to  the
             Company's   registration   statement   on  Form  10-SB   (File  No.
             333-115776),  filed with the Securities and Exchange  Commission on
             May 24,  2004).  (Incorporated  by reference to Form 8-K filed with
             the Securities and Exchange Commission on March 15, 2006).

3.2          Amendment  to the  Articles of  Incorporation  of Index Oil and Gas
             Inc. (the "Company"), dated November 28, 2005, changing the name of
             the Company  from Thai One On Inc.  to Index Oil and Gas Inc.,  and
             increasing  the number of  authorized  shares  from  25,000,000  to
             75,000,000.  (Incorporated  by reference to Form 8-K filed with the
             Securities and Exchange Commission on March 15, 2006)

10.1         Form of  Subscription  Agreement  dated  as of  January  20,  2006.
             (Incorporated  by reference  to Form 8-K filed with the  Securities
             and Exchange Commission on March 15, 2006).

10.2+        Employment  Agreement  entered into by and between  Index Oil & Gas
             Ltd. and Lyndon West,  dated  January 20,  2006.  (Incorporated  by
             reference  to Form 8-K  filed  with  the  Securities  and  Exchange
             Commission on March 15, 2006).

10.3+        Employment  Agreement  entered into by and between  Index Oil & Gas
             Ltd. and Andrew Boetius,  dated January 20, 2006.  (Incorporated by
             reference  to Form 8-K  filed  with  the  Securities  and  Exchange
             Commission on March 15, 2006).

10.4+        Employment  Agreement  entered into by and between  Index Oil & Gas
             Ltd. and Daniel Murphy,  dated January 20, 2006.  (Incorporated  by
             reference  to Form 8-K  filed  with  the  Securities  and  Exchange
             Commission on March 15, 2006).

10.5+        Non  Executive  Director  Service  Agreement  entered  into  by and
             between Index Oil & Gas Ltd. and David  Jenkins,  dated January 20,
             2006.  (Incorporated  by  reference  to Form  8-K  filed  with  the
             Securities and Exchange Commission on March 15, 2006).

10.6+        Non  Executive  Director  Service  Agreement  entered  into  by and
             between  Index Oil & Gas Ltd. and Michael  Scrutton,  dated January
             20,  2006.  (Incorporated  by  reference to Form 8-K filed with the
             Securities and Exchange Commission on March 15, 2006).

14.1*        Code of Ethics and Business  Conduct for  officers,  directors  and
             employees of Index Oil & Gas Inc. adopted by the Company's Board of
             Directors on March 31, 2006.

21.1*        List of subsidiaries of the Company

31.1*        Certification by Chief Executive Officer required by Rule 13a-14(a)
             or Rule 15d-14(a) of the Exchange Act.

31.2*        Certification by Chief Financial Officer required by Rule 13a-14(a)
             or Rule 15d-14(a) of the Exchange Act.

32.1*        Certification by Chief Executive Officer required by Rule 13a-14(b)
             or Rule  15d-14(b)  of the Exchange Act and Section 1350 of Chapter
             63 of Title 18 of the United States Code.

32.2*        Certification by Chief Financial Officer required by Rule 13a-14(b)
             or Rule  15d-14(b)  of the Exchange Act and Section 1350 of Chapter
             63 of Title 18 of the United States Code.
<PAGE>
*  Filed herewith

+  Management contract or compensatory plan, contract or arrangement


Item 14.  Principal Accountant Fees and Services.

Audit Fees

     The  aggregate  fees  billed  for  professional  services  rendered  by our
principal accountants for the audit of our financial statements, for the reviews
of the  quarterly  financial  reports on Form  10-QSB and  financial  statements
included in our annual report on Form 10-KSB,  and for other  services  normally
provided in  connection  with  statutory  filings were $2,000 and $1,000 for the
years ended December 31, 2005 and December 31, 2004, respectively.

Audit-Related Fees

     We incurred no fees for the period from the Company's inception on March 3,
2004, to December 31, 2005 for professional  services  rendered by our principal
accountants  that are  reasonably  related  to the  performance  of the audit or
review of our financial statements and not included in "Audit Fees".

Tax Fees

     We have not incurred  tax fees for the fiscal year ended  December 31, 2005
for the  professional  services to be rendered by our principal  accountants  in
advising the Company with respect to tax compliance, tax advice and tax planning
as these services have not been rendered to the Company as of March 28, 2006.

     We incurred  $200 in tax fees for the period from the  Company's  inception
date on March 3, 2004 to December 31, 2004 for professional services rendered by
our principal accountants for tax compliance, tax advice, and tax planning.

All Other Fees

     We did not incur any fees for other  professional  services rendered by our
principal  accountants during the years ended December 31, 2005 and December 31,
2004.

Audit Committee Pre-Approval Policies and Procedures

     As of the fiscal period ending December 31, 2005 the Company has not formed
an Audit Committee nor has it appointed any members of its Board of Directors to
such  committee.  It is expected,  that the Company's  Audit  Committee  will be
formed and will hold its first  meeting  sometime in the fiscal  period of 2006.
Prior to the initial meeting of the Audit Committee, the fees for audit services
were  approved by our board of  directors  and the full board met to discuss the
financials  statements  filed on Forms  10-QSB and  10-KSB.  At our first  Audit
Committee  meeting  the board of  directors  expects  to  establish  a policy to
pre-approve  all  audit  and  permissible  non-audit  services  provided  by our
independent auditors.  These services may include audit services,  audit-related
services,  tax services and other  services.  Pre-approval  will be provided for
these  services  for the next four  months.  The  Company's  board of  directors
expects to require the independent auditor and management to periodically report
to the  Audit  Committee  regarding  the  extent  of  services  provided  by the
independent  auditor  in  accordance  with  this  pre-approval.  It  is  further
expected,  that the  chair  of the  Audit  Committee  will  also be  authorized,
pursuant to  delegated  authority,  to  pre-approve  services on a  case-by-case
basis,  and that such approvals will be communicated to the full Audit Committee
at its next  meetings.  We believe  that Esther Yap & Co.'s  services  under the
category "All Other Fees" were  compatible  with Esther Yap & Co.'s  maintaining
its independence.


                                       23
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                   INDEX OIL AND GAS INC.


      Date: April 10, 2006                         By:  Lyndon West
                                                        ------------------------
                                                        Lyndon West
                                                        Chief Executive Officer


      Date: April 10, 2006                         By:  Andrew Boetius
                                                        ------------------------
                                                        Andrew Boetius
                                                        Chief Financial Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  directors of
Index Oil & Gas Inc. hereby constitutes and appoints Daniel Murphy, his true and
lawful attorney-in-fact and agent, with full power of substitution,  for him and
on his behalf and in his name,  place and stead, in any and all  capacities,  to
sign,  execute and file any and all  amendments  to this Form  10-KSB,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorney-in-fact  full
power and authority to do so and perform each and every act and thing  requisite
and  necessary to be done in and about the premises in order to  effectuate  the
same as full to all  intents  and  purposes  as he himself  might or could do if
personally   present,   thereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agent, or his substitute or substitutes,  may lawfully do
or cause to be done.

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


          Signature                          Title                    Date
------------------------------       -----------------------    --------------

Daniel Murphy                         Chairman of the Board     April 10, 2006
------------------------------
Daniel Murphy

Lyndon West                           Director                  April 10, 2006
------------------------------
Lyndon West

Andrew Boetius                        Director                  April 10, 2006
------------------------------
Andrew Boetius

Michael Scrutton                      Director                  April 10, 2006
------------------------------
Michael Scrutton

David Jenkins                         Director                  April 10, 2006
------------------------------
David Jenkins


                                       24
<PAGE>




                          INDEX TO FINANCIAL STATEMENTS


REPORT OF CHARTERED ACCOUNTANTS                                          F-2


AUDITED CONSOLIDATED BALANCE SHEET                                       F-3

CONSOLIDATED STATEMENTS OF OPERATIONS                                    F-4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY               F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS                                    F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            F-7 - F-13

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


<PAGE>
ESTHER YAP & CO. (AF1255) OMITTED]
CHARTERED ACCOUNTANTS (M)

SUITE B-13A-6, MEGAN AVENUE II,
12, JALAN YAP KWAN SENG, 50450 KUALA LUMPUR, MALAYSIA
Tel: +60(3) 2163-6112/ 2163-8112  Fax: +60(3) 2162-9288  Email: info@eyco.com.my
--------------------------------------------------------------------------------
                                     Member:  Malaysian Institute of Accountants
                                                The Malaysian Institute of CPA's

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and  Stockholders  of Index Oil & Gas, Inc.  [formerly
known as Thai One On, Inc.] and Subsidiary

We have audited the accompanying  consolidated balance sheet of Index Oil & Gas,
Inc.  [formerly  known as Thai One On, Inc.] and  Subsidiary  as of December 31,
2005  and  December  31,  2004  and  the  related  consolidated   statements  of
operations,  stockholders' equity and cash flows for the year ended December 31,
2005 and period from March 3, 2004  (Inception)  to  December  31,  2004.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Index
Oil & Gas,  Inc.  [formerly  known as Thai One On,  Inc.] and  Subsidiary  as of
December 31, 2005 and December 31, 2004, and the results of their operations and
their cash flows for the year ended  December  31, 2005 and period from March 3,
2004 (Inception) to December 31, 2004, in conformity with accounting  principles
generally accepted in the United States of America.

These  consolidated  financial  statements have been prepared  assuming that the
Companies will continue as a going concern.  The Company has suffered  recurring
losses from operations that raises substantial doubt about the Company's ability
to continue as a going concern.  The  consolidated  financial  statements do not
include any adjustments that might result from the outcome of this  uncertainty.
This is further explained in Notes 9 and 11 to the financial statements.

Esther Yap & Co.
Chartered Accountants
Kuala Lumpur, Malaysia
March 24, 2006


                                       F-2
<PAGE>
                                Index Oil & Gas
                           Consolidated Balance Sheet
                            As of December 31, 2005
                                   (Audited)
<TABLE>
<CAPTION>
                                                                    December 31        December 31
                                                                       2005                2004
                                                                    (Audited)           (Audited)
                                                                 ----------------     ---------------
                                   A S S E T S
                                   -----------
                                                     Note
<S>                                                                     <C>                   <C>
    Current Assets

           Cash and bank balances                                 $        10,018      $       50,434
           Due from directors                                     $             -      $        1,834
           Deposit and prepayment                                 $         3,482      $        2,625

                                                                  ----------------     ---------------

                 Total Current Assets                             $        13,500      $       54,893
                                                                  ----------------     ---------------


    Non - Current Assets

           Property, plant and equipment              5           $        10,000      $       27,440

                                                                  ----------------     ---------------
                 Total  Assets                                    $        23,500      $       82,333
                                                                  ================     ===============

                              L I A B I L I T I E S
                              ---------------------
    Current Liabilities
           Accruals                                               $         1,986      $        7,162
           Due to a director                                      $             -      $          756
                                                                  ----------------     ---------------

                 Total Current Liabilities                        $         1,986      $        7,918
                                                                  ----------------     ---------------

                 Total Liabilities                                $         1,986      $        7,918
                                                                  ----------------     ---------------


                      S T O C K H O L D E R S ' E Q U I T Y
                      -------------------------------------
         Common Stock

         75,000,000/ 25,000,000 authorized shares, par value $.001
         33,220,000/ 3,020,000 shares issued and outstanding
                                                                  $        33,220      $        3,020

         Additional Paid-in-Capital                               $        72,780      $      102,980

         Deficit accumulated during the development stage         $       (84,486)     $      (31,585)
                                                                  ----------------     ---------------

                 Total Stockholders' Equity                       $        21,514      $       74,415
                                                                  ----------------     ---------------
                 Total Liabilities and Stockholders' Equity       $        23,500      $       82,333
                                                                  ================     ===============

</TABLE>

                 See accompanying notes to Financial Statements.


                                      F-3


<PAGE>
                                 Index Oil & Gas
                      Consolidated Statement of Operations
                                    (Audited)
<TABLE>
<CAPTION>


                                                          From Inception       From Inception
                                                          (March 3, 2004)      (March 3, 2004)
                                        12 months Ended         to                  to
                                        December 31,         December 31,        December 31,
                                            2005                2004                 2005
                                          (Audited)          (Audited)           (Audited)
                                        ---------------  ------------------  ------------------
<S>                                           <C>               <C>                 <C>
Revenues:

     Revenues                           $       18,925   $          18,401   $          37,326

     Less:Cost of sale                  $       (5,296)  $          (5,419)  $         (10,715)
                                        ---------------  ------------------  ------------------

          Gross Profit                  $       13,629   $          12,982   $          26,611

Expenses:

     Administrative expenses            $       42,269   $          20,593   $          62,862
     Loss on Disposal of plant
      and equipment                     $        5,883   $               -   $           5,883
     Other operating expenses           $        2,584   $           3,320   $           5,904
     Staff costs                        $       15,729   $          20,643   $          36,372

          Total Expenses                $       66,465   $          44,556   $         111,021
                                        ---------------  ------------------  ------------------

          Net loss from Operations      $      (52,836)  $         (31,574)  $         (84,410)


Other Income and Expenses:
--------------------------

     Loss on Foreign Exchange           $          (65)  $               -   $             (65)
     Bank charges                       $            -   $             (11)  $             (11)
                                        ---------------  ------------------  ------------------

          Net Loss before Taxes         $       (52,901) $         (31,585)  $         (84,486)

Provision for Income Taxes:
---------------------------

     Income Tax Benefit                 $            -   $               -   $               -

          Net Income (Loss)             $      (52,901)  $         (31,585)  $         (84,486)
                                        ===============  ==================  ==================


Basic and Diluted Earnings
 Per Common Share                       $        (0.01)  $           (0.02)  $           (0.02)
                                        ---------------  ------------------  ------------------

Weighted Average number of
 Common Shares
 used in per share calculations              6,795,000           1,404,000           4,344,545
                                        ===============  ==================  ==================
</TABLE>



             See accompanying notes to Financial Statements.


                                       F-4
<PAGE>


                        Thai One On, Inc. and Subsidiary
                 Consolidated Statement of Stockholders' Equity
                                    (Audited)
<TABLE>
<CAPTION>


                                                                                             Deficit
                                    Number of                                              Accumulated
     Group & Company                 Shares             $0.001            Paid-In            uring the       Stockholders'
                                     in '000          Par Value           Capital        Development Stage     Equity
---------------------------   ------------------  -----------------  ------------------  ----------------  ---------------
<S>                                   <C>                <C>                 <C>                <C>              <C>


Balance, March 3, 2004                        -   $              -   $               -   $             -   $            -
(Inception date)
   March 3, 2004 -
   Stock Issued for Cash                  1,000   $          1,000   $           4,000   $             -   $        5,000
   October 27, 2004 -
Stock Issued for Cash                     2,020   $          2,020   $          98,980   $             -   $      101,000

Net Income (Loss)                             -   $              -   $               -   $       (31,585)  $      (31,585)

                               -----------------  -----------------  ------------------  ----------------  ---------------


Balance, December 31, 2004                3,020   $          3,020   $         102,980   $       (31,585)  $       74,415

 Share split                             30,200   $         30,200   $         (30,200)  $             -   $            -
Net Income  (Loss)                            -   $              -   $               -   $       (52,901)  $      (52,901)
                               -----------------  -----------------  ------------------  ----------------  ---------------

Balance December 31, 2005                33,220   $         33,220   $          72,780   $       (84,486)  $       21,514
                               =================  =================  ==================  ================  ===============
</TABLE>

             See accompanying notes to Financial Statements.


                                      F-5



<PAGE>

                                 Index Oil & Gas
                      Consolidated Statement of Cash Flows
                                    (Audited)
<TABLE>
<CAPTION>


                                                                                          From Inception      From Inception
                                                                                          (March 3, 2004)     (March 3, 2004)
                                                                        12 Months Ended          to                 to
                                                                       December 31, 2005  December 31, 2004  December 31, 2005
                                                                            (Audited)          (Audited)           (Audited)
                                                                       -----------------  -----------------  ------------------

<S>                                                                           <C>               <C>                 <C>
    Cash Flows from Operating Activities:

       Net Income (Loss)                                               $        (52,901)  $        (31,585)          $ (84,486)
             Adjustment for:
             Asset written off                                         $          9,219   $              -             $ 9,219
             Loss for Disposal of Plant & Equipment                    $          5,883                      $           5,883
             Depreciation                                              $          3,843   $          1,446   $           5,289
                                                                       -----------------  -----------------  ------------------
       Operating loss before working capital changes:                  $        (33,956)  $        (30,139)  $         (64,095)

       Account Receivables                                             $           (857)  $         (2,625)  $          (3,482)
       Account Payables                                                $         (5,176)  $          7,162   $           1,986
       Due from directors                                              $          1,078   $         (1,078)  $               -

                                                                       -----------------  -----------------  ------------------
    Net Cash Provided from Operating Activities                        $        (38,911)  $        (26,680)  $         (65,591)
                                                                       -----------------  -----------------  ------------------


    Cash Flows from Investing Activity:

       Purchase of property, plant and equipment                       $         (6,505)  $        (28,886)  $         (35,391)
       Proceeds from sale of Plant & Equipment                         $          5,000   $              -   $           5,000


                                                                       -----------------  -----------------  ------------------
    Net Cash Used in Investing Activity                                $         (1,505)  $        (28,886)  $         (30,391)
                                                                       -----------------  -----------------  ------------------


    Cash Flows from Financing Activity:

       Sales of Common Stock                                           $              -   $        106,000   $         106,000
                                                                       -----------------  -----------------  ------------------

    Net Cash Provided from Financing Activity                          $              -   $        106,000   $         106,000
                                                                       -----------------  -----------------  ------------------


    Net Increase in Cash                                               $        (40,416)  $         50,434   $          10,018
                                                                       -----------------  -----------------  ------------------

    Cash Balance,  Begin Period                                        $         50,434   $              -   $               -
                                                                       -----------------  -----------------  ------------------

    Cash Balance,  End Period                                          $         10,018   $         50,434   $          10,018
                                                                       =================  =================  ==================

    Supplemental Disclosures:
       Cash Paid for interest                                          $              -   $              -   $               -
                                                                       =================  =================  ==================
       Cash Paid for income taxes                                      $              -   $              -   $               -
                                                                       =================  =================  ==================

</TABLE>


       See accompanying notes to Financial Statements.

                                      F-6


<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS, AND BASIS OF PRESENTATION
-----------------------------------------------------------

Organization and Principal Business Activity
--------------------------------------------

Thai One On, Inc. ("the Company") was  incorporated  under the laws of the State
of Nevada on March 3, 2004 for the  purpose to  promote  and carry on any lawful
business for which a corporation may be incorporated under the laws of the State
of Nevada.  The Company has a total of 75,000,000  authorized  shares with a par
value of $.001 per share and with 33,220,000 shares issued and outstanding as of
December 31, 2005. The Company's  year end for  accounting  purposes is December
31.

In March,  2004, the Company  acquired its wholly-owned  subsidiary,  Thai Pasta
Enterprise Sdn. Bhd., a privately-held Malaysian company (the Subsidiary),  from
Au  E-Mun,  an  officer  and  director  at that  time,  at USD 1. The  Company's
restaurant  operations in Malaysia are  conducted  through the  Subsidiary.  The
Subsidiary  commenced  operations as a restaurant  operator known as Khanom Jeen
Restaurant [`the Restaurant'] in June, 2004.

The Company ceased its Subsidiary  operations  during the fourth quarter of 2005
by closing the  Restaurant  in  September  2005,  terminating  the lease for the
Restaurant in November 2005, and had begun focusing its efforts on restructuring
and refinancing. In addition, in November 2005, the Subsidiary sold a portion of
its surplus  assets that had been  utilized in  connection  with its Khanom Jeen
restaurant  for an  aggregate  sum of $5,000 to Mad About Food Inc., a privately
held company incorporated under the laws of Malaysia.

In November  2005,  the Company  changed its name from Thai One On Inc. to Index
Oil and Gas Inc.

As of December  31,  2005,  the Company has been unable to generate  significant
cash flows from its ceased Restaurant  operations.  As of December 31, 2005, the
Company  did not  fund  nor  attempt  to fund its  operations  through  investor
financing,  including  sales of common  stock and  exercise  of any  outstanding
warrants  or options.  Furthermore,  as of December  31,  2005,  the Company has
neither  attempted  to use debt to fund its  operations.  Until such time as the
Company is able to  generate  significant  cash flows  from  operations  through
increased  operational  revenue and sales,  it will be required to continue  its
reliance on investor financing and debt to fund its operations.

Management's Plans
------------------

Since its inception, the Company has incurred operating losses totaling over $84
thousand,  as of December 31,  2005,  and as of December 31, 2005 has ceased its
substantive operations. The ability of the Company to operate as a going concern
is dependent upon its ability (1) to obtain  sufficient  additional  debt and/or
equity capital and (2) generate significant revenues through its existing assets
and future  operating  business.  The  successful  outcome of future  activities
cannot be determined at this time and there are no assurances  that if achieved,
the  Company  will have  sufficient  funds to execute  their  business  plans or
generate  positive  operating  results.   These  issues,   among  others,  raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern. The financial statements do not include any adjustments relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

On January 20, 2006,  the Company  completed the  acquisition of Index Oil & Gas
Ltd. (the "Acquisition" and "Index UK"  respectively),  a private company formed
under the laws of the United Kingdom,  pursuant to certain Acquisition and Share
Exchange Agreements (collectively the "Agreements") entered  into on January 20,


                                       F-7
<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)

2006.  Pursuant to the Agreements,  the Company  acquired all of the outstanding
equity  stock and  warrants of Index UK from Index UK  Shareholders  and warrant
holders who held warrants to

subscribe for Index UK equity stock (the "Warrant Holders").  As a result of the
Agreements,  there  was a change  in  control  of the  Company.  For  accounting
purposes,  Index  Oil & Gas  Inc.  shall  be the  surviving  entity.  For a more
complete  description of the Acquisition of Index UK by the Company, see Note 11
- Subsequent Events.

Common Stock
-------------

A  total  of  1,000,000  shares  of  stock  were  issued  pursuant  to  a  stock
subscription  agreement  for  $0.005  per  share  for a total of  $5,000  to the
original officers and directors on March 3, 2004.

On October, 2004, the Company issued 2,020,000 shares of common shares of $0.001
per share, valued at $101,000 to certain private investors.

In November  2005,  the Company  increased  the number of  authorized  shares of
common stock from 25,000,000 to 75,000,000  shares.  In addition,  following the
increase  in the  number  of  authorized  shares of common  stock,  the  Company
completed an in-kind  dividend of 10 shares of common stock for every 1 share of
common stock held.

Development Stage Enterprise
----------------------------

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting  Standards  Board No. 7.  During the fiscal year ended  December  31,
2005, the company devoted all of its efforts in securing and  establishing a new
business,  and  its  planned  principal  operations  have  not  commenced,  and,
accordingly, limited revenue has been derived during the organizational period.

As of the fiscal  year ended  December  31,  2005,  the  Company did not have an
established  source of revenues  sufficient  to cover its  operating  costs that
raise substantial  doubt about its ability to continue as a going concern.  This
is further explained in Notes 9 & 11 to the Financial Statements.


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

Accounting Method
-----------------

The statements were prepared following generally accepted accounting  principles
of the United States of America consistently applied.

Management Certification
------------------------

The financial  statements herein are certified by the officers of the Company to
present fairly, in all material  respects,  the financial  position,  results of
operations  and  cash  flows  for the  periods  presented,  in  conformity  with
accounting  principles  generally  accepted  in the  United  States of  America,
consistently applied.

Consolidation
-------------

The consolidated  financial  statements include the financial  statements of the
Company and it's wholly owned  Subsidiary,  Thai Pasta  Enterprise  Sdn. Bhd., a
company  incorporated in Malaysia.  All significant  inter-company  balances and
transactions have been eliminated in consolidation.


                                       F-8
<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)


Federal Income Tax
------------------

The Company has adopted the provisions of Financial  Accounting  Standards Board
Statement No. 109,  Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the  provisions of the Financial  Accounting  Standards  Board
Statement No. 109,  "Accounting  for Income Taxes",  which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary  differences  between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  on
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.

Foreign Currency Translation
----------------------------

The  Company  has  adopted  Financial  Accounting  Standard  No. 52.  Assets and
liabilities of operations in foreign  countries are translated into U.S. dollars
using both the exchange  rate in effect at the balance  sheet date or historical
rate, as  applicable.  Results of operations  are  translated  using the average
exchange rates  prevailing  throughout the period.  The effects of exchange rate
fluctuations on translating  foreign  currency assets and liabilities  into U.S.
dollars are included in stockholders'  equity  (Accumulated other  comprehensive
loss),  while gains and losses resulting from foreign currency  transactions are
included in operations.

Earnings per Common Share
-------------------------

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic  earnings  per share are  computed  on the basis of the  weighted  average
number of common shares outstanding during each year.

Diluted  earnings per share are  computed on the basis of the  weighted  average
number of common shares and dilutive securities outstanding. Dilutive securities
having an  anti-dilutive  effect on diluted earnings per share are excluded from
the calculation.

Dividends
---------

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid during the periods shown.


Cash and Cash Equivalents
--------------------------

The Company  considers  all highly  liquid debt  instruments  with a maturity of
three  months or less at the time of purchase to be cash  equivalents.  Cash and
cash equivalents consist of checking accounts and money market funds.


                                       F-9
<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)


Fair Value of Financial Instruments
-----------------------------------

The  carrying  amounts  of  financial   instruments   including  cash  and  cash
equivalents,   accounts  receivable  and  payable,  accrued  and  other  current
liabilities and current  maturities of long-term debt  approximate to fair value
due to their short maturity.

Segment Information
--------------------

Segment information is presented in accordance with SFAS 131,  Disclosures about
Segments of an Enterprise and Related  Information.  This standard is based on a
management  approach,  which  requires  segmentation  based  upon the  Company's
internal  organization and disclosure of revenue based upon internal  accounting
methods.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
------------------------------------------

In January 2003, the FASB issued FASB  Interpretation No.  46,"Consolidation  of
Variable Interest Entities,  and an Interpretation of ARB No. 51 ("FIN 46"). FIN
46 requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties.  FIN 46 is effective for all
new variable  interest  entities created or acquired after January 31, 2003. For
variable  interest  entities  created or acquired prior to February 1, 2003, the
provisions  of FIN 46 must be applied  for the first  interim  or annual  period
beginning  after June 15, 2003.  The Company does not expect the adoption of FIN
46 to have an  impact on its  consolidated  financial  position  or  results  of
operations.

In April 2003,  the FASB  issued SFAS 149,  "Amendment  of  Statement  No.133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends certain portions
of SFAS 133 and is effective  for all contracts  entered into or modified  after
June  30,  2003 on a  prospective  basis.  SFAS  149 is not  expected  to have a
material  effect on the  results of  operations  or  financial  position  of the
Company since the Company currently has no derivatives or hedging contracts.

In June 2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity".  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
150 is effective for financial  instruments  entered into or modified  after May
31, 2003,  and  otherwise is  effective  at the  beginning of the first  interim
period beginning after June 15, 2003. SFAS 150 is not expected to have an effect
on the Company's financial Position.

NOTE 4 - INCOME TAXES
---------------------

Deferred  taxes are  classified  as current  or  non-current,  depending  on the
classification  of the assets and  liabilities  to which they  relate.  Deferred
taxes  arising  from  timing  differences  that are not  related  to an asset or
liability are classified as current or  non-current  depending on the periods in
which the timing  differences  are expected to reverse.  The Company's  previous
principal  temporary  differences  relate to revenue  and  expenses  accrued for
financial purposes,  which are not taxable for financial reporting purposes. The
Company's material temporary differences consist of bad debt expense recorded in
the financial statements that is not deductible for tax purposes and differences
in the depreciation  expense calculated for financial statement purposes and tax
purposes.

                                      F-10
<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)

Note 5 - Plant and Equipment
-----------------------------

Plant and  equipment at December 31, 2005 and December 31, 2004  consists of the
following:
<TABLE>
<CAPTION>
                                                      2005            2004       Estimate Useful Lives
   ---------------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>              <C>
   Computers                                    $            -            789              5 years
   Furniture and fixtures                       $       11,548          9,662             10 years
   Utensils                                     $          222            490              2 years
   Renovation                                   $            -          6,683             10 years
   Kitchen Equipment                            $            -         10,936             10 years
   Office Equipment                             $            -            326              5 years
                                                -----------------------------
                                                $       11,770         28,886
   Less: Accumulated depreciation               $       (1,770)        (1,446)
                                                -----------------------------
   Plant and equipment, net                     $       10,000         27,440
                                                -----------------------------
</TABLE>
Plant  and  equipment  are  stated  at cost less  accumulated  depreciation  and
impairment losses.

Depreciation  expense  for the year  ended  December  31,  2005 was  $3,843  and
December 31, 2004 was $1,446.

The Company sold various assets to a private third party at a 70% discount for a
total of $5,000.00. Value of the remaining assets was written down to $10,000.



NOTE 6 - LOAN FROM STOCKHOLDERS
-------------------------------

As of December 31, 2005, there are no loans to the Company from any stockholder.


NOTE 7 - RELATED PARTY TRANSACTIONS
-----------------------------------

As of December 31, 2005,  there are no related  party  transactions  between the
Company and any officers.

NOTE 8 - STOCK OPTIONS
----------------------

The  Company  applies  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
Accounting  for Stock  Issued to  Employees,  and  Related  Interpretations,  in
accounting  for stock options  issued to employees.  Under APB No. 25,  employee
compensation  cost is recognized  when  estimated  fair value of the  underlying
stock on date of the grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees,  the Company applies SFAS No. 123,
Accounting  for  Stock-Based  Compensation,  which  requires the  recognition of
compensation  cost based upon the fair value of stock  options at the grant date
using the Black-Scholes option pricing model.

The following table  represents the effect on net loss and loss per share if the
Company had applied the fair value based method and  recognition  provisions  of
Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for


                                      F-11
<PAGE>
                              INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)

Stock-Based  Compensation",  to stock-based  employee  compensation for the year
ended  December 31, 2005 and period from March 3, 2004  (Inception)  to December
31, 2004:

                                                           2005          2004
--------------------------------------------------------------------------------
Net loss, as reported                                $   (52,901)       (31,585)
Other comprehensive income                           $         -              -
                                                     ---------------------------
Pro forma net loss                                   $   (52,901)       (31,585)
                                                     ===========================
Net loss per common share:

Basic and fully diluted loss per share, as reported  $    (0.01)          (0.02)
                                                     ===========================
Basic and fully diluted loss per share, pro forma    $    (0.01)          (0.02)
                                                     ===========================

There were no stock  options  granted for the year ended  December  31, 2005 and
period  from  March  3,  2004  (Inception)  to  December  31,  2004.  There  are
additionally no written or verbal  agreements  related to the sale of any stock,
option or warrants of the Company's common stock.


NOTE 9 - GOING CONCERN
----------------------

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However, the Company does not have significant cash or other material
assets, nor does it have an established  source of revenues  sufficient to cover
its operating costs that raise  substantial  doubt about its ability to continue
as a going concern (see note 11).


NOTE 10 - LITIGATION
--------------------

As of  December  31,  2005,  the  Company is not aware of any current or pending
litigation which may affect the Company's operations.


NOTE 11 - SUBSEQUENT EVENTS
---------------------------

There were no other  material  subsequent  events that have  occurred  since the
balance sheet date that warrants disclosure in these financial  statements other
than the following:

On January 20, 2006,  the Company  completed the  acquisition of Index Oil & Gas
Ltd (the  "Acquisition" and "Index UK"  respectively),  a private company formed
under the laws of the United Kingdom,  pursuant to certain Acquisition Agreement
and Share Exchange  Agreements  (collectively the "Agreements")  entered into on
January 20, 2006.  Pursuant to the Agreements,  the Company  acquired all of the
outstanding equity stock and warrants of Index UK from Index UK Shareholders and
warrant  holders who held  warrants to subscribe  for Index UK equity stock (the
"Warrant Holders").  As consideration for the acquisition of the shares of Index
UK, the Company issued an aggregate of 22,615,552 shares of common stock, $0.001
par value (the  "Common  Stock") and  1,092,676  warrants to purchase  shares of
Common Stock of the Company to the shareholders of Index UK and Warrant Holders.
Furthermore,  as part of the  Acquisition,  759,448  shares of Common Stock were
reserved for issuance by the Company.  As a result of the Acquisition,  Index UK
has become a wholly-owned subsidiary of the Company.


                                      F-12
<PAGE>
 7                             INDEX OIL & GAS INC.
                                 AND SUBSIDIARY
                             [fka THAI ONE ON, INC.]
                    NOTES TO FINANCIAL STATEMENTS (continued)

In addition,  the Company also completed a private placement on January 20, 2006
for 8,533,333  shares of $0.001 par value common stock of the Company at a price
of $0.60 per share for the aggregate sum of $5,120,000.

Furthermore,  in January 2006 an aggregate amount of 10,128,333 shares of common
stock held by the former directors and officers of the Company were retired, and
were  subsequently  cancelled by the Company's  transfer agent, West Coast Stock
Transfer, on March 3, 2006.

As contemplated by the  Acquisition  Agreement,  following the completion of the
Acquisition,  the  Company's  Board of  Directors  agreed to the adoption of the
Stock Option Plan and ratified it on March 14, 2006  effective as of January 20,
2006,  providing  for the issuance of up to 5,225,000  shares of Common Stock of
the Company to the officers, directors, employees and consultants of the Company
and / or its  subsidiaries.  Pursuant  to the Stock  Option  Plan,  the  Company
granted options to purchase an aggregate of 4,577,526  shares of common stock at
$0.35 per share to the newly appointed  directors and officers that held options
to  purchase  ordinary  shares  of  Index  UK  prior  to the  completion  of the
acquisition,  as well as to the newly  appointed  directors  and officers of the
Company.

The principal  terms and conditions of the stock options granted under the Stock
Option Plan are that vesting of the options  granted to Directors of the Company
occurs in three  stages:  (1) 50% on January  20,  2006;  (2) 25% on January 20,
2007;  and (3) 25% on January 20, 2008. The options  granted are  exercisable at
$0.35 per share.  Furthermore,  the stock options granted under the Stock Option
Plan are generally non transferable  other than to a legal or beneficial  holder
of the  options  upon the  option  holder's  death.  The  rights to  vested  but
unexercised  options  cease to be  effective:  (1) 18 months  after death of the
stock options  holder;  (2) 6 months after Change of Control of the Company;  12
months after loss of office due to health related  incapacity or redundancy;  or
(5) 12 months after the  retirement  of the options  holder from a position with
Index Oil.

Of the options to purchase an aggregate of 4,577,526 shares of common stock that
were granted,  the following stock options have been granted to directors of the
Company:

         Lyndon West                1,482,584 options
         Andrew Boetius             1,482,584 options
         Daniel Murphy              1,110,871 options
         David Jenkins              200,112 options
         Michael Scrutton           301,375 options

Furthermore,  the Company granted bonus awards,  in the form of shares of common
stock of the Company as follows:  101,265 to Mr. Lyndon West and 101,264 to each
of Messrs.  Andrew  Boetius  and David  Jenkins,  in  consideration  of Index UK
reaching certain performance objectives.


                                      F-13
<PAGE>
                  List of Subsidiaries of Index Oil & Gas Inc.

1.   Thai One On, Inc.  (As of the current date the  subsidiary  has no material
     business operations).

                  List of Subsidiaries of Index Oil & Gas Ltd.

1.   Index Investments North America Inc.*

2.   Index Oil & Gas (USA) LLC*, and

3.   Index Offshore LLC* ( collectively the "Subsidiaries").

* The Subsidiaries' head office is located at: 10,000 Memorial Drive, Suite 440,
Houston, Texas 77024.



                                  End of Filing