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

                        AMENDMENT NO. 1
                         FORM 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the year ended December 31, 2004

[ ]Transition report Pursuant to Section 13 or 15(d) of the Exchange Act

              Commission File Number: 333-115776
                         THAI ONE ON, INC.
  ----------------------------------------------------------
         (Name of Small Business Issuer In Its Charter)

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

   29, Jalan USJ 10/1F, Subang Jaya
      Selangor, Malaysia
---------------------------------------     -------------
(Address of principal executive offices)      (Zip Code)

                          603-5635-8969
               --------------------------------
                 (Issuer's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $0.01

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 herein, 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.  [X]

We had total revenues of $18,401 for the fiscal year ended December 31, 2004.
At December 31, 2004, 2,020,000 shares of our common stock were held by non-
affiliates. At December 31, 2004, these shares had no market value, as our
securities are not currently listed or trading on any national exchange.
Issuer had a total of 3,020,000 shares of Common Stock issued and outstanding
at December 31, 2004.

Some exhibits required to be filed hereunder, are incorporated herein by
reference to Issuer's original Form 10-SB Registration Statement, filed under
CIK Number 0001289255 on May 24, 2004 on the SEC website at www.sec.gov.

<PAGE>                                     1

                      Forward Looking Statements
                      --------------------------
In addition to historical information, this Annual Report on Form
10-KSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to the
our future operations and prospects, including statements that
are based on current projections and expectations about the markets in
which we operate, and our Management's beliefs concerning future
performance and capital requirements based upon current available
information.  Such statements are based on Management's beliefs, as
well as assumptions made by and information currently available to
Management.  When used in this document, words like "may", "might",
"will", "expect", "anticipate", "believe", and similar expressions are
intended to identify forward looking statements.  Actual results could
differ materially from Management's current expectations.  For
example, there can be no assurance that additional capital will not be
required or that additional capital, if required, will be available on
reasonable terms, if at all, at such times and in such amounts as
we may need for continued business operations.

Our Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB,
Current
Reports on Form 8-K and all amendments to those reports that we file
with the Securities and Exchange Commission, or SEC, are available at
the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the
public reference room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a website at www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers
that file electronically with the SEC.


                             PART I
                             ======
Item 1. Business
----------------
General
-------
General Information
-------------------
Thai One On, Inc. was incorporated in the State of Nevada on March 3,
2004. We were formed to engage in the restaurant business in Malaysia.
In March, 2004, we acquired 100% ownership in a privately-held company
incorporated under the laws of Malaysia under the name of Chinadoll Inc.
Sdn. Bhd. The corporation was formed in by Evon Au and Evelyn Au, sisters
and officers and directors, to use for a private business, which they
never started. Evon and Evelyn Au assigned all of their right, title and
interest in and to the corporation to us at no cost. On March 30, 2004,
the name of the corporation was changed from Chinadoll Inc. Sdn.Bhd. to
Thai Pasta Enterprise Sdn. Bhd. and it is the entity which operates our
restaurant in Malaysia (the wholly-owned Subsidiary).


                                     2
<PAGE>

On June 21, 2004, we opened our first restaurant in Taipan, Selangor,
Malaysia. We are planning to open additional restaurants if our first
location is successful and when revenues are sufficient to support
expansion. We will attempt to locate all of our restaurants within a
one-hour drive of our current restaurant location in Taipan, Selangor,
Malaysia.

Our fiscal year end is December 31.

Overview of Current and Proposed Expansion of Business Operations
-----------------------------------------------------------------
We own and operate a themed restaurant in Taipan, Selangor, Malaysia
called "Khanom Jeen".  We are planning to open additional restaurants
as and when we generate enough revenues and the funds are available to
do so. We will attempt to secure location for new restaurant(s) within
a one-hour drive of our current restaurant. The approximate population
of our target market area is 4,190,000 people.  We will attempt to
lease space for all of our proposed restaurants in high traffic
locations, such as shopping malls and densely populated settings. We
intend to utilize a cluster strategy, wherein we will attempt to find
other restaurant locations that fall within a 20-25 mile radius of our
initial location, which will act as a commissary, distributing basic
ingredients and supplies to the other locations, thereby reducing
delivery costs and allowing the bulk purchase of supplies at a lower
cost. Once a second location is secured, we intend to lease a delivery
vehicle to deliver supplies between our restaurants. Our restaurants
will offer modest pricing and cater to the local working and residential
population.

The Khanom Jeen Concept and Strategy
------------------------------------
Concept Development: Our theme is to establish a chain of restaurants
decorated to reflect life in Thailand.  The themes in the locations
will vary, incorporating different aspects of living in Thailand -
i.e., the first restaurant is designed around a river theme,
incorporating water, bamboo and lotus flowers, with the subsequent
two restaurants incorporating a city theme and a rice paddy theme.
The restaurants will all be geared mainly toward lunch and dinner
sittings, serving primarily noodle dishes and salads; however, a
small breakfast menu will also be offered. Our restaurants will
emphasize fresh ingredients, affordable prices, consistent quality
and an exotic, visually appealing atmosphere. The restaurants will
seek to attract patrons who live and work nearby and, on a repeat
basis, who will be able to comfortably and efficiently enjoy a wide
variety of fresh Thai dishes at affordable prices.

In identifying a potential market niche, we took into consideration the
number of Malaysians who visit Thailand annually and the number of
Thai restaurants in urban settings along with the frequency with which
modestly priced consumer food services are utilized on a daily basis.
We believe that the appeal of a modestly priced unique alternative to
local fast food and the exotic, appealing decor and fresh foods will
be significant advantages in our attempts to penetrate this niche market.

                                      3
<PAGE>

Competitive Differentiation: We are seeking to establish a niche in
between local fast food restaurants and traditional Thai restaurants.
Our restaurant provides a menu offering fresh-cooked exotic foods, with
quick service at affordable prices.  We are seeking to attract customers
who are tired of standard local fast food and desire a quick, quality,
modestly priced exotic meal.  Our menu does not include items that
require complicated preparation or lengthy cooking times, as do most
current Thai food restaurants.

The Menu: The restaurant's decor notwithstanding, our primary focus is
on our food offerings, where we seek to have high quality, fresh
ingredients to attract customers and repeat business.  The menu consists
of the following five main categories:

1. Khanom Jeen Noodles:  The foundation of 80% of the menu.  These
noodles are commonplace in Thai cuisine.  Made from rice flour and
sometimes referred to as "Thai Spaghetti" they are often a substitute
for rice in Thailand, but are a relatively new concept to Thai
restaurants in Malaysia and North America. The noodles will be made
fresh daily and will be served with a variety of Thai curries, salads
and soups, specifically chosen for their unique flavors and not commonly
found in Royal Thai cuisine (the type of dishes generally served
at the majority of Thai themed restaurants).  The average price in
Malaysia for our entrees is 11 Ringgit (approximately US $2.50).

2. Curries:  The recipes used reflect the Malay influence on southern
Thai cuisine.  These are not typically found in restaurants serving
Royal Thai Cuisine and perfectly compliment the fresh rice noodles.
The curries can be broken down into pastes that form the foundation of
each dish.  These pastes are made in house to protect the security of the
recipe, as well as for ease of production.  The pastes can be stored for
up to one month and distributed to our other locations to be re-combined
to make the finished dishes.

3. Tom Yum:  Tom Yum is one of the most popular items on a Thai menu and
is consumed more than any other dish by Malaysians.  Our Tom Yum has
been refined and will be recombined from a pre-made paste like the
curries.

4. Other Dishes:  We alsoserve various fresh salads, as well as a few
main dish alternatives for those who prefer not to have Khanom Jeen, and,
of course, a variety of desserts.

5. Breakfast:  We believe there is a market for the simplicity of toast
and custard, which is a very popular meal in Malaysia, served with
coffee in the morning. Our restaurant provides set menus including
main dishes, side dishes and desserts that will change weekly, along
with promotions of unique street style foods on a monthly basis to
introduce variety, but the menu will always remain lean and focused
primarily on our Khanom Jeen products.

We do not initially intend to obtain a beer and wine license for any
of our restaurants, but may reconsider in the future, if profitability
is significantly affected by not serving alcoholic beverages.

                                  4
<PAGE>
Food Preparation and Delivery
-----------------------------
We believe that ease of food preparation and delivery is an essential
key to our success.  While some restaurants require highly compensated
and extensively trained chefs, the simple foods served at our
restaurant is prepared using a basic process that requires only minimal
training time. This simplicity allows all of our menu items to be
served with minimal preparation, while maintaining consistency, quality
and freshness, which we feel are the most important aspects of any
restaurant.  We view this efficient and effective process as critical
to our success.

Plan of Operation
-----------------
The Khanom Jeen restaurant concept has been adapted for two versions
requiring different space arrangements to allow flexibility in site
selection and maximum market penetration.  These versions include
mall food court locations requiring 350-500 square feet; and, sit
down restaurants requiring 1,500-1,700 square feet. We intend to
establish our first restaurant location and once it is running and
the public is familiar with the Khanom Jeen brand, and when funds
allow, we intend to expand into other restaurant locations, as well
as mall food courts.  There is limited set up to food court
locations, as the costs of furniture restrooms, kitchens, etc. are
not required. The space rent in these locations is generally higher;
however, it is easily offset by the volume of traffic generated in
the mall. Promotion will be "piggy-backed" off the existing
restaurants. Once the brand name and type of food is known, we feel
customers will recognize it while eating in mall food courts and will
choose our outlet. Furthermore, malls with food courts generally offer
advertising in their various publications for tenants, which we would
take advantage of, if affordable.

Operations, Management and Employees
------------------------------------
Our ability to manage multiple locations will be central to our overall
success.  While our President and CEO has extensive restaurant and multi-
location restaurant experience, we acknowledge that our management must
include highly skilled personnel at all levels.  At the individual
location level, we will place specific emphasis on the position of
general manager and will seek employees with significant restaurant
experience and management expertise for new locations as and when we
have the funds to expand and open new restaurants. The General Manager
of each restaurant will report directly to the President and CEO. We
will strive to maintain quality and consistency in each of our locations
through the careful training and supervision of personnel and the
establishment of, and adherence to, high standards relating to
personnel performance, food and beverage preparation, and maintenance
of our facilities.  We believe that we will be able to attract high
quality, experienced restaurant and retail management personnel by
paying competitive wages and salaries.  Staffing levels will vary
according to the time of day and size of the restaurant, but, in
general, we estimate each location will require between 8 and 25
employees.

                                  5
<PAGE>
All managers will be required to complete a training program, during
which they will be instructed in areas such as food quality and
preparation, customer service, preparation of our menu items and
employee relations. An "Opening Team" will spend between 4 and 6 weeks
at a new location training personnel.  Management will strive to
instill enthusiasm and dedication in its employees, regularly solicit
employee suggestions concerning operations and will endeavor to be
responsive to employee concerns.  In addition, we intend to implement
programs designed to recognize and reward employees for superior
performance.

Marketing and Promotion
-----------------------
We utilize a variety of marketing materials to inform the public
about our restaurants.  These may include:

1.    Word of Mouth/In-Store Marketing:

       -    Table tents

       -    Wall posters

       -    Outdoor marquee message changed weekly

       -    Grand Opening celebrations - each new location will have an
            outdoor marquee and road sign announcing that something "new
            and exciting" is coming to the neighborhood.  Once the shell
            of a new location is complete, we will begin mounting large
            banners announcing that it will open soon.  At the grand
            opening, we will attach rows of pennants and pole lights to
            attract attention.  All of this is low cost and generally
            proven to be highly successful in attracting new business.

       -    Charity Parties - We intend to host both a VIP lunch and
            dinner before each Grand Opening to benefit local charities.
            This will serve the dual purpose of training our staff and
            introducing us to the community.  The list of individuals/
            charitable groups  that will be invited will come from the
            local Chamber of Commerce.  We will also choose one local
            charity to be the beneficiary of each event. All guests will
            receive an invitation for themselves and one other, to
            attend the event free-of-charge.  All we will ask of each
            guest is that they make a donation to the hosting charity.

2.    Local Reward Marketing:

      -     Free meal of the day after 10 visits to the restaurant-
            loyalty reward system

3.    Local Media:

      -     Direct mail pieces containing interior pictures of the
            restaurant, menu pricing, an explanation of the concept
            and a map with directions.

                                       6
<PAGE>
      -     Radio campaign, complete with live remotes in the parking
            lot.  We will pick the three top local stations to
            broadcast a short, catchy ad.  We will also sponsor radio
            call-in contests with free meal coupons as the prize and
            will trade complimentary dinners for radio time. We will
            also make presentations of our food to disc jockeys during
            live broadcasts to get their reactions broadcast to the
            listening audience.

      -     Newspaper campaign, placing several large ads throughout the
            month to explain our concept to the local area.

Since opening our first location in June, business has been slow.
We began our marketing campaign. In October We have had several
articles which appeared in the local newspapers and are distributing flyers to
the surrounding neighborhoods and offices; as well as sending email and fax
broadcasts announcing our new restaurant to local businesses.

Suppliers and Raw Materials
---------------------------
All of our food and supplies are procured from local suppliers in
Malaysia. Some of our main materials and suppliers are as follows:

F & N Coca Cola (M) Sdn Bhd           Cola products, sodas and waters

Seri Trading                          Thai Palm Sugar, Fish Sauces and
                                      Tiparos Vinegar

Guinness Anchor                       Beer products

Chempro Technology                    Soaps and detergents

Needpoint Sdn Bhd                     Paper products

There are many other suppliers of these and other products we use in
the area of Malaysia where we conduct businesses. As a result, we do
not expect any shortages of any of the supplies or raw materials we
use in our restaurant business.

Patents and Trademarks
----------------------
We do not currently have any patent or trademark protection, but are
looking into the cost and affordability of protecting the name Khanom
Jeen as a trademark. If we determine it is feasible to file for such
trademark protection, we still have no assurance that doing so will
prevent competitors from using the same or similar names, marks,
concepts or appearance.


                                 7
<PAGE>






Competition
-----------
The food service industry is intensely competitive with respect to food
quality, concept, location, service and price.  In addition, there are
many well-established food service competitors in the areas we intend to
do business, with substantially greater financial and other resources,
including but not limited to established businesses and loyal customers.
We believe that we will be competing with other full-service dine-in
restaurants, take-out food service companies, fast-food restaurants,
delicatessens, cafeteria-style buffets, and prepared food stores, as
well as with supermarkets and convenience stores.  Competitors include
national, regional, and local restaurants, purveyors of carryout food,
and convenience dining establishments.

Competition in the food service business is often affected by changes in
consumer tastes, national, regional and local economic and real estate
conditions, demographic trends, traffic patterns, the cost and
availability of labor, purchasing power, availability of product and
local competitive factors. We will attempt to manage or adapt to these
factors, but realize that some or all of these factors could cause our
proposed business plans to fail or revenues to be adversely affected.

Our pricing policy was established by canvassing the area of other
related diner-type operations, maintaining a pricing structure that is
competitive after factoring in labor, food and operating cost for each
location.  We believe that our distinctive concept, attractive price-
value relationship and quality of food and service differentiates us
from our competitors.  While we believe that our restaurant is
distinctive in design and operating concept, we are aware of restaurants
that operate with similar, but not the same concepts and designs.

Government and Industry Regulation
----------------------------------
Restaurants are subject to licensing and regulation by state and local
health, sanitation, safety, fire and other authorities and are also
subject to state and local licensing and regulation of the sale of
alcoholic beverages and food.  Difficulties in obtaining or failure
to obtain required licenses and approvals will result in delays in,
or cancellation of, the opening of a restaurant.  Food and alcoholic
beverage licenses are also subject to suspension or non-renewal if
the granting authority determines that the conduct of the holder does
not meet the standards for initial grant or renewal.  We have applied
for and received a fire permit and a business license for our first
restaurant; no other permits or licenses are required. We will
comply with all relevant licensing and regulations applicable to the
opening of each location.

                                     8
<PAGE>


Employees and Employment Agreements
-----------------------------------
We currently have 4 waitresses and 4 kitchen staff, in addition to
a head chef on our restaurant payroll. In addition, we have our
three officers and directors, Evon Au and Au E-Mun devote, who
devote full time to our business operations and David Knapfel, who
devotes part time. None of these officers and directors are presently
compensated for their services and do not have employment agreements
with us. We presently do not have pension, health, annuity, insurance,
stock options, profit sharing or similar benefit plans; however, we
may adopt such plans in the future. There are presently no personal
benefits available to any officers, directors or employees.

Item 2. Properties
        ----------
We do not currently own any property. On April 30, 2004, we entered
into a Tenancy Agreement with Ng Chuan Seng, an unrelated third party,
to lease restaurant space consisting of approximately 1700 sq. ft. in
Taipan, Selangor, Malaysia. The lease term is for a period of two years,
with a 2-year option to renew at competitive market rental rates at time
of renewal. The monthly rental rate is approximately $1,100 U.S. The
lease term commenced on June 1, 2004, with one month free rent to allow us
to make the necessary leasehold improvements to conduct our business. We
conduct our business operations from the restaurant location.

Item 3. Legal Proceedings
        -----------------
We currently have no pending or threatened legal proceedings against us.


Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
There were no matters submitted for a vote to the security holders during
the three months ended December 31, 2004.


                             PART II
                             =======

Item 5. Market for Registrant's Common Stock and Related Stockholder
        Matters
        ------------------------------------------------------------
Our Common Stock, par value $.001, is not yet listed or quoted on any
national market exchange. We have applied for listing on the OTC Bulletin
Board; however our application is in process and pending completion.

As of December 31, 2004 there were approximately 37 holders of
record of our Common Stock.

                                      9
<PAGE>






A total of 1,000,000 shares are held by our officers and directors, all of
which are restricted securities, as that term is defined in Rule 144 of the
Rules and Regulations of the Securities and Exchange Commission, promulgated
under the Act. Under Rule 144, such shares can only be publicly sold, subject
to volume restrictions and certain restrictions on the manner of sale,
commencing one year after their acquisition. A total of 2,020,000 of the
issued and outstanding shares were sold in a public offering registered
 with the SEC on a Form SB-2 registration statement, and are unrestricted
securities and may be publicly sold at any time, without restriction.

We have not paid any cash dividends to the holders of our Common Stock since
inception.  We currently intend to retain any earnings for internal cash flow
use.

At December 31, 2004, there were no equity compensation plans approved or
outstanding and no stock options granted or outstanding.


Item 6. Management's Discussion and Analysis of Financial Condition
        and Results of Operations
        ------------------------------------------------------------
Results of Operations
---------------------
Since we were only incorporated on March 3, 2004, no prior year's
comparisons are made in this annual report. For the year ended December 31,
2004, we incurred a net operating loss of $31,574. Our total operating
expenses for the year ended December 31, 2004 were $44,556. These expenses
consisted primarily of salaries and start-up fees associated with the
opening of our first restaurant location in June 2004. In addition, we
purchased ovens, refrigerators, a coffee machine, sinks and shelving.

Liquidity and Capital Resources
-------------------------------
We expect our current cash in the bank of $50,434 at December 31, 2004 and
as of the date of the filing of this annual report, plus revenues we expect
to derive from business operations to satisfy cash requirements for our
business operations for at least the next 12 months without having to
raise additional funds or seek bank loans. Our total revenues from operations
for the year ended December 31, 2004 were $18,401.

In October 2004, we completed an initial public offering of our securities,
which was registered with the SEC on a Form SB-2 registration statement, and
raised a total of $101,000. Our complete plan of operation and use of those
proceeds can be found in the registration statement, filed on the SEC website
at www.sec.gov, under our SEC File Number 333-115776.

Net cash provided by financing activities since inception on March 3, 2004
was $106,000, $101,000 of which were the total proceeds raised in our initial
public offering and $5,000 of which were the total proceeds raised from the
private sale of stock to our officers and directors.

                                       10

<PAGE>


In the event we are unable to generate revenues sufficient for our continued
operations, we may need to consider raising additional funds through loans
or the sale of additional equity securities for use in our day-to-day
operations.  Currently, no such loans or equity sales are planned.

Our auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern; however,
they also advised that the going concern opinion is expected to be alleviated
once we have an established business, have accomplished predictable levels of
expenditure and have attained the financing or income to support those
expenditures for a period in excess of one year.

Plan Of Operation
-----------------
We opened our first restaurant location in June 2004 and are continuing to
gain new and repeat customers. Business has been slow, but seems to be
picking up weekly. We currently have 4 waitresses and 4 kitchen staff, in
addition to a head chef. Our hiring and training costs were minimal, as our
first workers were hired strictly by word of mouth.

During 2005, we intend to seek other viable locations to repeat the process
for an additional one to three restaurants, to be opened as funds allow.
The costs estimated to secure and open these additional locations will be
from $60,000 -130,000 US.

Initially, our advertising and marketing focus has been directed to areas
where the costs are minimal, such as preparing and handing out flyers to
local businesses and residences announcing our new restaurant and its
unique features and competitive pricing. We strive to satisfy our customers,
as we believe that satisfied clients will bring more and repeat customers.
In that regard, we have been maintaining contact with our regular customers
via email and mail regarding new promotions and discounts. In addition,
through word of mouth, we have attracted personnel from local media to our
restaurant, which has resulted in 9 reviews being printed in various
newspapers and magazines in Malaysia about our restaurant and menu.

In the next 12 months, we do not intend to spend any substantial funds on
research and development and do not intend to purchase any large equipment,
other than small appliances, kitchen utensils and supplies for our
restaurant(s).

We do not intend to hire any new employees during the ensuing year, unless
we open another location or to fill vacancies in our current staff.

Item 7. Financial Statements.
        --------------------
Following are our audited financial statements for the year ended
December 31, 2004.



                                       11


<PAGE>
















                  THAI ONE ON, INC. AND SUBSIDIARY
                  (A Development Stage Enterprise)


                       FINANCIAL STATEMENTS


                        December 31, 2004

                           (Audited)








                      Esther Yap & Co. (AF1255)
                        Chartered Accountants
                   Suite B-13A-6, Megan Avenue II
                        12, Jalan Yap Kwan Seng
                    50450 Kuala Lumpur, Malaysia







                                       12









<PAGE>


                          Esther Yap & Co. (AF1255)
                            Chartered Accountants
                       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: esther_yap@time.net.my

                                    Member:  Malaysian Institute of Accountants
                                    The Malaysian Institute of CPA's

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of Thai One On, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Thai One On,
Inc. and Subsidiary as of December 31, 2004 and the related consolidated
statements of operations, stockholders' equity and cash flows for the 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 Thai One On, Inc. and Subsidiary as of December 31, 2004, and the results
of their operations and their cash flows for the 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 Note 5
to the financial statements.

/s/ Esther Yap & Co.
Chartered Accountants                1
Kuala Lumpur, Malaysia
January 20, 2005
                                    13
<PAGE>


<TABLE><CAPTION>
                       Thai One On, Inc. and Subsidiary
                       (A Development Stage Enterprise)
                         Consolidated Balance Sheet
                          As of December 31, 2004

                                ASSETS
                                ------
                                              December 31, 2004
                                              -----------------
                                                      (Audited)

                                                     <c>
Current Assets
--------------
Cash in bank                                           $ 50,434
Due from Director - Note 7                                1,834
Deposit and Prepayments                                   2,625
                                                       --------
 Total Current Assets                                    54,893
                                                       --------
Non-Current Assets
------------------
Plant and Equipment - Note 3                             27,440
                                                       --------
 Total Assets                                          $ 82,333
                                                       ========
                            LIABILITIES
                            -----------
Current Liabilities
-------------------
Accruals                                               $  7,162
Due to Directors - Note 3                                   756
Bridge Loan Payable - Note 8                                  -
                                                       --------
 Total Current Liabilities                             $  7,918
                                                       --------
 Total Liabilities                                     $  7,918
                                                       --------


                        STOCKHOLDERS' EQUITY
                        --------------------
Common Stock - Note 1
 25,000,000 authorized, par value $.001
3,020,000 shares issued and outstanding                $  3,020
Additional Paid-In-Capital                              102,980
Deficit accumulated during the
  development stage                                     (31,585)
                                                       --------
 Total Stockholders' Equity                            $ 74,415
                                                       --------
 Total Liabilities and
 Stockholders' Equity                                  $ 82,333
                                                       ========
</TABLE>        See accompanying notes to Financial Statements.
                                     2
                                     14
<TABLE><CAPTION>
                       Thai One On, Inc. and Subsidiary
                       (A Development Stage Enterprise)
                     Consolidated Statement of Operations
                                (Audited)
                                                  From Inception
                                                (March 3, 2004) to
                                                 December 31, 2004
                                                ------------------
<S>                                                     <c>
Revenues:
---------
Revenue                                            $    18,401
                                                   -----------
  Total Revenue                                         18,401

Cost of Sales                                           (5,419)
                                                   -----------
 Gross Profit                                      $    12,982

Expenses:
---------
Accounting fees                                    $       658
Advertising                                              1,813
Allowances                                                  53
Audit fees                                               2,026
Bank Charges                                             1,017
Bonuses                                                    526
Consulting fees                                          5,000
Credit Card Charges                                        103
Credit Card Machine Rental                                 184
Decorations                                                 43
Depreciation                                             1,446
Electricity                                              1,370
Fire & Theft Insurance                                     177
Flyers                                                     789
Gifts & Donations                                           39
Hotel Rental                                               448
Kitchen Utensils                                           145
License Fees                                               137
Medical Claims                                              55
Newspaper & Periodicals                                    133
Office Supplies                                             28
Other Employer Expenses                                    242
Petrol                                                     451
Postage                                                      2
Pre-operating Expenses                                    7,927
Printing and Stationery                                    531
Promotions                                                  17
Recruitment                                                 27
</TABLE>
           See accompanying notes to financial statements.

                                   3

                                   15
<PAGE>

<TABLE><CAPTION>
                       Thai One On, Inc. and Subsidiary
                       (A Development Stage Enterprise)
                     Consolidated Statement of Operations
                                (Audited)

                                                  From Inception
                                                (March 3, 2004) to
                                                 December 31, 2004
                                                ------------------
<S>                                                     <c>
Rental                                             $   6,632
Restaurant Repairs and Maintenance                        45
Salaries                                              10,276
Secretarial fees                                         158
Service Tax                                              154
Share Registration Fees                                  167
Stamping                                                  16
Tax Fees                                                 147
Telephone                                                208
Training                                                  26
Transfer Agent Fees                                      700
Uniforms                                                  49
Upkeep of Kitchen                                        225
Upkeep of Office                                         245
Water                                                    119
                                                   ---------
 Total Expenses                                    $  44,556
                                                   ---------
 Net Loss From Operations                          $ (31,574)

Other Income and Expenses:
-------------------------
Loss from Currency Transaction                            11
                                                   ---------
 Net Loss before Taxes                             $ (31,585)
                                                   ---------
Provision for Income Taxes:
--------------------------
Income Tax Benefit                                         -
                                                   ---------
 Net Income (Loss)                                 $ (31,585)
                                                   =========
Basic and Diluted Earnings
Per Common Share                                   $  (0.022)
                                                   =========
Weighted Average Number of
Common Shares Used in Per
Share Calculations                                 1,404,000
                                                   =========
</TABLE>
           See accompanying notes to Financial Statements.

                                4
                                   16
<PAGE>


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



                                                       Deficit
                                                     Accumulated
                                                     During the
                                  $0.001    Paid-In  Development Stockholders'
                         Shares   Par Value Capital     Stage      Equity
                         --------- -------- --------  ---------- ------------
 <S>                       <C>       <C>       <C>       <C>          <C>
Balance, March 3, 2004           - $      - $      -  $        - $         -

March 3, 2004
Stock Issued for Cash    1,000,000    1,000    4,000           -       5,000

November 12, 2004
Stock Issued for Cash
IPO Offering             2,020,000    2,020   99,980           -     101,000

Net Income (Loss)                                      (31,585)      (31,585)
                         --------- -------- --------  ---------- -----------
Balance,
December 31, 2004        3,020,000    3,020  102,980   (31,585)       74,415
                         ========= ======== ========  ========== ============
</TABLE>
















               See accompanying notes to Financial Statements.


                                      5



                                      17
<PAGE>

<TABLE><CAPTION>
                       Thai One On, Inc. and Subsidiary
                       (A Development Stage Enterprise)
                     Consolidated Statement of Cash Flows

                                           From Inception
                                         (March 3, 2004) to
                                          December 30, 2004
                                              (Audited)
                                         ------------------
<S>                                             <C>
Cash Flows from Operating Activities:
------------------------------------
Net Income (Loss)                            $  (31,585)
 Adjustments for:
  Depreciation                                    1,446
                                             ----------
Operating loss before working
capital changes:                             $  (30,138)
Receivables                                      (2,625)
Payablews                                         7,162
Due from director                                (1,078)
                                             ----------
Net Cash Provided from
Operating Activities                         $  (26,679)
                                             ----------
Cash Flows from Investing Activities:
------------------------------------
Purchase of Equipment                        $  (28,887)
                                             ----------
Net Cash Used in Investing Activities           (28,887)
                                             ----------
Cash Flows from Financing Activities:
------------------------------------
Sales of Common Stock                        $  106,000
                                             ----------
Net Cash Provided from
Financing Activities                         $  106,000
                                             ----------
Net Increase in Cash                         $   50,434
                                             ----------
Cash Balance, Begin Period                            -
                                             ----------
Cash Balance, End Period                     $   50,434
                                             ==========
Supplemental Disclosures:
 Cash Paid for interest                      $        -
 Cash Paid for income taxes                  $        -
</TABLE>

             See accompanying notes to Financial Statements.

                                    6

                                   18
<PAGE>
                Thai One On, Inc. and Subsidiary
                 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 25,000,000
authorized shares with a par value of $.001 per share and with 3,020,000
shares issued and outstanding as of December 31, 2004. The Company's year
end for accounting purposes will be December 31.

In March, 2004, the Company acquired its wholly-owned subsidiary, Thai
Pasta Enterprise Sdn. Bhd. (formerly known as Chinadoll Inc. Sdn. Bhd.),
a privately-held Malaysian company (the Subsidiary), from Au E-Mun, an
officer and director, at no cost. The Company's restaurant operations
in Malaysia is conducted through the Subsidiary.  The Subsidiary
commenced operations as a restaurant operator in June, 2004.

The consolidated financial statements include the financial statements of
the Company and its wholly owned subsidiary, Thai Pasta Enterprise Sdn.
Bhd (formerly known as Chinadoll Inc. Sdn. Bhd.)

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 November 12, 2004, the Company issued 2,020,000 shares of common stock,
for $.05 per share for a total of $101,000, to certain private investors.

Development Stage Enterprise
----------------------------
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its
present efforts in securing and establishing a new business, and its
planned principal operations have commenced during the period and revenue
has been reported in the Statement of Operations.

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method
of accounting. Revenues are recognized when earned and expenses when
incurred. Fixed assets are stated at cost. Depreciation and amortization
using the straight-line method for financial reporting purposes and
accelerated methods for income tax purposes.

                                    19
<PAGE>


                    Thai One On, Inc. and Subsidiary
                     Notes to Financial Statements

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cont'd.
--------------------------------------------------------------
Consolidation
-------------
The consolidated financial statements include the financial statements of
the Company and it's wholly owned Subsidiary.  All significant inter-
company balances and transactions have been eliminated in consolidation.

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.

                                20
<PAGE>

                Thai One On, Inc. and Subsidiary
                 Notes to Financial Statements

NOTE 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cont'd.
--------------------------------------------------------------
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.

Revenue Recognition
-------------------
Restaurant Operator - Revenue is recognized at the time that prepared
food and beverage products are sold to and accepted by customers and
collection is reasonably assured at prices approved by the Company.

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.

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 fair
value due to their short maturity.

Inventory

Inventory consists of food and beverages valued at the lower of cost or market
value. Cost is being determined using the first-in/first-out basis.

Depreciation

Depreciation of machinery and equipment, furniture and fixtures is computed on
the straight-line method at rates adequate to allocate the cost of applicable
assets over their expected useful lives.

NOTE 3 -  PLANT AND EQUIPMENT

Plant and equipment at December 31, 2004 consists of the following:
<TABLE><CAPTION>
                                         Estimated Useful Lives
                                         ----------------------

                                                <c>
Computers                   $      789          5 years
Furniture and fixtures          10,255         10 years
Utensils                           490          2 years
Kitchen equipment               10,344         10 years
Renovation                       6,683         10 years
Office equipment                   326          5 years
                            ----------
                            $   28,887
Less: Accumulated
      depreciation          $   (1,446)
                            ----------
Plant and equipment, net    $   27,440
                            ==========
</TABLE

                                    21

                Thai One On, Inc. and Subsidiary
                  Notes to Financial Statements

NOTE 3  -  PLANT AND EQUIPMENT, Cont'd.
--------------------------------------------------------------
Depreciation expense for the period ended December 31, 2004 was $1,446.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handing costs, and spoilage. This
statement requires that those items be recognized as current period charges
regardless of whether they meet the criterion of "so abnormal" which was the
criterion specified in ARB No. 43. In addition, this Statement requires that
allocation of fixed production overheads to the cost of production be based
on normal capacity of the production facilities. This pronouncement is
effective for the Company beginning October 1, 2005. The Company has not yet
assessed the impact on adopting this new standard.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective
for the Company in the first interim or annual reporting period beginning
after December 15, 2005. The Company does not expect the adoption of this
standard to have a material impact on its financial statements, as it does
not now have and does not plan to grant at any time in the future, stock
options or stock-based compensation to its employees.

NOTE 5 - 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.

                                    22
<PAGE>




                  Thai One On, Inc. and Subsidiary
                    Notes to Financial Statements

NOTE 6 -  DUE TO DIRECTORS

Due to directors represents expenses paid on behalf of the Company by the
directors, yet to be reimbursed by the Company. These amounts are non-interest
bearing and have no definite repayment terms.

NOTE 7  -  DUE FROM DIRECTOR

Due from director represents funds forwarded to Au E Mun, yet to be repaid to
the Company.  These amounts are non-interest bearing and have no definite
repayment terms.

NOTE 8 -  BRIDGE LOAN  PAYABLE

The bridge loan was repaid on April 28, 2005.  The holder of the bridge loan
opted to forego interest that had accumulated and was due.

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. The stockholders/officers and
or directors have committed to advancing operating costs of the Company
interest free to insure that the Company has enough operating capital
over the next twelve months.

NOTE 10  -  RELATED PARTIES

On April 28, 2004, David F. Knapfel, an officer and director, loaned the
company $40,000, repayable on April 28, 2005. The loan was repaid on
April 28, 2005.

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.










                                     23
<PAGE>



Item 8. Disagreements with Accountants on Accounting and
        Financial Disclosures
        ------------------------------------------------
There have been no disagreements with our accountants on accounting
or other financial disclosures. Esther Yap & Co., Chartered Accountants,
have been our only accounting firm since inception.

Item 8a. Accounting Controls and Procedures
         ----------------------------------
Accounting Policies
-------------------
The financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and
Exchange Commission. Management believes the disclosures
made are adequate to make the information not misleading.
The financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles.
Preparing financial statements requires Management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. These estimates and assumptions are affected by Management's
application of accounting policies. These important accounting
policies include the successful efforts method of accounting
for property and equipment, revenue recognition, accounting for
income taxes and foreign currency translation.

Management maintains disclosure controls and procedures designed
to ensure that we are able to timely collect the information
we are required to disclose in our reports filed with the
U.S. Securities and Exchange Commission. Within the 90 days
prior to the date of this report, we performed an evaluation,
under the supervision and with the participation of our Management,
of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14.
Based upon the evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that the current disclosure
controls are effective in timely alerting us to any material
information required to be included in our periodic SEC filings.

We also maintain a system of internal controls designed to
provide reasonable assurance that (i) transactions are executed
in accordance with Management's general and specific
authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (ii) access to assets is permitted
only in accordance with Management's general or specific

                               24
<PAGE>





authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
We believe that our internal controls are effective to provide
reasonable assurance that our financial statements are fairly
presented in conformity with generally accepted accounting
principals. Since our most recent evaluation, there have been
no changes in our internal controls or in other factors that
could significantly affect our internal controls, nor were any
corrective actions required with regard to significant
deficiencies and material weaknesses.


                        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, positions and ages of
the executive officers and directors. Directors are elected at
the annual meeting of stockholders and serve for one year or
until their successors are elected and qualify. Officers are
elected by the Board of Directors and their terms of office are,
except to the extent governed by employment contract, at the
discretion of the Board of Directors.

<TABLE><CAPTION>
Name                        Age     Position(s)
----                        ---     -----------
<S>                         <C>     <C>
Evon Au (1)                  30              President, CEO and
19USJ 16/2J                                  Chairman of the Board
Subang Jaya
Selangor 47630 Malaysia

Au (Alicia) E-Mun            27              Treasurer, CFO and
17 USJ 16/2P                                 Director
Subang Jaya
Selangor 47630 Malaysia

David Knapfel                32              Secretary and Director
19 USJ 16/2J                                 Director
Subang Jaya
Selangor 47630 Malaysia

Evelyn Au (1)                28              Director of Subsidiary Only
17 USJ 16/2P
Subang Jaya
Selangor 47630 Malaysia
</TABLE>

   (1)  Evon Au and Evelyn Au are sisters.

                                     25
<PAGE>

Each of the persons named above have held their offices/positions
since inception and are expected to hold said offices/positions
until the next annual meeting of stockholders.

Background of Officers and Directors
------------------------------------
Evon Au has been the President, CEO, and a Director of our company
and its wholly-owned Subsidiary,  since inception.  From
February 2004 to March 2004, she was co-founder of Chinadoll Inc.,
a privately-held Malaysian corporation which never conducted any
type of business operations in Malaysia. In March 2004, Ms. E-Mun
assigned all of her right, title and interest in Chinadoll to Thai
One On, Inc. We changed the company's name to Thai Pasta Enterprise
Sdn. Bdh. and it is our wholly-owned operating subsidiary in Malaysia.
From December 2000 to January 2004, she was a freelance Food and
Beverage Consultant in Bangkok, Thailand.  From April 2000 to December
2000, she was a Project Development Consultant for Retro, a theme based
bar and restaurant located in Bangkok, Thailand.  From January 1999 to
March 2000, she was a Project Development Manager/Operations Manager/
Marketing Manager for Q Bar, a New York style bar in Bangkok, Thailand.
From 1998 to 1999, she was a Food, Beverages Marketing, and Project
Development Manager for Samui Euphoria resort, a resort hotel located in
Koh Samui, Thailand.  From 1997 to 1998, she was the Marketing and
Operations Manager for Le Maschere, a theme-based restaurant in Kuala
Lumpur, Malaysia.  From 1997 to 1998, she also held the position of
Marketing Manager for Joint Venture Inspiration Hub, an up-market
brasserie located in Kuala Lumpur, Malaysia.  From 1997 to 1998, she
also held the position of Director of Operations for The Hub - Excel
Murni Sdn. Bhd., an up-market Wine Bistro located in Damansara, Kuala
Lumpur, Malaysia.  In 1997, she held the position of Operations and
Marketing Manager for Echo Jazz Bar and Restaurant located in Bangsar,
Kuala Lumpur, Malaysia.  From 1990 to 1993, she held various management
positions in theme restaurants located in Melbourne, Australia. Ms. Au
attended The Royal Melbourne Institute of Technology in Melbourne,
Australia where she graduated with a Bachelors degree in Industrial
Design in April 1996.  She also attended Mowbray College, Melton,
Melbourne Australia, where she graduated with a Diploma in
Art and Design in 1992. Evon Au is the sister of Evelyn Au, a
Director of the wholly-owned Subsidiary . Ms. Au devotes full-time
to our business.

Au (Alicia) E-Mun has been the Treasurer, CFO, and a Director of our
company and its wholly-owned Subsidiary since inception.  From
February 2004 to March 2004, she was co-founder of Chinadoll Inc.,
a privately-held Malaysian corporation which never conducted any
type of business operations in Malaysia. In March 2004, Ms. E-Mun
assigned all of her right, title and interest in Chinadoll to Thai
One On, Inc. We changed the company's name to Thai Pasta Enterprise
Sdn. Bdh. and it is our wholly-owned operating subsidiary in Malaysia.
February 2003 to March 2004, she was an Account Manager with LexisNexis,
a  worldwide Internet market research and information company. Ms.

                                26
<PAGE>



E-Mun worked from the Kuala Lumpur, Malaysia office. From January 2001
to February 2003, she held the position of Business Applications
Consultant with LexisNexis, and from April 2000 to December 2000, she
was part of the pre-opening team and performed the role of Customer
Support for LexisNexis. From December 1998 to January 1999, she
held the position of Accounts Analyst/Research Associate with Mount &
Nadler located in New York, NY.  Ms. E-Mun attended Western Michigan
University, Kalamazoo, MI, where she graduated with a Bachelors degree
in Public Relations and Philosophy in April 1996. Ms. E-Mun devotes
full time to our business.

David Knapfel has been the Secretary and a Director of our company
and its wholly-owned Subsidiary  since inception. From April 2003
to present, Mr Knapfel has been the Secretary and a Director of Sockeye
Seafood, Inc., a company involved in exporting seafood from North
America to Asia where he operates out of Bangkok, Thailand. From August
2001 to March 2003, Mr. Knapfel was the owner of Touchwood Co., Ltd., a
retailer and wholesaler dealing in the restoration and exportation of SE
Asian antique furniture located in Bangkok, Thailand.  From July 2002
to August 15, 2003, he was an officer, director and principal shareholder
of 4forGolf, Inc., a Nevada corporation engaged in the online golf
reservations business, which was a publicly-traded and reporting company
thatvoluntarily filed a Form 10-SB under SEC File No. 0-50036 subject to
the Exchange Act of 1934. The company's business plans were unsuccessful;
the company was merged and changed its name to Tricell, Inc. Mr. Knapfel
resigned in August 2003.  From April 1999 to August 2001, he was the
owner of Dogma.com Co., Ltd., a company specializing in print and internet
graphic design.  From April 1997 to April 1999, he worked as a freelance
print and Internet graphic designer. He attended the British Columbia
Institute of Technology in Burnaby, BC and graduated with a Diploma in
Technology, Building Economics & Design in April 1997. Mr. Knapfel
currently devotes part time on an as needed basis to our business,
which generally amounts to about 5 hours per week.

Evelyn Au has been a Director of our wholly-owned Subsidiary since
inception.   From February 2004 to March 2004, she was co-founder
of Chinadoll Inc., a privately-held Malaysian corporation which never
conducted any type of business operations. In March 2004, Ms. Au
assigned all of her right, title and interest in Chinadoll to Thai
One On, Inc. We changed the company's name to Thai Pasta Enterprise
Sdn. Bdh. and it is our wholly-owned operating subsidiary in Malaysia.
Since April 2004, she has been a stay-at-home mother. From
August 2002 to April 2004, she was employed as a Research Consultant
for ExecSelect Sdn Bhd, an executive recruitment agency in Kuala Lumpur.
From July 2001 to August 2002, she was unemployed during and after the
birth of her son. From July 1997 to July 2001, she was a Research
Executive for Transearch Wendy Lau Sdn Bhd, an executive recruiting
agency in Kuala Lumpur. Ms. Au attended the University of Ballarat
in Ballarat, Victoria, Australia and graduated in July 1994 with a
BA Degree in Information Management. She is the sister of Evon Au,

                                  27
<PAGE>





an officer and director of both Thai One On, Inc. and the wholly-
owned Subsidiary, Thai Pasta Enterprise Sdn Bhd. Evelyn Au does not
currently devote any time to our business; however, if needed, she
would help out occasionally.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than
ten percent of our Common Stock, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes of ownership of our Common Stock. Officers, directors and
greater than ten percent stockholders are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge, during the year ended December 31,
2004, all Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were
complied with. In making these disclosures, we have relied solely on
a review of the copies of such reports furnished to us and written
representations by our directors, executive officers and greater
than ten percent stockholders.

Code of Ethics
--------------
At this time, we have not adopted a formal Code of Ethics that
applies to the Chief Executive Officer and Chief Financial Officer.
We expect to adopt a formal Code of Ethics sometime during the current
year. We have, however, followed an informal Code of Ethics requiring
Board of Director approval of any material transaction involving our
Chief Executive Officer and/or Chief Financial Officer. We believe
this procedure reasonably deters material wrongdoing and promotes
honest and ethical conduct from our executive officers.

Item 10.  Executive Compensation
          ----------------------
Currently, the only officer and/or director being compensated for
her services is Au E-Mun, who receives a salary of $538 US per month,
as of May 4, 2004. Ms. E-Mun's salary will increase by 500
ringgit or $132 US for each new location that is opened. Evon Au and
David Knapfel have agreed that they will receive no compensation for
their services until the business has a positive cash flow  and is
profitable. As a result, approximately 38% (13%) of the offering
proceeds allocated to wages and salaries will be paid to our officers
and directors.

                                    28
<PAGE>











The officers and directors are reimbursed for any out-of-pocket expenses
they incur on our behalf. In addition, in the future, we may approve
payment of salaries for our officers and directors, but currently, no
such plans have been a approved. We also do not currently have any
benefits, such as health insurance, life insurance or any other benefits
available to our employees.

In addition, none of our officers, directors or employees are party to
any employment agreements.

<TABLE><CAPTION>
------------------------------------------------------------------------
                         SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------
                               Annual Compensation     Long-Term Comp.
                                             Other    Awards    Payouts
Name and                                     Annual
Position(s)             Year   Salary  Bonus  Comp.
------------------------------------------------------------------------

                     <c>     <c>      <c>    <c>       <c>      <c>
Evon Au                 2004    $390   None   None      None      None
President, CEO

Au (Alicia) E-Mun       2004   $4498   None   None      None      None
Treasurer, CFO

David Knapfel           2004    None   None   None      None      None
Secretary

Evelyn Au               2004    None   None   None      None      None
Director-Subsidiary
------------------------------------------------------------------------
</TABLE>


ITEM 11. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------
The following table sets forth certain information regarding Common
Stock beneficially owned on the date of this filing for (i) each
shareholder known by us to be the beneficial owner of five (5%)
percent or more of our issued and outstanding Common Stock, (ii)
each executive officers and directors, and (iii) all executive
officers and directors as a group. At December 31, 2004 and as of the
date of the filing of this annual report, there were 3,020,000 shares of
our Common Stock issued and outstanding.

                                       29
<PAGE>






<TABLE><CAPTION>

Name and Address         Amount and Nature of
 of Beneficial                Beneficial            Percent of
   Owner (1)                 Ownership (2)            Class
----------------        ---------------------       ----------
<S>                            <C>                    <C>
Evon Au                      400,000                   8%
19 USJ 16/2J
Subang Jaya
Selangor 47630 Malaysia

Au (Alicia) E-Mun            200,000                   4%
17 USJ 16/2P
Subang Jaya
Selangor 47630 Malaysia

David Knapfel                400,000                   8%
19 USJ 16/2J
Subang Jaya
Selangor 47630 Malaysia
-----------------------
All Officers and
Directors as a Group (3)   1,000,000                  33%

</TABLE>

(1)     The persons named above, who are officers, directors and
principal shareholders of our Company, may be deemed to be parents
and promoters, within the meaning of such terms under the Securities
Act of 1933, by virtue of their direct securities holdings.

(2)   In general, a person is considered a beneficial owner of
a security if that person has or shares the power to vote or
direct the voting of such security, or the power to dispose of
such security. A person is also considered to be a beneficial
owner of any securities of which the person has the right to
acquire beneficial ownership within (60) days.

There are currently no options, warrants, rights or other securities
conversion privileges granted to our officers, directors or beneficial
owners and no plans to issue any such rights in the future.

Changes in Control
------------------
There are no arrangements known to us, the operation of which may at
a subsequent date result in a change of control of our company.


                                   30
<PAGE>








Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------
In March 2004, a total of 1,000,000 shares were issued to our officers and
directors in exchange for $.005 per share, or a total of $5,000 in cash.
In addition, Au E-Mun, Evon Au and Evelyn Au, officers and directors and
founders of Chinadoll, Inc. Sdn. Bhd., a privately held Malaysian corporation
which never conducted any business operations, assigned all of their right,
title and interest in and to the Malaysian corporation to Thai One On, Inc.
at no cost to us. The name of the Malaysian corporation was changed to Thai
Pasta Enterprise Inc. and it is the wholly-owned subsidiary which operates
our restaurants in Malaysia.

Evon Au, Au E-Mun and David Knapfel are the only officers, directors,
promoters and affiliates of  both our company and its wholly-owned
subsidiary, Thai Pasta Enterprises, Inc.  Evelyn Au, sister of Evon Au,
is also a director of the subsidiary.

On April 28, 2004, we entered into a promissory note with David Knapfel, an
officer and director, whereby Mr. Knapfel advanced us a total of $40,000 as
a bridge loan to allow us to secure the lease and open our first restaurant.
The full amount was received in cash and deposited into our bank account on
April 28, 2004. The loan was repaid in full from the proceeds of our initial
public offering, registered with the U.S. Securities and Exchange Commission
on Form SB-2 and completed in November 2004.

Since two of our officers and directors devote full time to our business
and the third, Dave Knapfel, is not in a competing business, we do not
currently have any conflicts of interest by or among our current officers
and directors. We have not yet formulated a policy for handling conflicts
of interest by our employees and/or management; however, we intend to do
so before we open our first location. In addition, we intend to have each
employee enter into an employment agreement which will disclose our
employment policies, including a conflict of interest policy.


Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------
(a) 1 & 2.  Financial Statements. See Item 7 in Part II; the financial
statements required to be filed herein are contained in that section in
their entirety.

(a) 3.  The following exhibits, marked with an asterisk and required to
be filed hereunder, are incorporated herein by reference and can be found
in their entirety in our original Form SB-2 Registration Statement, filed
under CIK Number 0001289255 on May 24, 2004, on the SEC website at
www.sec.gov:

                                   31
<PAGE>







<TABLE><CAPTION>

             <c>
Exhibit No.     Description
----------      -----------
* 3(i)          Articles of Incorporation
* 3(ii)         Bylaws
  23	          Consent of Accountants
  31.1          Sec. 302 Certification President/CEO
  31.2          Sec. 302 Certification Principal Accounting Officer/CFO
  32.1          Sec. 906 Certification of President/CEO
  32.2          Sec. 906 Certification of Principal Accounting Officer/CFO
</TABLE>

(b) There were no reports on Form 8-K filed for the year ended December
31, 2004.

Item 14. Principal Accountant Fees and Services
-----------------------------------------------
Audit Fees
----------
The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements
for the period from March 3, 2004 (inception) to ended December 31, 2004
were $2,026 and the review for the financial statements included in our
quarterly  reports on Form 10-QSB during the year then ended, were $NIL.

Audit Related Fees
------------------
We incurred no fees for the period from inception (March 3, 2004) to
December 31, 2004 for assurance and related services by our principal
accountant that were reasonably related to the performance of the audit
or review of our financial statements, and not reported under Audit
Fees above.

Tax Fees
--------
The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice, and tax planning
for the period from inception (March 3, 2004) to December 31, 2004
were $NIL.

All Other Fees
--------------
We incurred no other fees during the period from inception (March 3,
2004) to December 31, 2004 for products and services rendered by our
principal accountant.



                                  32
<PAGE>






                            SIGNATURES
                            ----------
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


June 16, 2005                    Thai One On, Inc., Registrant

                                 By: /s/ Evon Au
                                 -----------------------------------------
                                 Evon Au, President, CEO and Chairman of
                                 the Board of Directors

June 16, 2005                    By: /s/ Au E-Mun
                                 -----------------------------------------
                                 Au E-Mun, Treasurer, Chief Financial
                                 Officer, Principal Accounting Officer
                                 and Director

June 16, 2005                    By: /s/ David Knapfel
                                 -----------------------------------------
                                 David Knapfel, Secretary and Director




                                    32