**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
  **FORM
          10-KSB** **/A**
  (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 PURSUANT TO SECTION 13 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**
                (State
                  or other jurisdiction of incorporation or organization)
              **20****-0815369**
                (I.R.S.
                  Employer Identification No.)
 
 **10000
                  Memorial Drive, Suite 440**
                **Houston,
                  Texas**
                (Address
                  of principal executive offices)
              **77024**
                (Zip
                  Code)
 
 Issuer’s
        telephone Number: **(713)
        683-0800**
 
 Securities
        registered under Section 12(b) of the Exchange Act: **NONE**
 
 Securities
        registered under Section 12(g) 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
   Check
        whether the issuer (1) has 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 pursuant 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-K or any amendment
        to this
        Form 10-K. |__|
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes |_| No |X|
  The
          aggregate market value of the voting stock held by non-affiliates of the
          Registrant based on the last sale price reported on the OTC Bulleting Board
          as
          of November 8, 2006 was $84,262,365.
  As
          of
          November 8, 2006, there were outstanding 65,509,943 shares of Common
          Stock.
  **DOCUMENTS
        INCORPORATED BY REFERENCE: NONE**
  Transitional
        Small Business Disclosure Format (check one): Yes [_] No [X]







**EXPLANATORY
          NOTE**
 
 This
          Amended Annual Report on Form 10-KSB/A amends the Company’s Annual Report on
          Form 10-KSB filed with the Securities and Exchange Commission on April
          10, 2006
          to include a copy of the amended Independent Auditor’s report dated March 24,
          2006 which reflects the fact that the Company’s financial statements have been
          audited in accordance with the standards of the PCAOB.




**TABLE
      OF CONTENTS**


**PAGE**PART
                    IITEM
                    1.
                Description
                    of Business
                3ITEM
                    2.
                Description
                    of Properties
                8ITEM
                    3.
                Legal
                    Proceedings
                8ITEM
                    4.
                Submission
                    of Matters to a Vote of Security Holders
                8PART
                    IIITEM
                    5.
                Market
                    for Common Equity and Related Stockholder Matters
                9ITEM
                    6.
                Management's
                    Discussion and Analysis or Plan of Operation
                11ITEM
                    7.
                Financial
                    Statements
                15ITEM
                    8.
                Changes
                    in and Disagreements with Accountants on Accounting and Financial
                    Disclosure
                15ITEM
                    8A.
                Controls
                      and procedures
                15ITEM
                    8B.
                Other
                      information
                15PART
                    IIIITEM
                    9.
                Directors, Executive
                    Officers, Promoters and COntrol Persons;
                  Compliance
                    with Section 16(a) of the Exchange
                    Act
                16ITEM
                    10.
                Executive
                    compensation
                17ITEM
                    11.
                Security
                    Ownership of Certain Beneficial Owners and Management
                19ITEM
                    12.
                Certain
                    Relationships and Related Transactions
                20ITEM
                    13.
                Exhibits
                20ITEM
                    14.
                Principal
                    Accounting Fees and Services
                22Signatures
                
                23


2





**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 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.




3




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
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.







4




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


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





**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





**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.






**PART
      II**




**Item
      5. Market for Common Equity, Related Stockholder Matters.**




**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
                CloseFirst 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.




8




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 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.








9







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.





Plan
                    category
              
              Number
                  of securitiesto be issued upon exercise of outstanding
                  options, warrants and
                  rights
              
              Weighted
                  averageexercise price of outstanding options, warrants
                  and rights
              
              Number
                  of securitiesremaining available for future
                  issuance under equity compensation plans
                (excluding
                  securities reflected
                  in column (a)(a)
              
              (b)
              
              (c)Equity
                  compensation plans approved
                  by
                    security holders
              
              -0-
              
              $
                  -0-
              
              -0-Equity
                    compensation plans not
                    approved
                      by security holders
              
              4,577,526
              
              0.35
              
              647,474Total
              
              4,577,526
              
              0.35
              
              647,474





**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





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





11







**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





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 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.





13







**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





**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





**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
              PositionDaniel
                Murphy
                (1)
              63
              Director, Chairman of the CompanyLyndon
                West
                (1)
              46
              Director, Chief Executive
                OfficerAndrew
                Boetius (1)
              42
              Director, Chief Financial
                OfficerDavid
                Jenkins
                (1)
              56
              DirectorMichael
                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





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







SUMMARY
                COMPENSATION TABLELong-Term
              Compensation
                AwardsSecuritiesUnderlyingOptions
                (#)
            
            All
                OtherName
              and Principal Position
            
            Year
            
            Salary
            
            Bonus
            
            /SARS
            
            CompensationEvon
              Au
            
            
            2005
            
            $
            0
            
            $
            0
            
            
            0
            
            $
            02004
            
            $
            390
            
            $
            0
            
            
            0
            
            $
            0






**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





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 ofName
              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.


(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.





Plan
                    category
              
              Number
                  of securitiesto be issued upon exercise of outstanding
                  options, warrants and
                  rights
              
              Weighted
                  averageexercise price of outstanding options, warrants
                  and rights
              
              Number
                  of securitiesremaining available for future
                  issuance under equity compensation plans
                (excluding
                  securities reflected
                  in column (a)(a)
              
              (b)
              
              (c)Equity
                  compensation plans approved
                  by
                    security holders
              
              -0-
              
              $
                  -0-
              
              -0-Equity
                    compensation plans not
                    approved
                      by security holders
              
              4,577,526
              
              0.35
              
              647,474Total
              
              4,577,526
              
              0.35
              
              647,474




**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







19





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
                  optionsAndrew
                Boetius
              1,482,584
                    optionsDaniel
                Murphy
              1,110,871
                  optionsDavid
                Jenkins
              200,112
                    optionsMichael
                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.
                  (1)2.2
              
              Form
                  of Share Exchange Agreement entered into by and between Index Oil
&
                  Gas Inc. and Index Oil & Gas Ltd. shareholders. (1)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).
                  (1)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.
                  (1)






20




10.1
              
              Form
                  of Subscription Agreement dated as of January 20, 2006. (1)10.2+
              
              Employment
                  Agreement entered into by and between Index Oil & Gas Ltd. and Lyndon
                  West, dated January 20, 2006. (1)10.3+
              
              Employment
                  Agreement entered into by and between Index Oil & Gas Ltd. and Andrew
                  Boetius, dated January 20, 2006. (1)10.4+
              
              Employment
                  Agreement entered into by and between Index Oil & Gas Ltd. and Daniel
                  Murphy, dated January 20, 2006. (1)10.5+
              
              Non
                  Executive Director Service Agreement entered into by and between
                  Index Oil
                  & Gas Ltd. and David Jenkins, dated January 20, 2006.
                  (1)10.6+
              
              Non
                  Executive Director Service Agreement entered into by and between
                  Index Oil
                  & Gas Ltd. and Michael Scrutton, dated January 20, 2006.
                  (1)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.
                  (1)21.1
              
              List
                  of subsidiaries of the Company. (1)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.





*
              Filed
                  herewith+
              Management
                  contract or compensatory plan, contract or arrangement(1)
              (Incorporated
                  by reference to Form 8-K/A filed with the Securities and Exchange
                  Commission on March 15,
                  2006).







21







**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.







22





**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: November
                  27, 2006
              By:
              /s/ Lyndon
                  WestLyndon
                  West
                  Chief
                    Executive Officer






**INDEX
                  OIL AND GAS, INC.**Date: November
                  27, 2006
              By:
              /s/ Andrew
                  BoetiusAndrew
                  Boetius
                  Chief
                    Financial Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, 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**/s/*Daniel
                  Murphy*
              
              
              
              November
                  27, 2006Daniel Murphy
              
              Chairman
                  of the Board/s/*Lyndon
                  West*
              
              Chief
                  Executive Officer and Director
              
              November
                  27, 2006Lyndon West/s/*Andrew
                  Boetius*
              
              Chief
                  Financial Officer and Director
              
              November
                  27, 2006Andrew Boetius/s/*Michael
                  Scrutton*
              
              Director
              
              November
                  27, 2006Michael Scrutton/s/*David
                  Jenkins*
              
              Director
              
              November
                  27, 2006David Jenkins/s/*John
                  Williams*
              
              Director
                  and Executive Vice President of Exploration and
              
              November
                  27, 2006John Williams
              
              Production








23


**INDEX
                  TO FINANCIAL STATEMENTS****Page**REPORT
                  OF CHARTERED ACCOUNTANTS
              
              
              F-2AUDITED
                  CONSOLIDATED BALANCE SHEET
              
              
              F-3CONSOLIDATED
                  STATEMENTS OF OPERATIONS
              
              
              F-4CONSOLIDATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              
              
              F-5CONSOLIDATED
                  STATEMENT OF CASH FLOWS
              
              
              F-6NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              
              
              F-7
                  - F-13









F-1





**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 the standards of the Public Company
        Accounting Oversight Board (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 U.S. generally accepted
        accounting principles.




We
        also
        have audited, in accordance with the standards of the Public Company Accounting
        Oversight Board (United States), the effectiveness of Index Oil & Gas, Inc.
        [formerly known as Thai One On, Inc.] and Subsidiary’s internal control over
        financial reporting as of December 31, 2005, based on criteria established
        in
        Internal Control Integrated Framework issued by the Committee of Sponsoring
        Organizations of the Treadway Commission and our report dated March 24, 2006
        expressed an unqualified opinion thereon.




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 to the financial statements.




Esther
        Yap & Co.


Chartered
        Accountants


Kuala
        Lumpur, Malaysia


March
        24,
        2006







F-2




Index
      Oil
& Gas Consolidated Balance Sheet As of December 31, 2005




(Audited)


December
                  31
              
              December
                  312005
              
              2004(Audited)
              
              (Audited)A
                  S S E T SCurrent
                  AssetsCash
                  and bank balances
              
              $
              10,018
              
              $
              50,434Due
                  from directors
              
              $
              -
              
              $
              1,834Deposit
                  and prepayment
              
              $
              3,482
              
              $
              2,625Total
                  Current Assets
              
              $
              13,500
              
              $
              54,893Non
                  - Current AssetsProperty,
                  plant and equipment
              
              $
              10,000
              
              $
              27,440Total
                  Assets
              
              $
              23,500
              
              $
              82,333L
                  I A B I L I T I E SCurrent
                  LiabilitiesAccruals
              
              $
              1,986
              
              $
              7,162Due
                  to a director
              
              $
              -
              
              $
              756Total
                  Current Liabilities
              
              $
              1,986
              
              $
              7,918Total
                  Liabilities
              
              $
              1,986
              
              $
              7,918S
                  T O C K H O L D E R S ' E Q U I T YCommon
                  Stock75,000,000/
                  25,000,000 authorized shares, par value $.00133,220,000/
                  3,020,000 shares issued and outstanding
              
              $
              33,220
              
              $
              3,020Additional
                  Paid-in-Capital
              
              $
              72,780
              
              $
              102,980Deficit
                  accumulated during the development stage
              
              $
              (84,486
              )
              $
              (31,585
              )Total
                  Stockholders' Equity
              
              $
              21,514
              
              $
              74,415Total
                  Liabilities and Stockholders' Equity
              
              $
              23,500
              
              $
              82,333






See
        accompanying notes to financial statements.




F-3




Index
      Oil & Gas Consolidated Statement of
      Operations


From
                  Inception
              
              From
                  Inception(March
                  3, 2004)
              
              (March
                  3, 2004)12
                  months Ended
              
              to
              
              toDecember
                  31,
              
              December
                  31,
              
              December
                  31,2005
              
              2004
              
              2005(Audited)
              
              (Audited)
              
              (Audited)Revenues
              
              $
              18,925
              
              $
              18,401
              
              $
              37,326Less:Cost
                  of sale
              
              $
              (5,296
              )
              $
              (5,419
              )
              $
              (10,715
              )Gross
                  Profit
              
              $
              13,629
              
              $
              12,982
              
              $
              26,611Expenses:Administrative
                  expenses
              
              $
              42,269
              
              $
              20,593
              
              $
              62,862Loss
                  on Disposal of plantand
                  equipment
              
              $
              5,883
              
              $
              -
              
              $
              5,883Other
                  operating expenses
              
              $
              2,584
                  $ 3,320
              
              $
              5,904Staff
                  costs
              
              $
              15,729
              
              $
              20,643
              
              $
              36,372Total
                  Expenses
              
              $
              66,465
              
              $
              44,556
              
              $
              111,021Net
                  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 TaxesIncome
                  Tax Benefit
              
              $
              -
              
              $
              -
              
              $
              -Net
                  Income (Loss)
              
              $
              (52,901
              )
              $
              (31,585
              )
              $
              (84,486
              )Basic
                  and Diluted EarningsPer
                  Common Share
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.02
              )Weighted
                  Average number ofCommon
                  Sharesused
                  in per share calculations
              
              
              6,795,000
              
              
              1,404,000
              
              
              4,344,545






See
        accompanying notes to financial statements.




F-4


Thai
      One On, Inc. and Subsidiary Consolidated Statement
      of Stockholders' Equity






DeficitAccumulatedNumber
                  of
              
              
              
              
              
              duringShares
              
              $0.001
              
              Paid-In
              
              Development
              
              Stockholders'Group &
                Company
              
              in
                  '000
              
              Par Value
              
              Capital
              
              Stage
              
              EquityBalance,
                March 3, 2004
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -(Inception
                  date)
              
              
              1,000
              
              $
              1,000
              
              $
              4,000
              
              $
              -
              
              $
              5,000March
                  3, 2004 -
              
              
              2,020
              
              $
              2,020
              
              $
              98,980
              
              $
              -
              
              $
              101,000Stock
                  Issued for Cash
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (31,585
              )
              $
              (31,585
              )Net
                Income (Loss)Balance,
                December 31, 2004
              
              
              3,020
              
              $
              3,020
              
              $
              102,980
              
              $
              31,585
              
              $
              74,415Share 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






See
        accompanying notes to financial statements.




F-5




Index
      Oil
& Gas Consolidated Statement Cash Flows




(Audited)




12
                  Months Ended
                December
                  31, 2005
              
              From
                  Inception
                (March
                  3, 2004)
                to
                December
                  31, 2004
              
              From
                  Inception
                (March
                  3, 2004)
                to
                December
                  31, 2005(Audited)
              
              (Audited)
              
              (Audited)Cash
                  Flows from Operating Activities:Net
                  Income (Loss)Adjustment
                  for:
              
              $
              (52,
                901
              )
              $
              (31,
                585
              )
              $
              (84,
                486
              )Asset
                  written off
              
              $
              9,219
              
              $
              -
              
              $
              9,219Loss
                  for Disposal of Plant & Equipment
              
              $
              5,883
              
              
              
              
              $
              5,883Depreciation
              
              $
              3,843
              
              $
              1,446
              
              $
              5,289Operating
                  loss before working capital changes:
              
              $
              (33,956
              )
              $
              (30,139
              )
              $
              (64,095
              )Account
                  Receivables
              
              $
              (857
              )
              $
              (2,625
              )
              $
              (3,482
              )Account
                  Payables
              
              $
              (5,176
              )
              $
              7,162
              
              $
              1,986Due
                  from directors
              
              $
              1,078
              
              $
              (1,078
              )
              $
              -Net
                  Cash Provided from Operating Activities
              
              $
              (38,911
              )
              $
              (26,680
              )
              $
              (65,591
              )Cash
                  Flows from Investing Activity:
              
              $
              (6,505
              )
              $
              (28,886
              )
              $
              (35,391
              )Purchase
                  of property, plant and equipmentProceeds
                  from sale of Plant & Equipment
              
              $
              5,000
              
              $
              -
              
              $
              5,000Net
                  Cash Used in Investing Activity
              
              $
              (1,505
              )
              $
              (28,886
              )
              $
              (30,391
              )Cash
                  Flows from Financing Activity:
              
              $
              -
              
              $
              106,000
              
              $
              106,000Sales
                  of Common StockNet
                  Cash Provided from Financing Activity
              
              $
              -
              
              $
              106,000
              
              $
              106,000Net
                  Increase in Cash
              
              $
              (40,416
              )
              $
              50,434
              
              $
              10,018Cash
                  Balance, Begin Period
              
              $
              50,434
              
              $
              -
              
              $
              -Cash
                  Balance, End Period
              
              $
              10,018
              
              $
              50,434
              
              $
              10,018Supplemental
                  Disclosures:
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  Paid for interestCash
                  Paid for income taxes
              
              $
              -
              
              $
              -
              
              $
              -




See
      accompanying notes to financial statements.




F-6





**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





**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





**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





**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





**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:




2005
              
              2004
              
              Estimate
                  Useful LivesComputers
              
              $
              -
              
              
              789
              
              
              5
                  yearsFurniture
                  and fixtures
              
              $
              11,548
              
              
              9,662
              
              
              10
                  yearsUtensils
              
              $
              222
              
              
              490
              
              
              2
                  yearsRenovation
              
              $
              -
              
              
              6,683
              
              
              10
                  yearsKitchen
                  Equipment
              
              $
              -
              
              
              10,936
              
              
              10
                  yearsOffice
                  Equipment
              
              $
              -
              
              
              326
              
              
              5
                  years$
              11,770
              
              
              28,886Less:
                  Accumulated depreciation
              
              $
              (1,770
              )
              
              (1,446
              )Plant
                  and equipment, net
              
              $
              10,000
              
              
              27,440


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





**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
            
            2004Net
              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





**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
                optionsAndrew
              Boetius
            1,482,584
                  optionsDaniel
              Murphy
            1,110,871
                optionsDavid
              Jenkins
            200,112
                  optionsMichael
              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