EXHIBIT 31.2

                                  CERTIFICATION

I, Rachel Lin, Chief Financial Officer and  Administrative and Financial Manager
(Principal Financial Officer), certify that:

         (1) I have  reviewed  this  quarterly  report  on Form  10-QSB  for the
quarter ended March 31, 2004 of C&D Production Inc;

         (2) Based on my knowledge,  this quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
report;

         (3)  Based  on  my  knowledge,  the  financial  statements,  and  other
financial  information  included in this report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
small business issuer as of, and for, the periods presented in this report;

         (4) The small  business  issuer's other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

         (a) designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

         (b)  evaluated  the   effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

         (c) disclosed in this report any change in the small business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business issuer's most recent quarter (the small business issuer's fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and

         (5) The small business  issuer's other  certifying  officers and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

         (a) all significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

         (b) any fraud,  whether or not material,  that  involves  management or
other  employees  who have a  significant  role in the small  business  issuer's
internal controls over financial reporting.


                               By:      /S/ RACHEL LIN
                                      ------------------------------------------
                                      Rachel Lin
                                      Chief Financial Officer and Administrative
                                      and Financial Manager


May 24, 2004