U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the quarterly period ended: MARCH 31, 2004


                                       or

[ ]      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: 0-31039

                               C&D PRODUCTION INC.
                               ___________________
        (Exact name of small business issuer as specified in its charter)

                           NEVADA                          88-0438869
                           ______                          __________
(State or other jurisdiction or incorporation    (I.R.S. Employer Identification
   or organization)                                           No)

               8F, NO. 268 KWANG-FU SOUTH ROAD, TAIPEI, TAIWAN ROC
               (Address of principal executive offices) (Zip Code)

                               011-886-2-2705-9051
                           (Issuer's telephone number)

                                       N/A
               _____________________________________________________
(Former name,former address and former fiscal year,if changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period) that the issuer was required to file such reports,  and (2) has
been subject to such filing requirements for the past 90 days.
         Yes [X]           No [ ]

         The number of shares  outstanding of the issuer's Common Stock,  $0.001
par value, as of the close of business on May 19, 2004 was 25,000,000.

         Transitional Small Business Disclosure Format (Check One):
         Yes [ ]   No [X]



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                                TABLE OF CONTENTS
                                                                                                             PAGE
                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)


<S>                                                                                                            <C>
PART I -          FINANCIAL INFORMATION.........................................................................1

         Item 1.  Consolidated Financial Statements.............................................................1

                  Consolidated Statements of Financial Position.................................................1

                  Consolidated Statements of Operations  (Unaudited)............................................2

                  Consolidated Statements of Cash Flows  (Unaudited)............................................3

                  Consolidated Statements of Changes in Stockholders' Equity....................................4

                  Notes to Condensed Consolidated Financial Statements..........................................5

         Item 2.  Management's Discussion and Analysis or Plan of Operation....................................12

         Item 3.  Controls and Procedures......................................................................14

PART II -         OTHER INFORMATION............................................................................16

         Item 1.  Legal Proceedings............................................................................16

         Item 2.  Changes in Securities........................................................................16

         Item 3.  Defaults Upon Senior Securities..............................................................16

         Item 4.  Submission of Matters to a Vote of Security Holders..........................................16

         Item 5.  Other Information............................................................................16

         Item 6.  Exhibits and Reports on Form 8-K.............................................................16

                  Signatures...................................................................................17

</TABLE>



                                        i
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                                       ASSETS
                                                                            March 31, 2004
                                                                              (Unaudited)          December 31, 2003
                                                                            ---------------        -----------------
<S>                                                                           <C>                      <C>
Current Assets
         Cash and cash equivalents                                               $96,839                 $922,421
         Accounts receivable, net                                                580,200                  305,206
         Other receivables                                                         1,326                    1,326
         Prepaid expenses                                                         53,835                  317,588
                                                                            ---------------        -----------------
                  Total Current Assets                                           732,200                1,546,541
                                                                            ---------------        -----------------

Fixed Assets, net                                                                403,150                  409,897
                                                                            ---------------        -----------------
                  Total Fixed Assets                                             403,150                  409,897
                                                                            ---------------        -----------------
Other Assets
         Deposits                                                                  5,986                    5,986
         Production in Progress                                                2,907,838                2,749,485
         Intangible assets, net                                                  679,185                  709,256
                                                                            ---------------        -----------------
                  Total Other Assets                                           3,593,009                3,464,727
                                                                            ---------------        -----------------
         Total Assets                                                         $4,728,359               $5,421,165
                                                                            ===============        =================

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
         Accounts payable and accrued expenses                                  $953,483                 $939,269
         Due to related party                                                     32,306                  128,940
         Deferred revenue                                                         30,138                  323,063
         Short term note payable                                                 120,551                  322,770
         Loans payable                                                           754,441                1,492,800
                                                                            ---------------        -----------------
         Total Current Liabilities                                             1,890,919                3,206,842

Stockholders' Equity
         Common stock, $.001 par value, 25,000,000
         shares authorized, 25,000,000 and 23,047,500
         issued and outstanding at March 31, 2004 and
         December 31, 2003, respectively                                          25,000                   23,048
         Additional paid in capital                                            3,093,186                2,356,779
         Cumulative foreign-exchange translation adjustment                      (28,263)                 (25,286)
         Retained earnings (deficit)                                            (252,483)                (140,218)
                                                                            ---------------        -----------------
         Total Stockholders' Equity                                            2,837,440                2,214,323
                                                                            ---------------        -----------------
         Total Liabilities and Stockholders' Equity                           $4,728,359               $5,421,165
                                                                            ===============        =================

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       1
<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                      Three Months Ended
                                                  --------------------------
                                                  March 31,        March 31,
                                                    2004             2003
                                                  ---------       ----------

Sales, net                                         $738,884               $0
Cost of Sales                                       628,774                0
                                                  ---------       ----------
     Gross profit                                   110,110                0

General and administrative expenses                 217,794            1,418
                                                  ---------       ----------

     Income (loss) from operations                 (107,684)          (1,418)
                                                  ---------       ----------

Other (Income) Expense
     Interest income                                     (1)               0
     Interest expense                                 4,582                0
                                                  ---------       ----------

     Total Other (Income) Expense                     4,581                0
                                                  ---------       ----------

     Income (loss) before income taxes             (112,265)          (1,418)

Provision for income taxes                                0                0
                                                  ---------       ----------
     Income (loss)                                ($112,265)         ($1,418)
                                                  =========       ==========

     Net income (loss) per share
     (basic and diluted)
           Basic                                   ($0.005)         ($0.000)
           Diluted                                 ($0.005)         ($0.000)

     Weighted average number of shares
           Basic                                 25,000,000       18,900,000
           Diluted                               25,000,000       18,900,000


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       2
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<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                         Three Months Ended
                                                                                March 31,                 March 31,
                                                                                  2004                     2003
                                                                               ----------                ----------
<S>                                                                            <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income (loss)                                                     ($112,265)                 ($1,418)

Adjustments to reconcile net loss to net cash used in
  operating activities:
         Depreciation                                                             18,764                        0
         Amortization                                                             30,071                        0
         Decrease (Increase) in receivables                                     (274,994)                       0
         Decrease (Increase) in prepaid expenses                                 263,753                        0
         (Decrease) Increase in accounts payable
           and accrued expenses                                                   14,214                      843
         (Decrease) Increase in deferred revenue                                (292,925)                       0
                                                                               ----------                ----------
         Total adjustments                                                      (241,117)                     843
                                                                               ----------                ----------
         Net cash used in operations                                            (353,382)                    (575)
                                                                               ----------                ----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Production in progress                                                 (158,608)                      --
         Purchase of furniture and equipment                                     (11,071)                       0
                                                                               ----------                ----------
         Net cash (used in) investing activities                                (169,679)                       0
                                                                               ----------                ----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Payment on current portion debt                                        (202,219)                       0
         (Decrease) Increase in due to related party                             (96,634)                     575
         (Decrease) Increase in loans payable                                   (738,359)                       0
         Sales of common stock                                                   738,359                        0
                                                                               ----------                ----------
         Net cash provided by (used in) financing activities                    (298,853)                     575
                                                                               ----------                ----------
         Effect of exchange rate change on cash                                   (3,668)                       0

         Net change in cash and cash equivalents                                (825,582)                       0
                                                                               ----------                ----------
         Cash and cash equivalents at beginning of year                          922,421                        0
                                                                               ----------                ----------
         Cash and cash equivalents at end of period                              $96,839                       $0
                                                                               ==========                ==========

         Supplemental cash flows
                  Interest payments                                               $3,991                       $0
                                                                               ==========                ==========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                            March 31, 2004
                                                                             (Unaudited)            December 31, 2003
                                                                            ---------------         -----------------
<S>                                                                          <C>                      <C>
Common Stock, number of shares outstanding
         Balance at beginning of period                                      $23,047,500              $18,900,000
         Stock cancellation                                                            0               (9,681,000)
         Stock issued                                                          1,952,500               13,828,500
                                                                            ---------------          ----------------
         Balance at end of period                                             25,000,000               23,047,500
                                                                            ===============          ================


Common stock, par value $.001 (thousands of shares)
         Balance at beginning of period                                          $23,048                  $18,900
         Stock cancellation                                                            0                   (9,681)
         Common stock issued                                                       1,952                   13,289
                                                                            ---------------          ----------------
         Balance at end of period                                                $25,000                  $23,048
                                                                            ---------------          ----------------

Additional paid in capital
         Balance at beginning of period                                        2,356,779                        0
         Stock cancellation                                                            0                    9,681
         Issuance of stock                                                       736,407                2,347,098
                                                                            ---------------          ----------------
         Balance at end of period                                              3,093,186                2,356,779
                                                                            ---------------          ----------------

Cumulative foreign-exchange translation adjustment
         Balance at beginning of period                                          (25,286)                       0
         Foreign currency translation                                             (2,977)                 (25,286)
                                                                            ---------------          ----------------
         Balance at end of period                                                (28,263)                 (25,286)
                                                                            ---------------          ----------------

Retained earning (deficit)
         Balance at beginning of period                                         (140,218)                 (56,133)
         Net income (loss)                                                      (112,265)                 (84,085)
                                                                            ---------------          ----------------
         Balance at end of period                                               (252,483)                (140,218)
                                                                            ---------------          ----------------

Total stockholders' equity at end of period                                   $2,837,440               $2,214,323
                                                                            ---------------          ----------------

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       4
<PAGE>



                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE 1 - NATURE OF OPERATIONS

C&D  Production  Inc.,  formerly  Huile' Oil & Gas, Inc.,  was  incorporated  on
October 24, 1997 under the laws of the State of Nevada.  C&D  Production  Group,
Inc.  was  incorporated  on May 23,  2003 under the laws of the  British  Virgin
Islands. C&D Production International was incorporated on November 6, 1998 under
the laws of the Republic of China. C&D Production  Group,  Inc. owns 100% of the
capital  stock  of  C&D  Production   International.   Collectively   the  three
corporations are referred to herein as the "Company".  When used in these notes,
the terms  "Company,"  "we,"  "our," or "us" mean C&D  Production  Inc.  and its
subsidiaries.

On  September  4,  2003,  C&D  Production  Group,  Inc.  became a  wholly  owned
subsidiary of C&D Production  Inc.  through an Exchange  Agreement,  whereby C&D
Production Inc. acquired all of the issued and outstanding  capital stock of C&D
Production Group, Inc. in exchange for 13,828,500 shares of C&D Production Inc.

The Company is a full-service  advertising and creative film  production  agency
using ideas and  technology to extend  concepts  across  multiple  mediums.  The
Company is currently involved in the creation of feature films and documentaries
focusing on mainland China.

The market  for  television  advertising  and  independent  film  production  is
relatively  new,  constantly  evolving  and  highly  competitive  in Taiwan  and
Mainland  China.  The Company will need  additional  investments  and funding in
order to  complete  the  development  and  improvements  necessary  for  planned
operations, growth and to remain competitive in the industry.

The Company,  through its  acquisition  of C&D  Production  International  is no
longer considered a development  stage company,  as it was during the year ended
December 31, 2002.



                                       5

<PAGE>



                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION - The accompanying  financial statements
have been prepared by C&D Production Inc., pursuant to the rules and regulations
of the Securities and Exchange  Commission  (the "SEC") Form 10-QSB and Item 310
of regulation S-B, and U.S. generally accepted accounting principles for interim
financial  reporting.  These  financial  statements  are  unaudited  and, in the
opinion of management,  include all adjustments  (consisting of normal recurring
adjustments and accruals)  necessary for a fair presentation of the statement of
financial  position,  operations,  and cash  flows  for the  periods  presented.
Operating  results  for the three  months  ended March 31, 2004 and 2003 are not
necessarily  indicative  of the results that may be expected for the year ending
December  31, 2004,  or any future  period,  due to seasonal and other  factors.
Certain  information  and footnote  disclosures  normally  included in financial
statements  prepared  in  accordance  with U.S.  generally  accepted  accounting
principles have been omitted in accordance with the rules and regulations of the
SEC. These financial  statements  should be read in conjunction with the audited
financial  statements and accompanying  notes,  included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003.

BASIS OF CONSOLIDATION - The consolidated  financial  statements for the quarter
ended March 31, 2004 include the accounts of C&D Production  Inc. and its wholly
owned subsidiaries, C&D Production Group, Inc. and C&D Production International.
All references  herein to the Company are included in the consolidated  results.
All significant intercompany accounts and transactions have been eliminated upon
consolidation.

REVENUE  RECOGNITION - Revenue from production of advertising is recognized upon
completion of the project, and is recorded net of discounts and allowances.

The Company will recognize film revenue from the  distribution  of feature films
and related  products when earned and  reasonably  estimable in accordance  with
Statement of Position 00-2  "Accounting by Producers or  Distributors  of Films"
(SOP 00-2).

PROJECT IN PROGRESS - The Company  currently has one project  under  development
which it expects to complete in the third  quarter of 2004.  Costs of production
are  capitalized  as incurred and amortized in accordance  SOP 00-2. As of March
31, 2004 $2,907,838 has been capitalized.

CASH  AND  CASH  EQUIVALENTS  -  Cash  equivalents  are  stated  at  cost.  Cash
equivalents are highly liquid investments  readily convertible into cash with an
original  maturity  of three  months or less and consist of time  deposits  with
commercial banks.

ALLOWANCE  FOR DOUBTFUL  ACCOUNTS - The Company  establishes  an  allowance  for
doubtful accounts on a case-by-case  basis when it believes the required payment
of specific  amounts  owed is  unlikely  to occur  after a review of  historical
collection  experience,  subsequent  collections and management's  evaluation of
existing economic conditions.

FIXED  ASSETS -  Property  and  equipment  are  stated at cost less  accumulated
depreciation.  Expenditures for major additions and improvements are capitalized
and minor  replacements,  maintenance  and  repairs  are  charged  to expense as
incurred.  Whenever an asset is retired or disposed of, its cost and accumulated
depreciation  or  amortization  is removed from the respective  accounts and the
resulting gain or loss is credited or charged to income.

                                       6

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Depreciation is computed using the straight-line and  declining-balance  methods
over the following estimated useful lives:

                 Furniture and Fixtures             5 - 8 years
                 Automobile                         5 years
                 Office Equipments                  3 - 8 years
                 Building and Improvements          30 years

CONTINGENCIES  -  Certain  conditions  may  exist as of the  date the  financial
statements are issued,  which may result in a loss to the Company but which will
only be resolved  when one or more  future  events  occur or fail to occur.  The
Company's management and legal counsel assess such contingent  liabilities,  and
such assessment  inherently involves an exercise of judgment.  In assessing loss
contingencies  related to legal proceedings that are pending against the Company
or unasserted  claims that may result in such  proceedings,  the Company's legal
counsel  evaluates the perceived  merits of any legal  proceedings or unasserted
claims  as well as the  perceived  merits  of the  amount  of  relief  sought or
expected to be sought.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's financial  statements.
If the assessment  indicates that a potential  material loss  contingency is not
probable but is  reasonably  possible,  or is probable but cannot be  estimated,
then the nature of the  contingent  liability,  together with an estimate of the
range of possible loss if determinable and material would be disclosed.

Loss  contingencies  considered  to be remote by  management  are  generally not
disclosed unless they involve  guarantees,  in which case the guarantee would be
disclosed.  As of March 31,  2004 and the date of this  report,  management  has
informed us that there are no matters that warrant  disclosure  in the financial
statements.

ADVERTISING - Advertising costs are expensed in the year incurred.

ESTIMATES - The  preparation  of financial  statements in  conformity  with U.S.
generally accepted  accounting  principles  requires  management to make certain
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Significant  estimates include  collectibility of accounts receivable,  accounts
payable, sales returns and recoverability of long-term assets.

CONCENTRATION OF CREDIT RISK - Financial instruments,  which subject the Company
to credit  risk,  consist  primarily  of cash  equivalents  and  trade  accounts
receivable arising from its normal business  activities.  The Company places its
cash in what it believes to be credit-worthy  financial  institutions,  however,
cash balances have exceeded the FDIC insured  levels at various times during the
year.  Concentration of credit risk with respect to trade accounts receivable is
primarily from related parties located in Asia. The Company  actively  evaluates
the  creditworthiness  of the customers with which it conducts  business through
credit approvals, credit limits and monitoring procedures.

                                       7

<PAGE>


                      C&D PRODUCTION, INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK  BASED  COMPENSATION  - The  Company  accounts  for  stock-based  employee
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and  complies  with  the  disclosure  provisions  of  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation."  Under  APB No.  25,  compensation  cost is  recognized  over the
vesting period based on the difference, if any, on the date of grant between the
fair value of the Company's stock and the amount an employee must pay to acquire
the stock.

IMPAIRMENT  OF LONG-LIVED  ASSETS - On January 1, 2002 the Company  adopted SFAS
No. 144  "Accounting  for the Impairment or Disposal of Long-Lived  Assets." The
Company evaluates long-lived assets for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  If the  estimated  future  cash flows  (undiscounted  and  without
interest  charges) from the use of an asset is less than the carrying  value,  a
write-down  would be recorded to reduce the related asset to its estimated  fair
value. There have been no such impairments to date.

EARNINGS PER SHARE - Earnings per share are based on the weighted-average number
of shares of common stock and common stock equivalents  outstanding  during each
period.  Earnings per share are computed  using the treasury  stock method.  The
options to purchase  common  shares are  considered  to be  outstanding  for all
periods presented but are not calculated as part of the earnings per share.

INCOME TAXES - Income taxes have been provided based upon the tax laws and rates
in the countries in which  operations  are  conducted and income is earned.  The
income tax rates imposed by the taxing authorities vary. Taxable income may vary
from pre-tax  income for  financial  accounting  purposes.  There is no expected
relationship  between the  provision  for income taxes and income  before income
taxes because the countries have different  taxation rules,  which vary not only
to nominal  rates but also in terms of available  deductions,  credits and other
benefits. Deferred tax assets and liabilities are recognized for the anticipated
future tax effects of  temporary  differences  between the  financial  statement
basis  and the tax  basis of the  Company's  assets  and  liabilities  using the
applicable  tax  rates in  effect  at year  end as  prescribed  by SFAS No.  109
"Accounting for Income Taxes."

EXCHANGE GAIN (LOSS) - As of March 31, 2004, the  transactions of C&D Production
International  denominated in foreign currency is recorded in New Taiwan Dollars
("NTD") at the rates of exchange in effect when the transactions occur. Exchange
gains and losses are recognized for the different foreign exchange rates applied
when the foreign currency assets and liabilities are settled.

TRANSLATION  ADJUSTMENTS - As of March 31, 2004,  the accounts of C&D Production
International were maintained,  and its financial statements were expressed,  in
NTD. Such financial  statements  were  translated  into U.S.  Dollars ("USD") in
accordance with SFAS No. 52, "Foreign Currency Translation," with the NTD as the
functional  currency.  According to SFAS No. 52, all assets and liabilities were
translated at the current exchange rate,  stockholder's equity are translated at
the  historical   rates  and  income  statement  items  are  translated  at  the
weighted-average  exchange  rate  for  the  period.  The  resulting  translation
adjustments  are reported under other  comprehensive  income in accordance  with
SFAS No. 130, "Reporting Comprehensive Income."

As  of  March  31,  2004  the  exchange  rates  between  NTD  and  the  USD  was
NTD$1=USD$0.03018. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02986.  There is a translation adjustment of ($28,263) recorded on
the books for March 31, 2004.

                                       8

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING  PRONOUNCEMENTS - In July 2001, the Financial Accounting Services
Board  ("FASB")  issued  SFAS No.  141  "Business  Combinations."  SFAS No.  141
requires that all business  combinations  initiated or completed  after June 30,
2001 be accounted  for using the  purchase  method of  accounting.  SFAS No. 141
provides for  recognition  and  measurement of intangible  assets  separate from
goodwill.  The Company  adopted SFAS No. 141 as of July 1, 2001. The adoption of
SFAS  No.  141 had no  effect  on the  consolidated  results  of  operations  or
financial position of the Company.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets."  Under SFAS No. 142,  goodwill and  intangible  assets with  indefinite
lives are no longer amortized but are reviewed at least annually for impairment.
The  amortization  provisions  of SFAS No. 142 apply to goodwill and  intangible
assets  acquired  after June 30, 2001.  With respect to goodwill and  intangible
assets  acquired  prior to July 1,  2001,  the  Company is  required  to and has
adopted SFAS No. 142 effective January 1, 2002. The adoption of SFAS No. 142 did
not have a material effect on the Company's  consolidated  financial position or
results of operations.

In August 2001, the FASB issued SFAS No. 144  "Accounting  for the Impairment or
Disposal of  Long-Lived  Assets." SFAS No. 144  supersedes  SFAS No. 121 and the
accounting  and reporting  provisions of APB 30. SFAS No. 144 provides  guidance
for determining  whether  long-lived  assets should be tested for impairment and
specific  criteria  for  classifying  assets to be disposed of as held for sale.
SFAS No. 144 is effective for fiscal years  beginning  after  December 15, 2001,
and the Company has adopted SFAS No. 144 as of January 1, 2002.  Management does
not  expect  the  adoption  of SFAS No.  144 to have a  material  effect  on the
Company's consolidated financial position or results of operations.

In June 2000, the American Institute of Certified Public  Accountants  ("AICPA")
issued   SOP-00-2,   "Accounting   by  Producers  or   Distributors   of  Films"
("SOP-00-2"),  which requires that film costs be  capitalized  and reported as a
separate  asset on the balance  sheet.  Film costs  include all direct  negative
costs incurred in the production of a film, as well as allocations of production
overhead  and  capitalized  interest.  Direct  negative  costs  include  cost of
scenario, story, compensation of cast, directors, producers, writers, extras and
staff, cost of set construction,  wardrobe,  accessories, sound synchronization,
rental of  facilities  on location  and post  production  costs.  SOP-00-2  also
requires that film costs be amortized and participation costs accrued, using the
individual-film-forecast-method-computation  method,  which amortizes or accrues
such costs in the same ratio that the current period actual revenue  (numerator)
bears  to  the  estimated  remaining  unrecognized  ultimate  revenue  as of the
beginning of the fiscal year (denominator).  The Company makes certain estimates
and  judgments of its future gross revenue to be received for each film based on
information  received by its  distributor,  historical  results and management's
knowledge of the industry.  Revenue and cost forecasts are continually  reviewed
by management and revised when warranted by changing conditions. A change to the
estimate of gross  revenues for an individual  film may result in an increase or
decrease to the percentage of amortization of capitalized film costs.

In addition,  SOP-00-2 also requires that if an event or change in circumstances
indicates  that an entity should assess whether the fair value of a film is less
than its unamortized film costs,  then an entity should determine the fair value
of the film and write-off to the statement of operations the amount by which the
unamortized capital costs exceeds the film's fair value.

The Company has capitalized  film costs and will commence  amortization of these
costs in the third quarter of 2004, when the film is anticipated to be released.

                                       9

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 3 - CONCENTRATION

The Company had three major  customer  during the three  months  ended March 31,
2004. Of the three customers referred to herein, one customer comprised 85.6% of
the total sales  during the three  months  ended March 31,  2004.  Sales to this
customer  were  approximately  $632,542.  Included  in  accounts  receivable  is
$407,469 from this customer as of March 31, 2004.

Note 4 - CASH

The Company  maintains  its cash  balances  at various  banks in Taiwan and Hong
Kong. All balances are insured by the Central Deposit Insurance Corporation.  As
of March 31, 2004, there were no uninsured  portions of the balances held at the
banks.

Note 5 - FIXED ASSETS

Fixed assets consist of the following as of March 31, 2004:

                 Land                                   $52,570
                 Building                                55,898
                 Office equipment                       459,047
                 Automobile                             161,282
                                                      ---------
                                                       $728,897

                 Accumulated depreciation             (325,747)
                                                      ---------
                                                       $403,150
                                                      ---------

NOTE 6 - INTANGIBLE ASSETS

                  A summary is as follows as of March 31, 2004:

                 Patents and Trademark costs         $1,182,093
                 Less accumulated amortization        (502,908)
                                                     ----------
                                                      $ 679,185
                                                     ==========


                                       10

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

NOTE 7 - DEBT

At March 31, 2004,  the Company had note payable  outstanding  in the  aggregate
amount of $120,551, payable as follows:

          Unsecured note payable to a bank in Taiwan,
          interest at 7.145% per annum, due on February
          8, 2004                                                  $120,551
                                                           -----------------

                                     Total                         $120,551
                                                           =================

Note 8 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases three office facilities under operating leases that terminate
on various dates.  Rental  expense for these leases  consisted of $13,482 and $0
for March 31, 2004 and 2003. The Company has future minimum lease obligations as
follows:

                                    2005         $46,834
                                    2006         28,028
                                    2007         21,428
                                                 ---------
                                    Total        $96,290
                                                 =========


                                       11

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  of the financial  condition and results of operations
should be read in conjunction  with the  consolidated  financial  statements and
related notes thereto and in conjunction  with the  Management's  Discussion and
Analysis set forth in the  Company's  Annual  Report on Form 10-KSB for the year
ended December 31, 2003.

The  following  discussion  contains  certain  forward-looking  statements  that
involve risk and uncertainties.  Our actual results could differ materially from
those  discussed  herein.  Factors  that  could  cause  or  contribute  to  such
differences include, but are not limited to, risks and uncertainties  related to
the need for additional funds, global economic conditions, particularly in Asia,
and decreasing advertising budgets of companies in general.

GENERAL

On September 4, 2003, C&D Production  Inc. (the  "Company")  acquired all of the
issued  and  outstanding  capital  stock of C&D  Production  Group,  Inc.  ("C&D
Group"),  which  holds all of the issued and  outstanding  capital  stock of C&D
Production   International  ("C&D   International")  (the  "Acquisition").   The
Acquisition was accounted for using the purchase method of accounting.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This  discussion  and  analysis  of  our  financial  condition  and  results  of
operations are based on our financial  statements  that have been prepared under
accounting  principles  generally accepted in the United States of America.  The
preparation of financial  statements in conformity  with  accounting  principles
generally  accepted in the United States of America  requires our  management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the reported  amounts of revenue and expenses
during the reporting  period.  Actual results could materially differ from those
estimates.  We have disclosed all significant  accounting  policies in Note 2 to
the  consolidated  financial  statements  included  in  this  Form  10-QSB.  The
consolidated  financial  statements and the related notes thereto should be read
in conjunction with the following discussion of our critical accounting policy:

REVENUE RECOGNITION

Revenue from  production of  advertising  is recognized  upon  completion of the
project, and is recorded net of discounts and allowances.

We will  recognize  film  revenue  from the  distribution  of feature  films and
documentaries  and related  products  when earned and  reasonably  estimable  in
accordance  with  Statement  of   Position-00-2   "Accounting  by  Producers  or
Distributors of Films."

RESULTS OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003 FOR THE COMPANY AND C&D
INTERNATIONAL

SALES.  Net sales for the Company for the three months ended March 31, 2004 were
$738,884  compared to $0 for the three months ended March 31, 2003. The increase
in sales for the three months  ended March 31, 2004 was due to the  Acquisition.
C&D  International's  net sales for the three  months  ended March 31, 2004 were
$738,884  compared to  $1,043,767  for the three  months ended March 31, 2003, a
decrease  of  $304,883,  or  29.2%.  The  decrease  in net  sales was due to the
reduction  in demand for film  productions  during the  quarter  ended March 31,
2004. The Company plans to generate  additional revenue through the distribution
of its feature films and related  products  during the second and third quarters
of 2004.

                                       12

<PAGE>

COST OF SALES.  Cost of sales  for the three  months  ended  March 31,  2004 was
$628,774  or 85.1% of sales,  as compared  to $0 during the three  months  ended
March 31, 2003.  The increase in cost of sales was due to the  Acquisition.  C&D
International's  cost of sales for the three  months  ended  March 31,  2004 was
$628,774, or 85.1% of sales, as compared to $849,010, or 81.3% of sales, for the
three months ended March 31, 2003. The decrease in cost of sales of $220,236, or
25.9%, was due to the decrease in sales. Cost of sales did not decrease in exact
proportion to sales due to various fixed costs associated with sales.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$217,794,  or 29.5% of sales,  for the three  months  ended March 31,  2004,  as
compared to $1,418 for the three months  ended March 31, 2003.  The increase was
due to the Acquisition.  C&D International's general and administrative expenses
for the three months ended March 31, 2004 was  $217,794,  or 29.5% of sales,  as
compared to  $249,672,  or 39.3% of sales,  for the three months ended March 31,
2003,   a  decrease  of  $31,878,   or  12.8%.   The  decrease  in  general  and
administrative expenses was due to a decrease in salaries and other compensation
paid as a result of the decrease in film  productions  during the quarter  ended
March  31,  2004.  General  and  administrative  expenses  did not  decrease  in
proportion to sales due to fixed costs of the Company.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months  ended March 31,  2004 was  ($107,674),  compared  to income  (loss) from
operations  for the three months ended March 31, 2003 of ($1,418).  The increase
in income (loss) from operations was due to the Acquisition. C&D International's
income  (loss) from  operations  for the three  months  ended March 31, 2004 was
($107,684)  as compared to ($54,915)  for the three months ended March 31, 2003.
This change was the result of the decrease in sales for film productions  during
the quarter ended March 31, 2004.

OTHER (INCOME)  EXPENSE.  Total other (income)  expense was $4,581 for the three
months ended March 31, 2004,  as compared to $0 for the three months ended March
31, 2003. The increase was due to the  Acquisition.  C&D  International's  other
(income)  expense  for the  three  months  ended  March 31,  2004 was  $4,581 as
compared to $8,837 for the three months ended March 31, 2003.  This decrease was
due to the  reduction  of interest  expenses  from bank loans during the quarter
ended March 31, 2004.

NET INCOME  (LOSS).  Net income (loss) for the three months ended March 31, 2004
was  ($112,265)  compared to net income  (loss) of ($1,418) for the three months
ended March 31, 2003. The increase in income (loss) was due to the  Acquisition.
C&D  International  had net income  (loss) for the three  months ended March 31,
2004 of  ($112,265)  as compared to net income (loss) of ($63,752) for the three
months ended March 31, 2003 for the reasons primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $96,839  at March  31,  2004 and  $922,421  at
December 31, 2003. The Company's total current assets were $732,200 at March 31,
2004 as compared to $1,546,541 at December 31, 2003. The Company's total current
liabilities  were  $1,890,919  at March 31, 2004 as compared  to  $3,206,842  at
December  31,  2003.  Working  capital at March 31,  2004 was  ($1,158,719)  and
($1,660,301) at December 31, 2003. During the three months ended March 31, 2004,
net cash used in  operations  was  ($353,382)  as  compared  to net cash used in
operations of ($575) during the same period in 2003.  Net cash used in financing
activities was ($298,853), which consisted of payments made for loans during the
three  months  ended  March 31,  2004,  as  compared  with net cash  provided by
financing  activities of $575 during the three months ended March 31, 2003.  Net
change in cash and cash  equivalents was ($825,582) and $0 for the first quarter
of 2004 and 2003, respectively.

Capital  expenditures.  Total capital expenditures during the three months ended
March 31, 2004 and 2003 were $169,679 and $0, respectively.

Working Capital Requirements.  The Company's operations and short term financing
do not  currently  meet the cash needs of the Company.  The Company  believes it
will be able to generate revenues from production fees and raise capital through
private  placement  offerings of its equity  securities to provide the necessary
cash flow to meet anticipated working capital requirements.  The Company's daily
operations  are,  from time to time,  supported by advances  from the  Company's

                                       13

<PAGE>

officers.  However,  the Company's actual working capital needs for the long and
short term will depend upon numerous factors,  including the Company's operating
results,  competition,  and the availability of credit facilities, none of which
can be predicted with certainty. Future expansion of the Company will be limited
by the availability of financing products and raising capital.

CURRENCY EXCHANGE FLUCTUATIONS

The accounts of C&D Production International were maintained,  and its financial
statements  were  expressed,  in New  Taiwan  Dollars  ("NTD").  Such  financial
statements  were  translated  into U.S.  Dollars in accordance with Statement of
Financial Accounts Standards ("SFAS") No. 52 ("SFAS No. 52"),  "Foreign Currency
Translation," with the NTD as the functional currency. According to SFAS No. 52,
all  assets  and  liabilities  are  translated  at the  current  exchange  rate,
stockholders'  equity is  translated at  historical  rates and income  statement
items are translated at the  weighted-average  exchange rate for the period. The
resulting translation  adjustments are reported under other comprehensive income
in accordance with SFAS No. 130, "Reporting Comprehensive Income."

At  March  31,   2004  the   exchange   rates   between  NTD  and  the  USD  was
NTD$1=USD$0.03018. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02986.  There is a translation adjustment of ($28,263) recorded on
the books of the Company for March 31, 2004.

FORWARD-LOOKING STATEMENTS

Certain  statements in this Quarterly  Report on Form 10-QSB,  under the section
"Management's  Discussion  and  Analysis or Plan of  Operation,"  and  elsewhere
relate to future events and expectations and as such constitute "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. The words "believes,"  "anticipates,"  "plans,"  "expects," and similar
expressions   are  intended  to  identify   forward-looking   statements.   Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors which may cause the actual results, performance or achievements of
us  to  be  materially  different  from  any  future  results,   performance  or
achievements expressed or implied by such forward-looking statements and to vary
significantly from reporting period to reporting period.  These  forward-looking
statements  were based on various  factors and were derived  utilizing  numerous
important  assumptions  and other  factors  that could cause  actual  results to
differ materially from those in the forward-looking  statements,  including, but
not limited to:  uncertainty as to our future  profitability  and our ability to
develop  and  implement  operational  and  financial  systems to manage  rapidly
growing  operations,  competition in our existing and potential future business,
and other factors.  Other factors and assumptions not identified above were also
involved in the derivation of these forward-looking  statements, and the failure
of such other  assumptions to be realized,  as well as other  factors,  may also
cause actual results to differ  materially  from those  projected.  We assume no
obligation to update these forward looking statements to reflect actual results,
changes   in   assumptions   or  changes  in  other   factors   affecting   such
forward-looking statements.

ITEM 3.   CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

         a.       EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

         Disclosure   controls  and  procedures  are  designed  to  ensure  that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that information  required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management,  including the Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions regarding required disclosure.  Within the 90 days prior to the filing
of this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures.  Based  upon  and as of the  date of that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our  disclosure  controls  and  procedures  are  effective  to ensure  that

                                       14

<PAGE>

information  required to be  disclosed  in the  reports  the  Company  files and
submits under the Exchange Act is recorded,  processed,  summarized and reported
as and when required.

         b.       CHANGES IN INTERNAL CONTROLS:

         There were no changes in our internal controls or in other factors that
could have significantly  affected those controls  subsequent to the date of our
most recent evaluation.









                                       15

<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None.

ITEM 2.  CHANGES IN SECURITIES

                  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  On January 27,  2004,  a majority of the  stockholders  of the
Company adopted separate resolutions that (i) approved increasing the authorized
number of shares of the Company's  common stock from  25,000,000 to  100,000,000
(the  "Authorized  Share  Increase") and (ii)  authorized the Company to file an
amendment to its Articles of  Incorporation  to reflect  such  Authorized  Share
Increase. The foregoing resolutions were adopted by written consent in lieu of a
special  meeting of the  stockholders  pursuant to Section  78.320 of the Nevada
Revised Statues.

                  Stockholders holding in the aggregate 12,613,567 shares of the
25,000,000  shares  (50.1%)  of the  outstanding  voting  stock  of the  Company
approved  the  Authorized  Share  Increase  and  the  related  amendment  to the
Company's  Articles of  Incorporation.  On May 21,  2004,  the  Company  filed a
preliminary  Information  Statement on Schedule  14C with the SEC in  connection
with the Authorized Share Increase.


ITEM 5.  OTHER INFORMATION

                  The Company does not currently have in place formal procedures
by which stockholders may recommend nominees to its board of directors.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits:

                 31.1     Certification of the Chief Executive Officer pursuant
                          to Section 302 of the  Sarbanes-Oxley  Act of 2002.

                 31.2     Certification of the Chief Financial Officer pursuant
                          to Section 302 of the  Sarbanes-Oxley  Act of 2002.

                 32       Certifications  of the Chief Executive  Officer and
                          Chief Financial Officer pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002.

        (b) Reports on Form 8-K:

            The  Company  did not  file a current  report on Form 8-K during the
quarter ended March 31, 2004.


                                       16

<PAGE>


                                   SIGNATURES


                  In accordance with the requirements of the Securities Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               C&D PRODUCTION INC.
Dated:  May 24, 2004           By: /S/ MICHAEL CHOU
                                   ----------------
                               Michael Chou
                               Chairman of the Board, Chief Executive Officer
                               and Secretary (Principal Executive Officer)

Dated:  May 24, 2004           By: /S/ RACHEL LIN
                                   --------------
                               Rachel Lin
                               Chief Financial Officer and Administrative and
                               Financial Manager (Principal Financial Officer)





                                       17