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: June 30, 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                                (I.R.S. Employer
incorporation or organization)                                Identification 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 August 18, 2004 was 25,000,000.

         Transitional Small Business Disclosure Format (Check One):

                         Yes [  ]           No [X]


<PAGE>


                                TABLE OF CONTENTS


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


                                                                            PAGE


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
                  JUNE 30, 2004...............................................5

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations........................11

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

PART II -         OTHER INFORMATION..........................................15

         Item 1.  Legal Proceedings..........................................15

         Item 2.  Changes in Securities......................................15

         Item 3.  Defaults Upon Senior Securities............................15

         Item 4.  Submission of Matters to a Vote of Security Holders........15

         Item 5.  Other Information..........................................15

         Item 6.  Exhibits and Reports on Form 8-K...........................15

                  Signatures.................................................16


                                       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
                                                                           June 30, 2004     December 31, 2003
                                                                            (Unaudited)
                                                                           _____________     _________________
<S>                                                                          <C>                <C>

Current Assets
     Cash and cash equivalents                                               $1,178,569         $  922,421
     Accounts receivable, net                                                   392,045            305,206
     Other receivables                                                            1,326              1,326
     Prepaid expenses                                                            52,131            317,588
                                                                             __________         __________
         Total Current Assets                                                 1,624,071          1,546,541
                                                                             __________         __________
Fixed Assets, net                                                               389,954            409,897
                                                                             __________         __________
         Total Fixed Assets                                                     389,954            409,897
                                                                             __________         __________
Other Assets
     Deposits                                                                     5,986              5,986
     Production in progress                                                   3,079,948          2,749,485
     Intangible assets, net                                                     649,340            709,256
                                                                             __________         __________
         Total Other Assets                                                   3,735,274          3,464,727
                                                                             __________         __________
     Total Assets                                                            $5,749,299         $5,421,165
                                                                             ==========         ==========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable and accrued expenses                                   $  856,733         $  939,269
     Due to related party                                                       255,095            128,940
     Deferred revenue                                                                 0            323,063
     Loans payable                                                            1,844,513          1,492,800
     Short term note payable                                                    207,438            322,770
                                                                             __________         __________
     Total Current Liabilities                                                3,163,779          3,206,842

Long-term debt, net of current portion                                          385,234                  0
                                                                             __________         __________
     Total Liabilities                                                        3,549,013          3,206,842
                                                                             __________         __________

Stockholders' Equity
     Common stock, $.001 par value, 25,000,000 shares authorized,
        25,000,000 and 23,047,500 shares issued and outstanding,
        respectively                                                             25,000             23,048
     Additional paid in capital                                               3,093,186          2,356,779
     Cumulative foreign-exchange translation adjustment                         (27,679)           (25,286)
     Retained earnings (deficit)                                               (890,221)          (140,218)
                                                                             __________         __________
     Total Stockholders' Equity                                               2,200,286          2,214,323
                                                                             __________         __________
     Total Liabilities and Stockholders' Equity                              $5,749,299         $5,421,165
                                                                             ==========         ==========

   Please see the notes to these condensed consolidated financial statements.

</TABLE>


                                       1


<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                            Three Months Ended                  Six Months Ended
                                                      ______________________________     ______________________________
                                                      June 30, 2004    June 30, 2003     June 30, 2004    June 30, 2003
                                                      _____________    _____________     _____________    _____________
<S>                                                    <C>              <C>               <C>              <C>

Sales, net                                             $   668,529      $         0       $ 1,407,413      $         0

Cost of sales                                              826,952                0         1,455,726                0
                                                       ___________      ___________       ___________      ___________
     Gross profit                                         (158,423)               0           (48,313)               0

General and administrative expenses                        507,965            1,586           725,759            3,004
                                                       ___________      ___________       ___________      ___________
     Income (loss) from operations                        (666,388)          (1,586)         (774,072)          (3,004)
                                                       ___________      ___________       ___________      ___________
Other (Income) Expense
     Interest income                                            (2)               0                (3)               0
     Miscellaneous income                                  (29,907)               0           (29,907)               0
     Interest expense                                        1,259                0             5,841                0
                                                       ___________      ___________       ___________      ___________
     Total Other (Income) Expense                          (28,650)               0           (24,069)               0
                                                       ___________      ___________       ___________      ___________
     Income (loss)  before income taxes                   (637,738)          (1,586)         (750,003)          (3,004)

Provision for income taxes                                       0                0                 0                0
                                                       ___________      ___________       ___________      ___________
     Net Income (loss)                                 $  (637,738)     $    (1,586)      $  (750,003)     $    (3,004)
                                                       ===========      ===========       ===========      ===========
     Net income (loss) per share (basic and diluted)
         Basic                                         $    (0.005)     $    (0.000)      $    (0.005)     $    (0.000)
         Diluted                                       $    (0.005)     $    (0.000)      $    (0.005)     $    (0.000)

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

   Please see the notes to these condensed consolidated financial statements.

</TABLE>


                                       2

<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                   Six Months Ended
                                                                           __________________________________
                                                                           June 30, 2004        June 30, 2003
                                                                           _____________        _____________
<S>                                                                       <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                                       $ (750,003)           $(3,004)

Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                37,586                  0
     Amortization                                                                59,691                  0
     Decrease (Increase) in receivables                                         (86,839)                 0
     Decrease (Increase) in prepaid expenses                                    265,457                  0
     (Decrease) Increase in accounts payable and accrued expenses               (82,536)                 0
     (Decrease) Increase in deferred revenue                                   (323,063)                 0
                                                                             __________            _______
     Total Adjustments                                                         (129,704)                 0
                                                                             __________            _______
     Net (cash used) in operations                                             (879,707)            (3,004)
                                                                             __________            _______

CASH FLOWS FROM INVESTING ACTIVITIES
     Production in progress                                                    (330,463)                 0
     Purchase of furniture and equipment                                        (16,698)                 0
                                                                             __________            _______
     Net cash (used in) investing activities                                   (347,161)                 0
                                                                             __________            _______

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of short term notes                                 592,672                  0
     Payment of short term notes                                               (322,770)                 0
     Proceeds from loans payable                                                351,713                  0
     Loan from related party                                                    126,155              3,004
     Sale of common stock                                                       738,359                  0
                                                                             __________            _______
     Net cash provided by (used in) financing activities                      1,486,129              3,004
                                                                             __________            _______
     Effect of exchange rate change on cash                                      (3,113)                 0

     Net change in cash and cash equivalents                                    256,148                  0
                                                                             __________            _______
     Cash and cash equivalents at beginning of year                             922,421                  0
                                                                             __________            _______
     Cash and cash equivalents at end of period                              $1,178,569            $     0
                                                                             ==========            =======

     Supplemental cash flows disclosures:
         Interest payments                                                   $    4,729            $     0
                                                                             ==========            =======

   Please see the notes to these condensed consolidated financial statements.

</TABLE>


                                       3


<PAGE>

<TABLE>
<CAPTION>


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


                                                                           June 30, 2004    December 31, 2003
                                                                            (Unaudited)
                                                                           _____________    _________________
<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
     Balance at beginning of year                                           $    23,048        $    18,900
     Stock cancellation                                                               0             (9,681)
     Common stock issued                                                          1,952             13,829
                                                                            ___________        ___________
     Balance at end of period                                                    25,000             23,048
                                                                            ___________        ___________

Additional paid in capital
     Balance at beginning of year                                             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 year                                               (25,286)                 0
     Foreign currency translation                                                (2,393)           (25,286)
                                                                            ___________        ___________
     Balance at end of period                                                   (27,679)           (25,286)
                                                                            ___________        ___________

Retained (deficits)
     Balance at beginning of year                                              (140,218)           (56,133)
     Net income (loss)                                                         (750,003)           (84,085)
                                                                            ___________        ___________
     Balance at end of period                                                  (890,221)          (140,218)
                                                                            ___________        ___________

Total stockholders' equity at end of period                                 $ 2,200,286        $ 2,214,323
                                                                            ===========        ===========

   Please see the notes to these condensed consolidated financial statements.

</TABLE>


                                       4


<PAGE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 Company operates in an industry characterized by significant competition and
rapid technological  changes. They will need additional  investments and funding
in order to complete the development and  improvements  necessary for growth and
planned operations.

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 six months ended June 30, 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  policies  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 for the year ended December 31, 2003.

BASIS OF CONSOLIDATION - The consolidated  financial statements for 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 Featured 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).


                                       5


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROJECT IN PROGRESS - 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")  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  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 June 30, 2004,  $2,754,524
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.

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

ADVERTISING - Advertising costs are expensed in the year incurred.


                                       6


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

IMPAIRMENT  OF LONG-LIVED  ASSETS - On January 1, 2002 the Company  adopted SFAS
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 109 "Accounting
for Income Taxes".

EXCHANGE GAIN (LOSS) - As of June 30, 2004, the  transactions of C&D Production,
Inc. - Taiwan  denominated in foreign currency is recorded in New Taiwan dollars
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.


                                       7


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

TRANSLATION  ADJUSTMENTS - As of June 30, 2004, the accounts of C&D  Production,
Inc. - Taiwan were maintained,  and its financial statements were expressed,  in
New Taiwan Dollars (NTD).  Such financial  statements  were translated into U.S.
Dollars  (USD) in  accordance  with  Statement of Financial  Accounts  Standards
("SFAS") No. 52, "Foreign Currency Translation",  with the NTD as the functional
currency. According to the Statement, 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  June  30,  2004  the  exchange   rates  between  NTD  and  the  USD  was
NTD$1=USD$0.02963. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02995.  There is a translation adjustment of ($27,679) recorded on
the books for June 30, 2004.

NOTE 3 - CONCENTRATION

The Company had five major  customer  during the six months ended June 30, 2004.
Of the five customers  referred to herein,  one customer  comprised 45.2% of the
total sales during the six months ended June 30,  2004.  Sales to this  customer
were approximately  $637,072.  Included in accounts  receivable is $202,128 from
this customer as of June 30, 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
(CDIC).  As of June 30, 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 June 30, 2004:

     Land                                            $   52,670
     Building                                            55,898
     Office equipment                                   464,674
     Automobile                                         161,282
                                                     __________
                                                     $  734,524

     Accumulated depreciation                          (344,570)
                                                     __________
                                                     $  389,954
                                                     ==========
NOTE 6 - INTANGIBLE ASSETS

         A summary is as follows as of June 30, 2004:

     Patents and Trademark costs                     $1,182,093
     Less accumulated amortization                     (532,753)
                                                     __________
                                                     $  649,340
                                                     ==========


                                       8


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE 7 - COMPENSATED ABSENCES

Employees can earn annual  vacation leave at the rate of seven (7) days per year
for the first three  years.  Upon  completion  of the third year of  employment,
employees  earn annual  vacation leave at the rate of ten (10) days per year for
years four  through  five.  Upon  completion  of the fifth  year of  employment,
employees earn annual  vacation leave at the rate of fourteen (14) days per year
for years six through ten. Upon completion of the tenth year of employment,  one
(1) additional day for each additional  year,  until it reaches thirty (30) days
per year. At termination, employees are paid for any accumulated annual vacation
leave. As of June 30, 2004, vacation liability exists in the amount of $10,112.

NOTE 8 - RELATED PARTY TRANSACTIONS

Throughout the history of the Company, certain members of the Board of Directors
and  general  management  have  made  loans to the  Company  to cover  operating
expenses or operating  deficiencies.  As of June 30, 2004, the Company has a non
interest-bearing  loan from Chin-Ping Chou, the Company's Chairman of the Board,
Chief Executive Officer and Secretary, in the amount of $255,055.

NOTE 9 - DEBT

At June 30, 2004,  the Company had notes  payable  outstanding  in the aggregate
amount of $592,672, payable as follows:


Unsecured note payable to a bank in Taiwan,
interest at 5.47% per annum, due on
December 31, 2004                                      $  207,438

Unsecured note payable to a bank in Taiwan,
interest at 5.47% per annum, due on
November 10, 2005                                         237,067

Unsecured note payable to a bank in Taiwan,
interest at 5.47% per annum, due on
November 19, 2005                                         148,167
                                                       __________
                                                          592,672

                  Current portion                         207,438

                  Long-term portion                    $  385,234
                                                       ==========

NOTE 10 - LOAN PAYABLE

As of June 30,  2004,  the Company has a loan payable to an  investment  banking
firm of  $1,844,513.  The terms of this note is currently  being  negotiated and
therefore the total amount has been classified as a current liability.  See Note
12, Subsequent Events.


                                       9


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004



NOTE 11 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The  Company  leases  three  office   facilities  under  operating  leases  that
terminates  on various  dates.  Rental  expense for these  leases  consisted  of
$37,101 and $0 for June 30, 2004 and 2003.  The Company has future minimum lease
obligations as follows:

     2005                  $   34,849
     2006                      27,737
     2007                      14,046
                           __________
     Total                 $   76,632
                           ==========

NOTE 12 - SUBSEQUENT EVENTS

In  January  2004,  the  Company's  Board of  Directors  and a  majority  of its
shareholders   approved  and   recommended   that  the  Company's   Articles  of
Incorporation  be amended to increase the number of authorized  shares of common
stock, par value $0.001 (the "Common Stock"), from 25,000,000 to 100,000,000. On
August 4, 2004, the Company filed an amendment to its  Information  Statement on
Schedule 14C in connection  with  increasing the number of authorized  shares of
Common Stock from 25,000,000 to 100,000,000.

In August 2004,  the Company's  Board of Directors also approved the issuance of
5,000,000 shares of Common Stock as consideration  for the conversion in full of
a loan  payable  to a third  party  in the  aggregate  amount  of  approximately
$1,857,500 (as described in Note 10 above).  On August 17, 2004, the Company and
nine investors  executed a Stock Purchase  Agreement  pursuant to which the loan
payable will be converted  into  5,000,000  shares of Common Stock at a price of
approximately $.3715 per share.


                                       10


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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 JUNE 30, 2004 AND JUNE 30, 2003 FOR THE COMPANY AND C&D
INTERNATIONAL

SALES.  Net sales for the Company for the three  months ended June 30, 2004 were
$668,529  compared to $0 for the three months ended June 30, 2003.  The increase
in sales for the three  months  ended June 30, 2004 was due to the  Acquisition.
C&D  International's  net sales for the three  months  ended June 30,  2004 were
$668,529  compared to  $762,373  for the three  months  ended June 30,  2003,  a
decrease  of  $93,844,  or  12.3%.  The  decrease  in net  sales  was due to the
reduction in demand for film productions during the quarter ended June 30, 2004.
The Company plans to generate additional revenue through the distribution of its
feature films and related products during the third and fourth quarters of 2004.

COST OF SALES.  Cost of sales  for the  three  months  ended  June 30,  2004 was
$826,952,  or 123.7% of net sales,  as  compared  to $0 during the three  months
ended June 30, 2003.  The increase in cost of sales was due to the  Acquisition.
C&D  International's  cost of sales for the three months ended June 30, 2004 was
$826,896,  or 123.7% of sales, as compared to $687,744,  or 90.2% of sales,  for


                                       11


<PAGE>


the three months ended June 30, 2003. The increase in cost of sales of $139,152,
or 20.2%, was due to the increase in production costs, such as shooting fees and
wages for actors.  Cost of sales  increased  while sales decreased due to higher
labor costs than the previous year.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$507,965  or 76% of net sales,  for the three  months  ended June 30,  2004,  as
compared to $1,586 for the three months  ended June 30,  2003.  The increase was
due to the Acquisition.  C&D International's general and administrative expenses
for the three months  ended June 30, 2004 was  $507,965,  or 75.9% of sales,  as
compared to  $101,523,  or 13.3% of sales,  for the three  months ended June 30,
2003,  an  increase  of  $406,442,  or  400.3%.  The  increase  in  general  and
administrative  expenses  was due to an increase in salaries  and other  related
expenses as a result of C&D International  working on a higher-end,  higher-cost
DVD project during the quarter ended June 30, 2004.  General and  administrative
expenses  increased while sales decreased due to expenses incurred in connection
with the in-house DVD project  combined  with the fact that as of June 30, 2004,
C&D International had not published any DVDs and,  therefore,  had not generated
any sales from the project.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months  ended June 30,  2004 was  ($666,388),  compared  to income  (loss)  from
operations for the three months ended June 30, 2003 of ($1,586). 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 June 30, 2004 was
($666,332)  as compared to  ($26,895)  for the three months ended June 30, 2003.
This  change  was the  result  of the  decrease  in sales  for  commercial  film
productions during the quarter ended June 30, 2004.

OTHER (INCOME) EXPENSE. Total other (income) expense was ($28,650) for the three
months  ended June 30,  2004,  as compared to $0 for the three months ended June
30, 2003. The increase was due to the  Acquisition.  C&D  International's  other
(income)  expense  for the three  months  ended June 30, 2004 was  ($28,647)  as
compared to $9,635 for the three months ended June 30,  2003.  This  increase in
other  income  was  due to C&D  International  recognizing  as  other  income  a
production  security  deposit it retained  subsequent  to a film  project  being
cancelled during the quarter ended June 30, 2004.

NET INCOME  (LOSS).  Net income  (loss) for the three months ended June 30, 2004
was  ($637,738)  compared to net income  (loss) of ($1,586) for the three months
ended June 30, 2003.  The increase in income (loss) was due to the  Acquisition.
C&D International had net income (loss) for the three months ended June 30, 2004
of ($637,685) as compared to net income (loss) of ($36,530) for the three months
ended June 30, 2003 for the reasons primarily described above.

FOR SIX MONTHS  ENDED JUNE 30,  2004 AND JUNE 30,  2003 FOR THE  COMPANY AND C&D
INTERNATIONAL

SALES.  Net sales for the  Company  for the six months  ended June 30, 2004 were
$1,407,413  compared to $0 for the six months ended June 30, 2003.  The increase
in sales for the six months ended June 30, 2004 was due to the Acquisition.  C&D
International's net sales for the six months ended June 30, 2004 were $1,407,413
compared to  $1,806,139  for the six months  ended June 30,  2003, a decrease of
$398,726, or 22.1%. The decrease in net sales was due to the reduction in demand
for film productions during the six months ended June 30, 2004.

COST OF  SALES.  Cost of  sales  for the six  months  ended  June  30,  2004 was
$1,455,726 or 103.4% of net sales, as compared to $0 during the six months ended
June 30,  2003.  The increase in cost of sales was due to the  Acquisition.  C&D
International's  cost of  sales  for the six  months  ended  June  30,  2004 was
$1,455,670,  or 103.4% of sales,  as compared to $1,536,754,  or 85.1% of sales,
for the six  months  ended  June  30,  2003.  The  decrease  in cost of sales of
$81,084,  or 5.3%,  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
$725,759  or 51.6% of net sales,  for the six months  ended  June 30,  2004,  as
compared to $3,004 for the six months ended June 30, 2003.  The increase was due
to the Acquisition.  C&D International's general and administrative expenses for
the six months ended June 30, 2004 were $725,759, or 51.6% of sales, as compared
to  $351,195,  or 19.4% of sales,  for the six months  ended June 30,  2003,  an
increase of  $374,564,  or 106.7%.  The  increase in general and  administrative


                                       12


<PAGE>


expenses  was due to an  increase in salaries  and other  related  expenses as a
result of C&D  International  working on a higher-end,  higher-cost  DVD project
during the six months ended June 30, 2004. General and  administrative  expenses
did not decrease in  proportion to sales due to the in-house DVD project and the
related  increase in expenses  combined  with the fact that as of June 30, 2004,
C&D International had not published any DVDs and,  therefore,  had not generated
any sales from the project.

INCOME (LOSS) FROM OPERATIONS.  Income (loss) from operations for the six months
ended June 30, 2004 was  ($774,072),  compared to income (loss) from  operations
for the six months  ended June 30,  2003 of  ($3,004).  The  increase  in income
(loss) from operations was due to the Acquisition.  C&D  International's  income
(loss) from  operations for the six months ended June 30, 2004 was ($774,016) as
compared to ($81,810)  for the six months  ended June 30, 2003.  This change was
the result of the decrease in sales for film  productions  during the six months
ended  July 30,  2004  and  increased  fixed  costs of  sales  and  general  and
administrative expenses.

OTHER (INCOME)  EXPENSE.  Total other (income) expense was ($24,069) for the six
months ended June 30, 2004,  as compared to $0 for the six months ended June 30,
2003.  The  increase  was  due to the  Acquisition.  C&D  International's  other
(income)  expense  for the six  months  ended  June 30,  2004 was  ($24,066)  as
compared to $18,472 for the six months  ended June 30,  2003.  This  increase in
income was due to C&D  International  recognizing  as other  income a production
security deposit it retained subsequent to a film project being cancelled.

NET INCOME (LOSS).  Net income (loss) for the six months ended June 30, 2004 was
($750,003)  compared to net income  (loss) of ($3,004)  for the six months ended
June 30, 2003.  The increase in income  (loss) was due to the  Acquisition.  C&D
International  had net income  (loss) for the six months  ended June 30, 2004 of
($749,950)  as compared to net income  (loss) of  ($100,282)  for the six months
ended June 30, 2003 for the reasons primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $1,178,569  at June 30,  2004 and  $922,421 at
December 31, 2003. The Company's  total current  assets were  $1,624,071 at June
30, 2004 as compared to  $1,546,541 at December 31, 2003.  The  Company's  total
current  liabilities  were $3,163,779 at June 30, 2004 as compared to $3,206,842
at December  31, 2003.  Working  capital at June 30, 2004 was  ($1,539,708)  and
($1,660,301)  at December 31,  2003.  During the six months ended June 30, 2004,
net cash used in  operations  was  ($879,707)  as  compared  to net cash used in
operations  of  ($3,004)  during the same period in 2003.  Net cash  provided by
financing activities was $1,486,129,  which consisted of payments made for loans
during the six months ended June 30, 2004, as compared with net cash provided by
financing  activities of $3,004  during the six months ended June 30, 2003.  Net
change in cash and cash  equivalents  was $256,148 and $0 for the second quarter
of 2004 and 2003, respectively.

Capital  expenditures.  Total capital  expenditures  during the six months ended
June 30, 2004 and 2003 were $347,161 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
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


                                       13


<PAGE>


resulting translation  adjustments are reported under other comprehensive income
in accordance with SFAS No. 130, "Reporting Comprehensive Income."

As  of  June  30,  2004  the  exchange   rates  between  NTD  and  the  USD  was
NTD$1=USD$0.02963. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02995.  There is a translation adjustment of ($27,679) recorded on
the books of the Company for June 30, 2004.

FORWARD-LOOKING STATEMENTS

Certain  statements in this Quarterly  Report on Form 10-QSB,  under the section
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  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
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
during the most recent  quarter that has materially  affected,  or is reasonably
likely to materially affect, our internal controls over financial reporting.


                                       14


<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

                  None.
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.

                  Effective  May 31,  2004,  Rachel  Lin,  the  Chief  Financial
Officer,  Administrative  and  Financial  Manager  and a member  of the board of
directors of the Company, resigned from all of her positions at the Company. Ms.
Lin's  resignation was not due to any  disagreement  she had with the Company on
any  matter  relating  to  the  Company's  operations,  policies  or  practices.
Effective  June 1,  2004,  Chien-Te  Chou and was named as the  Chief  Financial
Officer,  Administrative  and  Financial  Manager  and a member  of the board of
directors of the Company.

                  On August 4, 2004,  we filed with the SEC an  amendment to our
Information  Statement on Schedule 14C in connection  with increasing the number
of authorized shares of our common stock, par value $.001 per share (the "Common
Stock"),  from 25,000,000 to 100,000,000.  On August 17, 2004, we also filed the
proper  documentation  with the  Secretary  of State of the  State of  Nevada to
effectuate such share increase.

                  On August 17, 2004, the Company and nine investors  executed a
Stock  Purchase  Agreement   pursuant  to  which  an  approximately   $1,857,500
outstanding  loan of the Company  will be  converted  into  5,000,000  shares of
Common Stock at a price of approximately $.3715 per share.

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 June 30, 2004.


                                       15


<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:  August 20, 2004          By: /s/ MICHAEL CHOU
                                   _____________________________________________
                                   Michael Chou
                                   Chairman of the Board, Chief Executive
                                   Officer and Secretary
                                   (Principal Executive Officer)



Dated:  August 20, 2004          By: /s/ CHIEN-TE CHOU
                                   _____________________________________________
                                   Chien-Te Chou
                                   Chief Financial Officer and Administrative
                                   and Financial Manager
                                   (Principal Financial Officer)


                                       16