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:  September 30, 2003
                                 __________________

                                       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)

(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
             _____                     _____

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDING  DURING  THE
PRECEDING FIVE YEARS

         Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court.

         Yes                        No
             _____                     _____

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's Common Stock, $0.001 par value,
as of the close of business on November 13, 2003 was 23,047,500.



<PAGE>


                                     INDEX


                                                                            PAGE


                      C&D Production Inc. and Subsidiaries
                        (Formerly Huile' Oil & Gas, Inc.)


PART I -          FINANCIAL INFORMATION........................................1

     ITEM 1.      CONSOLIDATED FINANCIAL STATEMENTS............................1

     Consolidated Statements of Financial Position as of September 30,
         2003 (unaudited) and December 31, 2002................................1

     Consolidated Statements of Operations (unaudited) for the three
         months and nine months ended September 30, 2003 and 2002..............2

     Consolidated Statements of Cash Flows (unaudited) for the nine
         months ended September 30, 2002 and 2002..............................3

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

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

     ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF
                    OPERATIONS................................................13

     ITEM 3.      CONTROLS AND PROCEDURES.....................................16

PART II -         OTHER INFORMATION...........................................17

     ITEM 1.      LEGAL PROCEEDINGS...........................................17

     ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS...................17

     ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.............................17

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........17

     ITEM 5.      OTHER INFORMATION...........................................17

     ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K............................17

     SIGNATURES...............................................................18


                                       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
                                                                          September 30, 2003
                                                                              (Unaudited)             December 31, 2002
                                                                          __________________          _________________
<S>                                                                             <C>                            <C>

Current Assets
         Cash and cash equivalents                                              $362,403                       $0
         Accounts receivable, net                                                628,750                        0
         Other receivables                                                         1,335                        0
         Prepaid expense                                                       2,442,077                        0
                                                                          __________________          _________________
                  Total Current Assets                                         3,434,565                        0
                                                                          __________________          _________________
Fixed Assets, net                                                                380,469                        0
                                                                          __________________          _________________
                  Total Fixed Assets                                             380,469                        0
                                                                          __________________          _________________
Other Assets
         Deposits                                                                     88                        0
         Intangible assets, net                                                  744,027                        0
                                                                          __________________          _________________
                  Total Other Assets                                             744,115                        0
                                                                          __________________          _________________
         Total Assets                                                         $4,559,149                       $0
                                                                          ==================          =================

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
         Accounts payable and accrued expenses                                  $619,558                       $0
         Due to related party                                                    984,918                   37,233
         Short term note payable                                                 591,000                        0
                                                                          __________________          _________________
         Total Current Liabilities                                             2,195,476                   37,223
Stockholders' Equity
         Common stock, $.001 par value, 25,000,000
         shares authorized, 23,047,500 and 18,900,000
         issued and outstanding, respectively                                     23,048                   18,900
         Additional paid in capital                                            2,356,779                        0
         Cumulative foreign-exchange translation adjustment                          539                        0
         Retained earnings                                                       (16,693)                 (56,133)
                                                                          __________________          _________________
         Total Stockholders' Equity                                            2,363,673                  (37,233)
                                                                          __________________          _________________
         Total Liabilities and Stockholders' Equity                           $4,559,149                       $0
                                                                          ==================          =================

                                     See  accompanying   notes  to  consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                           Three Months Ended                  Nine Months Ended
                                                     ______________________________     _______________________________
                                                     September 30,    September 30,     September 30,     September 30,
                                                          2003             2002              2003              2002
                                                     _____________    _____________     _____________     _____________
<S>                                                    <C>                    <C>         <C>                      <C>

Sales, net                                             $280,081               $0          $280,081                 $0
Cost of Sales                                           212,666                0           212,666                  0
                                                     _____________    _____________     _____________     _____________
     Gross profit                                        67,415                0            67,415                  0

General and administrative expenses                      65,641              853            65,641              3,805
                                                     _____________    _____________     _____________     _____________
     Income (loss) from operations                        1,774             (853)            1,774             (3,805)
                                                     _____________    _____________     _____________     _____________
Other (Income) Expense
     Interest income                                         (6)               0                (6)                 0
     Forgiveness of loan                                (40,237)               0           (40,237)                 0
     Bad debt expense                                         0                0                 0                  0
     Interest expense                                     2,577                0             2,577                  0
                                                     _____________    _____________     _____________     _____________
     Total Other (Income) Expense                       (37,666)               0           (37,666)                 0
                                                     _____________    _____________     _____________     _____________
     Income (loss) before income taxes                   39,440             (853)           39,440             (3,805)

Provision for income taxes                                    0                0                 0                  0
                                                     _____________    _____________     _____________     _____________
     Income (loss)                                      $39,440            ($853)          $39,440             (3,805)
                                                     =============    =============     =============     =============
     Net income (loss) per share
     (basic and diluted)
           Basic                                        $0.002          ($0.000)           $0.002            ($0.000)
           Diluted                                      $0.002          ($0.000)           $0.002            ($0.000)

     Weighted average number of shares
           Basic                                     20,252,446      18,900,000         19,355,736         18,900,000
           Diluted                                   20,252,446      18,900,000         19,355,736         18,900,000


                                     See accompanying notes to 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)

                                                                                       Nine Months Ended
                                                                             _______________________________________
                                                                             September 30,             September 30,
                                                                                  2003                     2002
                                                                             _____________             _____________
<S>                                                                              <C>                      <C>

CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income (loss)                                                       $39,440                  ($3,805)

Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                              6,379                        0
         Amortization                                                              8,639                        0
         Forgiveness of bad debt                                                 (40,237)                       0
         Cash received in acquisition of subsidiary                              235,365                        0
         Decrease (Increase) in receivables                                      107,343                        0
         Decrease (Increase) in other receivables                                 26,198                        0
         Decrease (Increase) in prepaid expenses                                (221,186)                       0
         Decrease (Increase) in deposit                                              (88)                       0
         (Decrease) Increase in accounts payable
           and accrued expenses                                                 (180,289)                  (1,276)
                                                                             _____________             _____________
         Total Adjustments                                                       (57,876)                  (1,276)
                                                                             _____________             _____________
         Net cash used in operations                                             (18,436)                  (5,081)
                                                                             _____________             _____________

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of intangible assets                                                 0                        0
         Purchase of furniture and equipment                                           0                        0
                                                                             _____________             _____________
         Net cash provided by investing activities                                     0                        0
                                                                             _____________             _____________

CASH FLOWS FROM FINANCING ACTIVITIES
         Payment on current portion debt                                               0                        0
         Issuance of short-term debt                                              19,571                        0
         (Decrease) Increase in due to related party                             358,681                    5,081
                                                                             _____________             _____________
         Net cash provided by financing activities                               378,252                    5,081
                                                                             _____________             _____________
         Effect of exchange rate change on cash                                    2,587                        0

         Net change in cash and cash equivalents                                 362,403                        0
                                                                             _____________             _____________
         Cash and cash equivalents at beginning of year                                0                        0
                                                                             _____________             _____________
         Cash and cash equivalents at end of period                             $362,403                       $0
                                                                             =============             =============

         Supplemental cash flows
                  Income tax payments                                                 $0                       $0
                                                                             _____________             _____________
                  Interest payments                                               $2,577                       $0
                                                                             _____________             _____________
                  Purchase of Subsidiary for exchange of stock                $2,360,927                       $0
                                                                             _____________             _____________

          See accompanying notes to 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

                                                               September 30, 2003
                                                                  (Unaudited)           December 31, 2002
                                                               __________________       _________________
<S>                                                                   <C>                      <C>

Retained (deficits)
         Balance at beginning of year                                 ($56,133)                ($51,254)
         Net income (loss)                                              39,440                   (4,879)
                                                               __________________       _________________
         Balance at end of year                                        (16,693)                 (56,133)
                                                               __________________       _________________

Common stock, par value $.001 (thousands of shares)
         Balance at beginning of year                                   18,900                   18,900
         Stock cancellation                                             (9,681)                       0
         Common stock issued                                            13,829                        0
                                                               __________________       _________________
         Balance at end of year                                         23,048                   18,900
                                                               __________________       _________________

Additional paid in capital
         Balance at beginning of year                                        0                        0
         Stock cancellation                                              9,681                        0
         Issuance of stock                                           2,347,098                        0
                                                               __________________       _________________
         Balance at end of year                                      2,356,779                        0
                                                               __________________       _________________

Cumulative foreign-exchange translation adjustment
         Balance at beginning of year                                        0                        0
         Foreign currency translation                                      539                        0
                                                               __________________       _________________
         Balance at end of year                                            539                        0
                                                               __________________       _________________

Total stockholders' equity at end of year                           $2,363,673                 ($37,233)
                                                               ==================       =================


          See accompanying notes to consolidated financial statements.

</TABLE>

                                       4


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              Notes to Condensed Consolidated Financial Statements

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
Island. C&D Production  International was incorporated on November 6, 1998 under
the law of 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.

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.

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") for Form 10-QSB and Item
310 of regulation S-B, and 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 nine months ended September 30, 2003 and 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December  31, 2003,  or any future  period,  due to seasonal and other  factors.
Certain  information  and footnote  disclosures  normally  included in financial
statements  prepared in accordance with 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, 2002.


                                       5

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                       (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


BASIS OF CONSOLIDATION - The consolidated  financial statements for 2003 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  and films is
recognized upon completion of the project,  and is recorded net of discounts and
allowances.

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

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.

                                       6

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 September 30, 2003 and the date of our 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.

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")  123,  "Accounting  for  Stock-Based
Compensation."  Under APB 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.


                                       7

<PAGE>
                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 are 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  September  30,  2003,  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.

TRANSLATION  ADJUSTMENTS  - As of  September  30,  2003,  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  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".


                                       8


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


As of  September  30,  2003  the  exchange  rates  between  NTD  and the USD was
NTD$1=USD$0.02955.  The weight-average  rate of exchange between NTD and USD was
NTD$1 = USD$0.02891.

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

In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible  Assets".
Under SFAS 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 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
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material effect to the Company's  consolidated  financial position or results of
operations.

In August  2001,  the FASB issued SFAS 144  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  SFAS supersedes SFAS 121 and the accounting and
reporting  provisions  of APB 30. SFAS 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.  The  statement  is
effective for fiscal years  beginning  after  December 15, 2001, and the Company
has adopted the statement as of January 1, 2002.  Management does not expect the
adoption  of  this  statement  to  have  a  material  effect  on  the  Company's
consolidated financial position or results of operations.

NOTE 3 - CONCENTRATION

The Company had ten major  customers  during the nine months ended September 30,
2003. Of the ten customers  referred to herein,  three customers comprise 41% of
the total sales during the nine months ended September 30, 2003.  Sales to these
customers  were  approximately  $1,164,667.  Included in accounts  receivable is
$164,260 from these customers as of September 30, 2003.

NOTE 4 - CASH

The Company  maintains  its cash  balances  at various  banks in Taiwan and Hong
Kong.  The  balances  are  insured  up to  approximately  $28,570  and  $12,907,
respectively. As of September 30, 2003, there was $287,108 in uninsured balances
held at these banks.


                                       9

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - FIXED ASSETS

Fixed assets consist of the following:

                      Land                                   $    53,042
                      Building                                    56,293
                      Office equipment                           447,976
                      Automobile                                 113,856
                                                             _______________
                                                             $   671,167
                      Accumulated depreciation                  (290,698)
                                                             _______________
                                                             $   380,469
                                                             _______________

NOTE 6 - COMPENSATED ABSCENSES

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 September 30, 2003 no accumulated vacation liability exists.

NOTE 7 - EXCHANGE AGREEMENT

On September 4, 2003, C&D Production Group Inc. became a wholly owned subsidiary
of C&D  Production  Inc.  through an Exchange  Agreement.  C&D  Production  Inc.
acquired all of the issued and outstanding capital stock of C&D Production Group
Inc.  pursuant to the Exchange  Agreement,  by issuing  13,828,500 shares of C&D
Production Inc. common stock.

In  connection  with the  exchange  and change in control,  the  officers of C&D
Production Inc. resigned and new officers and directors were appointed.

NOTE 8 - STOCK PURCHASE BUSINESS COMBINATION

On September 4, 2003, the Company completed the purchase of C&D Production Group
Inc., a full-service advertising and creative film production agency using ideas
and technology to extend concepts across  multiple  medium,  by acquiring all of
the  outstanding  capital  stock of C&D  Production  Group Inc. in exchange  for
13,828,500  shares of C&D Production  Inc.'s common stock.  The  acquisition was
accounted for using the purchase  method of  accounting  and,  accordingly,  C&D
Production  Inc.'s results of operations have been included in the  consolidated
financial statements since the date of acquisition.

                                       10

<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following table presents the allocation of the acquisition  cost,  including
professional  fees and other related  acquisition  costs, to the assets acquired
and liabilities assumed:

Cash and cash equivalents                                      $   235,000
Accounts receivable                                                736,000
Other current assets                                                27,000
Prepaid expenses                                                 2,220,000
Property, plant, and equipment                                     380,000
Other noncurrent assets                                            748,000
                                                               ___________
Total assets                                                   $ 4,346,000
                                                               ___________
Accounts payable                                               $   772,000
Loan payable                                                       571,000
Other current liabilities                                           28,000
Officer advances                                                   586,000
                                                               ___________
Total liabilities                                              $ 1,957,000
                                                               ___________
Total acquisition cost                                         $ 2,389,000
                                                               ===========

NOTE 9 - DEBT

At  September  30,  2003,  the  Company  had notes  payable  outstanding  in the
aggregate amount of $591,000. Payable as follows:

           Unsecured note payable to a bank in Taiwan,
           interest at 7.145% per annum, due on
           January 7, 2004                                              $118,200
           Unsecured note payable to a bank in Taiwan,
           interest at 7.145% per annum, due on
           November 5, 2003                                              118,200
           Unsecured note payable to a bank in Taiwan,
           interest at 7.145% per annum, due on
           October 30, 2003                                              147,750
           Unsecured note payable to a bank in Taiwan,
           interest at 7.145% per annum, due on
           October 2, 2003                                               118,200
           Unsecured note payable to a bank in Taiwan,
           interest at 7.145% per annum, due on
           February 8, 2004                                               88,650
                                                                        ________
           Total                                                        $591,000
                                                                        ========


                                       11


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 - RELATED PARTY TRANSACTIONS

Throughout  the  history  of  the  Company,  certain  members  of the  Board  of
Directors, shareholders and general management have made loans to the Company to
cover operating  expenses or operating  deficiencies.  As of September 30, 2003,
the Company has non interest-bearing  loans from Chin-Ping Chou, a director,  in
the amount of $873,203 and from Yun-Yi Tseng, a shareholder  of the Company,  in
the amount of $111,715.


                                       12


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS 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. 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.  Accordingly,  the
Company's results of operations have been included in the consolidated financial
statements  since  the date of the  Acquisition  through  the end of the  period
covered by this  report,  which is the period  from  September  4, 2003  through
September 30, 2003. The results of operations for C&D  International are for the
full three- and nine-month periods ended September 30, 2003 and 2002.

RESULTS OF OPERATIONS

FOR THREE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002 FOR THE COMPANY
AND C&D INTERNATIONAL

SALES.  Net sales for the Company for the three months ended  September 30, 2003
were $280,081  compared to $0 for the three months ended September 30, 2002. The
increase in sales for the three months ended  September  30, 2003 was due to the
Acquisition.  C&D International's net sales for the three months ended September
30,  2003 were  $1,086,378  compared  to  $399,441  for the three  months  ended
September 30, 2002. The increase in net sales was due to the  postponement  of a
significant  number of film  productions in Asia due to the SARS epidemic.  Upon
the SARS epidemic clearing, the postponed film productions were completed, which
caused much of the net sales year-to-date to be recorded in the third quarter.

COST OF SALES.  Cost of sales for the three months ended  September 30, 2003 was
$212,666  or 75.9% of sales,  as compared  to $0 during the three  months  ended
September  30, 2002.  The increase in cost of sales was due to the  Acquisition.
C&D International's  cost of sales for the three months ended September 30, 2003
was $658,674, or 60.6% of sales, as compared to $332,739, or 83.3% of sales, for
the three months ended September 30, 2002. The increase in cost of sales was due
to the increase in net sales.  The percentage  decrease in cost of sales for the
three months ended September 30, 2003 as compared to the same period in 2002 was


                                       13


<PAGE>


due to higher gross margins  associated with film projects  completed during the
three months ended September 30, 2003.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$65,641,  or 23.4% of sales,  for the three months ended  September 30, 2003, as
compared to $853 for the three months ended September 30, 2002. The increase was
due to the Acquisition.  C&D International's general and administrative expenses
for the three months ended  September 30, 2003 was $295,354 or 27.2% as compared
to  $113,802,  or 28.5% for the three  months  ended  September  30,  2002.  The
increase in general and  administrative  expenses  was due to an increase in net
sales and an increase in independent  contractor  compensation expenses for film
production staff required for more prestigious film productions.

INCOME (LOSS) FROM OPERATIONS. Income from operations for the three months ended
September 30, 2003 was $1,774,  compared to a net loss from  operations  for the
three months  ended  September  30, 2002 of ($853).  The increase in income from
operations  was  due  to  the  Acquisition.   C&D  International's  income  from
operations  for the three  months  ended  September  30,  2003 was  $132,550  as
compared to a loss from  operations  of  ($47,100)  for the three  months  ended
September 30, 2002.  This change was the result of the increase in net sales and
higher gross margins  associated with film projects  completed  during the three
months ended September 30, 2003.

OTHER (INCOME) EXPENSE. Total other (income) expense was ($37,666) for the three
months ended  September  30, 2003,  as compared to $0 for the three months ended
September 30, 2002, or a net change of $37,666 as a result of loans  forgiven in
the amount of $40,237 in connection with the  Acquisition.  C&D  International's
other (income)  expense for the three months ended September 30, 2003 was $8,156
as compared to a loss from other (income) expense of $4,664 for the three months
ended September 30, 2002.

NET INCOME (LOSS).  Net income for the three months ended September 30, 2003 was
$39,440  compared to net loss of ($853) for the three months ended September 30,
2002. The increase in net income was due to the Acquisition.  C&D  International
had net income for the three  months  ended  September  30,  2003 of $124,394 as
compared to a loss of ($51,864)  for the three months ended  September  30, 2002
for the reasons primarily described above.

NINE MONTHS ENDED  SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002 FOR THE COMPANY AND
C&D INTERNATIONAL

SALES.  Net sales for the nine months  ended  September  30, 2003 were  $280,081
compared to $0 for the nine months ended  September  30,  2002.  The increase in
sales for the nine months ended  September 30, 2003 was due to the  Acquisition.
C&D  International's net sales for the nine months ended September 30, 2003 were
$2,881,078  compared to $2,949,990 for the nine months ended September 30, 2002.
The decrease in net sales was due to weaker  economic  conditions in Asia due to
the SARS epidemic.

COST OF SALES.  Cost of sales for the nine months ended  September  30, 2003 was
$212,666  or 75.9% of sales,  as  compared  to $0 during the nine  months  ended
September  30, 2002.  The increase in cost of sales was due to the  Acquisition.


                                       14


<PAGE>


C&D  International's  cost of sales for the nine months ended September 30, 2003
was $2,185,495,  or 74.1% of sales, as compared to $2,431,775 or 82.3% of sales,
for the nine months ended  September 30, 2002. The decrease in cost of sales was
due to the decrease in C&D  International's  net sales and higher gross  margins
associated with film projects  completed  during the nine months ended September
30, 2003.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$65,641,  or 23.4% of sales,  for the nine months ended  September  30, 2003, as
compared to $3,805 for the nine months ended  September  30, 2002.  The increase
was due to the  Acquisition.  C&D  International's  general  and  administrative
expenses for the nine months ended September 30, 2003 were $644,324, or 21.8% of
sales,  as compared to  $526,877,  or 17.8% of sales,  for the nine months ended
September 30, 2002. The increase in general and administrative  expenses was due
to  an  increase  in  independent  contractor  compensation  expenses  for  film
production staff required for more prestigious film productions.

INCOME (LOSS) FROM OPERATIONS.  Income from operations for the nine months ended
September 30, 2003 was $1,774,  compared to a net loss from  operations  for the
nine months ended  September  30, 2002 of ($3,805).  The increase in income from
operations  was  due  to  the  Acquisition.   C&D  International's  income  from
operations for the nine months ended  September 30, 2003 was $51,259 as compared
to loss from operations of ($8,662).  This change was the result of the decrease
in  costs  of  sales  more  than   offsetting  the  increase  from  general  and
administrative expenses.

OTHER (INCOME) EXPENSE.  Total other (income) expense was $(37,666) for the nine
months ended  September  30,  2003,  as compared to $0 for the nine months ended
September 30, 2002, or a net change of $37,666 as a result of loans  forgiven in
the amount of $40,237 in connection with the  Acquisition.  C&D  International's
other (income)  expense for the nine months ended September 30, 2003 was $26,511
as compared to a loss from other (income)  expense of $9,269 for the nine months
ended September 30, 2002.

NET INCOME (LOSS).  Net income for the nine months ended  September 30, 2003 was
$39,440 compared to net loss of ($3,805) for the nine months ended September 30,
2002. The increase in net income is due to the  Acquisition.  C&D  International
had net  income  for the nine  months  ended  September  30,  2003 of $24,748 as
compared to a loss of ($17,931) for the nine months ended September 30, 2002 for
the reasons primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $362,403 at September 30, 2003 and $0 at December
31, 2002. The Company's current assets totaled  $3,434,565 at September 30, 2003
as compared to $0 at December 31, 2002. The Company's  current  liabilities were
$2,195,476  at  September  30, 2003 as compared to $37,233 at December 31, 2002.
Working  capital at September 30, 2003 was  $1,239,089 and $(37,233) at December
31, 2002. The Company  believes that its short-term  financial needs will be met
by existing  working  capital.  During the nine months ended September 30, 2003,
net cash used by  operating  activities  was  $18,436 as compared to of net cash
used by  operating  activities  of $5,081  during the same period in 2002.  Cash
provided by  financing  activities  was  $378,252 and $5,081 for the nine months


                                       15


<PAGE>


ended  September  30,  2003 and  2002,  respectively.  The net cash  change  was
$362,403 and $0 for the nine months ended 2003 and 2002, respectively.

Capital expenditures.  There were no capital expenditures during the nine months
ended September 30, 2003.

Working Capital Requirements.  The Company's operations and short term financing
currently  meet the cash needs of the Company.  The Company  believes it will be
able to generate  revenues from  production  fees 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.  The Company  believes that its production fees will provide  adequate
working  capital for the expenses for its  operations.  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.

ITEM 3. 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 period
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.  As of the end of the  period  covered  by this
report,  the Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief Financial  Officer  concluded that the Company's  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 over Financial Reporting.

There  were  no  changes  in the  Company's  internal  controls  over  financial
reporting  identified  in  connection  with the  Company's  evaluation  of these
controls  as of the end of the  period  covered by this  report  that could have
significantly  affected those  controls  subsequent to the date of the Company's
most recent evaluation.


                                       16


<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

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

                  None.

ITEM 5.  OTHER INFORMATION

                  None.

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  filed a  current  report on Form 8-K on
                      September 5, 2003.


                                       17


<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: November 19, 2003           By: /s/ MICHAEL CHOU
                                   _____________________________
                                   Michael Chou
                                   Chief Executive Officer
                                   (Principal Executive Officer)


Dated: November 19, 2003           By: /s/ RACHEL LIN
                                   _____________________________
                                   Rachel Lin
                                   Chief Executive Officer
                                   (Principal Executive Officer)


                                       18