UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended:  March 31, 2005
                                 --------------

                                       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)

<TABLE>
<S>                                                                     <C>
-------------------------------------------------------------- ------------------------------------------------------
                           Nevada                                                   88-0438869
-------------------------------------------------------------- ------------------------------------------------------
      (State or other jurisdiction or incorporation or                  (I.R.S. Employer Identification No)
                        organization)
-------------------------------------------------------------- ------------------------------------------------------
</TABLE>

               8F, No. 268 Kwang-Fu South Road, Taipei, Taiwan ROC
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

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

      The number of shares outstanding of the issuer's Common Stock,  $0.001 par
value, as of the close of business on May 16, 2005 was 30,000,000.

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

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES

<TABLE>
<S>                                                                                                            <C>
PART I -          Financial Statements..........................................................................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 March 31, 2005 And 2004..................5

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

         Item 3.  Controls and Procedures......................................................................13

PART II -         Other Information............................................................................14

         Item 1.  Legal Proceedings............................................................................14

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..................................14

         Item 3.  Defaults Upon Senior Securities..............................................................14

         Item 4.  Submission of Matters to a Vote of Security Holders..........................................14

         Item 5.  Other Information............................................................................14

         Item 6.  Exhibits.....................................................................................14

                  Signatures...................................................................................15
</TABLE>

<PAGE>

                         PART I - FINANCIAL STATEMENTS

Item 1.  Consolidated Financial Statements

                      C&D PRODUCTION INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                     ASSETS
                                                                           March 31, 2005    December 31,
                                                                            (Unaudited)         2004
                                                                            -----------      -----------
<S>                                                                         <C>              <C>
Current Assets
     Cash and cash equivalents                                              $   345,748      $   282,988
     Accounts receivable, net                                                   167,884          220,354
     Other receivables                                                        2,434,239        2,562,954
     Prepaid expenses                                                            36,651        1,331,343
                                                                            -----------      -----------
         Total Current Assets                                                 2,984,522        4,397,639
                                                                            -----------      -----------
Fixed Assets, net                                                               338,795          350,741
                                                                            -----------      -----------
         Total Fixed Assets                                                     338,795          350,741
                                                                            -----------      -----------
Other Assets
     Deposits                                                                     6,143            5,986
     Production in progress                                                   2,126,845          707,129
     Intangible assets, net                                                     567,417          588,560
                                                                            -----------      -----------
         Total Other Assets                                                   2,700,405        1,301,675
                                                                            -----------      -----------
     Total Assets                                                           $ 6,023,722      $ 6,050,055
                                                                            ===========      ===========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable and accrued expenses                                  $ 1,154,248      $ 1,332,882
     Due to related party                                                       265,907           12,292
     Short term note payable                                                    627,700          563,040
                                                                            -----------      -----------
     Total Current Liabilities                                                2,047,855        1,908,214

Stockholders' Equity
     Common stock, $.001 par value, 100,000,000 shares authorized,
        30,000,000 issued and outstanding                                        30,000           30,000
     Additional paid in capital                                               4,932,698        4,932,698
     Cumulative foreign-exchange translation adjustment                         208,445          203,693
     Retained earnings (deficit)                                             (1,195,276)      (1,024,550)
                                                                            -----------      -----------
     Total Stockholders' Equity                                               3,975,867        4,141,841
                                                                            -----------      -----------
     Total Liabilities and Stockholders' Equity                             $ 6,023,722      $ 6,050,055
                                                                            ===========      ===========
</TABLE>

   Please see the notes to these condensed consolidated financial statements.

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                         --------------------------------
                                                         March 31, 2005    March 31, 2004
                                                         --------------    --------------
<S>                                                      <C>               <C>
Sales, net                                               $    581,964      $    738,884

Cost of sales                                                 464,059           628,774
                                                         ------------      ------------

     Gross profit                                             117,905           110,110

General and administrative expenses                           273,776           217,794
                                                         ------------      ------------

     Income (loss) from operations                           (155,871)         (107,684)
                                                         ------------      ------------

Other (Income) Expense
     Interest income                                                0                (1)
     Other income                                              (1,430)                0
     Miscellaneous expense                                         18                 0
     Interest expense                                          16,267             4,582
                                                         ------------      ------------

     Total Other (Income) Expense                              14,855             4,581
                                                         ------------      ------------

     Income (loss)  before income taxes                      (170,726)         (112,265)

Provision for income taxes                                          0                 0
                                                         ------------      ------------

     Income (loss)                                       ($   170,726)     ($   112,265)
                                                         ============      ============

     Net income (loss) per share (basic and diluted)
         Basic                                           ($     0.005)     ($     0.004)
         Diluted                                         ($     0.005)     ($     0.004)

     Weighted average number of shares
         Basic                                             30,000,000        25,000,000
         Diluted                                           30,000,000        25,000,000
</TABLE>

   Please see the notes to these condensed consolidated financial statements.

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                               -------------------------------
                                                                               March 31, 2005   March 31, 2004
                                                                               --------------   --------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                                          ($  170,726)     ($  112,265)

Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                    19,549           18,764
     Amortization                                                                    21,143           30,071
     Bad Debt                                                                         4,067                0
     Decrease (Increase) in receivables                                              52,470         (274,994)
     Decrease (Increase) in other receivables                                       128,715                0
     Decrease (Increase) in prepaid expenses                                      1,294,692          263,753
     Decrease (Increase) in production in progress                               (1,419,716)        (158,608)
     (Decrease) Increase in accounts payable and accrued expenses                  (178,634)          14,214
     (Decrease) Increase in deferred revenue                                              0         (292,925)
                                                                                -----------      -----------
     Total Adjustments                                                              (77,714)        (399,725)
                                                                                -----------      -----------
     Net cash used in operations                                                   (248,440)        (511,990)
                                                                                -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                                             (7,603)         (11,071)
                                                                                -----------      -----------
     Net cash (used in) investing activities                                         (7,603)         (11,071)
                                                                                -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Payment on current portion debt                                               (250,240)        (202,219)
     Proceeds from issuance of loans                                                314,900         (738,359)
     (Decrease) Increase in due to related party                                    253,615          (96,634)
     Sale of common stock                                                                 0          738,359
                                                                                -----------      -----------
     Net cash provided by (used in) financing activities                            318,275         (298,853)
                                                                                -----------      -----------
     Effect of exchange rate change on cash                                             528           (3,668)
                                                                                -----------      -----------
     Net change in cash and cash equivalents                                         62,760         (825,582)
                                                                                -----------      -----------
     Cash and cash equivalents at beginning of year                                 282,988          922,421
                                                                                -----------      -----------
     Cash and cash equivalents at end of period                                 $   345,748      $    96,839
                                                                                ===========      ===========
     Supplemental cash flows disclosures:
         Interest payments                                                      $    16,267      $     3,991
                                                                                -----------      -----------
</TABLE>

   Please see the notes to these condensed consolidated financial statements.

<PAGE>

                      C&D PRODUCTION INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                       March 31, 2005     December 31,
                                                        (Unaudited)          2004
                                                       --------------     ------------
<S>                                                    <C>               <C>
Common stock, number of shares outstanding
     Balance at beginning of period                      30,000,000        23,047,500
     Stock issued                                                 0         6,952,500
                                                       ------------      ------------
     Balance at end of period                            30,000,000        30,000,000
                                                       ============      ============

Common stock, par value $.001
     Balance at beginning of year                      $     30,000      $     23,048
     Common stock issued                                          0             6,952
                                                       ------------      ------------
     Balance at end of period                                30,000            30,000
                                                       ------------      ------------

Additional paid in capital
     Balance at beginning of year                         4,932,698         2,356,779
     Stock cancellation                                           0         2,575,919
                                                       ------------      ------------
     Balance at end of period                             4,932,698         4,932,698
                                                       ------------      ------------

Cumulative foreign-exchange translation adjustment
     Balance at beginning of year                           203,693           (25,286)
     Foreign currency translation                             4,752           228,979
                                                       ------------      ------------
     Balance at end of period                               208,445           203,693
                                                       ------------      ------------

Retained (deficits)
     Balance at beginning of year                        (1,024,550)         (140,218)
     Net income (loss)                                     (170,726)         (884,332)
                                                       ------------      ------------
     Balance at end of period                            (1,195,276)       (1,024,550)
                                                       ------------      ------------

Total stockholders' equity at end of period            $  3,975,867      $  4,141,641
                                                       ============      ============
</TABLE>

   Please see the notes to these condensed consolidated financial statements.

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 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 Peoples Republic of China. C&D Production, Inc. owns 100% of the
outstanding  stock of C&D Production Group, Inc. 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".

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 also  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 three months ended March 31, 2005
and 2004 are not necessarily  indicative of the results that may be expected for
the year ending  December 31, 2005,  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, 2004.

Basis of Consolidation - The condensed consolidated financial statements for the
first  quarter of 2005  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.

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial  Statement  Presentation  -  Certain  changes  to the  2004  financial
statements have been made to conform to the 2005 financial statement format.

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).

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

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible  Assets - Effective  July 2002,  the  Company  adopted  Statement  of
Financial  Accounting  Standard ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." The adoption of SFAS No. 142 required an initial impairment  assessment
involving  a  comparison  of the fair  value of  trademarks,  patents  and other
intangible assets to current carrying value. No impairment loss was recognized.

Trademarks and other  intangible  assets  determined to have  indefinite  useful
lives are not amortized.  We test such  trademarks and other  intangible  assets
with  indefinite  useful lives for impairment  annually,  or more  frequently if
events or circumstances indicate that an asset might be impaired. Trademarks and
other  intangible  assets  determined to have definite  lives are amortized over
their  useful lives or the life of the  trademark  and other  intangible  asset,
whichever is less.

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.

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".

<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Exchange Gain (Loss) - As of March 31, 2005 and 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.

Translation  Adjustments  - As of March 31, 2005 and 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 March 31,  2005 and 2004 the  exchange  rates  between NTD and the USD was
NTD$1=USD$0.03149 and NTD$1=USD$0.03014, respectively. The weighted-average rate
of exchange  between NTD and USD was NTD$1 = USD$0.03178 and  NTD$1=USD$0.02990,
respectively. Total translation adjustment recognized for the three months ended
March 31, 2005 and 2004 is $203,693 and ($28,263), respectively.

NOTE 3 - CONCENTRATION

The  Company had five major  customer  during the three  months  ended March 31,
2005. Of the five customers  referred to herein, one customer comprised 58.2% of
the total sales  during the three  months  ended March 31,  2005.  Sales to this
customer were approximately $358,978. Included in accounts receivable is $62,102
from this customer as of March 31, 2005.

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 March 31, 2005, there were no uninsured  portions of the balances
held at the banks.

NOTE 5 - FIXED ASSETS

         Fixed assets consist of the following:

                                    March 31, 2005       December 31, 2004
                                    --------------       -----------------
         Land                          $  52,670             $  52,670
         Building                         55,898                55,898
         Office equipment                472,886               465,283
         Automobile                      161,282               161,282
                                       ---------             ---------

                                         742,736               735,133

         Accumulated depreciation       (403,941)             (384,392)
                                       ---------             ---------

                                       $ 338,795             $ 350,741
                                       =========             =========

<PAGE>

NOTE 6 - INTANGIBLE ASSETS

         A summary is as follows:

                                          March 31, 2005   December 31, 2004
                                          --------------   -----------------
         Patents and Trademark costs       $ 1,182,093      $ 1,182,093
         Less accumulated amortization        (614,676)        (593,533)
                                           -----------      -----------
                                           $   567,417      $   588,560
                                           ===========      ===========

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 March 31, 2005 and 2004 vacation  liability exists in the amount of
$8,675 and $0, respectively.

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 March 31, 2005, the Company has a non interest-bearing loan from Chin-Ping
Chou, the Company's Director, in the amount of $12,292.

As of March 31, 2005, the Company has a non  interest-bearing  loan from Michael
Chou,  the  Company's  Director and Chief  Executive  Officer,  in the amount of
$253,615.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases three office facilities under operating leases that terminate
on various dates.  Rental expense for these leases  consisted of $15,164 for the
three  months  ended  March 31,  2005.  The  Company  has future  minimum  lease
obligations of $19,675 for 2005.

<PAGE>


NOTE 10 - DEBT

At March 31, 2005 and 2004,  the Company had notes  payable  outstanding  in the
aggregate amount of $627,700 and $120,551, respectively. Payable as follows:

<TABLE>
<CAPTION>
                                              March 31, 2005                                              March 31, 2004
<S>                                             <C>             <C>                                          <C>
Unsecured  notes  payable  to a  bank  in                       Unsecured  notes  payable  to a bank in
Taiwan,  Interest at 5.69% per annum, due                       Taiwan,  Interest  at 7.145% per annum,
by May 10, 2005                                 $   187,680     due by April 7, 2004                         $  120,551

Unsecured  notes  payable  to a  bank  in
Taiwan,  Interest at 5.69% per annum, due
by May 19, 2005                                     78,200

Unsecured  notes  payable  to a  bank  in
Taiwan,  Interest at 5.69% per annum, due
by June 21, 2005                                    31,280

Unsecured  notes  payable  to a  bank  in
Taiwan,  Interest at 5.69% per annum, due
by June 30, 2005                                    15,640

Unsecured  notes  payable  to a  bank  in
Taiwan,  Interest at 5.69% per annum, due
by July 10, 2005                                    62,980

Unsecured  notes  payable  to a  bank  in
Taiwan,  Interest at 5.69% per annum, due
by September 29, 2005                              251,920
                                                ----------                                                   ----------

Total                                           $  627,700      Total                                        $  120,551
                                                ==========                                                   ==========
</TABLE>

<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, 2004.

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 (the "Acquisition").  The Acquisition was accounted for
using the purchase  method of  accounting.  C&D Group was founded in 1998 and is
currently one of the largest  professional  advertisement  production company in
Taiwan.  We  primarily  produce and  distribute  commercial  advertisements  for
large-scale  multinational companies such as Ford, Honda, Toyota, Mazda, Jaguar,
Wrigley's,  7-11 Convenience Stores,  Republic of China, Mild Seven Times, Sony,
Ericsson,  Gillette,  Makoto Bank, China Airlines,  Yamaha and the Government of
Thailand.  We also  offer a broad  range of  services  including  video and film
production,  motion graphic design,  3-D computer design and animation.  We also
plan to aggressively expand our business to the Mainland Chinese Market.

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.

Results of Operations

THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004

NET SALES.  Net sales for the Company for the three  months ended March 31, 2005
were  $581,964  compared to $738,884  for the three months ended March 31, 2004.
The  decrease in net sales for the three  months ended March 31, 2005 was due to
the reduction in demand for film productions.

COST OF SALES.  Cost of sales  for the three  months  ended  March 31,  2005 was
$464,059, or 79.7% of net sales, as compared to $628,774, or 85.1% of net sales,
during the three months ended March 31, 2004. The decrease in cost of sales as a
percentage of net sales for the three months ended March 31, 2005 was due to the
decrease in sales.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$273,776 or 47.0% of net sales,  for the three months  ended March 31, 2005,  as

<PAGE>

compared to  $217,794,  or 29.5% of net sales,  for the three months ended March
31, 2004. The increase in general and administrative  expenses was caused by the
payment of a year-end  bonus (which was paid during the three months ended March
31, 2005) and the hiring of new employees.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months  ended March 31,  2005 was  ($155,871),  compared  to income  (loss) from
operations for the three months ended March 31, 2004 of ($107,684). The increase
in loss was due to the  decrease  in  sales  and the  increase  in  general  and
administrative expenses.

OTHER (INCOME)  EXPENSE.  Total other (income) expense was $14,855 for the three
months  ended March 31,  2005,  as compared to $4,581 for the three months ended
March 31, 2004. The increase in other expense was due to an increase in interest
expense of  approximately  $11,700,  partially  offset by an  increase  in other
income by approximately  $1,400.  The increase in interest expense was caused by
an increase in borrowings from the company's lender.

NET INCOME  (LOSS).  Net income (loss) for the three months ended March 31, 2005
was ($170,726)  compared to net income (loss) of ($112,265) for the three months
ended March 31, 2004. The increase in net loss was due to the reasons  primarily
described above.

Liquidity and Capital Resources

Cash and cash  equivalents  were  $345,748  at March 31,  2005 and  $282,988  at
December 31, 2004. The Company's  total current assets were  $2,984,522 at March
31, 2005 as compared to  $4,397,639 at December 31, 2004.  The  Company's  total
current  liabilities were $2,047,855 at March 31, 2005 as compared to $1,908,214
at  December  31,  2004.  Working  capital at March 31,  2005 was  $936,667  and
$2,489,425  at December 31, 2004.  During the three months ended March 31, 2005,
net cash used in  operations  was  ($248,440)  as  compared  to net cash used in
operations  of  ($511,990)  during the same period in 2004.  The decrease in net
cash used in  operations  was resulted  from an increase in the cash provided by
receivables  and the  decrease  in cash  used for  deferred  revenues.  Net cash
provided by financing  activities was $318,275,  which consisted of the issuance
of loans and the increase of amounts due to a related  party,  as compared  with
net cash used in  financing  activities  of  ($298,853)  during the three months
ended March 31, 2004.  Net change in cash and cash  equivalents  was $62,760 and
($825,582) for the first quarter of 2005 and 2004, respectively.

Total capital expenditures during the three months ended March 31, 2005 and 2004
were $7,603 and $11,071,  respectively.  The expenditures for three months ended
March 31 2005 related to the acquisition of office equipment. The Company funded
its operations  principally  through revenues and financing sources in the first
quarter of fiscal 2005.

The Company's operations and short term financing currently meets the cash needs
of the Company.  However, if the Company decides to invest in another company to
produce films in the overseas markets, the Company will have to raise additional
funds. 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.

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

<PAGE>

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

         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.  We carried out an  evaluation as of
March  31,  2005,  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.

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

<PAGE>

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                           None.

Item 2.  Unregistered Sales of Equity 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


         Exhibit
         Number   Description
         -------  --------------------------------------------------------------

         31.1     Certification of the Chief Executive  Officer pursuant to Rule
                  13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002.

         31.2     Certification of the Chief Financial  Officer pursuant to Rule
                  13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002.

         32       Certifications  of  the  Chief  Executive  Officer  and  Chief
                  Financial  Officer  pursuant  to 18  U.S.C  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

<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.

Dated:  May 20, 2005              C&D PRODUCTION INC.

                                  By: /s/ Michael Chou
                                      ------------------------------------------
                                  Michael Chou
                                  Chairman of the Board, Chief Executive Officer
                                         and Secretary
                                  (Principal Executive Officer)


Dated:  May 20, 2005              By: /s/ Chien-Te Chou
                                      ------------------------------------------
                                  Chien-Te Chou
                                  Chief Financial Officer and Administrative and
                                         Financial Manager
                                  (Principal Financial Officer)

<PAGE>

                                  EXHIBIT INDEX

         Exhibit
         Number   Description
         -------  --------------------------------------------------------------

         31.1     Certification of the Chief Executive  Officer pursuant to Rule
                  13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002.

         31.2     Certification of the Chief Financial  Officer pursuant to Rule
                  13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002.

         32       Certifications  of  the  Chief  Executive  Officer  and  Chief
                  Financial  Officer  pursuant  to 18  U.S.C  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.