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: June 30, 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)
--------------------------------------------------------------------------------
               Nevada                                      88-0438869
  (State or other jurisdiction                         (I.R.S. Employer
or incorporation or organization)                      Identification No)
--------------------------------------------------------------------------------

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

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


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

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

      The number of shares outstanding of the issuer's Common Stock,  $0.001 par
value, as of the close of business on August 22, 2005 was 30,001,000.

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


<PAGE>



                      C&D PRODUCTION INC. AND SUBSIDIARIES


PART I -      FINANCIAL STATEMENTS.............................................1

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations ............................12

     Item 3.  Controls and Procedures.........................................16

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

     Item 1.  Legal Proceedings...............................................17

     Item 2.  Unregistered Sales of Equity 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........................................................17


                                       i
<PAGE>


                         PART I - FINANCIAL STATEMENTS

Item 1. Consolidated Financial Statements

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                 June 30, 2005
                                                                   (Unaudited)      December 31, 2004
                                                               -----------------    -----------------
Current Assets
<S>                                                            <C>                  <C>
       Cash and cash equivalents                               $         805,177    $         282,988
       Accounts receivable, net                                          477,111              220,354
       Other receivables                                                       0            2,562,954
       Prepaid expenses                                                2,737,534            1,331,343
                                                               -----------------    -----------------
              Total Current Assets                                     4,019,822            4,397,639
                                                               -----------------    -----------------

Fixed Assets, net                                                        318,602              350,741
                                                               -----------------    -----------------
              Total Fixed Assets                                         318,602              350,741
                                                               -----------------    -----------------
Other Assets
         Deposits                                                          6,143                5,986
         Production in progress                                        2,360,730              707,129
         Intangible assets, net                                          545,777              588,560
              Total Other Assets                                       2,912,650            1,301,675
                                                               -----------------    -----------------
         Total Assets                                          $       7,251,074    $       6,050,055
                                                               =================    =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
         Accounts payable and accrued expenses                 $       1,064,008    $       1,332,882
         Loan payable                                                     95,460                    0
         Due to related party                                            840,193               12,292
         Short term note payable                                         627,700              563,040
                                                               -----------------    -----------------
         Total Current Liabilities                                     2,627,361            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                                                      290,563              203,693
         Retained earnings (deficit)                                    (629,548)          (1,024,550)
                                                               -----------------    -----------------
         Total Stockholders' Equity                                    4,623,713            4,141,841
                                                               -----------------    -----------------

         Total Liabilities and Stockholders' Equity            $       7,251,074    $       6,050,055
                                                               =================    =================
</TABLE>

                 See accompanying notes to financial statements

<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended                Six Months Ended
                                           ----------------------------    ----------------------------
                                             June 30,         June 30,       June 30,         June 30,
                                               2005            2004            2005            2004
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Sales, net                                 $    671,634    $    668,529    $  1,253,598    $  1,407,413
Cost of sales                                   610,950         826,952       1,075,009       1,455,726
                                           ------------    ------------    ------------    ------------
       Gross profit                              60,684        (158,423)        178,589         (48,313)
General and administrative expenses             355,288         507,965         629,064         725,759
                                           ------------    ------------    ------------    ------------
       Income (loss) from operations           (294,604)       (666,388)       (450,475)       (774,072)
                                           ------------    ------------    ------------    ------------
Other (Income) Expense
       Interest income                           (3,184)             (2)         (3,184)             (3)
       Other income                            (869,797)        (29,907)       (871,227)        (29,907)
       Miscellaneous expense                        (18)              0               0               0
       Interest expense                          12,667           1,259          28,934           5,841
                                           ------------    ------------    ------------    ------------
       Total Other (Income) Expense            (860,332)        (28,650)       (845,477)        (24,069)
                                           ------------    ------------    ------------    ------------
       Income (loss)  before income
       taxes                                    565,728        (637,738)        395,002        (750,003)
Provision for income taxes                            0               0               0               0
                                           ------------    ------------    ------------    ------------
       Income (loss)                       $    565,728    ($   637,738)   $    395,002    ($   750,003)
                                           ============    ============    ============    ============
Net income (loss) per share (basic
and diluted)
       Basic                               $      0.019    ($     0.026)   $      0.013    ($     0.030)
       Diluted                             $      0.019    ($     0.026)   $      0.013    ($     0.030)
Weighted average number of shares
       Basic                                 30,000,000      25,000,000      30,000,000      25,000,000
       Diluted                               30,000,000      25,000,000      30,000,000      25,000,000
</TABLE>


                 See accompanying notes to financial statements.

                                       2
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                   ----------------------------
                                                                                    June 30           June 30
                                                                                      2005             2004
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net Income (loss)                                                           $    395,002    ($   750,003)

Adjustments to reconcile net loss to net cash used in operating activities:

       Depreciation                                                                      39,741          37,586
       Amortization                                                                      42,783          59,692
       Bad Debt                                                                          20,308               0
       Translation adjustment                                                            67,306          (3,113)
       Decrease (Increase) in receivables                                              (256,757)        (86,839)
       Decrease (Increase) in other receivables                                       2,562,954               0
       Decrease (Increase) in prepaid expenses                                       (1,406,191)        265,457
       Decrease (Increase) in production in progress                                 (1,653,601)       (330,463)
       (Decrease) Increase in accounts payable and accrued                             (268,874)        (82,537)
       expenses
       (Decrease) Increase in deferred revenue                                                0        (323,063)
                                                                                   ------------    ------------
       Total Adjustments                                                               (852,331)       (463,280)
                                                                                   ------------    ------------
       Net cash used in operations                                                     (457,329)     (1,213,283)
                                                                                   ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of furniture and equipment                                               (7,603)        (16,698)
                                                                                   ------------    ------------
       Net cash (used in) investing activities                                           (7,603)        (16,698)
                                                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
       Payment on current portion debt                                                 (250,240)       (322,770)
       Proceeds from issuance of loans                                                  314,900         592,672
       Proceeds from loan payable                                                        94,560         351,713
       Loan from related party                                                          827,901         126,155
       Sale of common stock                                                                   0         738,359
                                                                                   ------------    ------------
       Net cash provided by (used in) financing activities                              987,121       1,486,129
                                                                                   ------------    ------------
       Net change in cash and cash equivalents                                          522,189         256,148
                                                                                   ------------    ------------
       Cash and cash equivalents at beginning of year                                   282,988         922,421
                                                                                   ------------    ------------
       Cash and cash equivalents at end of period                                  $    805,177    $  1,178,569
                                                                                   ------------    ------------
       Supplemental cash flows disclosures:
           Interest payments                                                       $     28,934    $      4,729
                                                                                   ------------    ------------
</TABLE>

                 See accompanying notes to financial statements

                                       3
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           June 30, 2005
                                                            (Unaudited)      December 31, 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 period                     $        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 period                           4,932,698            2,356,779
       Issuance of stock                                                0            2,575,919
                                                          ---------------    -----------------
       Balance at end of period                                 4,932,698            4,932,698
                                                          ---------------    -----------------
Cumulative foreign-exchange translation adjustment
       Balance at beginning of period                             203,693              (25,286)
       Foreign currency translation                                86,870              228,979
                                                          ---------------    -----------------
       Balance at end of period                                   290,563              203,693
                                                          ---------------    -----------------
Retained (deficits)
Balance at beginning of period                                 (1,024,550)            (140,218)
Net income (loss)                                                 395,002             (884,332)
                                                          ---------------    -----------------
Balance at end of period                                         (629,548)          (1,024,550)
                                                          ---------------    -----------------
Total stockholders' equity at end of period               $     4,623,713    $       4,141,841
                                                          ===============    =================
</TABLE>

                 See accompanying notes to financial statements


                                       4
<PAGE>


                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 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 law of the  Peoples  Republic  of  China.  Boom  Business  Group,  Inc.  was
incorporated  on January 5, 2005 under the laws of Samoa,  but  currently has no
business operations. 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 both  C&D  Production  International  and Boom  Business  Group,  Inc.
Collectively the four 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 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") including Form
10-QSB and Item 310 of regulation S-B, and U.S.  generally  accepted  accounting
principles  for interim  financial  reporting.  These  financial  statements are
unaudited and, in the opinion of management, include all adjustments (consisting
of normal recurring  adjustments and accruals) necessary for a fair presentation
of the  statement  of  financial  position,  operations,  and cash flows for the
periods presented.  Operating results for the six months ended June 30, 2005 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.




                                       5
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Consolidation - The consolidated  financial statements for 2005 include
the accounts of C&D  Production,  Inc. and its wholly  owned  subsidiaries,  C&D
Production  Group,  Inc., C&D Production  International and Boom Business Group,
Inc.  All  references  herein to the  Company are  included in the  consolidated
results.  All  significant  intercompany  accounts  and  transactions  have been
eliminated upon consolidation.

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 Equipment                              3 - 8 years
              Buildings and Improvements                    30 years



                                       6
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

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.  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.


                                       7
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. Options
to purchase  common  shares are  considered  to be  outstanding  for all periods
presented but are not calculated as part of the earnings per share.

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

Exchange  Gain (Loss) - As of June 30, 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 June 30,  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 NTD as
the functional currency.  According to the Statement, all assets and liabilities
were  translated  at  the  current  exchange  rate,   stockholder's  equity  are
translated at the historical  rates and income statement items are translated at
the  weighted-average  exchange rate for the period.  The resulting  translation
adjustments  are reported under other  comprehensive  income in accordance  with
SFAS No. 130, "Reporting Comprehensive Income".

As of June 30,  2005 and 2004 the  exchange  rates  between  NTD and the USD was
NTD$1=USD$0.03182 and NTD$1=USD$0.02963, respectively. The weighted-average rate
of exchange  between NTD and USD was NTD$1 = USD$0.03186 and  NTD$1=USD$0.02995,
respectively.  Total translation  adjustment  recognized as of June 30, 2005 and
2004 is $290,563 and ($27,679), respectively.



                                       8
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 3 - CONCENTRATION

The Company had five major  customer  during the six months ended June 30, 2005.
Sales to these customers were approximately  $1,175,329.  Of the five customers,
one customer comprised 93.7% of the total sales during the six months ended June
30, 2005.  Included in accounts  receivable is approximately  $474,002 from this
customer as of June 30, 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 June 30, 2005,  there were no uninsured  portions of the balances
held at the banks.

NOTE 5 - FIXED ASSETS

Fixed assets consist of the following:
                               June 30, 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            (424,133)                 (384,392)
                               -------------         -----------------
                               $     318,603         $         350,741
                               =============         =================


NOTE 6 - INTANGIBLE ASSETS

              A summary is as follows:

                               June 30, 2005         December 31, 2004
                               -------------         -----------------
Patents and Trademark costs    $   1,182,093         $       1,182,093
Less accumulated amortization       (636,316)                 (593,533)
                               -------------         -----------------
                               $     545,777         $         588,560
                               =============         =================


                                       9
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 7 - COMPENSATED ABSENCES

Employees can earn annual  vacation leave at the rate of seven (7) days per year
for the first three  years.  Upon  completion  of the third year of  employment,
employees  earn annual  vacation leave at the rate of ten (10) days per year for
years four and 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, employees earn
one (1) additional day for each  additional  year,  until it reaches thirty (30)
days per year. At  termination,  employees are paid for any  accumulated  annual
vacation  leave. As of June 30, 2005 and 2004 vacation  liability  exists in the
amount of $8,766 and $10,112, 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 June 30, 2005, the Company has a non interest-bearing  loan from Chin-Ping
Chou, one of the Company's Directors, in the amount of $12,292.

As of June 30, 2005,  the Company has a non  interest-bearing  loan from Michael
Chou, one of the Company's  Directors and its Chief  Executive  Officer,  in the
amount of $827,901.

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 $28,341 for the
six months ended June 30, 2005. The Company has future minimum lease obligations
of $8,411 for 2005.



                                       10
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 10 - DEBT

At June  30,  2005  and  December  31,  2004,  the  Company  had  notes  payable
outstanding  in the  aggregate  amount of $627,700 and  $563,040,  respectively.
Payable as follows:
<TABLE>
<CAPTION>
<S>                                       <C>                 <C>                                   <C>
                                            June 30, 2005                                            December 31, 2004
Unsecured notes payable to a bank in                           Unsecured notes payable to a
Taiwan, Interest at 5.69% per annum,                           bank in Taiwan, Interest at 5.53%
due by November 10, 2005                     $ 187,680         per annum, due by April 11, 2005       $      187,680

Unsecured notes payable to a bank in                           Unsecured notes payable to a
Taiwan, Interest at 5.69% per annum,                           bank in Taiwan, Interest at
due by November 19, 2005                        78,200         5.53% per annum, due by April 11,
                                                               2005                                           62,560

Unsecured notes payable to a bank in                           Unsecured notes payable to a
Taiwan, Interest at 5.69% per annum, due                       bank in Taiwan, Interest at
by December 21, 2005                            31,280         5.53% per annum, due by May 10,
                                                               2005                                          187,680
Unsecured notes payable to a bank in
Taiwan, Interest at 5.69% per annum, due                       Unsecured notes payable to a
by December 30, 2005                            15,640         bank in Taiwan, Interest at 5.53%
                                                               per annum, due May 19, 2005                    78,200

Unsecured notes payable to a bank in                           Unsecured notes payable to a
Taiwan, Interest at 5.69% per annum, due                       bank in Taiwan, Interest at
by January 6, 2006                              62,980         5.53% per annum, due by June 21, 2005          31,280

Unsecured notes payable to a bank in                           Unsecured notes payable to a
Taiwan, Interest at 5.69% per annum,                           bank in Taiwan, Interest at 5.53%
due by March 29, 2005                          251,920         per annum, due by June 30, 2005                15,640

                                          ------------                                                --------------

Total                                     $    627,700      Total                                     $      563,040
                                          ============                                                ==============
</TABLE>


                                       11
<PAGE>


                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

NOTE 11 - GOING CONCERN

The Company has suffered recurring losses from operations, cash deficiencies and
the ability to meets it's maturing  obligations without selling operating assets
or restructuring  debts.  These issues may raise  substantial  concern about its
ability to continue as a going concern.

Management  has prepared the  following  statement in order to address these and
other concerns:

The  Company  has  applied  for  a  low  interest  government  loan  up  for  to
approximately $3,000,000. The Company currently is engaged in discussions with a
company in  Mainland  China to  establish a shopping  channel.  The plans are to
start  broadcast  as  early  as  October  1,  2005.  The  Company  is  currently
renegotiating  its,  notes  payable and accounts  payable to further  reduce its
current liabilities and improve its cash flow.


                                       12
<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 companies in
Taiwan. The Company primarily produces and distributes 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.  The Company also offers a broad range of services  including video
and film production,  motion graphic design,  3-D computer design and animation.
The Company  also plans to  aggressively  expand its  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 JUNE 30, 2005 AND JUNE 30, 2004

NET SALES.  Net sales for the Company for the three  months  ended June 30, 2005
were $671,634 compared to $668,529 for the three months ended June 30, 2004. The
slight increase in net sales for the three months ended June 30, 2005 was due to
a slight increasing in demand for film productions.

COST OF SALES.  Cost of sales  for the  three  months  ended  June 30,  2005 was
$610,950,  or 90.9% of net sales,  as  compared  to  $826,952,  or 123.7% of net
sales,  during the three  months  ended June 30,  2004.  The decrease in cost of
sales as a percentage  of net sales for the three months ended June 30, 2005 was
due to] higher gross margins  associated with film projects completed during the
three months ended June 30, 2005.



                                       13
<PAGE>

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$355,288 or 52.9% of net sales,  for the three months  ended June 30,  2005,  as
compared to $507,965, or 76.0% of net sales, for the three months ended June 30,
2004.  The  decrease  in general  and  administrative  expenses  was caused by a
decrease in sales person's marketing expenses.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months  ended June 30,  2005 was  ($294,604),  compared  to income  (loss)  from
operations for the three months ended June 30, 2004 of ($666,388).  The decrease
in loss was due to the decrease in cost of sales and general and  administrative
expenses.

OTHER  (INCOME)  EXPENSE.  Total other  (income)  expense was ($860,332) for the
three months ended June 30, 2005,  as compared to ($28,650) for the three months
ended June 30,  2004.  The  increase in other  income was due to the increase in
other income for the bad debt loss, which was recognized last year and recovered
during this quarter.

INCOME  (LOSS).  Net income  (loss) for the three months ended June 30, 2005 was
$565,728  compared to net income (loss) of ($637,738) for the three months ended
June  30,  2004.  The  decrease  in net loss  was due to the  reasons  primarily
described above.

FOR SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

NET SALES. Net sales for the Company for the six months ended June 30, 2005 were
$1,253,598  compared to $1,407,413  for the six months ended June 30, 2004.  The
decrease  in  sales  for the six  months  ended  June  30,  2005  was due to the
reduction  in demand for film  productions  during the six months ended June 30,
2005.

COST OF  SALES.  Cost of  sales  for the six  months  ended  June  30,  2005 was
$1,075,009 or 85.7% of net sales,  as compared to  $1,455,726,  or 103.4% of net
sales,  during the six months ended June 30, 2004. The decrease in cost of sales
was due to the  decrease  in  sales.  Cost of sales  did not  decrease  in exact
proportion  to sales due to various  fixed costs  associated  with higher  gross
margins  associated with film projects  completed  during the three months ended
June 30, 2005.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$629,064  or 50.1% of net sales,  for the six months  ended  June 30,  2005,  as
compared to $725,759,  or 51.6% of net sales,  for the six months ended June 30,
2004. The decrease in general and administrative  expenses was due to a decrease
in sales person's marketing expenses.

INCOME (LOSS) FROM OPERATIONS.  Income (loss) from operations for the six months
ended June 30, 2005 was ($450,475) compared to income (loss) from operations for
the six months ended June 30, 2004 of ($774,072).  The decrease in income (loss)
from operations was due to the reasons  primarily  described above.  This change
was the  result  of the  decreasing  of fixed  costs of sales  and  general  and
administrative expenses.

OTHER (INCOME) EXPENSE.  Total other (income) expense was ($845,477) for the six
months  ended June 30, 2005,  as compared to ($24,069)  for the six months ended
June 30, 2004.  The increase was due to the increase in other income for the bad
debt  loss,  which was  recognized  last year and  recovered  during  the second
quarter.

INCOME  (LOSS).  Net income  (loss) for the six months  ended June 30,  2005 was
$395,002  compared to net income (loss) of  ($750,003)  for the six months ended
June 30, 2004.  The increase in income  (loss) was due to the reasons  primarily
described above.

Liquidity and Capital Resources

Cash  and cash  equivalents  were  $805,177  at June 30,  2005 and  $282,988  at
December 31, 2004. The Company's  total current  assets were  $4,019,822 at June
30, 2005, as compared to $4,397,639  at December 31, 2004.  The Company's  total
current  liabilities were $2,627,361 at June 30, 2005, as compared to $1,908,214
at  December  31,  2004.  Working  capital at June 30, 2005 was  $1,392,461  and
$2,489,425  at December 31,  2004.  During the three months ended June 30, 2005,
net cash used in  operations  was  ($457,329),  as  compared to net cash used in
operations of  ($1,213,283)  during the same period in 2004. The decrease in net
cash used in  operations  resulted  from an  increase in net income and the cash
provided by other  receivables.  Net cash provided by financing  activities  was
$987,121,  which  consisted of the issuance of loans and the increase of amounts
due to a  related  party,  as  compared  with net  cash  provided  by  financing
activities of $1,486,129  during the six months ended June 30, 2004.  Net change
in cash and cash equivalents was $522,189 and $256,148 for the second quarter of
2005 and 2004, respectively.



                                       14
<PAGE>

The  Company  has  applied  for  a  low  interest  government  loan  up  for  to
approximately $3,000,000. The Company currently is engaged in discussions with a
company in  Mainland  China to  establish a shopping  channel.  The plans are to
start  broadcast  as  early  as  October  1,  2005.  The  Company  is  currently
renegotiating  its,  notes  payable and accounts  payable to further  reduce its
current liabilities and improve its cash flow.

Total capital  expenditures during six three months ended June 30, 2005 and 2004
were ($7,603) and ($16,698), respectively.

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
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.


                                       15
<PAGE>


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 June 30, 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.

During the  quarter  ended June 30,  2005,  there has been no change in internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially  affect,  the small business issuer's internal control over
financial reporting.


                                       16
<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.


                                       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:  August 22, 2005           By:      /s/ Michael Chou
                                      ---------------------
                                  Michael Chou
                                  Chairman of the Board, Chief
                                  Executive Officer and Secretary
                                  (Principal Executive Officer)

Dated:  August 22, 2005           By:      /s/ Chien-Te Chou
                                      ----------------------
                                  Chien-Te Chou
                                  Chief Financial Officer and
                                  Administrative and Financial Manager
                                  (Principal Financial Officer)


                                       18
<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.

                                       19