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, 2003

                                        OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-31039

                               C&D PRODUCTION INC.
                   ____________________________________________
             (Exact name of registrant as specified in its charter)



                  NEVADA                                  88-0438869
      _______________________________                ___________________
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)

         6767 Tropicana Avenue, Suite 207
              Las Vegas, Nevada                              89103
   ________________________________________
   (Address of principal executive offices)                (Zip Code)

                             HUILE' OIL & GAS, INC.
           ______________________________________________________
                 (Former name, former address and former fiscal
                      year, if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

<PAGE>

At June 30, 2003, there were outstanding 18,900,000 shares of the Registrant's
Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/



                                      -2-

<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2003
                                DECEMBER 31, 2002






                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS







INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                  F-1
_____________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                         F-2

   Statements of Income                                             F-3 - F-4

   Statements of Stockholders' Equity                                     F-5

   Statements of Cash Flows                                         F-6 - F-7

   Notes to Financial Statements                                   F-8 - F-10
_____________________________________________________________________________



<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


         To the Board of Directors
         C&D Production Inc.
         f/k/a Huile' Oil & Gas, Inc.
         Las Vegas, Nevada


         I have audited the accompanying balance sheets of C&D Production
         Inc. f/k/a Huile' Oil & Gas, Inc. (A Development Stage Company) as of
         June 30, 2003 and December 31, 2002, and the related statements of
         income, stockholders' equity, and cash flows for the three months ended
         June 30, 2003, the six months ended June 30, 2003, the year ended
         December 31, 2002 and the period October 24, 1997 (inception) through
         June 30, 2003. These financial statements are the responsibility of the
         Company's management. My responsibility is to express an opinion on
         these financial statements based on my audit.

         I conducted my audit in accordance with auditing standards generally
         accepted in United States of America. Those standards require that I
         plan and perform the audit to obtain reasonable assurance about whether
         the financial statements are free of material misstatement. An audit
         includes examining, on a test basis, evidence supporting the amounts
         and disclosures in the financial statements. An audit also includes
         assessing the accounting principles used and significant estimates made
         by management, as well as evaluating the overall financial statement
         presentation. I believe that my audit provides a reasonable basis for
         my opinion.

         In my opinion, the financial statements referred to above present
         fairly, in all material respects, the financial position of C&D
         Production Inc. f/k/a Huile' Oil & Gas, Inc. (A Development Stage
         Company) as of June 30, 2003 and December 31, 2002 and the results of
         its operations and cash flows for the three months ended June 30, 2003,
         the six months ended June 30, 2003, the year ended December 31, 2002,
         and the period October 24, 1997 (inception) through June 30, 2003, in
         conformity with generally accepted accounting principles.

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. As discussed in Note 4 to
         the financial statements, the Company has no operations and has no
         established source of revenue. This raises substantial doubt about its
         ability to continue as a going concern. Management's plan in regard to
         these matters is also described in Note 4. The financial statements do
         not include any adjustments that might result from the outcome of this
         uncertainty.




         Kyle L. Tingle, CPA, LLC

         August 4, 2003
         Henderson, Nevada



                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                                                      June 30,     December 31,
                                                                                                          2003             2002
                                                                                                 _____________     ____________
                                                          ASSETS

<S>                                                                                              <C>               <C>
          CURRENT ASSETS                                                                         $           0     $          0
                                                                                                 _____________     ____________


                      Total current assets                                                       $           0     $          0
                                                                                                 _____________     ____________


                             Total assets                                                        $           0     $          0
                                                                                                 =============     ============



                                            LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Accounts payable                                                                  $           0     $          0
               Officers advances                                                                        40,237           37,233
                                                                                                 _____________     ____________

                      Total current liabilities                                                  $      40,237     $     37,233
                                                                                                 _____________     ____________

          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding:
                  18,900,000 shares at December 31, 2002:                                        $                 $     18,900
                  18,900,000 shares at June 30, 2003;                                                   18,900
               Additional Paid In Capital                                                                    0                0
               Accumulated deficit during development stage                                            (59,137)         (56,133)
                                                                                                 _____________     ____________
                      Total stockholders' equity                                                 $     (40,237)    $    (37,233)
                                                                                                 _____________     ____________


                             Total liabilities and
                             stockholders' equity                                                $           0     $          0
                                                                                                 =============     ============

</TABLE>


         See Accompanying Notes to Financial Statements.

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                             Three months ended                   Six months ended
                                                         June 30,         June 30,          June 30,         June 30,
                                                             2003             2002              2003             2002
                                                    _____________     ____________     _____________     ____________


<S>                                                 <C>               <C>              <C>               <C>
       Revenues                                     $           0     $          0     $           0     $          0
       Cost of revenue                                          0                0                 0                0
                                                    _____________     ____________     _____________     ____________
                  Gross profit                      $           0     $          0     $           0     $          0
       General, selling and
          administrative expenses                           1,586            1,177             3,004            2,952
                                                    _____________     ____________     _____________     ____________
                  Operating loss                    $      (1,586)    $     (1,177)    $      (3,004)    $     (2,952)

       Nonoperating income (expense)                            0                0                 0                0
                                                    _____________     ____________     _____________     ____________

          Net loss                                  $    (1,586)      $     (1,177)    $     (3,004)     $     (2,952)
                                                    =============     ============     =============     ============


          Net loss per share, basic
          and diluted                               $      (0.00)     $       0.00     $      (0.00)     $      (0.00)
                                                    =============     ============     =============     ============


          Average number of shares
          of common stock outstanding                  18,900,000       18,900,000        18,900,000       18,900,000
                                                    =============     ============     =============     ============

</TABLE>

         See Accompanying Notes to Financial Statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME



                                                                                                                  Oct. 24, 1997
                                                                                         Year ended              (inception) to
                                                                                December 31,      December 31,         June 30,
                                                                                        2002              2001             2003
                                                                                ____________     _____________     ____________
<S>                                                                             <C>              <C>               <C>
       Revenues                                                                 $          0     $           0     $          0

       Cost of revenue                                                                     0                 0                0
                                                                                ____________     _____________     ____________

                  Gross profit                                                  $          0     $           0     $          0
       General, selling and
          administrative expenses                                                      4,879             6,801           42,337
                                                                                ____________     _____________     ____________
                  Operating loss                                                $     (4,879)    $      (6,801)    $    (42,337)

       Nonoperating income (expense)                                                       0                 0                0
                                                                                ____________     _____________     ____________

          Net loss                                                              $     (4,879)    $     (6,801)     $    (42,337)
                                                                                ============     =============     ============



          Net loss per share, basic
          and diluted                                                           $      (0.00)      $     (0.00)    $      (0.02)
                                                                                ============     =============     ============


          Average number of shares
          of common stock outstanding                                             18,900,000        18,900,000       18,900,000
                                                                                ============     =============     ============

</TABLE>

         See Accompanying Notes to Financial Statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY




                                                                                                                    Accumulated
                                                                                                                     (Deficit)
                                                                       Common Stock               Additional          During
                                                              ______________________________         Paid-In       Development
                                                                   Shares          Amount            Capital          Stage
                                                              _____________     ____________     _____________     ____________

<S>                                                              <C>            <C>              <C>               <C>
          Balance, December 31, 1998                             18,900,000     $     18,900     $           0     $    (18,900)

          Net loss, December 31, 1999                                                                                         0
                                                              _____________     ____________     _____________     ____________

          Balance, December 31, 1999                             18,900,000     $     18,900     $           0     $    (18,900)

          April 24, 2000, changed from no
              par value to $.001                                                      (2,079)            2,079

          April 24, 2000, forward stock
              100:1                                                                    2,079            (2,079)


          Net loss, December 31, 2000                                                                                   (25,553)
                                                              _____________     ____________     _____________     ____________

          Balance, December 31, 2000                             18,900,000     $     18,900     $           0     $    (44,453)

          Net loss, December 31, 2001                                                                                    (6,801)
                                                              _____________     ____________     _____________     ____________
          Balance, December 31, 2001                             18,900,000     $     18,900     $           0     $    (51,254)

          Net loss, December 31, 2002                                                                                    (4,879)
                                                              _____________     ____________     _____________     ____________
          Balance, December 31, 2002                             18,900,000     $     18,900     $           0     $    (56,133)

          Net loss January 1, 2003 to
          June 30, 2003                                                                                                  (3,004)
                                                              _____________     ____________     _____________     ____________

          Balance, June 30, 2003                                 18,900,000     $     18,900     $           0     $    (59,137)
                                                              =============     ============     =============     ============
</TABLE>

         See Accompanying Notes to Financial Statements.


                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                        Three months ended                  Six months ended
                                                                   June 30,         June 30,          June 30,         June 30,
                                                                       2003             2002              2003             2002
                                                              _____________     ____________     _____________    _____________
<S>                                                           <C>               <C>              <C>              <C>
         Cash Flows From
         Operating Activities
             Net loss                                         $      (1,586)    $     (1,177)    $      (3,004)   $      (2,952)
             Adjustments to reconcile net loss
             to cash (used in) operating activities:
             Changes in assets and liabilities
             Increase in accounts payable                              (843)           1,177                 0            2,452
             Increase in officer advances                             2,429                0             3,004              500
                                                              _____________     ____________     _____________    _____________

                  Net cash (used in)
                     operating activities                     $           0     $          0     $           0    $           0
                                                              _____________     ____________     _____________    _____________
         Cash Flows From
         Investing Activities                                 $           0     $          0     $           0    $           0
                                                              _____________     ____________     _____________    _____________


         Cash Flows From
         Financing Activities
             Issuance of common stock                                     0                0                 0                0
                                                              _____________     ____________     _____________    _____________
                  Net cash (used in)
                     financing activities                     $           0     $          0     $           0     $          0
                                                              _____________     ____________     _____________    _____________


                  Net increase (decrease)
                     in cash                                  $           0     $          0     $           0     $          0
                                                              _____________     ____________     _____________    _____________

         Cash, beginning of period                                        0                0                 0                0
                                                              _____________     ____________     _____________    _____________
         Cash, end of period                                  $           0     $          0     $           0    $           0
                                                              =============     ============     =============    =============
</TABLE>

         See Accompanying Notes to Financial Statements.

                                      F-6

<PAGE>

<TABLE>
<CAPTION>

                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                                                  Oct. 24, 1997
                                                                                         Year ended              (inception) to
                                                                                December 31,      December 31,         June 30,
                                                                                        2002              2001             2003
                                                                                ____________     _____________     ____________
<S>                                                                             <C>              <C>               <C>
         Operating Activities
             Net loss                                                           $     (4,879)    $      (6,801)    $    (42,337)
             Adjustments to reconcile net loss
             to cash (used in) operating activities:
             Changes in assets and liabilities
             Increase (decrease ) in accounts payable                                 (1,276)            1,276                0
             Increase in officer advances                                              6,155             5,525           40,237
                                                                                ____________     _____________     ____________
                  Net cash (used in)
                     operating activities                                       $          0     $           0     $     (2,100)
                                                                                ____________     _____________     ____________
         Cash Flows From
         Investing Activities                                                   $          0     $           0     $          0
                                                                                ____________     _____________     ____________
         Cash Flows From
         Financing Activities
             Issuance of common stock                                                      0                 0            2,100
                                                                                ____________     _____________     ____________
                  Net cash (used in)
                     financing activities                                       $          0     $           0     $      2,100
                                                                                ____________     _____________     ____________

                  Net increase (decrease)
                     in cash                                                    $          0     $           0     $          0

         Cash, beginning of period                                                         0                 0     $          0
                                                                                ____________     _____________     ____________

         Cash, end of period                                                    $          0     $           0     $          0
                                                                                ============     =============     ============
</TABLE>

        See Accompanying Notes to Financial Statements.

                                      F-7

<PAGE>


                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS:

         C&D Production Inc. f/k/a Huile' Oil & Gas, Inc. ("Company") was
         organized October 24, 1997 under the laws of the State of Nevada. The
         Company currently has no operations and, in accordance with Statement
         of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND
         REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
         development stage company.

         A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS
         FOLLOWS:

         ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make 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.

         CASH

         For the Statements of Cash Flows, all highly liquid investments with
         maturity of three months or less are considered to be cash equivalents.
         There were no cash equivalents as of June 30, 2003 and 2002, and
         December 31, 2002.

         INCOME TAXES

         Income taxes are provided for using the liability method of accounting
         in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A
         deferred tax asset or liability is recorded for all temporary
         differences between financial and tax reporting. Temporary differences
         are the differences between the reported amounts of assets and
         liabilities and their tax basis. Deferred tax assets are reduced by a
         valuation allowance when, in the opinion of management, it is more
         likely than not that some portion or all of the deferred tax assets
         will not be realized. Deferred tax assets and liabilities are adjusted
         for the effect of changes in tax laws and rates on the date of
         enactment.

         REPORTING ON COSTS FOR START-UP ACTIVITIES

         Statement of Position 98-5 ("SOP 98-5), "REPORTING ON THE COSTS OF
         START-UP ACTIVITIES" which provides guidance on the financial reporting
         of start-up and organization costs, requires most costs of start-up
         activities and organization costs to be expensed as incurred. With the
         adoption of SPO 98-5, there has been little to no effect on the
         Company's financial statements.


                                      F-8

<PAGE>


                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002


NOTE 2.  STOCKHOLDERS' EQUITY

         COMMON STOCK

         The authorized common stock of the Company consists of 25,000,000
         shares with par value of $0.001. On October 24, 1997, the Company
         authorized and issued 21,000 shares of its no par value common stock in
         consideration of $2,100 in cash.

         On April 24, 2000, the State of Nevada approved the Company's restated
         Articles of Incorporation, which increased its capitalization from
         25,000 common shares to 25,000,000 common shares. The no par value was
         changed to $0.001 per share.

         On April 24, 2000, the Company's shareholders approved a forward split
         of its common stock at one hundred shares for one share of the existing
         shares. The number of common stock shares outstanding increased from
         21,000 to 2,100,000. Prior period information has been restated to
         reflect the stock split

         On November 14, 2002, The Company's shareholders approved a forward
         split of its common stock by way of a stock dividend of eight (8)
         shares for one (1) share of existing stock for shareholders of record
         on November 24, 2002. The number of common stock shares outstanding
         increased from 2,100,000 to 18,900,000. Prior period information has
         been restated to reflect both stock splits and the change in par value
         of common stock.

         The Company has not authorized any preferred stock.

         NET LOSS PER COMMON SHARE

         Net loss per share is calculated in accordance with SFAS No. 128,
         "EARNINGS PER SHARE." The weighted-average number of common shares
         outstanding during each period is used to compute basic loss per share.
         Diluted loss per share is computed using the weighted averaged number
         of shares and dilutive potential common shares outstanding. Dilutive
         potential common shares are additional common shares assumed to be
         exercised.

         Basic net loss per common share is based on the weighted average number
         of shares of common stock outstanding of 18,900,000 during 2003, 2002,
         2001, and since inception. As of June 30, 2003 and 2002, December 31,
         2002 and 2001, and since inception, the Company had no dilutive
         potential common shares.

NOTE 3.  INCOME TAXES

         There is no provision for income taxes for the period ended June 30,
         2003, due to the net loss and no state income tax in Nevada, the state
         of the Company's domicile and operations. The Company's total deferred
         tax asset as of June 30, 2003 is as follows:

                  Net operating loss carry forward         $           42,337
                  Valuation allowance                      $          (42,337)
                                                           ___________________

                  Net deferred tax asset                   $                0

                                      F-9


<PAGE>


                              C&D PRODUCTION INC.
                          F/K/A HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002


NOTE 3.  INCOME TAXES (CONTINUED)

         The net federal operating loss carry forward will expire between 2016
         and 2022. This carry forward may be limited upon the consummation of a
         business combination under IRC Section 381.

NOTE 4.  GOING CONCERN

         The Company's financial statements are prepared in accordance with
         generally accepted accounting principles applicable to a going concern.
         This contemplates the realization of assets and the liquidation of
         liabilities in the normal course of business. Currently, the Company
         does not have significant cash of other material assets, nor does it
         have operations or a source of revenue sufficient to cover its
         operation costs and allow it to continue as a going concern. It is the
         intent of the Company to seek a merger with an existing, operating
         company. Until that time, the stockholders, officers, and directors
         have committed to advancing the operating costs of the company.

NOTE 5.  RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property. An
         officer of the corporation provides office services without charge.
         Such costs are immaterial to the financial statements and accordingly,
         have not been reflected therein. The officers and directors for the
         Company are involved in other business activities and may, in the
         future, become involved in other business opportunities. If a specific
         business opportunity becomes available, such persons may face a
         conflict in selecting between the Company and their other business
         interest. The Company has not formulated a policy for the resolution of
         such conflicts.

NOTE 6.  WARRANTS AND OPTIONS

         There are no warrants or options outstanding to acquire any additional
         shares of common stock of the Company.

NOTE 7.  OFFICERS ADVANCES

         The Company has incurred costs while seeking additional capital through
         a merger with an existing company. An officer of the Company has
         advanced funds on behalf of the Company to pay for these costs. These
         funds have been advanced interest free.

NOTE 8.  SUBSEQUENT EVENT

         On July 21, 2003, the State of Nevada approved a Certificate of
         Amendment of Articles of Incorporation of the Company, officially
         changing the name of the corporation to C&D Production Inc. The Board
         of Directors of the Company adopted the resolution to amend the
         articles on June 13, 2003.



                                      F-10

<PAGE>

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

          The Company has no current business activities and has no assets or
operations. The majority shareholders have engaged in substantive negotiations
that, if consummated, may result in a change in control. As of the date hereof,
there are no written agreements between the majority shareholders, who are also
the officers and directors of the Company, which will result in a change of
control and there has been no definitive determination of the terms of any sale
or number of shares. As of the date hereof, the Company has had no negotiations
to effectuate a business combination; however, the Company's controlling
shareholders have been informed by those individuals who desire to acquire
control of the Company that a business combination with a British Virgin Island
corporation that owns a Republic of China professional advertisement production
company would be the proposed acquisition candidate. The officers and directors
of the Company have been informed that this production company produces
television commercial advertisements for multinational companies.

          The Company has been informed that, if, pursuant to any arrangement or
understanding with the person or persons acquiring securities in a transaction
subject to the Securities Exchange Act of 1934, as amended, any persons are to
be elected or designated as directors of the Company, otherwise than at a
meeting of security holders, and the persons so elected or designated will
constitute a majority of the directors of the Company, then, not less than 20
days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.


                                      -3-

<PAGE>



          With certain extraordinary corporate actions, such as a merger or
certain business combinations, amendments to the articles or the like, the
Securities Exchange Act of 1934, as amended, prescribes relevant disclosures
oriented toward the shareholder action being taken. If required, a proxy
relating to such corporate action must afford shareholders an opportunity to
vote for, against or abstain from voting. Further, generally, in connection with
any solicitation of a proxy directed to shareholders, a proxy statement and
proxy form complying with the proxy rules must be filed with the Securities and
Exchange Commission if the solicitation pertains to the Company's securities.

          Under Nevada State Law, shareholder approval may also be required
depending upon whether the transaction is a merger or share exchange and whether
the corporation is a disappearing corporation or a surviving corporation.

          While the actual terms of a transaction to which the Company may be a
party to in effectuating a business combination cannot be predicted, it may be
expected that it will be desirable to structure the transaction to avoid a proxy
solicitation or dissenters rights. The Company's shareholders may not have the
right to dissent from a merger unless the shareholders are entitled to vote on
the transaction. The Company is subject to all the reporting requirements
included in the Securities Exchange Act of 1934, as amended, and it intends to
file all agreements and financial statements upon consummation of a business
combination whether a proxy statement or proxy form is utilized or not. Any
proxy statement and proxy form complying with the Securities Exchange Act of
1934, as amended, and the proxy rules will indicate, among other matters, the
stockholders' rights.

          The Company is dependent upon its officers to meet any de minimis
costs that it may incur. Richard O. Hassan, Jr., an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided
that he is an officer and director of the Company when the obligation is
incurred. As part of any transaction that may result in the change in control of
the Company, Richard O. Hassan, Jr. may forgive the indebtedness owed to him by
the Company. The Company will then be dependent upon its new officer and
directors or others to meet any costs and expenses incurred.

                                      -4-

<PAGE>

          Since the Company has had no operating history nor any revenues or
earnings from operations, with no significant assets or financial resources, the
Company will in all likelihood continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.

          This discussion may contain certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or completing a
business combination.


Item III. Qualitative and Quantitative Disclosures About Market Risk.

          The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.

                                     PART II

                                OTHER INFORMATION

Item 1 -  Legal Proceedings.                                                None

Item 2 -  Changes in Securities.                                            None

Item 3 -  Defaults Upon Senior Securities.                                  None

Item 4 -  Submission of Matters to a Vote of Security.

          Pursuant to the written consent of the holders of a majority of the
outstanding shares of common stock in lieu of a meeting and the Board of
Directors, the name of the Company was to be changed from "Huile Oil & Gas,
Inc." to "C&D Production Inc." The name change become effective upon the filing

                                      -5-

<PAGE>

of a Certificate of Amendment to Articles of Incorporation with the Secretary of
State of the State of Nevada on July 21, 2003.

Item 5 -  Other Information

          (a)      Board Meeting

          The board held three meetings during the current quarter, each was a
special meeting by written consent.

          (b)  Committees

          The board of directors has not established an audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish an audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

          Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61, as may be modified or
supplemented.

          The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements included in this Form 10-QSB to its
independent auditor prior to the filing of this report. An audit was completed
for the period then ended.



                                      -6-

<PAGE>

Item 6 -  Exhibits and Reports on Form 8-K

          There were no reports on Form 8-K filed during the quarter for which
this report is filed. The following exhibits are filed with this report:

                  23.1   Consent of Kyle L. Tingle, CPA.

                  31.1   Certification  of  President,  pursuant  to  18  U.S.C.
                         Section 1350, as adopted pursuant to Section 302 of the
                         Sarbanes-Oxley Act of 2002.

                  31.2   Certification of  Chief Financial Officer,  pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to  Section
                         302 of the Sarbanes-Oxley Act of 2002.

                  32.1   Certification  of  President,  pursuant  to  18  U.S.C.
                         Section 1350, as adopted pursuant to Section 906 of the
                         Sarbanes-Oxley Act of 2002.

                  32.1   Certification of Chief Financial Officer,  pursuant  to
                         18  U.S.C. Section 1350, as adopted pursuant to Section
                         906 of the Sarbanes-Oxley Act of 2002.

                          SIGNATURES AND CERTIFICATION

          Pursuant to 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: August 13, 2003                           C&D PRODUCTION INC.



                                          By: /s/ RICHARD O. HASSAN, JR.
                                              ___________________________
                                                  Richard O. Hassan, Jr.
                                                  President, Director



                                          By: /s/ TRICIA A. WILLIS
                                              ___________________________
                                                  Tricia A. Willis
                                                  Treasurer and Chief Financial
                                                  Officer, Director