EXHIBIT 31.2


                                  CERTIFICATION


I, Chien-Te  Chou,  Chief  Financial  Officer and  Administrative  and Financial
Manager (Principal Financial Officer), certify that:

     (1)  I have reviewed this  quarterly  report on Form 10-QSB for the quarter
          ended June 30, 2004 of C&D Production Inc;

     (2)  Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     (3)  Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the small business issuer as of, and for, the periods  presented in
          this report;

     (4)  The  small  business  issuer's  other  certifying  officers  and I are
          responsible for establishing and maintaining  disclosure  controls and
          procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
          for the small business issuer and have:

          (a)  designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               small business issuer,  including its consolidated  subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure  controls and  procedures and presented in this report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this report based on such evaluation; and

          (c)  disclosed  in  this  report  any  change  in the  small  business
               issuer's internal control over financial  reporting that occurred
               during the small business issuer's fourth fiscal quarter that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the  small  business  issuer's  internal  control  over
               financial reporting; and

     (5)  The small  business  issuer's  other  certifying  officers  and I have
          disclosed,  based on our most recent  evaluation  of internal  control
          over financial reporting,  to the small business issuer's auditors and
          the audit committee of the small business  issuer's board of directors
          (or persons performing the equivalent functions):

          (a)  all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability to  record,  process,  summarize  and
               report financial information; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the small business
               issuer's internal controls over financial reporting.


                                          By:  /s/ CHIEN-TE CHOU
                                               _________________________________
                                               Chien-Te Chou
                                               Chief Financial Officer and
                                               Administrative and
                                               Financial Manager


August 20, 2004