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


                                 Amendment No. 1
                                       to


                                   FORM 10-QSB

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 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 or             (I.R.S. Employer Identification No)
incorporation or organization)
--------------------------------------------------------------------------------


               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 |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The number of shares outstanding of the issuer's Common Stock,  $0.001 par
value, as of the close of business on November 18, 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............................15

      Item 3. Controls and Procedures.........................................18

PART II -   OTHER INFORMATION.................................................19

      Item 1. Legal Proceedings...............................................19

      Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....19

      Item 3. Defaults Upon Senior Securities.................................19

      Item 4. Submission of Matters to a Vote of Security Holders.............19

      Item 5. Other Information...............................................19

      Item 6. Exhibits........................................................19


<PAGE>
                         PART I - FINANCIAL STATEMENTS

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                              SEPTEMBER 30, 2005     DECEMBER 31, 2004
                                                                 (UNAUDITED)             (RESTATED)
                                                              ------------------     -----------------
<S>                                                           <C>                   <C>
Current Assets
      Cash and cash equivalents                               $          174,388     $          282,988
      Accounts receivable, net                                           134,443                220,354
      Other receivables                                                        0              3,416,774
      Prepaid expenses                                                    96,170              1,331,343
                                                              ------------------     ------------------

               Total Current Assets                                      405,001              5,251,459
                                                              ------------------     ------------------

        Fixed Assets, net                                                317,535                350,741
                                                              ------------------     ------------------

             Total Fixed Assets                                          317,535                350,741
                                                              ------------------     ------------------

     Other Assets
       Deposits                                                           12,319                  5,986
       Production in progress                                          5,650,972                707,129
       Intangible assets, net                                            546,033                588,560
                                                              ------------------     ------------------
               Total Other Assets                                      6,209,324              1,301,675
                                                              ------------------     ------------------
               Total Assets                                   $        6,931,860     $        6,903,875
                                                              ==================     ==================

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


Current Liabilities
  Accounts payable and accrued expenses                       $        1,190,292     $        1,332,882
  Due to related party                                                   996,730                 12,292
  Short term notes payable                                               602,400                563,040
                                                              ------------------     ------------------
  Total Current Liabilities                                            2,789,422              1,908,214
                                                              ------------------     ------------------

  Minority interest                                                       27,970                      0
                                                              ------------------     ------------------

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                                           4,897,438              4,897,438
  Cumulative foreign-exchange translation adjustment                     355,281                203,693
  Retained earnings (deficit)                                         (1,168,251)              (135,470)
                                                              ------------------     ------------------
  Total Stockholders' Equity                                           4,114,468              4,995,661
                                                              ------------------     ------------------
  Total Liabilities and Stockholders' Equity                  $        6,931,860     $        6,903,875
                                                              ------------------     ------------------
</TABLE>

                 See accompanying notes to financial statements

                                       1

<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Three Months Ended                   Nine Months Ended
                                                   --------------------------------      ---------------------------------
                                                   Sept. 30, 2005     Sept. 30, 2004     Sept. 30, 2005     Sept. 30, 2004
                                                   --------------     --------------     --------------     --------------

<S>                                                <C>                <C>                <C>                <C>
Sales, net                                         $      576,177     $      701,429     $    1,829,775     $    2,138,749
Cost of sales                                             781,700            734,078          1,856,709          2,189,901
                                                   --------------     --------------     --------------     --------------
Gross profit                                             (205,523)           (32,649)           (26,934)           (51,152)
General and administrative expenses                       326,943            270,471            956,007            996,230
                                                   --------------     --------------     --------------     --------------
Income (loss) from operations                            (532,466)          (303,120)          (982,941)        (1,047,382)
                                                   --------------     --------------     --------------     --------------
Other (Income) Expense
Interest income                                              (174)                (2)            (3,358)                (5)
Other income                                                7,400                  0            (10,007)                 0
Miscellaneous expense                                         770                  0                770                  0
Interest expense                                           33,501             12,619             62,435             18,460
                                                   --------------     --------------     --------------     --------------
Total Other (Income) Expense                               41,497             12,617             49,840             18,455
                                                   --------------     --------------     --------------     --------------

Income (loss)  before income taxes                       (573,963)          (315,737)        (1,032,781)        (1,065,837)
Provison for income taxes                                       0                  0                  0                  0
                                                   --------------     --------------     --------------     --------------
       Income (loss)                               ($     573,963)    ($     315,737)       ($1,032,781)     ($  1,065,837)
                                                   ==============     ==============     ==============     ==============
Net income (loss) per share (basic and diluted)
            Basic                                  ($       0.019)    ($       0.011)    ($       0.034)    ($       0.041)
            Diluted                                ($       0.019)    ($       0.011)    ($       0.034)    ($       0.041)
Weighted average number of shares
            Basic                                      30,000,000         28,333,333         30,000,000         26,111,111
            Diluted                                    30,000,000         28,333,333         30,000,000         26,111,111
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                       2

<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                              Nine Months Ended
                                                       ------------------------------
                                                       Sept. 30, 2005  Sept. 30, 2004
                                                       --------------  --------------
<S>                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                 $ (1,032,781)    $ (1,065,837)

Adjustments to reconcile net loss to net cash
used in operating activities:
     Depreciation  and amortization                         122,831          108,729
     Bad Debt                                                22,758                0
     Minority interest                                       27,970                0
     Translation adjustment                                  66,880            5,001
     Decrease (Increase) in receivables                      85,911          (57,500)
     Decrease (Increase) in other receivables             3,416,774                0
     Decrease (Increase) in prepaid expenses              1,235,173         (140,929)
     Decrease (Increase) in production in progress       (4,943,843)        (500,277)
     (Decrease) Increase in accounts payable
          and accrued expenses                             (142,590)           7,674
     (Decrease) Increase in deferred revenue                      0         (187,546)
                                                       ------------     ------------
     Total Adjustments                                     (108,137)        (764,848)
                                                       ------------     ------------
     Net cash (used in) operations                       (1,140,918)      (1,830,685)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of furniture and equipment                    (12,360)         (18,253)
                                                       ------------     ------------
     Net cash (used in) investing activities                (12,360)         (18,253)
                                                       ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Payment on current portion debt                       (240,960)        (680,082)
     Payment on loan                                        (94,560)               0
     Proceeds from issuance of loans                        301,200          592,672
     Proceeds from loan payable                              94,560          351,713
     Loan from related party                                984,438          323,251
     Sale of common stock                                         0          738,359
                                                       ------------     ------------
     Net cash provided by (used in) financing
     activities                                           1,044,678        1,325,913
                                                       ------------     ------------

     Net change in cash and cash equivalents               (108,600)        (523,025)
                                                       ------------     ------------
     Cash and cash equivalents at beginning of year         282,988          922,421
                                                       ------------     ------------
     Cash and cash equivalents at end of period        $    174,388     $    399,396
                                                       ============     ============

     Supplemental cash flows disclosures:
          Interest payments                            $     61,268     $     18,460
                                                       ------------     ------------
     Non cash transactions:
          Converstion of debt to equity                $          0     $  1,844,513
                                                       ------------     ------------
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3

<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                      September 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                      4,897,438             2,321,519
          Issuance of stock                                           0             2,575,919
                                                      -----------------     -----------------

          Balance at end of period                            4,897,438             4,897,438
                                                      -----------------     -----------------

Cumulative foreign-exchange translation adjustment
          Balance at beginning of period                        203,693               (25,286)
          Foreign currency translation                          151,588               228,979
                                                      -----------------     -----------------

          Balance at end of period                              355,281               203,693
                                                      -----------------     -----------------

Retained (deficits)
          Balance at beginning of period                       (135,470)             (104,958)
          Net income (loss)                                  (1,032,781)              (30,512)
                                                      -----------------     -----------------

          Balance at end of period                           (1,168,251)             (135,470)
                                                      -----------------     -----------------

Total stockholders' equity at end of period           $       4,114,468     $       4,995,661
                                                      =================     =================

Comprehensive income (loss)
          Net income (loss)                           ($      1,032,781)    ($         30,512)
          Currency translation adjustments                      151,588               228,979
                                                      -----------------     -----------------

          Comprehensive income (loss)                 ($        881,193)    $         198,467
                                                      =================     =================
</TABLE>

                                       4

<PAGE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 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.  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.

Shanghai Shi-Tsri Investment  Consulting  Corporation was incorporated on August
17, 2005 under the laws of the  Peoples  Republic of China to operate a shopping
channel.  C&D  Production  Group,  Inc.  owns 80% of the  outstanding  shares of
Shanghai Shi-Tsri Investment Consulting Corporation.

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 nine months ended  September 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
                           SEPTEMBER 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
                           SEPTEMBER 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
                           SEPTEMBER 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 September 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 September 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 the NTD
as  the  functional  currency.  According  to  the  Statement,  all  assets  and
liabilities were translated at the current exchange rate,  stockholder's  equity
are translated at the historical rates and income statement items are translated
at the weighted-average  exchange rate for the period. The resulting translation
adjustments  are reported under other  comprehensive  income in accordance  with
SFAS No. 130, "Reporting  Comprehensive  Income" as a component of shareholders'
equity.

As of September 30, 2005 and 2004 the exchange rates between NTD and the USD was
NTD$1=USD$0.03012 and NTD$1=USD$0.02942, respectively. The weighted-average rate
of exchange  between NTD and USD was NTD$1 = USD$0.03159 and  NTD$1=USD$0.02979,
respectively.  Total translation  adjustment recognized as of September 30, 2005
and 2004 is $355,281 and ($20,259), respectively.

                                       8
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
NOTE 3 - CONCENTRATION

The Company had five major customer  during the nine months ended  September 30,
2005.  Sales to  these  customers  were  approximately  $1,687,535.  Of the five
customers, two customers comprised 59% of the total sales during the nine months
ended  September  30, 2005.  Included in accounts  receivable  is  approximately
$79,507 from these customers as of September 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  September  30,  2005,  there were no  uninsured  portions of the
balances held at the banks.

NOTE 5 - FIXED ASSETS
<TABLE>
<CAPTION>
    Fixed assets consist of the following:

                                               September 30, 2005   December 31, 2004
                                               ------------------   -----------------
<S>                                               <C>                <C>
     Land                                         $       54,065     $       52,670
     Building                                             57,379             55,898
     Office equipment                                    489,919            465,283
     Automobile                                          165,555            161,282
                                                  --------------     --------------

                                                         766,918            735,133

     Accumulated depreciation                           (449,383)          (384,392)
                                                  --------------     --------------
                                                  $      317,535     $      350,741
                                                  ==============     ==============
</TABLE>

<TABLE>
<CAPTION>

NOTE 6 - INTANGIBLE ASSETS

     A summary is as follows:

                                               September 30, 2005   December 31, 2004
                                               ------------------   -----------------
<S>                                                  <C>                <C>
     Film rights                                     $ 1,213,406        $ 1,182,093
     Less accumulated amortization                      (667,373)          (593,533)
                                                     -----------        -----------

                                                     $   546,033        $   588,560
                                                     ===========        ===========
</TABLE>

                                       9
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

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


NOTE 7 - PRODUCTION IN PROGRESS

In June 2000, the American  Institute of Certified  Public  Accountants  (AICPA)
issued SOP-00-2, "Accounting by Producers or Distributors of Films" ("SOP-00-2")
requires that film costs be capitalized  and reported as a separate asset on the
balance  sheet.  Film costs include all direct  negative  costs  incurred in the
production  of a  film,  as well  as  allocations  of  production  overhead  and
capitalized  interest.  Direct  negative costs include cost of scenario,  story,
compensation of cast, directors,  producers,  writers, extras and staff, cost of
set  construction,  wardrobe,  accessories,  sound  synchronization,  rental  of
facilities on location and post  production  costs.  SOP-00-2 also requires that
film  costs  be  amortized   and   participation   costs   accrued,   using  the
individual-film-forecast-method-computation  method,  which amortizes or accrues
such costs in the same ratio that the current period actual revenue  (numerator)
bears  to  the  estimated  remaining  unrecognized  ultimate  revenue  as of the
beginning of the fiscal year (denominator).  The Company makes certain estimates
and  judgments of its future gross revenue to be received for each film based on
information  received by its  distributor,  historical  results and management's
knowledge of the industry.  Revenue and cost forecasts are continually  reviewed
by management and revised when warranted by changing conditions. A change to the
estimate of gross  revenues for an individual  film may result in an increase or
decrease to the percentage of amortization of capitalized film costs.

In addition,  SOP-00-2 also requires that if an event or change in circumstances
indicates  that an entity should assess whether the fair value of a film is less
than its unamortized film costs,  then an entity should determine the fair value
of the film and write-off to the statement of operations the amount by which the
unamortized capital costs exceeds the film's fair value.

The Company  currently has several projects under development which we expect to
complete in 2005 and 2006.  Costs of production are  capitalized as incurred and
amortized in accordance  SOP 00-2. As of September 30, 2005  $5,650,972 has been
capitalized,  with  $3,400,000  associated  with the DVM project and  $2,250,972
associated with television.

NOTE 8 - 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,  employee 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 September 30, 2005 and 2004 vacation  liability  exists in
the amount of $6,746 and $7,666, respectively.

                                       10
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

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


NOTE 9 - 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  September  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  September  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 $984,438.

NOTE 10 - 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 $44,297 for the
nine months ended  September  30,  2005.  The Company has future  minimum  lease
obligations of $45,869 for 2006.

                                       11
<PAGE>



                      C&D PRODUCTION, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2005 AND 2004
NOTE 11 - DEBT
<TABLE>
<CAPTION>

At  September  30, 2005 and December  31,  2004,  the Company had notes  payable outstanding  in the  aggregate  amount of $602,400
and  $563,040,  respectively. Payable as follows:
                                              September 30, 2005                                                  December 31, 2004
<S>                                                 <C>             <C>                                                 <C>
Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
Interest at 5.75% per annum,                                         Interest at 5.53% per annum,
due by November 10, 2005                             $  180,720      due by April 11, 2005                              $  187,680

Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
Interest at 5.75% per annum,                                         Interest at 5.53% per annum,
due by November 19, 2005                                 75,300      due by April 11, 2005                                  62,560

Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
Interest at 5.75% per annum,                                         Interest at 5.53% per annum,
due by December 21, 2005                                 30,120      due by May 10, 2005                                   187,680

Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
Interest at 5.75% per annum,                                         Interest at 5.53% per annum,
due by December 30, 2005                                 15,060      due by May 19, 2005                                    78,200

Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
 Interest at 5.75% per annum,                                        Interest at 5.53% per annum,
due by January 6, 2006                                   60,240      due by June 21, 2005                                   31,280

Unsecured notes payable to a bank in Taiwan,                         Unsecured notes payable to a bank in Taiwan,
Interest at 5.75% per annum,                                         Interest at 5.53% per annum,
due by March 29, 2006                                   240,960      due by June 30, 2005                                   15,640
                                                     ----------                                                         ----------
Total                                                $  602,400      Total                                                 563,040
                                                     ==========                                                         ==========
</TABLE>

                                       12
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

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


NOTE 12 - SEGMENT REPORTING

The Company has two principal operating segments which are the production of (1)
television commercials,  (2) DVD series on the history of China. These operating
segments were determined based on the nature of the products offered.  Operating
segments  are  defined as  components  of an  enterprise  about  which  separate
financial  information  is available  that is  evaluated  regularly by the chief
operating  decision-maker in deciding how to allocate resources and in assessing
performance.  The Company's chief executive  officer and chief financial officer
have been identified as the chief operating decision makers. The Company's chief
operating  decision  makers  direct the  allocation  of  resources  to operating
segments based on the profitability,  cash flows, and other measurement  factors
of each respective segment.

The Company has determined that both operating segments are reportable  segments
as they meet the quantitative  thresholds under Financial  Accounting  Standards
Board Statement No. 131 (Disclosures about Segments of an Enterprise and Related
Information).

The Company evaluates performance based on several factors, of which the primary
financial  measure is business  segment  income before taxes.  The Company's DVD
operating segment is currently in the production stage during 2005 and therefore
has no revenues.  The accounting  policies of the business segments are the same
as those described in "Note 1: Summary of Significant  Accounting Policies." The
following tables show the operations of the Company's reportable segments:

<TABLE>
<CAPTION>
                                     Television       DVM China     Eliminations   Consolidated
                                      Commercial      Segment
<S>                                  <C>               <C>                  <C>    <C>
Sales to unaffiliated customers      $ 1,829,775       $     -0-            -0-    $ 1,829,775
Intersegment sales                           -0-             -0-            -0-            -0-
                                     ----------------------------------------------------------
Net sales                              1,829,775             -0-            -0-      1,829,775
Income before taxes (1)               (1,032,781)            -0-            -0-     (1,032,781)
Total assets (2)                       3,528,895       3,402,965            -0-      6,931,860
Property additions (3)                   (12,360)            -0-            -0-        (12,360)
Interest expense                         (62,435)            -0-            -0-        (62,435)
Depreciation and amortization (3)        122,831             -0-            -0-        122,831
</TABLE>

      (1)   Income before taxes of the principal businesses excludes the effects
            of employee profit sharing, management incentive compensation, other
            unallocated expenses, and net interest income.

      (2)   Total business assets are the owned or allocated assets used by each
            business.  Corporate  assets  consist of cash and cash  equivalents,
            marketable securities, unallocated fixed assets of support divisions
            and common facilities, and certain other assets.

      (3)   Corporate  property  additions  and  depreciation  and  amortization
            expense include items  attributable to the unallocated  fixed assets
            of support divisions and common facilities.

Sales are  attributable  to geographic  areas based on location of customer (see
note 3).

Also,  because  all of the  Company's  sales  are  derived  from  the  sales  of
productions  outside of the United  States,  all  long-lived  assets are located
outside the United States.


                                       13
<PAGE>

                      C&D PRODUCTION, INC. AND SUBSIDIARIES

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




NOTE 13 - OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other
comprehensive income (loss), included in stockholders' equity, at September 30,
2005 and December 31, 2004 are as follows:

                                      Foreign Currency       Accumulated Other
                                   Translation Adjustment  Comprehensive Income
                                   ----------------------  --------------------

Balance at December 31, 2003            $ (25,286)              $ (25,286)
Change for 2004                           228,979                 228,979
                                        ---------               ---------

Balance at December 31, 2004              203,693                 203,693
                                        ---------               ---------
Change for 2005                           151,588                 151,588
                                        ---------               ---------

Balance at September 30, 2005           $ 355,281               $ 355,281
                     === ====           =========               =========


NOTE 14 - GOING CONCERN

The Company has suffered recurring losses from operations, cash deficiencies and
the inability to meets it's maturing obligations without  restructuring debts or
borrowing from related parties. 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 for
up to approximately $3,000,000.  The Company currently is engaged in discussions
with a company in Mainland  China to  establish  a shopping  channel in order to
create additional revenue. In this regard they have opened a new Chinese company
and are awaiting approval from the Chinese government, see Note 1. ITEM 2.


                                       14
<PAGE>

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.  Revenue from the
distribution  of featured  films and related  products will be  recognized  when
earned and reasonably estimable.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

SALES,  NET. Sales, net for the Company for the three months ended September 30,
2005 were $576,177 compared to $701,429 for the three months ended September 30,
2004. The decrease in sales,  net for the three months ended  September 30, 2005
was due to a reduction in demand for television commercial production.

COST OF SALES.  Cost of sales for the three months ended  September 30, 2005 was
$781,700,  or 135.8% of sales, net, as compared to $734,078, or 104.6% of sales,
net,  during the three months ended  September 30, 2004. The increase in cost of
sales as a percentage  of sales,  net for the three months ended  September  30,
2005 was due to cost overruns on television commercial productions.


                                       15
<PAGE>

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$326,943, or 56.7% of sales, net, for the three months ended September 30, 2005,
as compared to  $270,471,  or 38.6% of sales,  net,  for the three  months ended
September  30, 2004.  The increase in general and  administrative  expenses as a
percentage of sales,  net was caused by an increase in employee  expenses due to
the hiring of additional  employees in preparation for our new shopping  channel
business venture.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months ended September 30, 2005 was  ($532,466),  compared to income (loss) from
operations  for the three months ended  September  30, 2004 of  ($303,120).  The
increase in loss was due to the decrease in sales,  net, the increase in cost of
sales  as a  percentage  of  sales  and  increased  general  and  administrative
expenses.

OTHER (INCOME)  EXPENSE.  Total other (income) expense was $41,497 for the three
months ended  September  30,  2005,  as compared to $12,617 for the three months
ended  September 30, 2004.  The increase in other expense was due to an increase
in interest expense.

INCOME (LOSS).  Net income (loss) for the three months ended  September 30, 2005
was ($573,963)  compared to net income (loss) of ($315,737) for the three months
ended  September  30,  2004.  The  increase  in net loss was due to the  reasons
primarily described above.

FOR NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

SALES,  NET. Sales,  net for the Company for the nine months ended September 30,
2005 were $1,829,775  compared to $2,138,749 for the nine months ended September
30, 2004.  The decrease in sales,  net for the nine months ended  September  30,
2005 was due to was due to a  reduction  in  demand  for  television  commercial
production.

COST OF SALES.  Cost of sales for the nine months ended  September  30, 2005 was
$1,856,709  or 101.5% of sales,  net, as compared  to  $2,189,901,  or 102.4% of
sales, net during the nine months ended September 30, 2004. The decrease in cost
of sales as a percentage of sales,  net for the nine months ended  September 30,
2005 was due to a decrease in sales.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$956,007 or 52.2% of sales,  net, for the nine months ended  September 30, 2005,
as compared  to  $996,230,  or 46.6% of sales,  net,  for the nine months  ended
September  30, 2004.  The increase in general and  administrative  expenses as a
percentage of sales,  net was caused by an increase in employee  expenses due to
the hiring of additional  employees in preparation for our new shopping  channel
business venture.

INCOME (LOSS) FROM OPERATIONS. Income (loss) from operations for the nine months
ended  September  30,  2005  was  ($982,941)  compared  to  income  (loss)  from
operations  for the nine months ended  September 30, 2004 of  ($1,047,382).  The
decrease  in loss  from  operations  was due to the  decrease  in cost of  sales
associated with a decrease in sales.

OTHER (INCOME)  EXPENSE.  Total other (income)  expense was $49,840 for the nine
months  ended  September  30,  2005,  as compared to $18,455 for the nine months
ended  September 30, 2004.  The increase in other expense was due to an increase
in interest expense.

INCOME  (LOSS).  Net income (loss) for the nine months ended  September 30, 2005
was $1,032,781 compared to net income (loss) of ($1,065,837) for the nine months
ended September 30, 2004. The decrease in loss was due to the reasons  primarily
described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $174,388 at September 30, 2005 and $282,988 at
December 31, 2004. The Company's total current assets were $405,001 at September
30, 2005, as compared to $5,251,459  at December 31, 2004.  The Company's  total
current  liabilities  were  $2,789,422  at September  30,  2005,  as compared to
$1,908,214  at December 31,  2004.  Working  capital at  September  30, 2005 was
($2,384,421)  and $3,343,245 at December 31, 2004.  During the nine months ended
September 30, 2005, net cash used in operations was  $1,140,918,  as compared to
net cash used in operations of  $1,830,685  during the same period in 2004.  The
decrease  in net cash used in  operations  resulted  from an increase in prepaid
expenses.  Net cash  provided by  financing  activities  was  $1,044,678,  which
consisted of primarily of a loan from a related party, as compared with net cash
provided by  financing  activities  of  $1,325,913  during the nine months ended
September 30, 2004. Net change in cash and cash  equivalents  was ($108,600) and
($523,025) for the third quarter of 2005 and 2004, respectively.


                                       16
<PAGE>

Total capital  expenditures  during the nine months ended September 30, 2005 and
2004 were $12,360 and $18,253, respectively.

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.  The  Company  has  applied for a low
interest government loan up for to approximately $3,000,000, the application for
which  the  PRC  is  still  reviewing.  The  Company  currently  is  engaged  in
discussions  with a company in Mainland China to establish a shopping channel in
order to create  additional  revenue.  Shanghai Shi-Tsri  Investment  Consulting
Corporation  was  incorporated  on August 17, 2005 under the laws of the Peoples
Republic of China to operate the shopping  channel.  C&D Production  Group, Inc.
owns 80% of the outstanding  shares of Shanghai Shi-Tsri  Investment  Consulting
Corporation.  The Company  invested  $112,000 for its 80% stake in this company.
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.


                                       17
<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 September 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  September 30, 2005,  there has been no change in
internal controls over financial reporting that has materially  affected,  or is
reasonably  likely to affect,  the small business issuer's internal control over
financial reporting.

                                       18
<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.

                                       19
<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: January 27, 2006                  By: /s/ Michael Chou
                                             ----------------------------------
                                         Michael Chou
                                         Chairman of the Board, Chief Executive
                                         Officer and Secretary
                                         (Principal Executive Officer)

Dated: January 27, 2006                  By: /s/ Chien-Te Chou
                                             ----------------------------------
                                         Chien-Te Chou
                                         Chief Financial Officer and
                                         Administrative and Financial Manager
                                         (Principal Financial Officer)


                                       20
<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.