U.S. 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: September 30, 2004
                                               __________________

                                       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
incorporation or organization)                                Identification No)


               8F, NO. 268 KWANG-FU SOUTH ROAD, TAIPEI, TAIWAN ROC
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)


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


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


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

     The number of shares  outstanding of the issuer's Common Stock,  $0.001 par
value, as of the close of business on November 15, 2004 was 30,000,000.

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


<PAGE>


                                TABLE OF CONTENTS


                                                                            PAGE


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)


PART I -          FINANCIAL INFORMATION........................................1

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

                  Consolidated Statements of Financial Position................1

                  Consolidated Statements of Operations  (Unaudited)...........2

                  Consolidated Statements of Cash Flows  (Unaudited)...........3

                  Consolidated Statements of Changes in Stockholders' Equity...4

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  SEPTEMBER 30, 2004...........................................5

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

         Item 3.  Controls and Procedures.....................................14

PART II - OTHER INFORMATION...................................................15

         Item 1.  Legal Proceedings...........................................15

         Item 2.  Changes in Securities.......................................15

         Item 3.  Defaults Upon Senior Securities.............................15

         Item 4.  Submission of Matters to a Vote of Security Holders.........15

         Item 5.  Other Information...........................................15

         Item 6.  Exhibits....................................................15

                  Signatures..................................................16


                                       i


<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                     ASSETS
                                                            September 30,     December 31,
                                                                2004              2003
                                                             (Unaudited)
                                                            _____________     ____________
<S>                                                          <C>              <C>

Current Assets
     Cash and cash equivalents                               $   399,397      $   922,421
     Accounts receivable, net                                    362,706          305,206
     Other receivables                                                 0            1,326
     Prepaid expenses                                            458,517          317,588
                                                             ___________      ___________
         Total Current Assets                                  1,220,620        1,546,541
                                                             ___________      ___________
Fixed Assets, net                                                409,661          409,897
                                                             ___________      ___________
         Total Fixed Assets                                      409,661          409,897
                                                             ___________      ___________

Other Assets
     Deposits                                                      5,986            5,986
     Production in progress                                    3,249,762        2,749,485
     Intangible assets, net                                      620,366          709,256
                                                             ___________      ___________
         Total Other Assets                                    3,876,114        3,464,727
                                                             ___________      ___________
     Total Assets                                            $ 5,506,395      $ 5,421,165
                                                             ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued expenses                   $   946,943      $   939,269
     Due to related party                                        452,191          128,940
     Deferred revenue                                            135,517          323,063
     Loans payable                                                     0        1,492,800
     Short term note payable                                     235,360          322,770
                                                             ___________      ___________
     Total Current Liabilities                                 1,770,011        3,206,842
                                                             ___________      ___________

Stockholders' Equity
     Common stock, $.001 par value, 100,000,000 shares
        authorized, 30,000,000 and 23,047,500 shares
        issued and outstanding, respectively                      30,000           23,048
     Additional paid in capital                                4,932,698        2,356,779
     Cumulative foreign-exchange translation adjustment          (20,259)         (25,286)
     Retained earnings (deficit)                              (1,206,055)        (140,218)
                                                             ___________      ___________
     Total Stockholders' Equity                                3,736,384        2,214,323
                                                             ___________      ___________
     Total Liabilities and Stockholders' Equity              $ 5,506,395      $ 5,421,165
                                                             ===========      ===========


   Please see the notes to these condensed consolidated financial statements.

</TABLE>

                                       1


<PAGE>

<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                              Three Months Ended                 Nine Months Ended
                                                        ______________________________     ______________________________
                                                        September 30,    September 30,     September 30,    September 30,
                                                            2004             2003              2004             2003
                                                        _____________    _____________     _____________    _____________
<S>                                                      <C>              <C>               <C>              <C>

Sales, net                                               $   701,429      $   280,081       $ 2,138,749      $   280,081

Cost of sales                                                734,078          212,666         2,189,901          212,666
                                                         ___________      ___________       ___________      ___________
     Gross profit                                            (32,649)          67,415           (51,152)          67,415

General and administrative expenses                          270,471           65,641           996,230           65,641
                                                         ___________      ___________       ___________      ___________
     Income (loss) from operations                          (303,120)           1,774        (1,047,382)           1,774
                                                         ___________      ___________       ___________      ___________
Other (Income) Expense
     Interest income                                              (2)              (6)               (5)              (6)
     Forgiveness of loan                                           0          (40,237)                0          (40,237)
     Interest expense                                         12,619            2,577            18,460            2,577
                                                         ___________      ___________       ___________      ___________
     Total Other (Income) Expense                             12,617          (37,666)           18,455          (37,666)
                                                         ___________      ___________       ___________      ___________
     Income (loss)  before income taxes                     (315,737)          39,440        (1,065,837)          39,440

Provision for income taxes                                         0                0                 0                0
                                                         ___________      ___________       ___________      ___________
     Net Income (loss)                                   $  (315,737)     $    39,440       $(1,065,837)     $    39,440
                                                         ===========      ===========       ===========      ===========
     Net income (loss) per share (basic and diluted)
         Basic                                           $    (0.005)     $     0.002       $    (0.005)     $     0.002
         Diluted                                         $    (0.005)     $     0.002       $    (0.005)     $     0.002

     Weighted average number of shares
         Basic                                            28,333,333       20,252,446        26,111,111       19,355,736
         Diluted                                          28,333,333       20,252,446        26,111,111       19,355,736


   Please see the notes to these condensed consolidated financial statements.

</TABLE>

                                       2


<PAGE>

<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                  Nine Months Ended
                                                                           ________________________________
                                                                           September 30,      September 30,
                                                                               2004               2003
                                                                           _____________      _____________
<S>                                                                         <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                                      $(1,065,837)       $    39,440

Adjustments to reconcile net loss to net cash used in operating
   activities:
     Depreciation                                                                18,721              6,379
     Amortization                                                                90,008              8,639
     Forgiveness of loan                                                              0            (40,237)
     Cash received in acquisition of subsidiary                                       0            235,365
     Decrease (Increase) in accounts receivables                                (57,500)           107,343
     Decrease (Increase) in other receivables                                         0             26,198
     Decrease (Increase) in prepaid expenses                                   (149,929)          (221,186)
     Decrease (Increase) in deposit                                                   0                (88)
     (Decrease) Increase in accounts payable and accrued expenses                 7,674                  0
     (Decrease) Increase in deferred revenue                                   (187,546)          (180,289)
                                                                            ___________        ___________
     Total Adjustments                                                         (269,571)           (57,876)
                                                                            ___________        ___________
     Net cash used in operations                                             (1,335,408)           (18,436)
                                                                            ___________        ___________

CASH FLOWS FROM INVESTING ACTIVITIES
     Production in progress                                                    (500,277)                 0
     Purchase of furniture and equipment                                        (18,253)                 0
                                                                            ___________        ___________
     Net cash used in investing activities                                     (518,530)                 0
                                                                            ___________        ___________

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of short term debts                                 592,672             19,571
     Payment of short term debts                                               (680,082)                 0
     Proceeds from loans payable                                                351,713                  0
     Loan from related party                                                    323,251            358,681
     Sale of common stock                                                       738,359                  0
                                                                            ___________        ___________
     Net cash provided by financing activities                                1,325,913            378,252
                                                                            ___________        ___________
     Effect of exchange rate change on cash                                       5,001              2,587
                                                                            ___________        ___________
     Net change in cash and cash equivalents                                   (523,024)           362,403
                                                                            ___________        ___________
     Cash and cash equivalents at beginning of year                             922,421                  0
                                                                            ___________        ___________
     Cash and cash equivalents at end of period                             $   399,397        $   362,403
                                                                            ===========        ===========

     Supplemental cash flows disclosures:
         Interest payments                                                  $    18,460        $     2,577
                                                                            ___________        ___________
     Non cash transaction:
         Purchase of subsidiary for exchange of stock                       $         0        $ 2,360,927
                                                                            ___________        ___________
         Conversion of debt to equity                                       $ 1,844,513        $         0


   Please see the notes to these condensed consolidated financial statements.

</TABLE>

                                       3


<PAGE>

<TABLE>
<CAPTION>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                                                                           September 30,       December 31,
                                                                               2004               2003
                                                                            (Unaudited)
                                                                           _____________       ____________
<S>                                                                         <C>                <C>

Common stock, number of shares outstanding
     Balance at beginning of period                                          23,047,500         18,900,000
     Stock cancellation                                                               0         (9,681,000)
     Stock issued                                                             6,952,500         13,828,500
                                                                            ___________        ___________
     Balance at end of period                                                30,000,000         23,047,500
                                                                            ===========        ===========

Common stock, par value $.001
     Balance at beginning of year                                           $    23,048        $    18,900
     Stock cancellation                                                               0             (9,681)
     Common stock issued                                                          6,952             13,829
                                                                            ___________        ___________
     Balance at end of period                                                    30,000             23,048
                                                                            ___________        ___________

Additional paid in capital
     Balance at beginning of year                                             2,356,779                  0
     Stock cancellation                                                               0              9,681
     Issuance of stock                                                        2,575,919          2,347,098
                                                                            ___________        ___________
     Balance at end of period                                                 4,932,698          2,356,779
                                                                            ___________        ___________

Cumulative foreign-exchange translation adjustment
     Balance at beginning of year                                               (25,286)                 0
     Foreign currency translation                                                 5,027            (25,286)
                                                                            ___________        ___________
     Balance at end of period                                                   (20,259)           (25,286)
                                                                            ___________        ___________

Retained (deficits)
     Balance at beginning of year                                              (140,218)           (56,133)
     Net income (loss)                                                       (1,065,837)           (84,085)
                                                                            ___________        ___________
     Balance at end of period                                                (1,206,055)          (140,218)
                                                                            ___________        ___________

Total stockholders' equity at end of period                                 $ 3,736,384        $ 2,214,323
                                                                            ===========        ===========


   Please see the notes to these condensed consolidated financial statements.

</TABLE>

                                       4


<PAGE>



                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 1 - NATURE OF OPERATIONS

C&D  Production  Inc.,  formerly  Huile' Oil & Gas, Inc.,  was  incorporated  on
October 24, 1997 under the laws of the State of Nevada.  C&D  Production  Group,
Inc.  was  incorporated  on May 23,  2003 under the laws of the  British  Virgin
Islands. C&D Production International was incorporated on November 6, 1998 under
the laws of the Republic of China. C&D Production  Group,  Inc. owns 100% of the
capital  stock  of  C&D  Production   International.   Collectively   the  three
corporations are referred to herein as the "Company".  When used in these notes,
the terms  "Company,"  "we,"  "our," or "us" mean C&D  Production  Inc.  and its
subsidiaries.

On  September  4,  2003,  C&D  Production  Group,  Inc.  became a  wholly  owned
subsidiary of C&D Production,  Inc. through an Exchange  Agreement,  whereby C&D
Production, Inc. acquired all of the issued and outstanding capital stock of C&D
Production Group, Inc. in exchange for 13,828,500 shares of C&D Production, Inc.

The Company is a full-service  advertising and creative film  production  agency
using ideas and  technology to extend  concepts  across  multiple  mediums.  The
Company is currently involved in the creation of feature films and documentaries
focusing on Mainland China.

The Company operates in an industry characterized by significant competition and
rapid technological  changes. They will need additional  investments and funding
in order to complete the development and  improvements  necessary for growth and
planned operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION - The accompanying  financial statements
have  been  prepared  by  C&D  Production,  Inc.,  pursuant  to  the  rules  and
regulations of the Securities  and Exchange  Commission  (the "SEC") Form 10-QSB
and  Item  310  of  Regulation  S-B,  and  U.S.  generally  accepted  accounting
principles  for interim  financial  reporting.  These  financial  statements are
unaudited and, in the opinion of management, include all adjustments (consisting
of normal recurring  adjustments and accruals) necessary for a fair presentation
of the  statement  of  financial  position,  operations,  and cash flows for the
periods  presented.  Operating  results for the nine months ended  September 30,
2004 and 2003 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2004, or any future period, due to seasonal and
other factors. Certain information and footnote disclosures normally included in
financial  statements  prepared  in  accordance  with  U.S.  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, 2003.

BASIS OF CONSOLIDATION - The consolidated  financial statements for 2004 include
the accounts of C&D  Production,  Inc. and its wholly  owned  subsidiaries,  C&D
Production Group, Inc. and C&D Production  International.  All references herein
to the  Company  are  included  in the  consolidated  results.  All  significant
intercompany accounts and transactions have been eliminated upon consolidation.

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).


                                       5


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROJECT 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 one project  under  development  which it expects to
complete in the third quarter of 2004.  Costs of production  are  capitalized as
incurred  and  amortized  in  accordance  SOP 00-2.  As of  September  30, 2004,
$2,754,524 has been capitalized.

CASH  AND  CASH  EQUIVALENTS  -  Cash  equivalents  are  stated  at  cost.  Cash
equivalents are highly liquid investments  readily convertible into cash with an
original  maturity  of three  months or less and consist of time  deposits  with
commercial banks.

ALLOWANCE  FOR DOUBTFUL  ACCOUNTS - The Company  establishes  an  allowance  for
doubtful accounts on a case-by-case  basis when it believes the required payment
of specific  amounts  owed is  unlikely  to occur  after a review of  historical
collection  experience,  subsequent  collections and management's  evaluation of
existing economic conditions.

FIXED  ASSETS -  Property  and  equipment  are  stated at cost less  accumulated
depreciation.  Expenditures for major additions and improvements are capitalized
and minor  replacements,  maintenance  and  repairs  are  charged  to expense as
incurred.  Whenever an asset is retired or disposed of, its cost and accumulated
depreciation  or  amortization  is removed from the respective  accounts and the
resulting gain or loss is credited or charged to income.

Depreciation is computed using the straight-line and  declining-balance  methods
over the following estimated useful lives:

     Furniture and Fixtures                 5 - 8 years
     Automobile                                 5 years
     Office Equipments                      3 - 8 years
     Building and Improvements                 30 years

ADVERTISING - Advertising costs are expensed in the year incurred.


                                       6


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


ESTIMATES - The  preparation  of financial  statements in  conformity  with U.S.
generally accepted  accounting  principles  requires  management to make certain
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Significant  estimates include  collectibility of accounts receivable,  accounts
payable, sales returns and recoverability of long-term assets.

CONCENTRATION OF CREDIT RISK - Financial instruments,  which subject the Company
to credit  risk,  consist  primarily  of cash  equivalents  and  trade  accounts
receivable arising from its normal business  activities.  The Company places its
cash in what it believes to be credit-worthy  financial  institutions,  however,
cash balances have exceeded the FDIC insured  levels at various times during the
year.  Concentration of credit risk with respect to trade accounts receivable is
primarily from related parties located in Asia. The Company  actively  evaluates
the  creditworthiness  of the customers with which it conducts  business through
credit approvals, credit limits and monitoring procedures.

IMPAIRMENT  OF LONG-LIVED  ASSETS - On January 1, 2002 the Company  adopted SFAS
144  "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets".  The
Company evaluates long-lived assets for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  If the  estimated  future  cash flows  (undiscounted  and  without
interest  charges) from the use of an asset is less than the carrying  value,  a
write-down  would be recorded to reduce the related asset to its estimated  fair
value. There have been no such impairments to date.

EARNINGS PER SHARE - Earnings per share are based on the weighted-average number
of shares of common stock and common stock equivalents  outstanding  during each
period.  Earnings per share are computed  using the treasury  stock method.  The
options to purchase  common  shares are  considered  to be  outstanding  for all
periods presented but are not calculated as part of the earnings per share.

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

EXCHANGE  GAIN  (LOSS) - As of  September  30,  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.


                                       7


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


TRANSLATION  ADJUSTMENTS  - As of  September  30,  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".  The  resulting  translation
adjustments   are  reported  under   cumulative   foreign-exchange   translation
adjustment in the stockholders' equity.

As of  September  30,  2004  the  exchange  rates  between  NTD  and the USD was
NTD$1=USD$0.02942. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02979.  There is a translation adjustment of ($20,259) recorded on
the books as of September 30, 2004.

NOTE 3 - CONCENTRATION

The Company had six major  customers  during the nine months ended September 30,
2004. Of the six customers  referred to herein,  one customer comprised 42.6% of
the total sales during the nine months ended  September 30, 2004.  Sales to this
customer were approximately $910,248. Included in accounts receivable is $95,308
from this customer as of September 30, 2004.

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,  2004,  there were no  uninsured  portions of the
balances held at the banks.

NOTE 5 - FIXED ASSETS

         Fixed assets consist of the following as of September 30, 2004:

              Land                              $    52,670
              Building                               55,898
              Office equipment                      465,283
              Automobile                            161,282
                                                ___________
                                                $   735,133

              Accumulated depreciation             (325,472)
                                                ___________
                                                $   409,661
                                                ===========

NOTE 6 - INTANGIBLE ASSETS

         A summary is as follows as of
         September 30, 2004:

              Patents and Trademark costs       $ 1,182,093
              Less accumulated amortization        (561,727)
                                                ___________
                                                $   620,366
                                                ===========


                                       8


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE 7 - COMPENSATED ABSENCES


Employees can earn annual  vacation leave at the rate of seven (7) days per year
for the first three  years.  Upon  completion  of the third year of  employment,
employees  earn annual  vacation leave at the rate of ten (10) days per year for
years four  through  five.  Upon  completion  of the fifth  year of  employment,
employees earn annual  vacation leave at the rate of fourteen (14) days per year
for years six through ten. Upon completion of the tenth year of employment,  one
(1) additional day for each additional  year,  until it reaches thirty (30) days
per year. At termination, employees are paid for any accumulated annual vacation
leave.  As of  September  30, 2004  vacation  liability  exists in the amount of
$7,666.

NOTE 8 - RELATED PARTY TRANSACTIONS

Throughout  the  history  of  the  Company,  certain  members  of the  Board  of
Directors,  and  general  management  have made  loans to the  Company  to cover
operating  expenses or operating  deficiencies.  As of September  30, 2004,  the
Company has a non  interest-bearing  loan from  Chin-Ping  Chou,  the  Company's
Director, in the amount of $452,191.

NOTE 9 - DEBT

At September 30, 2004, the Company had one unsecured  notes payable  outstanding
in the aggregate  amount of $235,360 to a bank in Taiwan,  interest at 5.47% per
annum, and due on November 10, 2005.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The  Company  leases  three  office   facilities  under  operating  leases  that
terminates  on various  dates.  Rental  expense for these  leases  consisted  of
$55,076 for September 30, 2004. The Company has future minimum lease obligations
as of September 30:

                           2005                 $    27,204
                           2006                      27,915
                           2007                       7,023
                                                ___________
                           Total                $    62,142

NOTE 11 - COMMON STOCK


In August 2004, the Company's Board of Directors  approved and recommended  that
the  Company's  Articles of  Incorporation  be amended to increase the number of
authorized  shares of  common  stock,  par  value  $0.001,  from  25,000,000  to
100,000,000.

In August 2004,  the Company's  Board of Directors also approved the issuance of
5,000,000 shares of its common stock as consideration for the conversion in full
of a loan payable to a third party in the aggregate  amount of  $1,844,513.  The
loan  payable  will be  converted  into  shares  of  common  stock at a price of
approximately $.3689 per share.

NOTE 12 - GOING CONCERN

The Company has suffered  recurring  losses,  current  liabilities  in excess of
current assets and negative  retained  earnings.  These issues raise substantial
concern about its ability to continue as a going concern.


                                       9


<PAGE>


                      C&D PRODUCTION INC. AND SUBSIDIARIES
                        (FORMERLY HUILE' OIL & GAS, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


Management's  plan related to the going concern is that in the fourth quarter of
2004 it will begin  selling its new DVD product which will in turn increase cash
flow.  The Company  believes that it will also be able to raise capital  through
private placement offerings of its equity securities.









                                       10


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following  discussion  of the financial  condition and results of operations
should be read in conjunction  with the  consolidated  financial  statements and
related notes thereto and in conjunction  with the  Management's  Discussion and
Analysis set forth in the  Company's  Annual  Report on Form 10-KSB for the year
ended December 31, 2003.

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  ("C&D   International")  (the  "Acquisition").   The
Acquisition was accounted for using the purchase  method of accounting.  Because
the Acquisition occurred during the third quarter of 2003, the Company's results
of  operations  for the three and nine  months  ended  September  30,  2003 only
reflect its  operations  from  September 4, 2003 through  September 30, 2003. As
such, the Company is also including  comparisons of the results of operations of
its operating subsidiary, C&D International, for the three and nine months ended
September 30, 2004 and 2003. The Company  believes that such comparisons for C&D
International will be useful to its shareholders in evaluating the Company.

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.

We will  recognize  film  revenue  from the  distribution  of feature  films and
documentaries  and related  products  when earned and  reasonably  estimable  in
accordance  with  Statement  of   Position-00-2   "Accounting  by  Producers  or
Distributors of Films."

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

NET SALES.  Net sales for the Company for the three months ended  September  30,
2004 were $701,429 compared to $280,081 for the three months ended September 30,
2003.  The increase in net sales for the three months ended  September  30, 2004
was due to the Acquisition.  C&D  International's net sales for the three months
ended  September  30, 2004 were $701,429  compared to  $1,086,378  for the three
months  ended  September  30,  2003.  The  decrease  in net  sales  was due to a
reduction in demand for film  productions  for the three months ended  September
30, 2004 as compared to the same period in 2003.


                                       11


<PAGE>


COST OF SALES.  Cost of sales for the three months ended  September 30, 2004 was
$734,078,  or 104.7% of net sales,  as  compared  to  $212,666,  or 75.9% of net
sales, during the three months ended September 30, 2003. The increase in cost of
sales for the three months ended September 30, 2004 was due to the  Acquisition.
C&D International's  cost of sales for the three months ended September 30, 2004
was  $734,134  or 104.7% of net sales,  as  compared to $658,474 or 60.6% of net
sales,  for the three months ended  September 30, 2003.  The increase was due to
the increase in  production  costs,  such as shooting  fees and wages for actors
associated with higher-end film  productions.  Cost of sales increased while net
sales decreased due to higher labor costs than the previous year.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$270,471,  or 38.6% of net sales, for the three months ended September 30, 2004,
as  compared  to  $65,641,  or 23.4% of net sales,  for the three  months  ended
September 30, 2003. The increase was due to the Acquisition. C&D International's
general and  administrative  expenses for the three months ended  September  30,
2004 were $270,471 or 38.6% of net sales,  as compared to $295,354,  or 27.2% of
net sales,  for the three  months  ended  September  30,  2003.  The decrease in
general and  administrative  expenses  was due a decrease in salaries  and other
related  expenses  as a result of the  decrease  in net sales  during  the three
months ended September 30, 2004.

INCOME  (LOSS) FROM  OPERATIONS.  Income  (loss) from  operations  for the three
months ended September 30, 2004 was  ($303,120),  compared to income (loss) from
operations for the three months ended September 30, 2003 of $1,774. The decrease
was due to the Acquisition.  C&D  International's  income (loss) from operations
for the three  months ended  September  30, 2004 was  ($303,175)  as compared to
$132,550 for the three months ended September 30, 2003. This change is primarily
due to a decrease in sales for commercial film  productions for the three months
ended September 30, 2004.

OTHER (INCOME)  EXPENSE.  Total other (income) expense was $12,617 for the three
months ended  September  30, 2004, as compared to ($37,666) for the three months
ended  September  30,  2003.  The  decrease  was  due  to the  Acquisition.  C&D
International's  other (income) expense for the three months ended September 30,
2004 was $12,618 as compared to $8,156 for the three months ended  September 30,
2003. This change is primarily due to the increase of interest  expense from new
loans.

NET INCOME  (LOSS).  Net income (loss) for the three months ended  September 30,
2004 was  ($315,737)  compared  to net income  (loss) of  $39,440  for the three
months ended  September 30, 2003. The decrease was due to the  Acquisition.  C&D
International contributed net income (loss) for the three months ended September
30, 2004 of  ($315,793)  as compared to income of $124,394  for the three months
ended September 30, 2003 primarily for the reasons described above.

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

NET SALES.  Net sales for the Company for the nine months  ended  September  30,
2004 were  $2,138,749  compared to $280,081 for the nine months ended  September
30, 2003. The increase in net sales for the nine months ended September 30, 2004
was due to the Acquisition.  C&D  International's  net sales for the nine months
ended  September 30, 2004 were  $2,138,749  compared to $2,881,078  for the nine
months  ended  September  30,  2003.  The  decrease  in net  sales  was due to a
reduction in demand for film productions  during the nine months ended September
30, 2004 as compared to the same period in 2003.

COST OF SALES.  Cost of sales for the nine months ended  September  30, 2004 was
$2,189,901  or 102.39% of net sales,  as compared to  $212,666,  or 75.9% of net
sales,  during the nine months ended September 30, 2003. The increase in cost of
sales for the nine months ended  September 30, 2004 was due to the  Acquisition.
C&D  International's  cost of cost of sales for the nine months ended  September
30, 2004 was $2,189,804 or 102.4% of net sales,  as compared to  $2,185,495,  or
74.1% of net sales,  for the nine months ended  September 30, 2003. The increase
was due to the increase in production costs, such as shooting fees and wages for
actors  associated  with higher-end  film  productions.  Cost of sales increased
while sales decreased due to higher labor costs than the previous year.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$996,230 or 46.58% of net sales,  for the nine months ended  September 30, 2004,
as  compared  to  $65,641,  or 23.4% of net  sales,  for the nine  months  ended
September 30, 2003. The increase was due to the Acquisition. C&D International's
general and administrative expenses for the nine months ended September 30, 2004


                                       12


<PAGE>


was $996,230,  or 46.6% of net sales,  as compared to $644,324,  or 21.8% of net
sales, for the nine months ended September 30, 2003.  General and administrative
expenses did not decrease in proportion to sales due to the in-house DVD project
and the related increase in expenses combined with the fact that as of September
30, 2004, C&D International had not published any DVDs and,  therefore,  had not
generated any sales from the DVD project.

INCOME (LOSS) FROM OPERATIONS. Income (loss) from operations for the nine months
ended  September  30,  2004 was  ($1,047,382),  compared  to income  (loss) from
operations for the nine months ended September 30, 2003 of $1,774.  The decrease
was due to the Acquisition.  C&D  International's  income (loss) from operations
for the nine months ended  September  30, 2004 was  ($1,047,285)  as compared to
$51,259 for the nine months ended September 30, 2003. This change was the result
of the  decrease  in sales for film  productions  during the nine  months  ended
September  30,  2004  and  increased  fixed  costs  of  sales  and  general  and
administrative expenses.

OTHER (INCOME)  EXPENSE.  Total other (income)  expense was $18,455 for the nine
months ended  September  30, 2004,  as compared to ($37,666) for the nine months
ended  September  30,  2003.  The  decrease  was  due  to the  Acquisition.  C&D
International's total other (income) expense for the nine months ended September
30, 2004 was $18,460 as compared to $26,511 for the nine months ended  September
30, 2003. This change is primarily due to the increase of interest  expense from
new loans

NET INCOME  (LOSS).  Net income  (loss) for the nine months ended  September 30,
2004 was  ($1,065,837)  compared  to net income  (loss) of $39,440  for the nine
months ended  September 30, 2003. The decrease was due to the  Acquisition.  C&D
International  contributed net income (loss) for the nine months ended September
30,  2004 of  ($1,065,743)  as compared to income of $24,748 for the nine months
ended September 30, 2003 primarily for the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $399,397 at September 30, 2004 and $922,421 at
December 31,  2003.  The  Company's  total  current  assets were  $1,220,620  at
September 30, 2004 as compared to $1,546,541 at December 31, 2003. The Company's
total current  liabilities  were $1,770,011 at September 30, 2004 as compared to
$3,206,842  at December 31,  2003.  Working  capital at  September  30, 2004 was
($549,391) and  ($1,660,301) at December 31, 2003.  During the nine months ended
September 30, 2004, net cash used in operations was  ($1,335,408) as compared to
net cash used in  operations  of ($18,436)  during the same period in 2003.  Net
cash  provided by  financing  activities  was  $1,325,913,  which  consisted  of
proceeds  from the loan and sale of common  stock  during the nine months  ended
September 30, 2004,  as compared with net cash provided by financing  activities
of $378,252  during the nine months ended September 30, 2003. Net change in cash
and cash  equivalents  was ($523,024) and $362,403 for the third quarter of 2004
and 2003, respectively.

Capital  expenditures.  Total capital  expenditures during the nine months ended
September 30, 2004 and 2003 were $518,530 and $0, respectively.

Working Capital Requirements.  The Company's operations and short term financing
do not  currently  meet the cash needs of the 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.

CURRENCY EXCHANGE FLUCTUATIONS

The accounts of C&D Production International were maintained,  and its financial
statements  were  expressed,  in New  Taiwan  Dollars  ("NTD").  Such  financial
statements  were  translated  into U.S.  Dollars in accordance with Statement of
Financial Accounts Standards ("SFAS") No. 52 ("SFAS No. 52"),  "Foreign Currency
Translation," with the NTD as the functional currency. According to SFAS No. 52,
all  assets  and  liabilities  are  translated  at the  current  exchange  rate,


                                       13


<PAGE>


stockholders'  equity is  translated at  historical  rates and income  statement
items are translated at the  weighted-average  exchange rate for the period. The
resulting translation adjustments are reported under cumulative foreign-exchange
translation adjustment in the stockholders' equity.

As of  September  30,  2004  the  exchange  rates  between  NTD  and the USD was
NTD$1=USD$0.02942. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02979.  There is a translation adjustment of ($20,259) recorded on
the books of the Company for September 30, 2004.

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.

ITEM 3. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

         We  maintain  "disclosure  controls  and  procedures,"  as such term is
defined  under  Exchange  Act Rule  13a-15(e),  that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized,  and reported  within the time periods  specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our  management,  including our Chief  Executive  Officer and Chief Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosures. In designing and evaluating the disclosure controls and procedures,
our management  recognized that any controls and procedures,  no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control  objectives and in reaching a reasonable  level of assurance our
management  necessarily  was  required to apply its judgment in  evaluating  the
cost-benefit  relationship of possible controls and procedures.  We have carried
out an  evaluation  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 as of September 30, 2004.  Based upon their evaluation and subject to
the foregoing, the Chief Executive Officer and Chief Financial Officer concluded
that as of  September  30, 2004 our  disclosure  controls  and  procedures  were
effective  at  the  reasonable   assurance   level  in  ensuring  that  material
information  relating  to us, is made known to the Chief  Executive  Officer and
Chief Financial  Officer by others within our company during the period in which
this report was being prepared.

         There were no  changes in our  internal  controls  or in other  factors
during the most recent  quarter that has materially  affected,  or is reasonably
likely to materially affect, our internal controls over financial reporting.


                                       14


<PAGE>


                           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 HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

         Exhibits:

           31.1   Certification of the Chief Executive Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

           31.2   Certification of the Chief Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

           32     Certifications of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.


                                       15


<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:  November 17, 2004                  By: /s/ MICHAEL CHOU
                                               _________________________________
                                                   Michael Chou
                                                   Chairman of the Board,
                                                   Chief Executive Officer
                                                   and Secretary
                                                   (Principal Executive Officer)


Dated:  November 17, 2004                  By: /s/ CHIEN-TE CHOU
                                               _________________________________
                                                   Chien-Te Chou
                                                   Chief Financial Officer and
                                                   Administrative and Financial
                                                   Manager
                                                   (Principal Financial Officer)


                                       16