EXHIBIT 31.2


                                  CERTIFICATION


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

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

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

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

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

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

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

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

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

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

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


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


November 17, 2004