**Certification
        of Chief Financial Officer**
 **pursuant
        to Rule 13A-14(A)/15D-14(aA)**
 **of
        the Securities Exchange Act of 1934,**
 **as
        adopted pursuant to Section 302 of**
 **the
        Sarbanes-Oxley Act of 2002.**
 
 I,
          Chien-Te Chou, the Administrative and Financial Manager, Chief Financial
          Officer
          (Principal Financial Officer), certify that:
 
 (1)
        I
        have reviewed this annual report on Form 10-KSB of C&D Production, Inc;
 
 (2)
        Based
        on my knowledge, this annual 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.
  Dated:
                  January 27, 2006
                By:
                /s/ Chien-Te
                  ChouAdministrative
                  and Financial Manager, Chief Financial
                  Officer