U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                  ____________
                                   FORM 10-KSB

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

                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2003

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     FOR THE TRANSITION PERIOD FROM __ TO __
                           COMMISSION FILE NO. 0-31039

                              C & D PRODUCTION INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

            NEVADA                                                 88-0438869
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

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

           Securities registered under Section 12(b) of the Act: NONE

              Securities registered under Section 12(g) of the Act:

                               $0.001 COMMON STOCK
                                (Title of Class)

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-K is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information Statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /

State  issuer's  revenues  for its most  recent  fiscal  year:  $1,486,243.  The
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates  was approximately  $49,417,875 based on the closing bid price of
$2.79 per share as reported on the OTC  Bulletin  Board on April 7, 2004.  As of
April 7, 2004, 25,000,000 shares of the issuer's common stock were outstanding.

Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [X]

                   Documents incorporated by reference: NONE.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

PART I.  .....................................................................1

         Item 1.           Description of Business............................1

         Item 2.           Description of Properties..........................6

         Item 3.           Legal Proceedings..................................7

         Item 4.           Submission of Matters to a Vote of Security
                           Holders............................................7

PART II. .....................................................................7

         Item 5.           Market for Registrant's Common Equity and Related
                           Stockholder Matters................................7

         Item 6.           Management's Discussion and Analysis or Plan of
                           Operation..........................................7

         Item 7.           Financial Statements..............................10

         Item 8.           Changes In and Disagreements with Accountants on
                           Accounting and Financial Disclosure...............10

         Item 8A.          Controls and Procedures...........................10

PART III.....................................................................11

         Item 9.           Directors and Officers............................11

         Item 10.          Executive Compensation............................12

         Item 11.          Security Ownership of Certain Beneficial Owners
                           and Management....................................13

         Item 12.          Certain Relationships and Related Transactions....14

         Item 13.          Exhibits and Reports on Form 8-K..................14

         Item 14.          Principal Accounting Fees and Services............14


                                       i


<PAGE>


                                    PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

         C & D Production  Inc. was founded in 1998 and is currently  one of the
largest  professional  advertisement  production company in Taiwan. We primarily
produce and distribute 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. We
also offer a broad range of services including video and film production, motion
graphic design, 3-D computer design and animation.  We also plan to aggressively
expand our business to the Mainland Chinese Market.

         C&D Production  Inc.,  formerly Huile Oil & Gas, Inc., was incorporated
on October 24, 1997 under the laws of the State of Nevada.  Its subsidiary,  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 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 "Acquisition").

THE MARKET OPPORTUNITY

         According to Zenith  Media's  Statistical  Report,  advertising  in the
Asia-Pacific market region will total US$66.9 billion in the year 2003.

ADVERTISING MARKET

         TAIWAN

         According to the February 2002 issue of Brain  Magazine,  the number of
television  advertisements  in  2000  and  2001  amounted  to  3,329  and  3,618
respectively, and television advertising expenditures reached approximately US$1
billion in 2000, which  encompassed  34.01% of the advertising  dollars spent in
Taiwan during such time.  In 2001,  due to the economic  recession,  there was a
slight decrease in advertising;  approximately US$1 billion (due to fluctuations
in the exchange  rate), or a 10.76% of negative growth rate. The prevalence rate
of cable  television  in the  Taiwanese  market  reached 78% (ranking top in the
Asia-Pacific  region),  which  is  an  indication  that  market  development  is
approaching maturation.

         MAINLAND CHINA

         According  to annual  research  published  by AC Nielson  International
Media  Headquarters,  China's  advertising  market is growing rapidly,  reaching
US$11.2 billion in 2001, which represents an increase of 16% from 2000.  China's
official news agency,  Xinhua News Agency,  also conducted an advertising market
prediction  for  the  next  10  years.   Xinhua's  report  predicted  growth  in
advertising at a rate of 13%, from 80.43 billion RMB Yuan in 2001 to 229 billion
RMB Yuan in 2010, with television advertising expected to lead the growth.

         Mainland China has 360 million television viewers, which represents the
most in the world.  Television  advertisements  currently  represent the largest
portion  of  the   advertising   market.   We  believe  that  Mainland   China's
advertisement  production  market is at the  stage of  initial  integration.  We
expect to expand  our  business  as a result of  continuing  development  of the
Mainland China Market.


<PAGE>


         TV BROADCASTING AND IMAGE PUBLICATION

         According to the  statistics of the  Government  Information  Office of
Republic  of China,  the  scale of the  Chinese  movie-television  market in the
Asia-Pacific  region has already reached US$14 billion in total consumption cost
in 2000; and with the integration of various new technologies  such as satellite
television,  cable  television,  and  digital  broadcasting,  the  coverage  and
influence of the movie-television market will reach every corner of the world.

CURRENT TARGET INDUSTRY AREAS

         While there are diverse  markets and  opportunities  for our television
advertisements,  we are currently focused on servicing customers in the
following industries:

o   Consumer Electronics                    o   Automotive
o   Financial Services & Investments        o   Airlines and Transportation
o   Food and Beverage                       o   Landscape and Architecture

CURRENT OPERATIONS

         ADVERTISING PROJECTS

         As a premier film and multimedia  production company, we provide a wide
array  of  services  in  connection   with  filming  and  producing   television
commercials.  There  are  generally  three  phases  to  producing  a  television
commercial:  pre-production,  filming, and post-production. As the first step in
the pre-production  process,  we meet with the client to understand the client's
creative  direction  and budget for a  particular  commercial  project.  We then
provide the client  with a  proposal,  which sets forth an estimate of the costs
and expenses for the project. Following approval of our proposal, we then hold a
pre-production  meeting  with the  client  to  review  specific  aspects  of the
commercial  shoot.  We then shoot the commercial and manage all  post-production
matters,  which include editing and adding any special  effects,  musical scores
and  voice-overs.  Once our  proposal  is  accepted  by a  client,  the  average
commercial takes six to eight weeks to complete.

         The following is a list of the major  services we provide in connection
with filming and producing a commercial:

     o scouting set locations and  procuring all required  licenses,  paying all
related fees and rental costs associated with using a particular set location;

     o hiring the director, art director, film crew, stylists,  editors, and all
other persons involved in filming and producing the commercial;

     o procuring  and/or  providing all of the  equipment  necessary to film the
commercial, including lighting and cameras;

     o designing and constructing sets;

     o designing and procuring wardrobe and props;

     o arranging for transportation to and from the set location;

     o providing catering at the set location;

     o obtaining any required film or picture stock footage;

     o hiring and managing animators or special effects persons; and


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<PAGE>


     o overseeing all aspects of video and audio post-production.

         We  leverage  our  knowledge  of the  film  and  television  commercial
industry to produce high quality,  technically  sophisticated  commercials  in a
cost efficient  manner. We are able to meet a broad range of our clients' needs,
from  highly  technical  projects  with  special  effects  to more  basic,  cost
sensitive projects.

         Our clients  generally are the advertising  companies and agencies.  We
work  primarily  with 12  advertising  agencies,  for which we produced  over 90
commercial  advertisements in 2003. Through these advertising  agencies, in 2003
we produced  commercials for  internationally  known companies such as Honda, to
regionally prominent companies such as Wan-Tai Bank and Oley.

         FEATURE FILMS AND DOCUMENTARIES

         We  are  also   involved  in  the   creation   of  feature   films  and
documentaries.  The company's first documentary  project is a series focusing on
China.  Totaling  over 100  hours,  this  series is  titled  Window to China and
explores  the  history  and life of China from the days for Marco Polo to modern
China emerging as a global economic power.

Additional Planned Titles Include:

     o Chinese Medicine

     o Sights & Sounds of China

     o Tang Dynasty

     o The Silk Road (East meets West)

     o The Smuggler's Route (Tibetan Antelope and Illicit Trade)

         We intend to present these documentaries through our "DVM Digital Video
Magazine  ("DVM").  DVM is a  quarterly  "magazine"  that will be  packaged  and
shipped as a two DVD set and one audio CD. The  contents of the two DVDs will be
derived from footage of the documentaries that we shoot.

         We believe that China  represents an enormous and  diversified  revenue
source for us. We plan to use the vast artistic canvas and  magnificent  history
of the Chinese culture as the backdrop of a series of full length documentaries.
The Window to China  campaign is part of our strategy to be further  established
as a premier film and multimedia production company. In November 2000, we signed
a five year exclusive Cooperation Agreement with the Chinese National Geographic
Magazine  Press  formed by the  Chinese  Academy  of  Sciences.  This  agreement
provides us with the right to use the scientific  research reports,  figures and
literature data that are accumulated by the Chinese National Geographic Magazine
Press for over 50 years.  This has  enabled us to obtain  wide access to various
raw data on topics such as natural science and humanities.  As a result, we plan
to develop material related to Mainland China.

         We plan to distribute the films through a number of international sales
channels, including wholesale distributors, retail film outlets and other retail
businesses.  Contracts for titles can be country exclusive to a sole distributor
or sold on a royalty/fee basis.

         We plan to use our existing  advertising  and  production  portfolio to
offer our film and documentary capabilities which utilizes our core competency.


                                       3


<PAGE>


CUSTOMER LIST

         Through our  advertising  agency  clients,  we have filmed and produced
television  commercials  for the following companies, among others:

o   Ford                                           o   Sony Ericsson
o   Toyota                                         o   ASUS Computers
o   Mazda                                          o   Gillette
o   Jaguar                                         o   Wear Fashion Wear
o   KGI Securities                                 o   Macoto Bank
o   Wrigley's                                      o   China Airlines
o   7 - 11 Convenience Stores                      o   Yamaha
o   Government of Republic of China                o   Government of Thailand
o   Mild Seven Times                               o   Super Supau
o   Honda

SALES AND MARKETING

         We have not commenced an advertising  or publicity  campaign to promote
our name or business.  All of our business comes through personal  contacts that
we have made,  through  recommendations  by present  clients and through word of
mouth.

COMPETITION

         The market for television  advertising and independent  film production
is relatively new, constantly  evolving,  and competitive in Taiwan and Mainland
China. Our competitors  include both emerging  companies with limited  operating
histories  and  companies  with  longer   operating   histories,   greater  name
recognition  and/or  significantly  greater  financial,  technical and marketing
resources  than we do. We expect that  competition  will  intensify  in the near
future.  However,  we believe  there are  significant  barriers to entry for our
potential competitors.

INTELLECTUAL PROPERTY

         Our trademarks,  service marks, trade secrets,  proprietary  technology
and other  intellectual  property  rights  distinguish our products and services
from those of our  competitors,  and contribute to its competitive  advantage in
our target  markets.  To protect our brand,  products  and services we rely on a
combination  of  trademark  and  trade  secret  laws as well as  confidentiality
agreements and licensing arrangements with our employees, customers, independent
contractors, sponsors and others.

         We strategically  pursue the registration of our intellectual  property
rights. However, effective patent, trademark,  service mark, copyright and trade
secret  protection  may not always be  available.  Existing  laws do not provide
complete  protection,  and monitoring the  unauthorized  use of our intellectual
property.

EMPLOYEES

         We currently  have 24 full time  employees,  of which 16 are engaged in
product  development,  five in sales and  marketing,  two in finance  and one in
general administration.


                                       4

<PAGE>


RISK FACTORS

WE HAVE A LIMITED OPERATING HISTORY

         We have a limited operating history upon which potential  investors may
base an evaluation  of our prospects and there can be no assurance  that we will
achieve our objectives.  Our prospects must be considered in light of the risks,
expenses and  difficulties  frequently  encountered  by companies in their early
stages of development,  particularly companies in a rapidly evolving market such
as the market for  television  advertising  and  independent  films.  Such risks
include,  but are not limited to, our ability to obtain and retain customers and
attract a  significant  number of new customers and our ability to implement our
growth strategy, especially our sales and marketing efforts.

WE MAY EXPERIENCE FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

         We  may  experience   significant   fluctuations  in  future  quarterly
operating results that may be caused by many factors,  including,  among others:
delays  in  producing  or  filming  television  commercials,  feature  films and
documentaries;   costs  and  expenses  associated  with  producing  and  filming
television   commercials,   feature   films   and   documentaries;   the   size,
sophistication and timing of individual projects; competition and pricing in our
industry;  fluctuations  in our  clients'  advertising  budgets;  changes in our
personnel and/or the subcontractors we use; changes in regulatory  requirements;
the mix of television  commercials,  feature films and documentaries we produce;
and general economic conditions.  As a result, we believe that  period-to-period
comparisons  of its results of operations  are not  necessarily  meaningful  and
should not be relied upon as indications of future performance.

THE  ADVERTISING  MARKET IN MAINLAND  CHINA MIGHT NOT  CONTINUE TO DEVELOP AS WE
EXPECT, WHICH WOULD LIMIT OUR PROSPECTS

         Our  success  is  highly  dependent  on  the  continued  growth  of the
television  advertising  market in Mainland  China.  The television  advertising
market is new and rapidly  evolving.  Therefore,  we cannot  assure you that the
television  advertising  and film  production  market  in  Mainland  China  will
continue to emerge or become  sustainable.  If the market for our products fails
to grow, develops more slowly than we expect or becomes saturated with competing
products or  services,  then our revenues  will not  increase and our  financial
condition may be materially adversely affected.

WE MAY BE UNABLE TO MEET FUTURE  CAPITAL  REQUIREMENTS,  LIMITING OUR ABILITY TO
DEVELOP AND EXPAND OPERATIONS

         Based on our  estimates of  currently  available  funds and  resources,
including sales, we believe that we have sufficient cash to continue  operations
for at least the next 12 months. We may incur unplanned expenses, or we may seek
to find more  aggressive  brand  promotion and more rapid  expansion,  which may
require us to raise  additional  capital.  We cannot be certain that  additional
financing will be available when we require it and to the extent that we require
it. If  additional  funds are  unavailable  to us, or are not available to us on
acceptable terms, we may be unable to fund our expansion, develop or enhance our
products or respond to competitive pressures.

IF WE RAISE ADDITIONAL CAPITAL THROUGH THE SALE OF COMMON STOCK, PREFERRED STOCK
OR CONVERTIBLE  DEBT SECURITIES,  THE PERCENTAGE  OWNERSHIP OF OUR THEN EXISTING
STOCKHOLDERS WILL BE DILUTED

         We have issued common stock,  and in the future we may issue additional
shares of common stock, options,  warrants,  preferred stock or other securities
exercisable  for or  convertible  into our common  stock.  Holders of our common
stock  do  not  have  preemptive  rights.  Therefore,  issuances  of  additional
securities will dilute the percentage ownership of our stockholders.

OUR FAILURE TO PROTECT OUR  PROPRIETARY  TECHNOLOGY  MAY IMPAIR OUR  COMPETITIVE
POSITION

         We seek  to  protect  our  intellectual  property  rights  through  the
application for  registration  of certain  copyrights and a number of trademarks
and service marks and we intend to introduce new  trademarks  and service marks.


                                       5


<PAGE>


We cannot be certain that we will be able to adequately protect our intellectual
properly rights or that  intellectual  property laws will be adequate to protect
our intellectual property rights. Furthermore,  policing the unauthorized use of
our  intellectual  property  is  difficult,  and  expensive  litigation  may  be
necessary to enforce such rights. Accordingly, we cannot be certain that we will
be able to protect  our  proprietary  rights  against  unauthorized  third party
copying or use. If we are unsuccessful in protecting our intellectual  property,
we may have a disadvantage over competitors.

IF WE LOSE OUR KEY PERSONNEL OR ARE UNABLE TO RECRUIT ADDITIONAL PERSONNEL,  OUR
BUSINESS MAY SUFFER

         We are dependent on the continued  employment  and  performance  of our
executive  officers and key  employees,  particularly  Michael  Chou,  our Chief
Executive Officer, Secretary and Chairman of the Board. We currently do not have
employment  agreements  with our key  employees.  Like  other  companies  in our
industry,  we face intense  competition  for  qualified  personnel.  Many of our
competitors  for qualified  personnel  have greater  resources  than we have. We
cannot be certain  that we will be able to maintain  salaries at market  levels.
Therefore,  we cannot be certain that we will be  successful  in  attracting  or
retaining qualified personnel in the future.

WE MIGHT NOT BE ABLE TO OBTAIN  THE  SERVICES  OF  QUALIFIED  SUBCONTRACTORS  TO
ASSIST  US  IN  PRODUCING  OUR  TELEVISION  ADVERTISEMENTS,  FEATURE  FILMS  AND
DOCUMENTARIES,  LEADING TO  DISRUPTION  IN PRODUCTION  AND  DISTRIBUTION  OF OUR
PRODUCTS TO OUR CUSTOMERS

         In order to meet our requirements  under our contracts,  we rely on the
efforts and skills of  subcontractors  for production  services.  There is great
competition  for the most  qualified  and  competent  subcontractors.  If we are
unable to afford or hire qualified  subcontractors the quality of our television
advertisements,  feature films and documentaries could decline.  Such conditions
would limit our ability to perform  under  contracts  we have and will have with
our customers.

IF WE ARE  UNABLE  TO  EFFECTIVELY  MANAGE  OUR  GROWTH  WE  WILL BE  UNABLE  TO
SUCCESSFULLY OPERATE OUR BUSINESS IN THE FUTURE

         Our rapid  growth has placed,  and is expected to continue to place,  a
significant  strain on our  managerial,  technical,  operational  and  financial
resources.  To manage our expected growth, we will have to implement and improve
our operational and financial systems,  and we will have to train and manage our
growing   employee   base.  We  will  also  need  to  maintain  and  expand  our
relationships with customers,  subcontractors and other third parties. If we are
unable to effectively manage our growth, our business may become inefficient and
we might not be able to effectively compete with competitors.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY

         The market for television  advertising and independent  film production
in Asia is rapidly evolving and highly competitive.  Many of our competitors and
potential  competitors have  substantially  greater  financial,  technical,  and
managerial and marketing  resources,  longer operating  histories,  greater name
recognition  and  more  established  relationship  than us.  Management  expects
competition from these and other types of competitors to increase significantly.

ENACTMENT  OF NEW LAWS OR  CHANGES IN  GOVERNMENT  REGULATIONS  COULD  ADVERSELY
AFFECT OUR BUSINESS

         We are currently  not required to comply with direct  regulation by any
domestic or foreign governmental agency. However, it is possible that additional
laws may be adopted  regarding  advertising  and film  production,  any of which
could materially harm our business.

ITEM 2.  DESCRIPTION OF PROPERTIES

         On September 1, 2003,  we entered  into two  one-year  leases,  each of
which automatically renews, for our facility at 8F, No. 268 Kwang-fu South Road,
Taipei,  Taiwan,  ROC, which is  approximately  3,736 square feet. The aggregate
rent is currently US $4,875 per month. We use this facility primarily to produce
television commercials. On December 5, 2003, we entered into a three year lease,
which terminates on December 4, 2006, for our facility at 10F-4, No. 512, Sec. 4


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<PAGE>


Chung-Hsiao E. Road,  Taipei,  Taiwan ROC, which is  approximately  2,135 square
feet.  The rent is  currently US $2,330 per month.  The  facility  serves as the
production office for DVM.

ITEM 3.  LEGAL PROCEEDINGS

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded on the OTC  Bulletin  Board under the symbol
CDPI. The following table sets forth,  for the periods  indicated,  the high and
low bid price for our common stock as reported on such quotation system.

QUARTER ENDING:          HIGH                         LOW

2002
March 31, 2002           $0.01*+                     $0.01*
June 30, 2002             6.00*                       0.01*
September 30, 2002        6.00*                       6.00*
December 31, 2002         6.00*                       0.01*

2003
March 31, 2003           $6.00*                      $0.01*
June 30, 2003             0.01*                       0.01*
September 30, 2003        2.20                        0.01
December 31, 2003         3.00                        2.20

* No trading of our common stock occurred on the OTC Bulletin Board during these
  periods.

+ Bid information available commencing as of February 11, 2002.

         There were  2,591  record  holders  of our common  stock as of April 7,
2004.  We have not  declared or paid  dividends  on our common stock to date and
intend  to retain  future  earnings,  if any,  for use in our  business  for the
foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following  discussion  and analysis of our financial  condition and
results  of  operations  should  be  read  in  conjunction  with  its  financial
statements and notes thereto appearing elsewhere herein.

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 financial  statements included in this Form 10-KSB. The financial statements
and the related notes thereto should be read in  conjunction  with the following
discussion of our critical accounting policy:


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<PAGE>


         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

         The  following  table sets forth,  for the periods  indicated,  certain
operating information expressed as a percentage of revenue:

                                                            Year Ended
                                                           December 31,
                                                   ____________________________
                                                   2002(1)                2003
                                                   _______               ______

Revenues                                            N/A                  100.0%
Cost of revenues                                    N/A                   76.2
                                                   _______               ______
Gross profit                                        N/A                   23.8
Selling, general and administrative expenses        N/A                   31.2

Loss from operations                                N/A                    7.4
Net interest income                                 N/A                    *
                                                   _______               ______
Net loss                                            N/A                    5.7
                                                   =======               ======
__________________________

1 In 2002, we did not have any revenues, although, we did have $4,879 in general
and administrative  expenses.  For this reason,  percentage comparisons for 2002
are not applicable.

* Less than 1%

YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31, 2002

YEAR ENDED  DECEMBER  31,  2003 AND  DECEMBER  31,  2002 FOR THE COMPANY AND C&D
INTERNATIONAL

SALES.  Net sales for the year ended December 31, 2003 were $1,486,243  compared
to $0 for the year ended  December 31, 2002.  The increase in sales for the year
ended  December 31, 2003 was due to the  Acquisition.  C&D  International's  net
sales  for the  year  ended  December  31,  2003  were  $4,038,090  compared  to
approximately  $2,550,649  for the year ended December 31, 2002. The increase in
net sales was due to an  increase in the numbers of  television  commercials  we
produced.

COST OF SALES. Cost of sales for the year ended December 31, 2003 was $1,131,828
or 76.2% of sales,  as compared to $0 during the year ended  December  31, 2002.
The increase in cost of sales was due to the  Acquisition.  C&D  International's
cost of sales for the year ended December 31, 2003 was  $3,067,352,  or 76.0% of
sales, as compared to  approximately  $2,099,036 or 82.2% of sales, for the year
ended  December 31, 2002.  The decrease in cost of sales as a percentage  of net
sales was due to higher gross margins  associated  with film projects  completed
during the year ended December 31, 2003.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses were
$464,409,  or 31.2% of sales,  for the year ended December 31, 2003, as compared
to $4,879 for the year ended  December  31,  2002.  The  increase was due to the


                                       8


<PAGE>


Acquisition.  C&D  International's  general and administrative  expenses for the
year ended December 31, 2003 were $1,032,100,  or 25.6% of sales, as compared to
approximately $413,075, or 16.2% of sales, for the year ended December 31, 2002.
The  increase in general and  administrative  expenses was due to an increase in
independent contractor  compensation expenses for film production staff required
for more prestigious film productions.

INCOME (LOSS) FROM OPERATIONS.  Loss from operations for the year ended December
31, 2003 was  $(109,994),  compared to a loss from operations for the year ended
December 31, 2002 of ($4,879).  The increase in loss from  operations was due to
the Acquisition.  C&D International's  income from operations for the year ended
December  31,  2003 was  $(61,362)  as compared  to income  from  operations  of
$38,537.  This  change was the result of an  approximate  9% increase in general
operating expenses compared to revenue from 2002.

OTHER (INCOME) EXPENSE.  Total other (income) expense was $(25,909) for the year
ended  December 31, 2003 as compared to $0 for the year ended December 31, 2002,
as  a  result  of  loans  forgiven  in  connection  with  the  Acquisition.  C&D
International's  other (income) expense for the year ended December 31, 2003 was
$37,999 as compared to other (income)  expense of  approximately  $4,605 for the
year ended December 31, 2002.

NET INCOME  (LOSS).  Net loss for the year ended December 31, 2003 was $(84,085)
compared to net loss of  ($4,879)  for the year ended  December  31,  2002.  The
increase in net income is due to the Acquisition.  C&D  International  had a net
loss for the year ended December 31, 2003 of $(99,178) as compared to net income
of  approximately  $33,932 for the year ended  December 31, 2002 for the reasons
primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents were $922,421 at December 31, 2003 and $0 at December
31, 2002. The Company's  current assets totaled  $1,546,541 at December 31, 2003
as compared to $0 at December 31, 2002. The Company's total current  liabilities
were  $3,206,842  at December  31,  2003 as compared to $37,233 at December  31,
2002.  Working  capital at December 31, 2003 was  $(1,660,301)  and $(37,233) at
December 31, 2002. The Company believes that its short-term financial needs will
be met by existing working capital. During the year ended December 31, 2003, net
cash  provided  by  operating  activities  was  $29,401 as  compared to net cash
provided by  operating  activities  of $0 during the same  period in 2002.  Cash
provided  by  financing  activities  was  $1,479,506  and $0 for the year  ended
December  31,  2003 and  2002,  respectively.  The net  change  in cash and cash
equivalents was $922,421 and $0 for the year ended 2003 and 2002, respectively.

Capital expenditures.  Total capital expenditures during the year ended December
31, 2003 were $590,030.

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.

OFF-BALANCE SHEET ARRANGEMENTS

We have never entered into any off-balance sheet financing arrangements and have
never established any special purpose entities.  We have not guaranteed any debt
or commitments  of other  entities or entered into any options on  non-financial
assets.

FORWARD LOOKING STATEMENTS

         Certain  statements  in this Annual  Report on Form  10-KSB,  under the
sections   "Management's   Discussion   and  Analysis  or  Plan  of  Operation,"
"Description of Business" and elsewhere relate to future events and expectations


                                       9


<PAGE>


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  lines of 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 7. FINANCIAL STATEMENTS

         Our  consolidated  financial  statements and the footnotes  thereto are
included  in  the  section  beginning  on  page  F-1.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         a.       EVALUATION OF DISCLOSURE 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.  Within the 90 days prior to the filing
of this report, we 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.  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  to ensure  that
information  required to be  disclosed  in the  reports  the  Company  files and
submits under the Exchange Act is recorded,  processed,  summarized and reported
as and when required.

         b.       CHANGES IN INTERNAL CONTROLS:

         There were no changes in our internal controls or in other factors that
could have significantly  affected those controls  subsequent to the date of our
most recent evaluation.


                                       10


<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND OFFICERS

The  following  table sets forth the names,  ages and positions of our executive
officers and directors as of March 31, 2004.

         NAME                 AGE    POSITION

         Michael Chou.....     43    Chief Executive Officer, Secretary and
                                     Chairman of the Board
         Rachel Lin.......     31    Administrative and Financial Manager, Chief
                                     Financial Officer
         Dennis Chang.....     37    General Manager and Director
         Mei-Liu Chiang...     38    General Inspector and Director
         Kevin Lin........     44    Director
         Keng-Lien Chou...     36    President and Director

         Executive  officers of the Company are  appointed at the  discretion of
the Board of  Directors  with no fixed term.  There are no family  relationships
between or among any of the executive officers or directors of the Company other
than Michael Chou and Keng-Lien Chou, who are siblings.

         The following is a brief  description of each  director's and executive
officer's business experience:

         MICHAEL  CHOU has been  our  Chief  Executive  Officer,  Secretary  and
Chairman  of the Board  since  September  2003 and has been the Chief  Executive
Officer,  Secretary  and  Chairman of the Board of C&D  International  since its
incorporation  in  November  1998.  From March  1998 to April 2004 Mr.  Chou has
served  as the Asia  General  Marketing  Inspector  of MTV  Star,  the pop music
television  station in China,  and the Creative  Inspector of Global Chinese MTV
Star  Corp.  Since July 2001,  Mr.  Chou has served as the Vice Chief  Executive
Officer of ERA Movie & TV Corp. From September 1990 to September 1992, he served
as the Chief Executive Officer of Hong-Faie Movie.

         RACHEL LIN has been our  Administrative  and Financial  Manager and our
Chief Financial  Officer since  September 2003. She has been the  Administration
Manager of C&D  Production  International  since its  incorporation  in November
1998. She also serves as Mr. Chou's executive assistant.  Ms. Lin is a member of
our board of directors and a member of the board of directors of C&D  Production
International since September 2003.

         DENNIS CHANG has been our General  Manager since  September  2003.  Mr.
Chang has been the General Manager of C&D Production  International  since April
2001.  From 1991 to 2001,  Mr.  Chang had  served as a  Inspector  in General of
Chuang-Yi  Co., a commercial  production  company.  Mr. Chang is a member of our
board of  directors  and a member of the board of  directors  of C&D  Production
International since September 2003.

         MEI-LIU CHIANG has been our General Inspector since September 2003. Ms.
Chiang has been the General  Inspector  of C&D  Production  International  since
1999.  From 1996 to 1999,  Ms.  Chiang  served as an  Inspector  and producer of
Yuang-Dian Co., a company that creates and produces  commercial  advertisements.
Ms.  Chiang is a member of our board of  directors  and a member of the board of
directors of C&D Production International since September 2003.

         KEVIN  LIN is a member of our  board of  directors  and a member of the
board of directors of C&D Production  International since September 2003. He has
been the Chief  Executive  Officer of Chyun-Hwa  Group,  an investment  company,
since 1999.

         KENG-LIEN  CHOU is our President and a member of our board of directors
since  September 2003 and has served on the board of directors of C&D Production
International since July 2000. From May 1999 to 2001, Ms. Chou had served as the
Manager of Jun-Jei Corp., an investment company.


                                       11


<PAGE>


BOARD COMMITTEES AND DESIGNATED DIRECTORS

         The Board of Directors  currently does not have any committees.  As our
new Board has only been in place since  September 2003, we have not been able to
formally  establish  committees  of the Board.  The Board of Directors  intends,
however,  to  establish  the  following   committees  in  2004:  a  Compensation
Committee, an Audit Committee and a Nominating Committee. The Board of Directors
will take all reasonable  actions to ensure that one of the members of the Audit
Committee will be an "audit committee financial expert," as such term is defined
in the rules of the Securities and Exchange Commission (the "SEC").

                  COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         Based on our review of copies of Forms 3, 4 and 5 filed with the SEC or
written  representations from certain reporting persons, we believe that none of
the executive officers and directors listed in Item 9 hereof who received shares
of our common stock pursuant to the Exchange Agreement filed a Form 3. Each such
executive officer and director intends to make the appropriate filings in 2004.

                                 CODE OF ETHICS

         On April 13,  2004,  we  adopted a code of ethics  that  applies to our
officers,  employees  and  directors,  including  our  Chief  Executive  Officer
(principal  executive officer) and Chief Financial Officer (principal  financial
and accounting officer), and other persons who perform similar functions. A copy
of our Code of Business Conduct and Ethics is filed as an exhibit to this Annual
Report on Form 10-KSB. Our Code of Business Conduct and Ethics is intended to be
a  codification  of the business and ethical  principles  which guide us, and to
deter wrongdoing,  to promote honest and ethical conduct,  to avoid conflicts of
interest,  and  to  foster  full,  fair,  accurate,  timely  and  understandable
disclosures,   compliance  with   applicable   governmental   laws,   rules  and
regulations,  the prompt internal reporting of violations and accountability for
adherence to this Code.

ITEM 10. EXECUTIVE COMPENSATION

         The  following  table sets forth all cash  compensation  paid by us, as
well as certain  other  compensation  paid or  accrued,  during each of our last
three fiscal years to the Chief Executive Officer, Secretary and Chairman of the
Board.  During our latest fiscal year, none of our other officers had salary and
bonus greater than $100,000.

<TABLE>
<CAPTION>



                                                          Annual Compensation
                                                ______________________________________     All Other
  Name/Principal Position       Fiscal Year     Salary ($)     Bonus ($)     Other ($)      Comp. ($)
___________________________     ___________     __________     _________     _________      _________
<S>                                <C>            <C>             <C>          <C>             <C>

Michael Chou,                      2003           $84,558         $-           $-              $-
  Chief Executive Officer,
  Secretary and Chairman of
  the Board
                                   2002           $94,029         $-           $-                -
                                   2001           $72,973         $-           $-                -
</TABLE>


                        OPTION GRANTS IN LAST FISCAL YEAR

         We did not grant any stock options to the named  executive  officers or
any other employees during 2003.


                                       12


<PAGE>


AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

         We did not grant any stock options to the named  executive  officers or
any other employees during 2003 nor do we have any stock options  outstanding as
of December 31, 2003.

DIRECTOR COMPENSATION

         None of our directors  received any compensation or were reimbursed for
any fees in connection  with each  director's  service as a member of the Board.
Directors are not precluded  from serving us in any other capacity and receiving
compensation therefore.

EMPLOYMENT AGREEMENTS

         We do not  have  employment  agreements  with  any of our  officers  or
other employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of  December  31,  2003,  certain
information  concerning the beneficial ownership of our common stock by (i) each
stockholder  known  by us to  own  beneficially  five  percent  or  more  of our
outstanding common stock; (ii) each director;  (iii) each executive officer; and
(iv)  all  of our  executive  officers  and  directors  as a  group,  and  their
percentage ownership and voting power.

<TABLE>
<CAPTION>



                                                                     SHARES
                                                                  BENEFICIALLY        PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER                               OWNED (1)         BENEFICIALLY OWNED
<S>                                                                <C>                    <C>

Michael Chou,
  3F, No. 272 Kwang-Fu South Road, Taipei, Taiwan ROC...           2,625,000                9.4%
Rachel Lin
  3F.-1, No.2-14, Lane 75, Liancheng Rd., Jhonghe City,
  Taipei County 235, Taiwan ROC.........................             525,000                1.9%
Dennis Chang
  2F, No. 5 Wen-Ho Road, Taipei, Taiwan ROC.............           1,050,000                3.7%
Mei-Liu Chiang
  No.47, Alley 30, Lane 284, Wusing St., Sinyi District,
  Taipei City 110, Taiwan ROC...........................           1,050,000                3.7%
Keng-Lien Chou
  No.18, Lane 11, Jhulian St., Hsinchu City 300, Taiwan ROC          962,500                3.4%
Kevin Lin
  7F., No.61, Lane 134, Sec. 3, Sinyi Rd., Da-an District,
  Taipei City 106, Taiwan ROC...........................              50,000                 *
All directors and officers
  as a group (6 persons)..................................         6,262,500               22.2%

<FN>
___________
* Less than one percent.

1)       Except as  indicated  in the  footnotes  to this table and  pursuant to
         applicable community property laws, the persons named in the table have
         sole voting and  investment  power with respect to all shares of common
         stock.  Each of the stockholders  listed above received their shares of
         our common  stock under the Exchange  Agreement,  pursuant to which the
         shares  held  by each  stockholder  in C&D  Production  Group  Inc.,  a
         corporation  organized under the laws of the British Virgin Islands and
         currently  our  wholly-owned  subsidiary,  were  exchanged for and into
         shares of our common stock.
</FN>
</TABLE>


                                       13


<PAGE>


                      EQUITY COMPENSATION PLAN INFORMATION

         We do not have any equity compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Throughout our history,  certain members of the Board of Directors,
shareholders  and general  management  have made loans to us to cover  operating
expenses  or  operating  deficiencies.  As of  December  31,  2003,  we have non
interest-bearing loans from Michael Chou, our Chief Executive Officer, Secretary
and Chairman of the Board, in the amount of $128,941.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         A)  EXHIBITS

         The following exhibits are filed herewith or are incorporated herein by
reference, as indicated.

         NUMBER       DESCRIPTION

         2.1          Plan and Agreement of Reorganization by and among C&D
                      Production Group Inc., the Registrant and the Shareholders
                      referred to therein dated as of August 2003 (incorporated
                      herein by reference to Exhibit 2 to the Registrant's 8-K
                      filed with the SEC on September 4, 2003).

         3.1          Articles of Incorporation, as amended, of the Registrant
                      (incorporated herein by reference to Exhibit 3.1 to the
                      Registrant's Registration Statement on Form 10-SB filed
                      with the SEC on July 17, 2000 and to the Registrant's
                      Proxy Statement on Schedule 14C filed with the SEC on June
                       23, 2003).

         3.2          Amended and Restated By-Laws of the Registrant.

         4.1          Specimen Stock Certificate of the Registrant.

         14           Code of Business Conduct and Ethics.

         21           Subsidiaries of the Registrant.

         23.1         Consent of Lichter, Weil & Associates LLP.

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

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

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


         B)  REPORTS ON FORM 8-K

         None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

         Aggregate fees billed by Kyle E. Tingle,  independent  auditor to Huile
Oil & Gas (which we were  formerly  known as until July 2003)  during the fiscal
year ended  December  31,  2002,  was $4,879,  for which we have not received an
itemized break down.  Aggregate fees billed by our  independent  auditors during
the fiscal year ended December 31, 2003 were:

AUDIT FEES

         The  aggregate   fees  billed  by  Lichter,   Weil  &  Associates   for
professional  services rendered for the audit of our annual financial statements


                                       14


<PAGE>


for the  fiscal  year  ended  December  31,  2003,  and for the  reviews  of the
financial statements included in our Quarterly Reports on Form 10-QSB for fiscal
year 2003 was $37,500 and $8,000, respectively.

AUDIT RELATED FEES

         The aggregate  fees billed by Lichter,  Weil & Associates  for services
rendered to us during  fiscal year ended  December  31, 2003 for  assurance  and
related  services  in  connection  with the audit or review of our  consolidated
financial statements rendered during the fiscal year ended December 31, 2003 was
$7,500.

TAX FEES

         The  aggregate  fees  billed  by  Lichter,  Weil &  Associates  for tax
services during the fiscal year ended December 31, 2003 was $0.

ALL OTHER FEES

         The  aggregate  fees billed by  Lichter,  Weil &  Associates  for other
professional  services  rendered  during the fiscal year ended December 31, 2002
was $0.

PRE-APPROVAL OF SERVICES

         The board pre-approves all services, including audit services, provided
by our  independent  accountants.  For audit services,  the independent  auditor
provides the board with an  engagement  letter  outlining the scope of the audit
services  proposed  to be  performed  during the year,  which  must be  formally
accepted  by the board  before the audit  commences.  In 2003,  our  independent
auditor only provided attest services for us.


                                       15


<PAGE>


                               C&D PRODUCTION INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Our financial statements are included in the section beginning on page F-1.

  Independent auditors' report                                               F-2

  Consolidated statements of financial position for the years ended
  December 31, 2003 and 2002                                                 F-3

  Consolidated statements of operations for the years ended December
  31, 2003 and 2002                                                          F-4

  Consolidated statements of cash flows for the years ended December
  31, 2003 and 2002                                                          F-5

  Consolidated statements of changes in stockholders' equity for the
  years ended December 31, 2003 and 2002                                     F-6

  Notes to consolidated financial statements                                 F-7


                                      F-1


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
C&D PRODUCTION INC. AND SUBSIDIARIES
Las Vegas, Nevada

We have  audited  the  consolidated  statements  of  financial  position  of C&D
Production  Inc., and its  subsidiaries  as of December 31, 2003 and the related
consolidated  statements of operations and  stockholders'  equity and cash flows
for  the  twelve  months  then  ended.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based  on our  audits.  The  financial
statements of C&D Production Inc. as of December 31, 2002, were audited by other
auditors whose report dated January 24, 2003,  expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the United  States of America  and with  International  auditing  guidelines.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our audit  and the  report  of the  other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  the 2003 consolidated  financial  statements  referred to above
present  fairly,  in  all  material  respects,  the  financial  position  of C&D
Production  Inc. as of December 31, 2003,  and the results of its operations and
its cash flows for the year then ended in conformity with accounting  principles
generally  accepted in the United States of America and  International  auditing
guidelines.

                                                  /s/ Lichter, Weil & Associates

March 11, 2004
San Diego, California


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


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

                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                           DECEMBER 31, 2003 AND 2002

                                     ASSETS

                                                                     2003           2002
                                                                  __________      ________
<S>                                                               <C>             <C>

Current Assets
    Cash and cash equivalents                                     $  922,421      $      0
    Accounts receivable, net                                         305,206             0
    Other receivables                                                  1,326             0
    Prepaid expenses                                                 317,588             0
                                                                  __________      ________
        Total Current Assets                                       1,546,541             0
                                                                  __________      ________

Fixed Assets, net                                                    409,897             0
                                                                  __________      ________
        Total Fixed Assets                                           409,897             0
                                                                  __________      ________

Other Assets
    Deposits                                                           5,986             0
    Production in progress                                         2,749,485             0
    Intangible assets, net                                           709,256             0
                                                                  __________      ________
        Total Other Assets                                         3,464,727             0
                                                                  __________      ________
    Total Assets                                                  $5,421,165      $      0
                                                                  ==========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses                         $  939,269      $      0
    Due to related party                                             128,940        37,233
    Deferred revenue                                                 323,063             0
    Short term note payable                                          322,770             0
    Loans Payable                                                  1,492,800             0
                                                                  __________      ________
    Total Current Liabilities                                      3,206,842        37,233

Stockholders' Equity
    Common stock, $.001 par value, 25,000,000 shares
    authorized, 23,047,500 and 18,900,000 issued and
    outstanding, respectively                                         23,048        18,900
    Additional paid in capital                                     2,356,779             0
    Cumulative foreign-exchange translation adjustment               (25,286)            0
    Retained earnings (deficit)                                     (140,218)      (56,133)
                                                                  __________      ________
    Total Stockholders' Equity                                     2,214,323       (37,233)
                                                                  __________      ________
    Total Liabilities and Stockholders' Equity                    $5,421,165      $      0
                                                                  ==========      ========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                        2003             2002
                                                     ___________      ___________
<S>                                                  <C>              <C>

Revenues                                             $ 1,486,243      $         0

Cost of sales                                          1,131,828                0
                                                     ___________      ___________

    Gross profit                                         354,415                0

General and administrative expenses                      464,409            4,879
                                                     ___________      ___________

    Income (loss from operations)                    $  (109,994)          (4,879)
                                                     ___________      ___________

Other (Income) Expense
    Interest Income                                         (357)               0
    Forgiveness of loan                                  (40,237)               0
    Interest expense                                      14,518                0
    Other expense                                            167                0
                                                     ___________      ___________
    Total Other (Income) Expense                         (25,909)               0
                                                     ___________      ___________
    Income (loss) before income taxes                    (84,085)          (4,879)

Provision for income taxes                                     0                0
                                                     ___________      ___________
    Net income (loss)                                $   (84,085)     $    (4,879)
                                                     ===========      ===========

Net income (loss) per share (basic and diluted)
    Basic                                            $    (0.004)     $    (0.000)
    Diluted                                          $    (0.004)     $    (0.000)

Weighted average number of shares
    Basic                                             20,286,288       18,900,000
    Diluted                                           20,286,288       18,900,000


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>


                                      F-4


<PAGE>


<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                               2003            2002
                                                            __________       ________
<S>                                                         <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income (loss)                                       $  (84,085)      $  (4,879)

Adjustments to reconcile net loss to net cash used in
operating activities:
    Depreciation                                                24,777              0
    Amortization                                                38,238              0
    Forgiveness of bad debt                                    (40,237)             0
    Decrease (Increase) in receivables                         430,887              0
    Decrease (Increase) in other receivables                    26,207              0
    Decrease (Increase) in prepaid expenses                   (317,588)             0
    Decrease (Increase) in deposit                              (5,986)             0
    (Decrease) Increase in accounts payable and
    accrued expenses                                           131,422         (1,276)
    (Decrease) Increase in due to related party               (497,297)         6,155
    (Decrease) Increase in deferred revenue                    323,063              0
                                                            __________       ________
    Total Adjustments                                          113,486          4,879
                                                            __________       ________
    Net cash provided by operations                             29,401              0
                                                            __________       ________

CASH FLOWS FROM INVESTING ACTIVITIES
    Production in progress                                    (534,668)             0
    Purchase of furniture and equipment                        (55,362)             0
                                                            __________       ________
    Net cash provided by (used in) investing
    activities                                                (590,030)             0
                                                            __________       ________

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment on current portion debt                           (268,230)             0
    Issuance of short-term debt                                 19,571              0
    Issuance of loans                                        1,492,800              0
    Cash received in acquisition of subsidiary                 235,365              0
                                                            __________       ________
    Net cash provided by (used in) financing
    activities                                               1,479,506              0
                                                            __________       ________
    Effect of exchange rate change on cash                       3,544              0
    Net change in cash and cash equivalents                    922,421              0
                                                            __________       ________
    Cash and cash equivalents at beginning of year                   0              0
                                                            __________       ________
    Cash and cash equivalents at end of year                $  922,421       $      0
                                                            ==========       ========

    Supplemental cash flows disclosures:
        Interest payments                                   $   14,518              0
                                                            __________       ________
        Purchase of Subsidiary or exchange of stock         $2,360,927       $      0
                                                            __________       ________


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>


                                      F-5


<PAGE>

<TABLE>
<CAPTION>


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

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                           DECEMBER 31, 2003 AND 2002


                                                            2003             2002
                                                        ___________       ___________
<S>                                                      <C>               <C>

Common stock, number of shares outstanding
    Balance of beginning of period                       18,900,000        18,900,000
    Stock cancellation                                    (9,681,00)                0
    Stock issued                                         13,828,500                 0
                                                        ___________       ___________
    Balance at end of period                             23,047,500        18,900,000
                                                        ===========       ===========

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

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

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

Retained (deficits)
    Balance at beginning of year                            (56,133)          (51,254)
    Net income (loss)                                       (84,085)           (4,879)
                                                        ___________       ___________
    Balance at end of year                                 (140,218)          (56,133)
                                                        ___________       ___________

Total stockholders' equity at end of year               $ 2,214,323       $   (37,233)
                                                        ===========       ===========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>


                                      F-6


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


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.  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 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 wholly owned 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 also  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.

The Company,  through its  acquisition  of C&D  Production  International  is no
longer considered a development  stage company,  as it was during the year ended
December 31, 2002.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION - The consolidated  financial statements for 2003 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).


                                      F-7


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROJECT IN PROGRESS - The Company  currently has one project  under  development
which we expect to complete in the third  quarter of 2004.  Costs of  production
are capitalized as incurred and amortized in accordance SOP 00-2. As of December
31, 2003 $2,749,485 has been accrued.

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
                 Building and Improvements             30 years

INTANGIBLE  ASSETS -  Effective  July 2002,  the Company  adopted  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 for the years ended December 31, 2003 and 2002.

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.


                                      F-8


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONTINGENCIES  -  Certain  conditions  may  exist as of the  date the  financial
statements are issued,  which may result in a loss to the Company but which will
only be resolved  when one or more  future  events  occur or fail to occur.  The
Company's management and legal counsel assess such contingent  liabilities,  and
such assessment  inherently involves an exercise of judgment.  In assessing loss
contingencies  related to legal proceedings that are pending against the Company
or unasserted  claims that may result in such  proceedings,  the Company's legal
counsel  evaluates the perceived  merits of any legal  proceedings or unasserted
claims  as well as the  perceived  merits  of the  amount  of  relief  sought or
expected to be sought.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's financial  statements.
If the assessment  indicates that a potential  material loss  contingency is not
probable but is  reasonably  possible,  or is probable but cannot be  estimated,
then the nature of the  contingent  liability,  together with an estimate of the
range of possible loss if determinable and material would be disclosed.

Loss  contingencies  considered  to be remote by  management  are  generally not
disclosed unless they involve  guarantees,  in which case the guarantee would be
disclosed.  As of December 31, 2003 and the date of our report,  management  has
informed us that there are no matters that warrant  disclosure  in the financial
statements.

ADVERTISING - Advertising  costs are expensed in the year incurred.  Advertising
expense was $4,529 and $0 for the years ended December 31, 2003 and 2002.

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.
Concentration  of credit  risk with  respect  to trade  accounts  receivable  is
primarily from customers  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.


                                      F-9


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK  BASED  COMPENSATION  - The  Company  accounts  for  stock-based  employee
compensation  arrangements  in  accordance  with the  provisions  of  Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and  complies  with  the  disclosure  provisions  of  Statement  of
Financial   Accounting  Standards  ("SFAS")  123,  "Accounting  for  Stock-Based
Compensation."  Under APB 25,  compensation  cost is recognized over the vesting
period based on the  difference,  if any, on the date of grant  between the fair
value of the Company's  stock and the amount an employee must pay to acquire the
stock.

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 are 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  December  31,  2003,  the  transactions  of C&D
Production  International are denominated in a foreign currency and are 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.


                                      F-10


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

TRANSLATION  ADJUSTMENTS  - as  of  December  31,  2003,  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 (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,  stockholders'  equity
is translated at the historical  rates and income statement items are translated
at  the  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 of  December  31,  2003  the  exchange  rate  between  NTD  and  the  USD was
NTD$1=USD$0.02934. The weighted-average rate of exchange between NTD and USD was
NTD$1 = USD$0.02903.  Total translation adjustment recognized for the year ended
December 31, 2003 is (25,287).

NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS 141 "Business
Combinations".  SFAS 141 requires  that all business  combinations  initiated or
completed  after June 30, 2001 be  accounted  for using the  purchase  method of
accounting. The statement provides for recognition and measurement of intangible
assets separate from goodwill.  The Company adopted SFAS 141 as of July 1, 2001.
The adoption of the new statement had no effect on the  consolidated  results of
operations or financial position of the Company.

In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible  Assets".
Under SFAS 142,  goodwill and  intangible  assets with  indefinite  lives are no
longer  amortized  but are  reviewed  at  least  annually  for  impairment.  The
amortization  provisions  of SFAS 142 apply to goodwill  and  intangible  assets
acquired  after June 30, 2001.  With respect to Goodwill and  intangible  assets
acquired  prior to July 1, 2001, the Company is required to and has adopted SFAS
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material effect to the Company's  consolidated  financial position or results of
operations.

In August  2001,  the FASB issued SFAS 144  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets".  SFAS supersedes SFAS 121 and the accounting and
reporting  provisions  of APB 30. SFAS 144  provides  guidance  for  determining
whether  long-lived assets should be tested for impairment and specific criteria
for  classifying  assets to be disposed of as held for sale.  The  statement  is
effective for fiscal years  beginning  after  December 15, 2001, and the Company
has adopted the statement as of January 1, 2002.  Management does not expect the
adoption  of  this  statement  to  have  a  material  effect  on  the  Company's
consolidated financial position or results of operations.


                                      F-11


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


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 has capitalized  film costs and will commence  amortization of these
costs when the film is anticipated to be released, in the third quarter of 2004.

NOTE 3 - 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  December  31,  2003,  there were no  uninsured  portions  of the
balances held at the banks.


                                      F-12


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 4 - FIXED ASSETS

         Fixed assets consist of the following:

                  Land                                    $   52,670
                  Building                                    55,898
                  Office Equipment                           447,030
                  Automobile                                 161,282
                                                          __________
                                                             716,880
                  Accumulated depreciation                  (306,983)
                                                          __________
                                                          $  409,897
                                                          ==========

NOTE 5 - INTANGIBLE ASSETS

         A summary is as follows:



                  Patents and Trademark costs             $1,182,093
                  Less accumulated amortization             (427,837)
                                                          __________
                                                          $  709,256
                                                          ==========

NOTE 6 - 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 December 31, 2003 no accumulated vacation liability exists.


                                      F-13


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 7 - EXCHANGE AGREEMENT

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

In  connection  with the  exchange  and change in control,  the  officers of C&D
Production Inc. resigned and new officers and directors were appointed.

NOTE 8 - BUSINESS COMBINATION

On  September 4, 2003,  the Company  completed  the  purchase of C&D  Production
Group,  Inc., a full-service  advertising  and creative film  production  agency
using  ideas and  technology  to extend  concepts  across  multiple  medium,  by
acquiring all of the outstanding  capital stock of C&D Production Group, Inc. in
exchange for  13,828,500  shares of C&D  Production  Inc.'s  common  stock.  The
acquisition  was  accounted  for using the purchase  method of  accounting  and,
accordingly,  C&D Production  Inc.'s results of operations have been included in
the consolidated financial statements since the date of acquisition.

The following table presents the allocation of the acquisition  cost,  including
professional  fees and other related  acquisition  costs, to the assets acquired
and liabilities assumed:

Cash and cash equivalents                                      $  235,000
Accounts receivable                                               736,000
Other current assets                                               27,000
Capitalized production costs                                    2,220,000
Property, plant, and equipment                                    380,000
Other noncurrent assets                                           748,000
                                                               __________
Total assets                                                   $4,346,000
                                                               __________

Accounts payable                                               $  772,000
Loans payable                                                     571,000
Other current liabilities                                          28,000
Officer advances                                                  586,000
                                                               __________
Total liabilities                                              $1,957,000
                                                               __________
Total acquisition cost                                         $2,389,000
                                                               ==========


                                      F-14


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 8 - BUSINESS COMBINATION (CONTINUED)

The following (unaudited) pro forma consolidated results of operations have been
prepared as if the acquisition of C&D Productions  International had occurred at
January 1, 2002:

                                                    2003              2002
                                                 __________        __________

     Revenues                                    $4,038,090        $3,768,159
     Net income (loss)                              (84,085)          (69,839)
     Net income (loss) per share--basic              (0.004)           (0.004)
     Net income (loss) per share--diluted            (0.004)           (0.004)

The pro forma  information is presented for  informational  purposes only and is
not necessarily indicative of the results of operations that actually would have
been achieved had the  acquisitions  been consummated as of that time, nor is it
intended to be a projection of future results.

NOTE 9 - DEBT

At December 31, 2003, the Company had notes payable outstanding in the aggregate
amount of $322,770. Payable as follows:


     Unsecured note payable to a bank in Taiwan,
     interest at 7.145% per annum, due on
     January 7, 2004                             $  117,371

     Unsecured note payable to a bank in Taiwan,
     interest at 7.145% per annum, due on
     February 8, 2004                               117,371

     Unsecured note payable to a bank in Taiwan,
     interest at 7.145% per annum, due on
     April 7, 2004                                   88,028
                                                 __________
     Total                                       $  322,770
                                                 ==========

Note 10 - RELATED PARTY TRANSACTIONS

Throughout  the  history  of  the  Company,  certain  members  of the  Board  of
Directors, shareholders and general management have made loans to the Company to
cover operating expenses or operating deficiencies. As of December 31, 2003, the
Company has non  interest-bearing  loans from Michael Chou, the Company's  Chief
Executive  Officer,  Secretary  and  Chairman  of the  Board,  in the  amount of
$128,941.


                                      F-15


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


Note 11 - 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 $54,613 and $0
for December 31, 2003 and 2002. The Company has future minimum lease obligations
as follows:

                        2004                    $ 56,057
                        2005                      26,824
                        2006                      27,520
                                                ________
                        Total                   $110,401
                                                ========

GOING CONCERN

As of  December  31,  2003  conditions  exist  that  may  raise  doubt as to the
Company's ability to continue as a going concern.

These  conditions  include a net loss for the year ended  December  31,  2003 of
$84,085 and negative working capital  (current assets less current  liabilities)
of $1,660,301.

Management has entered into negotiations to convert  $1,492,800 of its debt into
common stock.  The Company is also in discussion  with an investment  firm for a
private placement sale of stock in the amount of $1,119,600. The Company expects
to complete the negotiation and receive this amount in the second fiscal quarter
of 2004.  The Company is also in the final stages of  completion on its in-house
production  and expects to receive  revenue  from its sale during the year ended
December 31, 2004.


                                      F-16


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

Date:  April 14, 2004


                              C & D PRODUCTIONS INC.


                              By:    /s/ MICHAEL CHOU
                                     ___________________________________________
                                     Michael Chou
                                     Chief Executive Officer, Secretary and
                                     Chairman of the Board
                                     (Principal Executive Officer)


                              By:    /s/ RACHEL LIN
                                     ___________________________________________
                                     Rachel Lin
                                     Administrative and Financial Manager, Chief
                                     Financial Officer
                                     (Principal Financial Officer)

         Pursuant to the requirements of the Securities Act of 1934, this Annual
Report on Form 10-KSB is signed below by the following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

    SIGNATURE                        TITLE                         DATE

/s/ MICHAEL CHOU       Chief Executive Officer, Secretary     April 14, 2004
__________________     and Chairman of the Board
Michael Chou

/s/ RACHEL LIN         Administrative and Financial           April 14, 2004
__________________     Manager, Chief Financial Officer
Rachel Lin             and Director

                                                              April 14, 2004
/s/ DENNIS CHANG       Director
__________________
Dennis Chang
                                                              April 14, 2004
/s/ MEI-LIU CHIANG     Director
__________________
Mei-Liu Chiang
                                                              April 14, 2004
/s/ KEVIN LIN           Director
__________________
Kevin Lin
                                                              April 14, 2004
/s/ KENG-LIEN CHOU     President and Director
__________________
Keng-Lien Chou


<PAGE>


                                INDEX TO EXHIBITS

     NUMBER     DESCRIPTION

     2.1        Plan and Agreement of Reorganization by and among C&D Production
                Group Inc., the Registrant and the Shareholders referred to
                therein dated as of August 2003 (incorporated herein by
                reference to Exhibit 2 to the Registrant's 8-K filed with the
                SEC on September 4, 2003).

     3.1        Articles of Incorporation, as amended, of the Registrant
                (incorporated herein by reference to Exhibit 3.1 to the
                Registrant's Registration Statement on Form 10-SB filed with the
                SEC on July 17, 2000 and to the Registrant's Proxy Statement on
                Schedule 14C filed with the SEC on June 23, 2003).

     3.2        Amended and Restated By-Laws of the Registrant.

     4.1        Specimen Stock Certificate of the Registrant.

     14         Code of Business Conduct and Ethics.

     21         Subsidiaries of the Registrant.

     23.1       Consent of Lichter, Weil & Associates LLP.

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

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

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