**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 Washington
        D.C. 20549
 
 AMENDMENT
              NO. 1
 TO
 **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, 2004
 
 **oTRANSITION
        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.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)8F,
                  No. 268 Kwang-Fu South
                  Road,
              
              N/ATaipei,
                  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 o
 
 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. o
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).  Yes
o No x
  State
        issuer's revenues for its most recent fiscal year: $3,046,654. The aggregate
        market value of the voting and non-voting common equity held by non-affiliates
        was approximately $23,719,000 based on the closing bid price of $1.01 per
        share
        as reported on the OTC Bulletin Board on March 31, 2005. As of March 31,
        2005,
        30,000,000 shares of the issuer's common stock were outstanding.
 
 Transitional
        Small Business Disclosure Format (check one): Yes o No x
 
 Documents
        incorporated by reference: None.
  
 
 **TABLE
        OF CONTENTS**
  PagePART I. 1Item 1.
                  Description of Business
                  1Item 2.
                  Description of Properties
                  6Item 3.
                  Legal Proceedings
                  6Item 4.
                  Submission of Matters to a Vote
                    of Security
                    Holders
                  6PART IIItem 5.
                  Market for Registrant's Common
                    Equity and
                    Related Stockholder Matters
                  6Item 6.
                  Management's Discussion and Analysis
                    or Plan
                    of Operation
                  7Item 7.
                  Financial Statements
                  10Item 8.
                  Changes In and Disagreements with
                    Accountants
                    on Accounting and Financial Disclosure
                  11Item 8A.
                  Controls and Procedures
                  11Item 8B.
                  Other Information
                  11PART III
                  
                  12Item 9.
                  Directors and Officers
                  12Item 10.
                  Executive Compensation
                  13Item 11.
                  Security Ownership of Certain
                    Beneficial
                    Owners and Management
                  14Item 12.
                  Certain Relationships and Related
                    Transactions
                  15Item 13.
                  Exhibits
                  15Item 14.
                  Principal Accounting Fees and
                    Services
                  16Consolidated Financial
                    Statements
                  F-1
 
  i
  **EXPLANATORY****** **NOTE**
  
 This
            Annual Report on Form 10-KSB/A (“Form 10-KSB/A”) is being filed as
            Amendment No. 1 to the Registrant’s Annual Report on Form 10-KSB for
            the fiscal year ended December 31, 2004 (filed with the Securities and
            Exchange
            Commission) for the purposes of, among other things, correcting the financial statements to reflect the historical results
            of C &
D Production Group, Inc. for all periods presented and accounting for
            the Share
            Exchange which occurred on September 4, 2003 as a reverse acquisition,
            and not
            as a business combination.
  
 ii
 **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. 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").
        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.
 
 **Advertising
        Market**
 
 The
        Asia
        Pacific region has the fastest growing advertising market in the world and
        its
        advertising expenditure year-on-year growth rate is expected to be greater
        than
        5% during the period from 2002 to 2006 according to Zenith Optimedia. On
        the
        other hand, the growth in advertising expenditure in Europe countries is
        expected to lag behind the USA during the period from 2002 to 2006 according
        to
        Zenith Optimedia. According to the statistics from CMR Strategy, the aggregate
        US advertising expenditure for all media amounted to approximately US$54,548
        million in 2003, compared to that of approximately US$50,957 million in 2002,
        which represented a year-on-year growth rate of approximately 7%. The aggregate
        advertising expenditure in the Asia Pacific region in which the Company competes
        for top 10 most spending US advertisers amounted to approximately US$7,626
        million in 2003, compared to that of approximately US$6,591 million in 2002,
        which represented a year-on-year growth rate of approximately 16%. C&D has
        80% of the market share of Taiwan's commercial films and Taiwan has 35% of
        the
        market share of the Asia Chinese market, according to the CTR market research
        report.
 
 **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
              Automotiveo
              Financial Services &
                Investments
              o
              Airlines and
                Transportationo
              Food and Beverage
              o
              Landscape and
                Architecture
 **Current
        Operations**
 
 We
        decided to discontinue our Television Broadcasting and Feature Film and
        Documentary operations in December 2004 because of Taiwanese laws that prevented
        us from doing business in China. In addition, we were dissatisfied with the
        quality of work of our subcontractors in China. We believe that we will be
        reimbursed for the entire amount we spent for the production of feature films
        and documentaries by the end of the year. We may attempt to produce feature
        films or documentaries in the future, but currently have no plans to do so.
  **Advertising
        Projects**
 
 As
        a 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; ando
              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 advertising companies and agencies. We work primarily
        with
        8 advertising agencies, for which we produced over 95% commercial advertisements
        in 2004. Through these advertising agencies, in 2004 we produced commercials
        for
        internationally known companies such as Honda, to regionally prominent companies
        such as Wan-Tai Bank and Oley.
  2
  **Customer
        List**
 
 Through
        our advertising agency clients, we have filmed and produced television
        commercials for the following companies, among others.
 o
                Ford
                o
                Sony Ericssono
                Toyota
                o
                ASUS Computerso
                Mazda
                o
                Gilletteo
                Jaguar
                o
                Wear Fashion Wearo
                KGI Securities
                o
                Macoto Banko
                7 - 11 Convenience
                  Stores
                o
                China Airlineso
                Government of Republic of
                  China
                o
                Yamahao
                Mild Seven Times
                o
                Chang Hwa Banko
                Honda
                o
                Super Supau
 **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 in Taiwan and Mainland China, constantly evolving, and competitive. 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,
        including the copyrights to 434 films and two Company logos. 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 39 full time employees, of which 19 are engaged in product
        development, eight in sales and marketing, two in finance and ten in general
        administration.
   3
 
  **RISK
        FACTORS**
 
 **Reliance
        On Key Personnel**
 
 The
        Company is dependent on the continued employment and performance of its
        executive officers and key employees, particularly Mr. Michael Chou, its
        chief
        executive officer, secretary and chairman of the board of Directors. The
        Company
        currently does not have employment agreements with its key employees. Like
        other
        companies in the advertising and publishing industry, the Company faces intense
        competition for qualified personnel. Many of its competitors have greater
        resources for qualified personnel than the Company has. The Directors cannot
        be
        certain that the Company will be able to maintain salaries at market levels.
        Therefore, the Directors cannot be certain that the Company will be successful
        in attracting or retaining qualified personnel in the future.
  **Plagiarism
        Or Infringement Of the Company's Intellectual Property Rights**
 
 The
        Company seeks to protect its intellectual property rights through the
        application for registration of certain copyrights and a number of trademarks
        and service marks and in the future it intends to apply for new trademarks
        and
        service marks.
  Nevertheless,
        the Company cannot be certain that the Company will be able to adequately
        protect its intellectual properly rights or that intellectual property laws
        will
        be adequate to protect its intellectual property rights. Furthermore, policing
        the unauthorized use of the Company's intellectual property is difficult,
        and
        expensive litigation may be necessary to enforce such rights. Accordingly,
        the
        Company cannot be certain that the Company will be able to protect its
        proprietary rights against unauthorized third party copying or use. If the
        Company is unsuccessful in protecting its intellectual property, it may have
        a
        disadvantage over competitors.
  **A
        Limited Operating History**
 
 The
        Company has a limited operating history upon which potential investors may
        base
        an evaluation of its prospects and there can be no assurance that the Company
        will achieve its objectives. The Company's prospects must be considered in
        light
        of the risks, expenses and difficulties frequently encountered by companies
        in
        the 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, the Company's ability to obtain and
        retain customers and attract a significant number of new customers and its
        ability to implement its growth strategy, especially its sales and marketing
        efforts.
  **Fluctuations
        In Quarterly Operating Results**
 
 The
        Company may experience significant fluctuations in future quarterly operating
        results that may be caused by many factors, including, among
        others:
 (i)
        delays in producing or filming television commercials, feature films and
        documentaries; (ii) costs and expenses associated with producing and filming
        television commercials, feature films and documentaries; (iii) the size,
        sophistication and timing of individual projects; (iv) competition and pricing
        in its industry; (v) fluctuations in its clients' advertising budgets; (vi)
        changes in its personnel and/or the subcontractors it use; (vii) changes
        in
        regulatory requirements; (viii) the mix of television commercials, feature
        films
        and documentaries it produces; and (ix) general economic conditions. As a
        result, the Directors 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.
  **Development
        In The Advertising Market In Prc**
 
 The
        success of the Company is highly dependent on the continued growth of the
        television advertising market in the Asia Pacific region. The television
        advertising market in the Asia Pacific region is relatively new and rapidly
        evolving. Therefore, the Company cannot assure that the television advertising
        and film production market in the Asia Pacific region will continue to emerge
        or
        become sustainable. If the market for the Company's products fails to grow,
        develops more slowly than it expects or becomes saturated with competing
        products or services, then the Company's revenues will not increase and its
        financial condition may be materially adversely affected.
  4
  **Reliance
        On Qualified Subcontractors**
 
 In
        order
        to meet the requirements under the Company's contracts, the Company relies
        on
        the efforts and skills of subcontractors for production services. There is
        great
        competition for the most qualified and competent subcontractors. If the Company
        is unable to afford or hire qualified subcontractors, the quality of its
        television advertisements, feature films and documentaries could decline.
        If
        such a decline were to occur, it would limit the Company's ability to perform
        under contracts it has and will have with its customers and could cause certain
        customers to not work with the Company in the future.
  **The
        Modification Of Business Strategies**
 
 The
        Company's rapid growth has placed, and is expected to continue to place,
        a
        significant strain on its managerial, technical, operational and financial
        resources. To manage its expected growth, the Company will have to implement
        and
        improve its operational and financial systems, and the Company will have
        to
        train and manage its growing employee base. The Company will also need to
        maintain and expand its relationships with customers, subcontractors and
        other
        third parties. If the Company is unable to effectively manage its growth,
        its
        business may become inefficient and it might not be able to effectively compete
        with competitors.
  **Requirement
        For Additional Capital**
 
 Based
        on
        the Company's estimates of currently available funds and resources, including
        sales, the Company believes that the Company has sufficient cash to continue
        operations for at least the next 12 months. The Company may incur unplanned
        expenses, or the Company may seek to find more aggressive brand promotion
        and
        more rapid expansion, which may require the Company to raise additional capital.
        The Company cannot be certain that additional financing will be available
        when
        the Company requires it and to the extent that the Company requires it. If
        additional funds are unavailable to the Company, or are not available on
        acceptable terms, the Company may be unable to fund its expansion, develop
        or
        enhance its products or respond to competitive pressures.
  **Competition**
 
 The
        market for television advertising and independent film production in Asia
        is
        rapidly evolving and highly competitive. Many of the Company's 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 the Company. The Company
        expects competition from these and other types of competitors to increase
        significantly.
  The
        Company competes with companies that deliver content through similar platforms
        and with companies that operate in different media businesses. There can
        be no
        assurance that the Company can remain as competitive as it currently is with
        companies that have greater resources or that offer alternative entertainment
        and information options.
  **Laws
        And Regulations**
 
 The
        Company is 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 its business.
  **Dilution
        Of Shares**
 
 The
        Company has issued common stock, and in the future the Company may issue
        additional shares of common stock, options, warrants, preferred stock or
        other
        securities exercisable for or convertible into its common stock. Holders
        of the
        Company's common stock do not have preemptive rights. Therefore, issuances
        of
        additional securities will dilute the percentage ownership of the Company's
        stockholders.
  5
 
  Disruptions
        in Taiwan's political environment
 
 Most
        of
        our assets and operations are located in Taiwan and customers providing us
        with
        approximately 100% of our net income are located in Taiwan. Accordingly,
        our
        business and financial condition may be affected by changes in local
        governmental policies and political and social instability.
  Taiwan
        has a unique international political status. The government of the Peoples
        Republic of China asserts sovereignty over mainland China and Taiwan and
        does
        not recognize the legitimacy of the government of Taiwan. The government
        of the
        Peoples Republic of China has indicated that it may use military force to
        gain
        control over Taiwan if Taiwan declares independence or a foreign power
        interferes in Taiwan's internal affairs. The recent political uncertainty
        relating to a potential attack from the Peoples Republic of China and related
        developments could adversely affect the prices of our common stock.
 
 **Item
        2. Description of Properties**
 
 On
        September 1, 2003, we entered into two one-year leases, each of which
        automatically renews unless terminated by either party on one month prior
        notice, 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 Chung-Hsiao
        E.
        Road, Taipei, Taiwan ROC, which is approximately 2,135 square feet. The rent
        is
        currently US $2,330 per month. Since the our projects relating to feature
        film
        and documentary production were canceled, this lease was terminated on January
        31, 2005 without penalty.
 
 **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. The
        over-the-counter market quotations reflect inter-dealer prices, without retain
        mark-up, mark-down or commission and may not necessarily reflect actual
        transactions.
  Quarter
                    Ending:
                
                High
                
                Low2003March
                    31, 2003
                
                $
                6.00*
                
                $
                0.01*June
                    30, 2003
                
                
                0.01*
                
                
                0.01*September
                    30, 2003
                
                
                2.20
                
                
                0.01December
                    31, 2003
                
                
                3.00
                
                
                2.202004March
                    31, 2004
                
                $
                2.81
                
                $
                2.60June
                    30, 2004
                
                
                2.95
                
                
                2.79September
                    30, 2004
                
                
                2.90
                
                
                2.33December
                    31, 2004
                
                
                3.00
                
                
                2.50
 6
 Quarter
                      Ending:
                  
                  High
                  
                  Low2005March
                      31, 2005
                  
                  $
                  3.00
                  
                  $
                  0.90
 *
        No
        trading occurred on the OTC Bulletin Board during these periods.
 
 There
        were 3,123 record holders of our common stock as of March 31, 2005. 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.
 
 Recent
        sales of unregistered securities
 
 On
        August
        29, 2004, the Company issued 5,000,000 shares of its common stock to 9 investors
        in exchange for the cancellation of a note in the aggregate principal amount
        of
        $1,844,513. No sales commissions were paid in connection with such transactions.
        These shares were issued in reliance upon the exemption from registration
        afforded by Section 4(2) of the Securities Act of 1933, as amended and
        Regulation D promulgated thereunder The Company claims exemption from
        registration of the Shares and in doing so has relied on certain representations
        and warranties made by the investors in their respective subscription agreements
        that they are accredited investors and/or non-US Persons.
  On
        January 25, 2004, the Company issued 1,952,500 shares of its common stock
        to 5
        investors in exchange for an aggregate of $738,359. No sales commissions
        were
        paid in connection with such transactions. These shares were issued in reliance
        upon the exemption from registration afforded by Section 4(2) of the Securities
        Act of 1933, as amended and Regulation D promulgated thereunder. The Company
        claims exemption from registration of the Shares and in doing so has relied
        on
        certain representations and warranties made by the investors in their respective
        subscription agreements that they are accredited investors and/or non-US
        Persons.
 
 **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:
  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."
  7
 
  **Results
        of Operations**
  The
        following table sets forth, for the periods indicated, certain operating
        information expressed as a percentage of revenue:
  Year
                      EndedDecember
                      31,2003
                  
                  2004Revenues
                  
                  
                  100.0
                  %
                  
                  100.0
                  %Cost
                      of revenues
                  
                  
                  76.0
                  %
                  
                  62.4
                  %Gross
                      profit (loss)
                  
                  
                  24.0
                  %
                  
                  37.6
                  %Selling,
                      general and administrative expenses
                  
                  
                  25.6
                  %
                  
                  37.7
                  %Loss
                      from operations
                  
                  
                  1.5
                  %
                  
                  *Net
                      interest income
                  
                  
                  *
                  
                  
                  *Net
                      loss
                  
                  
                  2.0
                  %
                  
                  1.0
                  %*
                    Less than 1%
   8
 **YEAR
        ENDED DECEMBER 31, 2004 COMPARED TO THE YEAR ENDED DECEMBER 31, 2003**
 SALES.
          Net sales for the year ended December 31, 2004 were $3,046,654 compared
          to
          $4,038,090 for the year ended December 31, 2003.  The decrease in sales for
          the year ended December 31, 2004 was due to a reduction in overall market
          demand
          for commercial productions, a decrease in the demand for film production by
          existing clients of C&D International and a freeze in prices charged due to
          competitive pricing pressures.
    COST
          OF
          SALES. Cost of sales for the year ended December 31, 2004 was $1,900,207,
          or
          62.3% of sales, as compared to $3,067,578, or 76.0% of sales, during the
          year
          ended December 31, 2003. The decrease in cost of sales as a percentage
          of net
          sales was due to a reduction in production costs due in part to lower
          expenses associated with employing lesser-known actors and reductions in
          shooting staff disbursements.The total decrease in cost of sales was due
          to the
          decrease in sales.
    GENERAL
          AND ADMINISTRATIVE EXPENSES. General and administrative expenses were
          $1,147,510, or 38% of sales, for the year ended December 31, 2004, as compared
          to approximately $1,032,100, or 25.6% of sales, for the year ended December
          31,
          2003. The increase was due to an increase in independent contractor compensation
          expenses for film production staff required for more prestigious film
          productions and
          an
          increase in travelling expenses resulting from an increased emphasis on
          business
          development outside Taiwan.
    INCOME
          (LOSS) FROM OPERATIONS. Loss from operations for the year ended December
          31,
          2004 was ($1,063) as compared to ($61,588) for the year ended December
          31, 2003.
          The decrease in loss from operations was due to improved
          operating margins, offset in part by higher general and administrative
          expenses.
    OTHER
          (INCOME) EXPENSE. Total other (income) expense was $29,449 for the year
          ended
          December 31, 2004 as compared to total other (income) expense of approximately
          $37,809 for the year ended December 31, 2003. The decrease in total other
          expenses was a result of the decrease in interest expenses and a reduction
          in
          the interest rate on our bank loans from 7.145% to 5.530%.
    NET
          INCOME (LOSS). Net loss for the year ended December 31, 2004 was $30,512
          as
          compared to a net loss of $99,397 for the year ended December 31, 2003.
          The
          increase in net income is due to improved operating margins, offset in
          part by
          higher general and administrative expenses, as discussed
          aboved.
  
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 Cash
        and
        cash equivalents were $282,988 at December 31, 2004 and $922,421 at December
        31,
        2003. The Company's current assets totaled $5,251,459 at December 31, 2004
        as
        compared to $1,546,541 at December 31, 2003. The Company's total current
        liabilities were $1,908,214 at December 31, 2004 as compared to $3,206,842
        at
        December 31, 2003.
 
 9
  On
        August
        29, 2004, the Company issued 5,000,000 shares of its common stock to 9 investors
        in exchange for the cancellation of a note in the aggregate principal amount
        of
        $1,844,513.
  On
        January 25, 2004, the Company issued 1,952,500 shares of its common stock
        to 5
        investors in exchange for an aggregate of $738,359.
  Working
        capital at December 31, 2004 was $3,343,245 and $(1,660,301) at December
        31,
        2003. During the year ended December 31, 2004, net cash (used in) operating
        activities was $(1,834,874) as compared to net cash provided by operating
        activities of $(849,053) during the same period in 2003. Net cash provided
        by
        financing activities was $1,213,694 and $1,563,086 for the year ended December
        31, 2004 and 2003, respectively. The net change in cash and cash equivalents
        was
        $(639,433) and $655,081 for the year ended 2004 and 2003, respectively.
  Capital
        expenditures. Total capital expenditures during the year ended December 31,
        2004
        were $18,253. The Company funded its operations principally through revenues
        and
        financing sources in the fiscal year ended December 31, 2004.
  Working
        Capital Requirements. The Company's operations and short term financing does
        currently meet the cash needs of the Company. But if the Company decides
        to
        invest in another company to produce films in the overseas markets, the Company
        will have to raise additional funds. 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 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.
  10
 
  **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. We carried out an evaluation as of December 31, 2004, 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.
   b.
        Changes in Internal Controls:
   During
          the fiscal year ended December 31, 2004, there has been no change in internal
          controls over financial reporting that has materially affected, or is reasonably
          likely to materially affect, the small business issuer's internal controls
          over
          financial reporting.
  
 **Item
        8B. Other Information**
 
 On
        August
        29, 2004, the Company issued 5,000,000 shares of its common stock to 9 investors
        in exchange for the cancellation of a note in the aggregate principal amount
        of
        $1,844,513. No sales commissions were paid in connection with such transactions.
        These shares were issued in reliance upon the exemption from registration
        afforded by Section 4(2) of the Securities Act of 1933, as amended and
        Regulation D promulgated thereunder The Company claims exemption from
        registration of the Shares and in doing so has relied on certain representations
        and warranties made by the investors in their respective subscription agreements
        that they are accredited investors and/or non-US Persons.
 
 11
  **PART
        III**
  **Item
        9. Directors and Officers**
 
 f.
        The
        following table sets forth the names, ages and positions of our executive
        officers and directors as of March 31, 2005.
  Name
                  Age
                  PositionMichael
                      Chou
                  43
                  Chief
                      Executive Officer, Secretary and Chairman of the BoardChien-Te
                      Chou
                  38
                  Chief
                      Financial Officer and Administrative and Financial
                      ManagerDennis
                      Chang
                  38
                  General
                      Manager and DirectorMei-Lin
                      Chiang
                  39
                  General
                      Inspector and DirectorKevin
                      Lin
                  45
                  DirectorKeng-Lien
                      Chou
                  38
                  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.
  Chien-Te
          Chou has been the Chief Financial Officer and Administrative and Financial
          Manager and a director of the Company since September 2004. From September
          1990
          to December 1992, Mr. Chou had served as the production manager of YaDan
          Advertising Corp. From April 1993 to September 1998, Mr. Chou has served
          as the
          inspector of In-Show Advertising Corp. and from October 1998 to November
          2001,
          he had served as the vice executive officer of In-Show Advertising Corp.
          From
          March 2001 until is promotion to Chief Financial Officer, Mr. Chou was
          an
          employee in C&D's Production department.
  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 an Inspector 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-Lin
          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.
  12
 
  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.
 
 **Board
        Committees and Designated Directors**
 
 The
        Board
        of Directors currently does not have any committees. For the fiscal year
        ended
        December 31, 2004, the entire Board of Directors operated as the Audit Committee
        pursuant to section 3(a)(58)(B) of the Securities Exchange Act of 1934, as
        amended. The Board of Directors did not determine whether it had an audit
        committee financial expert for the year ended December 31, 2004 because it
        was
        in the process of putting together an independent Audit Committee. The Company
        has determined to put into place an Audit Committee composed of three
        independent persons in the current fiscal year, each of whom is independent
        and
        none of whom are currently on the Board of Directors: Lee-Shin Yin, Wen-Hou
        Tseng and Yung-Yi Tseng. In addition, Wen-Hou Tseng will be considered both
        an
        "audit committee financial expert" and "independent" as defined under the
        relevant rules of 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 during fiscal
        year 2004, all officers, directors, and greater than ten-percent beneficial
        owners timely complied with the applicable filing requirements of Section
        16(a) of the Securities Exchange Act of 1934, except that (i) none of the
        executive officers and directors (except for Chien-Te Chou) who received
        shares
        of our common stock pursuant to the Exchange Agreement filed a Form 3, (ii)
        Chien-Te Chou failed to file a Form 3 upon becoming a member of the Company's
        Board of Directors and failed to file a Form 4 reporting the acquisition
        of
        shares of the Company's common stock, and (iii) Kevin Lin failed to file
        Form 4
        reporting the sale of the Company's common stock and failed to file a second
        Form 4 reporting the acquisition of the Company's common stock. The Company
        believes that none of the foregoing unreported transactions will result in
        any
        Section 16(b) liability on the part of the officers or directors of the Company.
        In addition, the Company believes that each of the officers and directors
        of the
        Company will file late reports reporting all transactions after the filing
        of
        this annual report on form 10-KSB.
 
 **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
        Ethics is incorporated by reference as an exhibit to this Annual Report on
        Form
        10-KSB. Our Code of 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 or to be 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 each of the last three fiscal years, none of our other officers
        had salary and bonus greater than $100,000.
  13
 
 Long
                    TermCompensationAnnual
                    Compensation
                
                AwardsRestricted
                
                All
                    OtherName/Principal
                    Position
                
                Fiscal
                    Year
                
                Salary
                    ($)
                
                Bonus
                    ($)
                
                Other
                    ($)
                
                Stock
                    Award ($)
                
                Comp.
                    ($)Michael
                    Chou,
                
                
                2004
                
                $
                104,261
                
                $
                8,688
                
                $
                —
                
                $
                
                
                $
                —Chief
                    Executive Officer,
                
                
                2003
                
                $
                84,558
                
                $
                —
                
                $
                —
                
                $
                
                
                $
                —Secretary
                    and Chairman of the Board
                
                
                2002
                
                $
                94,029
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —
  **Option
        Grants in Last Fiscal Year**
 
 We
        did
        not grant any stock options to the named executive officers or any other
        employees during 2004.
 
 **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 2004 nor do we have any stock options outstanding as of
        December 31, 2004.
 
 **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 employees.
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and Management**
 
 The
        following table sets forth, as of March 31, 2005, 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.
  SharesBeneficially
                
                Percent
                    of SharesName
                    and Address of Beneficial Owner
                
                Owned
                    (1)
                
                Beneficially
                    OwnedMichael
                    Chou,3F,
                    No. 272 Kwang-Fu South Road, Taipei, Taiwan ROC
                
                
                2,625,000
                
                
                8.75
                %Chien-Te
                    Chou10F
                    70, Kang-Ding Road, Taipei, Taiwan
                
                
                300,500
                
                
                1.00
                %Dennis
                    Chang2F,
                    No. 5 Wen-Ho Road, Taipei, Taiwan ROC
                
                
                1,050,000
                
                
                3.50
                %Mei-Lin
                    ChiangNo.47,
                    Alley 30, Lane 284, Wusing St., Sinyi District,Taipei
                    City 110, Taiwan ROC
                
                
                1,050,000
                
                
                3.50
                %Keng-Lien
                    ChouNo.18,
                    Lane 11, Jhulian St., Hsinchu City 300, Taiwan ROC
                
                
                962,500
                
                
                3.21
                %Kevin
                    Lin7F.,
                    No.61, Lane 134, Sec. 3, Sinyi Rd., Da-an District,Taipei
                    City 106, Taiwan ROC
                
                
                527,895
                
                
                1.76
                %All
                    directors and officersas
                    a group (6 persons)
                
                
                6,515,895
                
                
                21.72
                %
 
 *
        Less
        than one percent.
 
 14
  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.
 
 **Equity
        Compensation Plan Information**
 
 We
        do not
        have any equity compensation plans.
 
 **Item
        12. Certain Relationships and Related 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.
  On
        December 31, 2004, Chin-Ping Chou, a director of the Company, loaned $12,292
        to
        the Company cover operating expenses or operating deficiencies. Such loan
        is non
        interest-bearing. Mr. Chou did not make a profit in any way on the loan of
        money
        to the Company.
 
 **Item
        13. Exhibits**
 
 The
        following exhibits are filed herewith or are incorporated herein by reference,
        as indicated.
   Number
              
              Description2.1
              
              Plan and Agreement of Reorganization
                by and
                among C&D ProductionGroup
                Inc., the Registrant and the Shareholders referred to thereindated
                as of August 2003 (incorporated herein by reference to Exhibit2
                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'sRegistration
                Statement on Form 10-SB filed with the SEC on July 17,2000
                and to the Registrant's Proxy Statement on Schedule 14C filedwith
                the SEC on June 23, 2003).3.2
              
              Amended and Restated By-Laws of the
                Registrant. (incorporated hereinby
                reference to Exhibit 3.2 to the Registrant's 10-KSB for thefiscal
                year ended December 31, 2004).4.1
              
              Specimen Stock Certificate of the
                Registrant.
                (incorporated hereinby
                reference to Exhibit 4.1 to the Registrant's 10-KSB for thefiscal
                year ended December 31, 2004).14
              
              Code of Ethics. (incorporated herein
                by
                reference to Exhibit 14 tothe
                Registrant's 10-KSB for the fiscal year ended December 31,2004).21
              
              Subsidiaries of the Registrant (incorporated
                herein by reference toExhibit
                21 to the Registrant's 10-KSB for the fiscal year endedDecember
                31, 2004).31.1
              
              Certification of Chief Executive Officer
                pursuant to Section 302 ofthe
                Sarbanes-Oxley Act of 2002.31.2
              
              Certification of Chief Financial Officer
                pursuant to Section 302 ofthe
                Sarbanes-Oxley Act of 2002.32
              
              Certification of Chief Executive Officer
                and
                Chief Financial Officerpursuant
                to Section 906 of The Sarbanes-Oxley Act of
                2002.
 
  15
 
 **Item
        14. Principal Accounting Fees and Services**
 
 During
        year ended December 31, 2004 and 2003, our principal independent auditor
        was
        Lichter, Yu & Associates. The following are the services provided and the
        amount billed.
 
 **AUDIT
        FEES**
 
 The
        aggregate fees billed by Lichter, Yu & Associates for professional services
        rendered for the audit of our annual financial statements and for the reviews
        of
        the financial statements included in our Quarterly Reports on Form 10-QSB
        were
        $45,000 and $37,500 for the fiscal years ended December 31, 2004 and 2003,
        respectively.
 
 **AUDIT
        RELATED FEES**
 
 The
        aggregate fees billed by Lichter, Yu & Associates for services rendered to
        us for assurance and related services in connection with the audit or review
        of
        our consolidated financial statements were $22,500 and $22,500 for the fiscal
        years ended December 31, 2004 and 2003, respectively.
 
 **TAX
        FEES**
 
 Lichter,
        Yu & Associates did not provide any tax services to the Company during the
        fiscal years ended December 31, 2004 and 2003.
 
 **ALL
        OTHER FEES**
 
 Lichter,
        Yu & Associates did not bill the Company for any other services during the
        fiscal years ended December 31, 2004 and 2003.
 
 **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 fiscal 2003 and 2004, our independent auditor only
        provided audit and audit related services for us.
  16
  **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-2Consolidated statements of financial
                position
                for the years ended December 31, 2003 and 2002
              F-3Consolidated statements of operations
                for the
                years ended December 31, 2003 and 2002
              F-4Consolidated statements of cash flows
                for the
                years ended December 31, 2003 and 2002
              F-5Consolidated statements of changes
                in
                stockholders' equity for the years ended December 31, 2003 and
                2002
              F-6Notes to consolidated financial
                statements
              F-7
 
  F-1
  **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, 2004 and 2003 and the related
          consolidated statements of operations and stockholders’ equity and cash flows
          for the years 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.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). ** Those
          standards require that we plan and perform the audits 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 audits provide a reasonable basis for our
          opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of C&D Production, Inc. as
          of December 31, 2004 and 2003, and the results of its operations and its
          cash
          flows for the years then ended in conformity with accounting principles
          generally accepted in the United States of America.
 
 As
          discussed in Note 15 to the financial statements, the Company has restated
          its
          financial statements to correct of an error in reporting its business
          combination in 2003 and its allowance for doubtful accounts in 2004. The
          effect
          on net income is a reduction in 2003 of $15,312 and an increase in 2004
          of
          $853,820.
   /s/
            Lichter, Yu & Associates
 Lichter,
              Yu &
Associates
  March
          23,
          2005, except for Note 15, as to which the date is September 20,
          2005
 San
          Diego, California


F-2
  **C&D
                        PRODUCTION, INC. AND SUBSIDIARIES**(FORMERLY
                        HUILE' OIL & GAS, INC.)**CONSOLIDATED
                        STATEMENTS OF FINANCIAL POSITION**
                    ******DECEMBER
                        31, 2004 AND 2003**
                    ******(RESTATED)**
                    ****
  **ASSETS**2004
                      
                      2003Current
                          AssetsCash
                          and cash equivalents
                      
                      $
                      282,988
                      
                      $
                      922,421Accounts
                          receivable, net
                      
                      
                      220,354
                      
                      
                      305,206Other
                          receivables
                      
                      
                      3,416,774
                      
                      
                      1,326Prepaid
                          expenses
                      
                      
                      1,331,343
                      
                      
                      317,588Total
                          Current Assets
                      
                      
                      5,251,459
                      
                      
                      1,546,541Fixed
                          Assets, net
                      
                      
                      350,741
                      
                      
                      409,897Total
                          Fixed Assets
                      
                      
                      350,741
                      
                      
                      409,897Other
                          AssetsDeposits
                      
                      
                      5,986
                      
                      
                      5,986Production
                          in progress
                      
                      
                      707,129
                      
                      
                      2,749,485Intangible
                          assets, net
                      
                      
                      588,560
                      
                      
                      709,256Total
                          Other Assets
                      
                      
                      1,301,675
                      
                      
                      3,464,727Total
                          Assets
                      
                      $
                      6,903,875
                      
                      $
                      5,421,165**LIABILITIES
                          AND STOCKHOLDERS' EQUITY**Current
                          LiabilitiesAccounts
                          payable and accrued expenses
                      
                      $
                      1,332,882
                      
                      $
                      939,269Due
                          to related party
                      
                      
                      12,292
                      
                      
                      128,940Deferred
                          revenue
                      
                      
                      0
                      
                      
                      323,063Short
                          term notes payable
                      
                      
                      563,040
                      
                      
                      322,770Loan
                          Payable
                      
                      
                      0
                      
                      
                      1,492,800Total
                          Current Liabilities
                      
                      
                      1,908,214
                      
                      
                      3,206,842Stockholders'
                          EquityCommon
                          stock, $.001 par value, 100,000,000shares
                          authorized, 30,000,000 and23,047,500
                          issued and outstanding, respectively
                      
                      
                      30,000
                      
                      
                      23,048Additional
                          paid in capital
                      
                      
                      4,897,438
                      
                      
                      2,321,519Other
                          comprehensive income (expense)
                      
                      
                      203,693
                      
                      
                      (25,286
                      )Retained
                          earnings (deficit)
                      
                      
                      (135,470
                      )
                      
                      (104,958
                      )Total
                          Stockholders' Equity
                      
                      
                      4,995,661
                      
                      
                      2,214,323Total
                          Liabilities and Stockholders' Equity
                      
                      $
                      6,903,875
                      
                      $
                      5,421,165
   F-3
  ******C&D
                            PRODUCTION, INC. AND SUBSIDIARIES**(FORMERLY
                            HUILE' OIL & GAS, INC.)**CONSOLIDATED
                            STATEMENTS OF OPERATIONS**
                        ******FOR
                            THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
                        ******(RESTATED)**
  2004
                          
                          2003Revenues
                          
                          $
                          3,046,654
                          
                          $
                          4,038,090Cost
                              of sales
                          
                          
                          1,900,207
                          
                          
                          3,067,578Gross
                              profit
                          
                          
                          1,146,447
                          
                          
                          970,512General
                              and administrative expenses
                          
                          
                          1,147,510
                          
                          
                          1,032,100Income
                              (loss) from operations
                          
                          
                          (1,063
                          )
                          
                          (61,588
                          )Other
                              (Income) ExpenseInterest
                              income
                          
                          
                          (752
                          )
                          
                          (357
                          )Interest
                              expense
                          
                          
                          30,183
                          
                          
                          37,999Other
                              expense
                          
                          
                          18
                          
                          
                          167Total
                              Other (Income) Expense
                          
                          
                          29,449
                          
                          
                          37,809Income
                              (loss) before income taxes
                          
                          
                          (30,512
                          )
                          
                          (99,397
                          )Provision
                              for income taxes
                          
                          
                          0
                          
                          
                          0Net
                              income (loss)
                          
                          
                          ($30,512
                          )
                          
                          ($99,397
                          )Net
                              income (loss) per share (basic and diluted)Basic
                          
                          
                          ($0.001
                          )
                          
                          ($0.004
                          )Diluted
                          
                          
                          ($0.001
                          )
                          
                          ($0.004
                          )Weighted
                              average number of sharesBasic
                          
                          
                          27,083,333
                          
                          
                          23,047,500Diluted
                          
                          
                          27,083,333
                          
                          
                          23,047,500
   F-4
  **C&D
                                PRODUCTION, INC. AND SUBSIDIARIES**(FORMERLY
                                HUILE' OIL & GAS, INC.)**CONSOLIDATED
                                STATEMENTS OF CASH FLOWS**
                            ******FOR
                                THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
                            ******(RESTATED)**
  2004
                            
                            2003CASH
                                FLOWS FROM OPERATING ACTIVITIESNet
                                Income (loss)
                            
                            
                            ($30,512
                            )
                            
                            ($99,397
                            )Adjustments
                                to reconcile net loss to net cashused
                                in operating activities:Depreciation
                            
                            
                            77,409
                            
                            
                            83,982Amortization
                            
                            
                            120,696
                            
                            
                            118,487Translation
                                adjustments
                            
                            
                            228,978
                            
                            
                            (25,286
                            )Decrease
                                (Increase) in account receivables
                            
                            
                            84,852
                            
                            
                            (82,469
                            )Decrease
                                (Increase) in other receivables
                            
                            
                            (3,415,448
                            )
                            
                            1,481Decrease
                                (Increase) in prepaid expenses
                            
                            
                            (1,013,755
                            )
                            
                            659,518Decrease
                                (Increase) in production in progress
                            
                            
                            2,042,356
                            
                            
                            (2,749,485
                            )Decrease
                                (Increase) in deposit
                            
                            
                            0
                            
                            
                            (5,912
                            )(Decrease)
                                Increase in accounts payableand
                                accrued expenses
                            
                            
                            393,613
                            
                            
                            926,965(Decrease)
                                Increase in deferred revenue
                            
                            
                            (323,063
                            )
                            
                            323,063Total
                                Adjustments
                            
                            
                            (1,804,362
                            )
                            
                            (749,656
                            )Net
                                cash provided by operations
                            
                            
                            (1,834,874
                            )
                            
                            (849,053
                            )CASH
                                FLOWS FROM INVESTING ACTIVITIESPurchase
                                of furniture and equipment
                            
                            
                            (18,253
                            )
                            
                            (58,952
                            )Net
                                cash provided by (used in) investing activities
                            
                            
                            (18,253
                            )
                            
                            (58,952
                            )CASH
                                FLOWS FROM FINANCING ACTIVITIESPayment
                                on current portion debt
                            
                            
                            (979,650
                            )
                            
                            (268,230
                            )Issuance
                                of short-term debt
                            
                            
                            1,219,920
                            
                            
                            19,571Proceeds
                                from issuance of loans
                            
                            
                            351,713
                            
                            
                            1,682,804Proceeds
                                of loan from related party
                            
                            
                            0
                            
                            
                            626,238Payment
                                of loan to related party
                            
                            
                            (116,648
                            )
                            
                            (497,297
                            )Sale
                                of common stock
                            
                            
                            738,359
                            
                            
                            0Net
                                cash provided by (used in) financing activities
                            
                            
                            1,213,694
                            
                            
                            1,563,086Net
                                change in cash and cash equivalents
                            
                            
                            (639,433
                            )
                            
                            655,081Cash
                                and cash equivalents at beginning of year
                            
                            
                            922,421
                            
                            
                            267,340Cash
                                and cash equivalents at end of year
                            
                            $
                            282,988
                            
                            $
                            922,421Supplemental
                                cash flows disclosures:Interest
                                payments
                            
                            $
                            30,183
                            
                            $
                            37,999Conversion
                                of debt to equity
                            
                            $
                            1,844,513
                            
                            $
                            0
   F-5
  **C&D
                                  PRODUCTION, INC. AND SUBSIDIARIES**(FORMERLY
                                  HUILE' OIL & GAS, INC.)**CONSOLIDATED
                                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY**
                              ******DECEMBER
                                  31, 2004 AND 2003**
                              ******(RESTATED)**
  2004
                              
                              2003Common
                                  stock, number of shares outstandingBalance
                                  at beginning of period
                              
                              
                              23,047,500
                              
                              
                              9,209,000Recapitalization
                                  as result of merger
                              
                              
                              0
                              
                              
                              13,838,500Stock
                                  issued
                              
                              
                              6,952,500
                              
                              
                              0Balance
                                  at end of period
                              
                              
                              30,000,000
                              
                              
                              23,047,500Common
                                  stock, par value $.001Balance
                                  at beginning of year
                              
                              $
                              23,048
                              
                              $
                              9,209Recapitalization
                                  as result of merger
                              
                              
                              0
                              
                              
                              13,839Common
                                  stock issued
                              
                              
                              6,952
                              
                              
                              0Balance
                                  at end of year
                              
                              
                              30,000
                              
                              
                              23,048Additional
                                  paid in capitalBalance
                                  at beginning of year
                              
                              
                              2,321,519
                              
                              
                              2,257,714Recapitalization
                                  as result of merger
                              
                              
                              0
                              
                              
                              63,805Issuance
                                  of stock
                              
                              
                              2,575,919
                              
                              
                              0Balance
                                  at end of year
                              
                              
                              4,897,438
                              
                              
                              2,321,519Other
                                  comprehensive income (loss)Balance
                                  at beginning of year
                              
                              
                              (25,286
                              )
                              
                              0Foreign
                                  currency translation
                              
                              
                              228,979
                              
                              
                              (25,286
                              )Balance
                                  at end of year
                              
                              
                              203,693
                              
                              
                              (25,286
                              )Retained
                                  (deficits)Balance
                                  at beginning of year
                              
                              
                              (104,958
                              )
                              
                              (5,561
                              )Net
                                  income (loss)
                              
                              
                              (30,512
                              )
                              
                              (99,397
                              )Balance
                                  at end of year
                              
                              
                              (135,470
                              )
                              
                              (104,958
                              )Total
                                  stockholders' equity at end of year
                              
                              $
                              4,995,661
                              
                              $
                              2,214,323
   F-6
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 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”.
 
 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 involved in the creation of feature films and documentaries focusing
            on
            mainland China.
  The
            Company operates in an industry characterized by significant competition
            and
            rapid technological changes. They will need additional investments and
            funding
            in order to complete the development and improvements necessary for growth
            and
            planned operations.
 
 NOTE
            2 -SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
            of Consolidation - The
            consolidated financial statements for 2004 and 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.
  Financial
            Statement Presentation **-** Certain
            changes to the 2003 financial statements have been made to conform to
            the 2004
            financial statement format.
 
 F-8
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 **NOTE
            2 -** **SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES (Continued**)
 
 Revenue
            Recognition -
            Revenue from production of advertising is recognized upon completion
            of the
            project, and is recorded net of discounts and allowances.
 
 The
            Company will recognize film revenue from the distribution of Featured
            Films and
            related products when earned and reasonably estimable in accordance with
            Statement of Position 00-2 "Accounting by Producers or Distributors of
            Films"
            (SOP 00-2).
 
 Cash
            and Cash Equivalents - Cash
            equivalents are stated at cost. Cash equivalents are highly liquid investments
            readily convertible into cash with an original maturity of three months
            or less
            and consist of time deposits with commercial banks.
 
 Allowance
            for Doubtful Accounts - The
            Company establishes an allowance for doubtful accounts on a case-by-case
            basis
            when it believes the required payment of specific amounts owed is unlikely
            to
            occur after a review of historical collection experience, subsequent
            collections
            and management’s evaluation of existing economic conditions .
 
 Fixed
            Assets -
            Property and equipment are stated at cost less accumulated depreciation.
            Expenditures for major additions and improvements are capitalized and
            minor
            replacements, maintenance and repairs are charged to expense as incurred.
            Whenever an asset is retired or disposed of, its cost and accumulated
            depreciation or amortization is removed from the respective accounts
            and the
            resulting gain or loss is credited or charged to income.
 
 Depreciation
            is computed using the straight-line and declining-balance methods over
            the
            following estimated useful lives:
 
 Furniture and Fixtures
                  5
                    -
                    8 yearsAutomobile
                  5 yearsOffice Equipment
                  3 - 8 yearsBuilding and Improvements
                  30 years
 
 
 F-9
 
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
  **NOTE
            2 -** **SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES (Continued**)
  Intangible
            Assets -
            Effective July 2002, the Company adopted Statement of Financial Accounting
            Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” The adoption
            of SFAS No. 142 required an initial impairment assessment involving a
            comparison
            of the fair value of trademarks, patents and other intangible assets
            to current
            carrying value. No impairment loss was recognized for the years ended
            December
            31, 2004 and 2003.
   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.
  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, 2004 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
            $61,619 and $4,529 for the years ended December 31, 2004 and
            2003.
 
 F-10
 
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 NOTE
            2 -SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Estimates - The
            preparation of financial statements in conformity with U.S. generally
            accepted
            accounting principles requires management to make certain estimates and
            assumptions that affect the reported amounts of assets and liabilities
            and
            disclosure of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenues and expenses during the
            reporting period. Actual results could differ from those estimates. Significant
            estimates include collectibility of accounts receivable, accounts payable,
            sales
            returns and recoverability of long-term assets.
 
 Concentration
            of Credit Risk -
            Financial instruments, which subject the Company to credit risk, consist
            primarily of cash equivalents and trade accounts receivable arising from
            its
            normal business activities. The Company places its cash in what it believes
            to
            be credit-worthy financial institutions. 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.
 
 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. The Company recognized an
            impairment
            loss of $3,415,279 as of December 31, 2004 (see Note 13)
 
 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.
 
 F-11
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
  NOTE
            2 -SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 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, 2004 and 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.
 
 Translation
            Adjustments - As of
            December 31, 2004 and 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, 2004 and 2003 the exchange rate between NTD and the USD
            was
            NTD$1=USD $.03128 and NTD$1=USD$0.02934, respectively. The weighted-average
            rate
            of exchange between NTD and USD was NTD$1=USD$.02996 and NTD$1 = USD$0.02903,
            respectively. Total translation adjustment recognized for the year ended
            December 31, 2004 and 2003 is $203,693 and ($25,287), respectively.
 
 F-12
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 NOTE
            2 -SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 New
            Accounting Pronouncements - In
            January 2003, The Financial Accounting Standards Board (“FASB”) issued FASB
            Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN46”).
            This interpretation of Accounting Research Bulletin No. 51, requires
            companies
            to consolidate the operations of all variable interest entities (“VIE’s”) for
            which they are the primary beneficiary. The term “primary beneficiary” is
            defined as the entity that will absorb a majority of expected losses,
            receive a
            majority of the expected residual returns, or both. This interpretation
            was
            later revised by the issuance of Interpretation No. 46R (“FIN46R”). The revision
            was issued to address certain implementation issues that had arisen since
            the
            issuance of the original interpretation and to provide companies with
            the
            ability to defer the adoption of FIN46 to period after March 15, 2004.
            The
            implementation of FIN46 and FIN46R, had no material impact on the Company’s
            financial statements.
  On
            July
            16, 2004 the FASB ratified the Emerging Issues Task Force (“EITF”) consensus of
            Issue 02-14, “Whether the Equity Method of Accounting Applies when an Investor
            Does Not Have an Investment in Voting Stock of an Investee but Exercises
            Significant Influence through Other Means” (“EITF 02-14”). The consensus
            concluded that an investor should apply the equity method of accounting
            when it
            can exercise significant influence over an entity through a means other
            than
            holding voting rights. EITF 02-14 is effective for reporting periods
            beginning
            after September 2004. The adoption of EITF 02-14 did not have a material
            impact
            on the Company’s financial statements.
   On
            December 16, 2004, the FASB issued SFAS No. 123 (revised 2004),
‘‘Share-Based Payment’’ (‘‘SFAS 123R’’), which replaces SFAS No. 123,
‘‘Accounting for Stock-Based Compensation’’ (‘‘SFAS 123’’) and supercedes APB
            Opinion No. 25, ‘‘Accounting for Stock Issued to Employees.’’ SFAS 123R
            requires all share-based payments to employees, including grants of employee
            stock options, to be recognized in the financial statements based on
            their fair
            values, beginning with the first interim or annual period after June 15,
            2005. The pro forma disclosures previously permitted under SFAS 123 no
            longer
            will be an alternative to financial statement recognition. The Company
            is
            required to adopt SFAS 123R in its three months ending September 30, 2005.
            Under SFAS 123R, The Company must determine the appropriate fair value
            model to
            be used for valuing share-based payments, the amortization method for
            compensation cost and the transition method to be used at date of adoption.
            The
            transition methods include prospective and retroactive adoption options.
            Under
            the retroactive options, prior periods may be restated either as of the
            beginning of the year of adoption or for all periods presented. The prospective
            method requires that compensation expense be recorded for all unvested
            stock
            options and restricted stock at the beginning of the first quarter of
            adoption
            of SFAS 123R, while the retroactive methods would record compensation
            expense
            for all unvested stock options and restricted stock beginning with the
            first
            period restated.
  F-13
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 (Restated)
 
 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. We do not expect
            compliance with SOP-00-2 to have an impact on our financial
            statements.
  In
            September 2004, the EITF Issue No. 04-08, “The Effect of Contingently
            Convertible Debt on Diluted Earnings per Share.” (“EITF 04-08”) was issued
            stating that contingently convertible debt should be included in diluted
            earnings per share computations regardless of whether the market price
            trigger
            has been met. EITF 04-08 is effective for reporting periods ending after
            December 15, 2004. EITF 04-08 will have no material impact on the Company’s
            financial statements.
  F-14
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 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, 2004 and 2003, there were no uninsured portions of the
            balances
            held at the banks.
 
 NOTE
            4 -FIXED
            ASSETS
 
 Fixed
            assets consist of the following:
 2004
                      
                      2003Land
                      
                      $
                      52,670
                      
                      $
                      52,670Building
                      
                      
                      55,898
                      
                      
                      55,898Office
                          equipment
                      
                      
                      465,283
                      
                      
                      447,030Automobile
                      
                      
                      161,282
                      
                      
                      161,282735,133
                      
                      
                      716,880Accumulated
                          depreciation
                      
                      
                      (384,392
                      )
                      
                      (306,983
                      )$
                      350,741
                      
                      $
                      409,897
 NOTE
            5 -INTANGIBLE
            ASSETS
  A
            summary
            is as follows:
  2004
                  
                  2003Film
                      rights
                  
                  $
                  1,182,093
                  
                  $
                  1,182,093Less
                      accumulated amortization
                  
                  
                  (593,533
                  )
                  
                  (472,837
                  )$
                  588,560
                  
                  $
                  709,256
 
 
 F-15
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 NOTE
            6 -COMPENSATED
            ABSENSES
 
 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, 2004 and 2003 vacation liability existed in the amount of
            $8,618
            and $0, respectively.
 
 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 a Stock Exchange Agreement with
            C &
D Production Group, Inc. (a BVI Company). As
            a
            result of the exchange agreement, the reorganization was treated as an
            acquisition by the accounting acquiree that is being accounted for as
            a
            recapitalization and as a reverse merger by the legal acquirer for accounting
            purposes. Pursuant to the recapitalization, all capital stock shares
            and amounts
            and per share data have been retroactively restated. Accordingly, the
            financial
            statements include the following:
 
 (1)
            The
            balance sheet consists of the net assets of the accounting acquirer at
            historical cost and the net assets of the legal acquirer at historical
            cost.
 
 (2)
            The
            statements of operations include the operations of the accounting acquirer
            for
            the period presented and the operations of the legal acquirer from the
            date of
            the merger.
 
 F-16
 
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 NOTE
            9 -DEBT
 
 At
            December 31, 2004 and 2003, the Company had notes payable outstanding
            in the
            aggregate amount of $563,040 and $322,770, respectively. Payable as
            follows:
 **2004**
                    
                    
                    
                    **2003**Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by
                        April 11, 2005
                    
                    $
                    187,680
                    
                    
                    Unsecured
                        notes payable to a bank in Taiwan, Interest at 7.145% per
                        annum, due by
                        January 7, 2004
                    
                    $
                    117,371Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by
                        April 11, 2005
                    
                    
                    62,560
                    
                    
                    Unsecured
                        notes payable to a bank in Taiwan, Interest at 7.145% per
                        annum, due by
                        February 8, 2004
                    
                    
                    117,371Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by May
                        10, 2005
                    
                    
                    187,680
                    
                    
                    Unsecured
                        notes payable to a bank in Taiwan, Interest at 7.145% per
                        annum, due by
                        April 7, 2004
                    
                    
                    88,028Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by May
                        19, 2005
                    
                    
                    78,200Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by
                        June 21, 2005
                    
                    
                    31,280Unsecured
                        notes payable to a bank in Taiwan, Interest at 5.53% per
                        annum, due by
                        June 30, 2005
                    
                    
                    15,640Total
                    
                    $
                    563,040
                    
                    
                    
                    
                    $
                    322,770
 F-17
 
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 Note
            10 -LOAN
            PAYABLE
 
 As
            of
            December 31, 2003 the Company had a loan payable in the amount of $1,492,800.
            During the period January 1, 2004 through July 31, 2004 the Company had
            received
            additional funds of $351,713, for a total aggregate loan payable of $1,844,513.
            The loan was non interest bearing and due on demand or convertible into
            shares
            of the Company’s stock.
 
 The
            loan
            was convertible into shares of the Company’s common stock pursuant to the
            original agreement of the parties, with the conversion price to be set
            by mutual
            agreement at the time of conversion. The conversion price was agreed
            by the
            Company’s Board of Directors based on the anticipated illiquidity of the common
            stock and the value of the Company at the time the loan was made. In
            August 2004
            the Company issued 5,000,000 shares of its common stock, at approximately
            $0.3689 per share, to repay the loan.
 
 Note
            11 -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, 2004,
            the
            Company has non interest-bearing loans from Chin-Ping Chou, the Company’s
            Director, in the amount of $12,292.
 
 Note
            12 -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 $76,650 and
            $54,613
            for December 31, 2004 and 2003, respectively. The Company has future
            minimum
            lease obligations of 33,715 for 2005.
 F-18
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 Note
            13 -COMMON
            STOCK
 
 In
            September, 2003 the officers and directors of the Company surrendered
            for
            cancellation 9,681,000 shares of common stock, no consideration was
            given.
 
 On
            September 4, 2003 the company issued 13,828,500 shares of common stock
            for the
            purchase of C & D Production Group, Inc. ( see Note 8 ).
 
 In
            January 2004, the Company issued 1,952,500 shares of its common stock
            to a third
            party in the aggregate amount of $738,359.
 
 In
            August
            2004, the Company’s Board of Directors approved and recommended that the
            Company’s Articles of Incorporation be amended to increase the number of
            authorized shares of common stock, par value $0.001, from 25,000,000
            to
            100,000,000.
 
 In
            August
            2004, the Company’s Board of Directors also approved the issuance of 5,000,000
            shares of its common stock as consideration for the conversion in full
            of a loan
            payable to a third party in the aggregate amount of $1,844,513. The loan
            payable
            was converted into shares of common stock at a price of approximately
            $.3689 per
            share.
 
 
 Note
            14 -OTHER
            RECEIVABLE
 
 As
            of
            December 31, 2004 the Company terminated their relationship with the
            production
            company they used to produce their DVM project and requested repayment
            in full
            due to the poor quality of their work. Total payments capitalized for
            the
            production as of December 31, 2004 were $3,415,279. The Company reclassified
            the
            total capitalized production to other receivable. The Company collected
            the full
            amount on May 25, 2005.
 
 F-19
 
 **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 Note
            15 -RESTATED
            FINANCIAL STATEMENTS
 
 The
            Company has restated its December 31, 2004 and 2003 financial statements
            to
            correct for an error in applying accounting principles related to the
            business
            combination discussed in Note 8. In the original filed financial statements
            the
            business combination was accounted for under the purchase method of accounting
            thereby including the operations of C & D Productions-Taiwan only from the
            date of the combination, September 4, 2003 and carrying forward the equity
            of C
& D Productions - USA. The correct method based on the circumstances was
            to
            account for the business combination as a recapitalization of C & D
            Productions-Taiwan and as a reverse merger. C & D Productions-Taiwan is the
            continuing entity and therefore its operations should have been included
            for the
            entire period of January 1, 2003 through December 31, 2003 and its equity
            should
            have been used going forward.
 
 The
            effect of the above correction was to decrease net income for 2003 by
            $15,312,
            increase retained earnings by $50,572 and decrease additional paid in
            capital by
            $35,260.
 
 In
            addition, as of December 31, 2004, the Company had an other receivable
            in the
            amount of $3,415,279, as discussed in Note 13. In the original financial
            statements the Company had recorded an allowance of $853,820 against
            this
            receivable due to the uncertainty of full collection as of that date.
            Subsequent
            to filing the original financial statements the receivable was fully
            collected.
            The Company has therefore recorded the receivable in full in these restated
            financial statements and eliminated the related allowance.
 
 The
            effect of the above correction was to increase net income for 2004 by
            $853,820.
 
 The
            following table illustrates the correction of error as shown on the face
            of the
            Company’s statement of stockholders’ equity:
 *2004*
                      *(Restated)*
                    
                    *2003*
                      *(Restated**)*Retained
                      earnings at beginning of year
                    
                    $
                    (104,958
                    )
                    $
                    (5,561
                    )Net
                        income, as restated
                    
                    
                    (30,512
                    )
                    
                    (99,397
                    )Retained
                        earnings at end of year
                    
                    $
                    (135,470
                    )
                    $
                    (104,958
                    )
  F-20
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 Note
            16 -SEGMENT
            REPORTING
 
 The
            Company has two principal operating segments which are the production
            of (1)
            television commercials, (2) DVD series on the history of China. These
            operating
            segments were determined based on the nature of the products offered. *Operating
            segments* are
            defined as components of an enterprise about which separate financial
            information is available that is evaluated regularly by the chief operating
            decision-maker in deciding how to allocate resources and in assessing
            performance. The Company’s chief executive officer and chief financial officer
            have been identified as the chief operating decision makers. The Company’s chief
            operating decision makers direct the allocation of resources to operating
            segments based on the profitability, cash flows, and other measurement
            factors
            of each respective segment.
 
 The
            Company has determined that both operating segments are reportable segments
            as
            they meet the quantitative thresholds under Financial Accounting Standards
            Board
            Statement No. 131 (Disclosures about Segments of an Enterprise and Related
            Information).
 
 The
            Company evaluates performance based on several factors, of which the
            primary
            financial measure is business segment income before taxes. The Company’s DVD
            operating segment is currently in the production stage during 2003 and
            2004 and
            therefore has no revenues. The accounting policies of the business segments
            are
            the same as those described in “Note 1: Summary of Significant Accounting
            Policies.” The table on the following page shows the operations of the Company’s
            reportable segments:
 
 F-21
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
  Note
            16 -SEGMENT
            REPORTING (Continued)
 
 *Television*
                    *Commercial*
                    *Segment*
                  
                  *DVD*
                    *China*
                    *Segment*
                  
                  *Consolidated**2003*Sales
                      to unaffiliated customers
                  
                  $
                  4,038,090
                  
                  $
                  -0-
                  
                  $
                  4,038,090Intersegment
                      sales
                  
                  
                  -0-
                  
                  
                  -0-
                  
                  
                  -0-Net
                      sales
                  
                  
                  4,038,090
                  
                  
                  -0-
                  
                  
                  4,038,090Income
                      before taxes
                  
                  
                  (99,397
                  )
                  
                  -0-
                  
                  
                  (99,397
                  )Total
                      assets (1)
                  
                  
                  2,671,680
                  
                  
                  2,749,485
                  
                  
                  5,421,165Property
                      additions
                  
                  
                  58,952
                  
                  
                  -0-
                  
                  
                  58,952Interest
                      expense
                  
                  
                  37,999
                  
                  
                  -0-
                  
                  
                  37,999Depreciation
                      and amortization
                  
                  
                  202,469
                  
                  
                  -0-
                  
                  
                  202,469*2004*Sales
                      to unaffiliated customers
                  
                  
                  3,046,654
                  
                  $
                  -0-
                  
                  
                  3,046,654Intersegment
                      sales
                  
                  
                  -0-
                  
                  
                  -0-
                  
                  
                  -0-Net
                      sales
                  
                  
                  3,046,654
                  
                  
                  -0-
                  
                  
                  3,046,654Income
                      before taxes
                  
                  
                  (30,512
                  )
                  
                  -0-
                  
                  
                  (30,512
                  )Total
                      assets (1)
                  
                  
                  3,488,596
                  
                  
                  3,415,279
                  
                  
                  6,903,875Property
                      additions
                  
                  
                  18,253
                  
                  
                  -0-
                  
                  
                  18,253Interest
                      expense
                  
                  
                  30,183
                  
                  
                  -0-
                  
                  
                  30,183Depreciation
                      and amortization
                  
                  
                  198,105
                  
                  
                  -0-
                  
                  
                  198,105
  ( 1) *Total
            business assets* are the
            owned or allocated assets used by each business. No assets are allocated
            to *Corporate
            assets* due to
            the fact that other then capital investment into the DVD project all
            revenue,
            expenses, and assets are used for the Company’s television commercial production
            segment.
 
 F-22
  **C&D
            PRODUCTION, INC. AND SUBSIDIARIES**
 (FORMERLY
            HUILE’ OIL & GAS, INC.)
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
            31, 2004 AND 2003**
 **(Restated)**
 
 Note
            17 -OTHER
            COMPREHENSIVE INCOME
 
 Balances
            of related after-tax components comprising accumulated other comprehensive
            income (loss), included in stockholders’ equity, at December 31, 2004 and 2003,
            and are as follows:
 
 *Foreign
                      Currency Translation Adjustment*
                  
                  *Accumulated
                      Other Comprehensive Income*Balance
                      at December 31, 2002
                  
                  $
                  -0-
                  
                  $
                  -0-Change
                      for 2003
                  
                  
                  (25,286
                  )
                  
                  (25,286
                  )Balance
                      at December 31, 2003
                  
                  
                  (25,286
                  )
                  
                  (25,286
                  )Change
                      for 2004
                  
                  
                  228,979
                  
                  
                  228,979Balance
                      at December 31, 2004
                  
                  $
                  203,693
                  
                  $
                  203,693
 
 
 F-23
 **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:
                  January 27, 2006**C
                  & D PRODUCTIONS INC.**By:
                /s/ *Michael
                  Chou**Michael
                  Chou**Chief
                    Executive Officer, Secretary and*
                  *Chairman
                    of the Board*
                  *(Principal
                    Executive Officer)*
 By:
                /s/ *Chien-Te
                  Chou**Chien-Te
                  Chou**Chief
                      Financial Officer and Administrative*
                    *and
                      Financial Manager*
                    *(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 and Chairman
                      of the Board
                  
                  January
                      27, 2006Michael
                        Chou/s/
                      Chien-Te Chou
                  
                  Chief
                      Financial Officer, Administrative and
                      Financial Manager and Director
                  
                  January
                        27, 2006Chien-Te
                      Chou/s/
                      Dennis Chang
                  
                  Director
                  
                  January
                        27, 2006Dennis
                      Chang/s/
                      Mei-Lin Chiang
                  
                  Director
                  
                  January
                        27, 2006Mei-Lin
                      Chiang/s/
                      Kevin Lin
                  
                  Director
                  
                  January
                        27, 2006Kevin
                      Lin/s/
                      Keng-Lien Chou
                  
                  President
                      and Director
                  
                  January
                        27, 2006Keng-Lien
                      Chou
  
 
 
 **INDEX
        TO EXHIBITS**
   Number
              
              Description2.1
              
              Plan and Agreement of
                Reorganization by and among C&D Production  Group
                Inc., the Registrant and the Shareholders referred to thereindated
                as of August 2003 (incorporated herein by reference to Exhibit2
                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'sRegistration
                Statement on Form 10-SB filed with the SEC on July 17,2000
                and to the Registrant's Proxy Statement on Schedule 14C filedwith
                the SEC on June 23, 2003).3.2
              
              Amended and Restated
                By-Laws of
                the Registrant. (incorporated hereinby
                reference to Exhibit 3.2 to the Registrant's 10-KSB for thefiscal
                year ended December 31, 2004).4.1
              
              Specimen Stock Certificate
                of the
                Registrant. (incorporated hereinby
                reference to Exhibit 4.1 to the Registrant's 10-KSB for thefiscal
                year ended December 31, 2004).14
              
              Code of Ethics. (incorporated
                herein by reference to Exhibit 14 to the
                Registrant's 10-KSB for the fiscal year ended December 31,2004).21
              
              Subsidiaries of the Registrant
                (incorporated herein by reference to Exhibit
                21 to the Registrant's 10-KSB for the fiscal year endedDecember
                31, 2004).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.