As filed with the Securities and Exchange Commission on February 20, 2002
                                                Registration No. 333-___________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 CYBERADS, INC.
                                 --------------
               (Exact name of issuer as specified in its charter)

                 Florida                                    65-1000634
                 -------                                    ----------
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)


                 4401 North Federal Highway Boca Raton, FL 33431
                 -----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             ----------------------

                         MARKETING CONSULTING AGREEMENT
                              WITH STEVEN M. KRAUSE
                            (Full title of the plan)

                             ----------------------

                         Mr. Lawrence Levinson President
                                 CYBERADS, INC.
                           4401 North Federal Highway
                              Boca Raton, FL 33431
                     (Name and address of agent for service)

                                    COPY TO:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200


<PAGE>
<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE

====================================================================================================
                                                       Proposed          Proposed
                                                       maximum           maximum
                                                       offering          aggregate      Amount of
Title of securities                 Amount to be       price per         offering       registration
to be registered                    registered         share             price          fee
====================================================================================================
<S>                                 <C>                <C>               <C>            <C>
COMPENSATORY STOCK ISSUED TO
  SELLING SECURITYHOLDERS

Common Stock, $0.001
par value per share(1)              200,000            $1.80             $360,000       $34.00

Common Stock, $0.001
par value per share(2)              500,000            $0.60             $300,000       $28.00

Common Stock, $0.001
par value per share(2)              200,000            $0.80             $160,000       $15.00
                                                                                        ------
                                                                                        $77.00
                                                                                        ======
</TABLE>
 -----------------
(1)      Calculated in accordance with Rule 457 based upon the not less than
         average of the closing bid and asked prices on February 19, 2002.

(2)      Calculated in accordance with Rule 457 based upon the price at which
         outstanding options are exercisable.
























                                        2

<PAGE>
PROSPECTUS


                                 CYBERADS, INC.

                         900,000 SHARES OF COMMON STOCK


         This prospectus forms a part of a registration statement which
registers an aggregate of 900,000 shares of common stock, including 700,000
shares of common stock underlying options, which are collectively referred to as
the "Shares", of CyberAds, Inc. ("CyberAds", "Company", "we", "us" or "our").
The Shares have been or will be issued to Mr. Steven M. Krause, a consultant to
the Company, pursuant to a Marketing Consulting Agreement dated November 29,
2001. Mr. Krause is sometimes referred to as the "selling securityholder." The
selling securityholder may sell all or a portion of the Shares from time to time
in the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices. We will not receive any proceeds from sales of Shares
by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                             ---------------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                             ---------------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.


                The date of this prospectus is February 20, 2002








                                        3

<PAGE>
                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o      Registration Statement on Form SB-2 filed on December 24, 2001;

         o      Registration Statement on Form SB-2 filed on February 4, 2002;

         o      Current Report on Form 8-K filed on January 29, 2002 and
                Amended on February 6, 2002;

         o      Quarterly Report as amended on Form 10-QSB for the quarter
                ended September 30, 2001, filed on January 18, 2002;

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference


                                        4

<PAGE>
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, CyberAds, Inc., 4401 North
Federal Highway, Boca Raton, FL 33431.


                                   THE COMPANY

         THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

ADDITIONAL FACTORS THAT MAY AFFECT OPERATING RESULTS

         In evaluating us, the following risk factors should be considered:

                                  RISK FACTORS

WE HAVE DEPENDED HEAVILY ON OUR AGREEMENTS WITH BECK MANAGEMENT, INC., AMERICAN
CELLULAR, INC. AND GT GLOBAL COMMUNICATIONS, INC. AND THESE AGREEMENTS MAY BE
TERMINATED WITHOUT CAUSE OR PENALTY.

         From January 1, 2001 through the period ended September 30, 2001, we
derived the majority of our revenues through agreements with Beck Management,
Inc. (approximately 6%) American Cellular, Inc. (approximately 49%) and GT
Global Communications, Inc (approximately 23%). These companies enable us to
offer cellular telephone services and products. The agreements with American
Cellular and GT Global are not for a determined length of time and may be
terminated without notice or penalty. Our agreement with Beck Management is
terminable upon 30 days notice without cause. If, for any reason, these
agreements are terminated, our business will be detrimentally affected.



                                        5

<PAGE>
WE HAVE ONLY RECENTLY ENTERED INTO DIRECT CONTRACTUAL AGREEMENTS WITH CELLULAR
PHONE CARRIERS AND HISTORICALLY HAVE RELIED ON AGREEMENTS WITH THIRD PARTIES TO
ACCESS CARRIER SERVICE.

         Historically we have relied on Beck Management's, American Cellular's
and GT Global's agreements with cellular phone carriers. Excluding a related
party interest in American Cellular, we have no control over the relationships
between these third parties and cellular phone carriers. If these relationships
deteriorate, our business may be negatively affected.

OUR LIMITED OPERATING HISTORY AND RECENT CHANGE IN STRATEGY MAKES IT DIFFICULT
TO EVALUATE OUR BUSINESS AND PROSPECTS.

         We were recently organized, and only recently focused our strategy on
our cellular phone services. Accordingly, investors will have limited
information about CyberAds with which to evaluate our business, strategies and
performance and an investment in our company. We cannot assure you that our
current business strategy will enable us to achieve profitable operations.

WE HAVE RECEIVED ONLY LIMITED REVENUES FROM OUR INCEPTION TO SEPTEMBER 30, 2001,
HAVE HISTORICALLY LACKED WORKING CAPITAL AND HAVE INCURRED SIGNIFICANT NET
LOSSES SINCE INCEPTION.

         Our total revenues for the year ended December 31, 2000 were $47,548.
While our revenues have increased for the nine months ended September 30, 2001,
we have incurred net losses of $976,538 during this period. From inception
(April 2000) through December 31, 2000, we incurred a net loss of $613,055 and
losses may continue through the fiscal year ending December 31, 2001. While we
have recently received additional working capital through a third party loan and
have increased revenues, we have historically lacked working capital, which is
essential to the growth and development of our business.

WE FACE INTENSE COMPETITION WITHIN THE CELLULAR PHONE MARKETING AND SALES
INDUSTRY FROM COMPETITORS WITH SIGNIFICANTLY MORE RESOURCES THAN OUR COMPANY.

         Our competition within the cellular phone marketing and sales industry
is intense. The market for cellular phone marketing services is characterized by
intense price competition. We compete with numerous well-established retailers,
carriers, wholesale distributors and suppliers of cellular products and
services, including AT&T, MCI/Sprint and SunCom.

DUE TO A STIPULATED FINAL JUDGMENT AND ORDER FOR PERMANENT INJUNCTION AND OTHER
EQUITABLE RELIEF BY THE FEDERAL TRADE COMMISSION ENTERED INTO BY OUR CHIEF
EXECUTIVE OFFICER, WE MAY BE PREVENTED FROM LISTING OUR SECURITIES ON THE NASDAQ
STOCK MARKET OR OTHER EXCHANGE OR SELF- REGULATORY ORGANIZATION.

         In March 2000, Larry Levinson, two of his family members and several
companies in which he was a principal, entered into a settlement with the
Federal Trade Commission under which a stipulated final judgment and order for
permanent injunction and other equitable relief was issued.


                                        6

<PAGE>
Under this injunction Mr. Levinson (our principal shareholder, chief executive
and director), his family members, Crown Communication Concepts and Investments,
Inc., Crown Communications Two, Inc., and Global Collections, Inc. agreed to
individually pay fines of $210,000. In addition, they collectively agreed to
forgive approximately $36,000,000 in unpaid charges for services billed. Mr.
Levinson, his family members, and the companies were also prohibited from
violating the Federal Trade Commission's pay-per-call rule or making
misrepresentations about their audio text services or telephone billed
transactions in the future.

         Crown Communications Two provided adult entertainment programs over the
telephone. Consumers were charged per call made to the program and time of the
overall call to the program. According to the Federal Trade Commission's
complaint, Crown Communications Two charged consumers through their telephone
bills for a variety of collect calls or other long distance calls that the
consumers did not make. Crown Communications Two allegedly collected consumers'
phone numbers using a "caller I.D." type system when consumers responded to one
of Crown Communication Two's advertisements via a toll free number. According to
the Federal Trade Commission, Crown Communications Two then used the "captured"
number of the incoming call to insert unauthorized charges on the consumers'
phone bills. The final judgement did not constitute any admission of guilt, nor
an admission that any Federal Trade Commission violations were committed.

         This injunction may prevent the listing of our securities on the Nasdaq
Stock Market or any other national exchange since most self regulatory
organizations have the ability to deny the listing of a company's securities due
to the personal history of an officer, director or principal shareholder of a
company. If we are not able to list our securities on the Nasdaq or other
exchange, the market for our common stock will be significantly limited, and
investors may find it difficult to dispose of our common stock or find accurate
market information for our securities.

OUR FINANCIAL STATEMENTS HAVE BEEN PREPARED ASSUMING THAT WE WILL CONTINUE AS A
GOING CONCERN AND RAISE SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN WHICH MAY DISCOURAGE INVESTORS FROM INVESTING IN US.

         The auditor's report on CyberAds' 2000 financial statements states that
CyberAds has suffered losses from operations, has a cash deficiency from
operations and is experiencing operating losses that raise substantial doubt
about our ability to continue as a going concern. We continue to explore the
possibility of raising funds through available sources which include equity and
debt markets. We are not certain that we will be successful at raising funds
through any sources as a result of our auditors' report in the event we are
unable to generate sufficient revenues to develop and maintain operations.



                                        7

<PAGE>
THERE IS PRESENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND A MARKET MAY
NEVER DEVELOP.

         Prior to this offering there is a limited public market for our common
stock. An active public market for our securities may never exist and as a
result investors may never be able to sell shares or may only be able to sell
shares at a significant loss.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE UNITS, INCLUDING THE RISK FACTORS DISCUSSED ABOVE.

              MARKETING CONSULTING AGREEMENT WITH STEVEN M. KRAUSE
              ----------------------------------------------------

GENERAL

         On November 29, 2001, CyberAds entered into a Marketing Consulting
Agreement with Steven M. Krause. The services to be rendered by the Consultant
consists of various advisory and consulting services concerning product
expansion and retrenchment, marketing consulting, strategic planning,
introductions to telecommunications carriers and related organizations,
evaluation and survey of the Company's products and services in order to
maintain market share and market penetration, and review and advice to the
Company regarding its overall progress, needs and condition. At the present
time, the Consultant has already introduced CyberAds to one major carrier, and
additional introductions are being evaluated. The agreement commenced on
November 29, 2001 and will continue for a term of 12 months unless extended. In
consideration for current and prospective services, CyberAds has agreed to issue
to the Consultant 200,000 shares of its common stock, options to purchase
500,000 shares of common stock exercisable at $0.60 per share for a two- year
term and options to purchase 200,000 shares of common stock exercisable at $.80
per share for a two-year term.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." In
respect to the holder of options, the option holder does not recognize ordinary
income generally at the date of the grant of the option, but recognizes ordinary
income generally at the date of exercise in the amount of the difference between
the option exercise price and the fair market value of the common stock on the
date of exercise. A substantial risk of forfeiture exists where rights and
property that have been transferred are conditioned, directly or indirectly,


                                        8

<PAGE>
upon the future performance (or refraining from performance) of substantial
services by any person, or the occurrence of a condition related to the purpose
of the transfer, and the possibility of forfeiture is substantial if such
condition is not satisfied. Shares received by a person who is subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 is considered subject to a substantial risk of forfeiture so long as the
sale of such property at a profit could subject the stockholder to suit under
that section. The rights of the recipient are treated as transferable if and
when the recipient can sell, assign, pledge or otherwise transfer any interest
in the Shares to any person. Inasmuch as the recipient would not be subject to
the short swing profit recovery rule of Section 16(b) of the Securities Exchange
Act of 1934 and the Shares, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the Shares received once the conditions to
receipt of the Shares are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.


                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

         o         the name of the selling securityholder,

         o         the amount of shares of common stock held directly or
                   indirectly,

         o         the maximum amount of shares of common stock to be offered
                   by the selling securityholder,

         o         the amount of common stock to be owned by the selling
                   securityholder following sale of the shares of common stock,
                   and

         o         the percentage of shares of common stock to be owned by the
                   selling securityholder following completion of such offering.


                                        9

<PAGE>
<TABLE>
<CAPTION>

                                                                                Percentage
                                                             Shares to be       to be Owned
Name of Selling           Number of          Shares to        Owned After          After
Securityholder          Shares Owned        be Offered         Offering           Offering
---------------         ------------        ----------       ------------       -----------
<S>                       <C>                <C>                 <C>                <C>
Steven M. Krause          900,000            900,000             0                   _
</TABLE>

         The Shares to be sold includes 700,000 shares of Common Stock
underlying options.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time- to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by the selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

        o         through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.


                                       10

<PAGE>
         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholder that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have also told the selling securityholder
of the need for delivery of copies of this prospectus in connection with any
sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

         Our authorized capital stock consists of 50,000,000 shares of common
stock, $.001 par value per share and 5,000,000 shares of blank check preferred
stock, $.001 par value. No shares of preferred stock are outstanding. As of
December 31, 2001, there are 13,584,777 shares of common stock issued and
outstanding, which are held of record by approximately 38 holders. As of the
date of this prospectus, there are 625,000 shares of preferred stock outstanding
held by one shareholder.

COMMON STOCK

         Holders of our common stock are entitled to one vote for each share on
all matters submitted to a shareholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally available
funds. In the event of our liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate in all assets that remain
after payment of liabilities and after providing for each class of stock, if
any, having preference over the common stock.

         Holders of our common stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions for the common
stock. The rights of the holders of common stock are subject to any rights


                                       11

<PAGE>
that may be fixed for holders of preferred stock, when and if any preferred
stock is authorized and issued. All outstanding shares of common stock are, and
the shares underlying all option and warrants will be, duly authorized, validly
issued, fully paid an non- assessable upon our issuance of these shares.

PREFERRED STOCK

         We are authorized to issue up to 5,000,000 shares of preferred stock
from time to time, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions as are determined by our
board of directors. We have issued 625,000 shares of Series A preferred stock as
of the date of this registration statement.

TRANSFER AGENT AND REGISTRAR

         The transfer agent for our common stock is Florida Atlantic Stock
Transfer, Inc. Its address is 7130 Nob Hill Road, Tamarac, Florida 33321, and
its telephone number is (954) 726-4954.

REPORTS TO SECURITY HOLDERS

         We intend to furnish our stockholders with annual reports containing
audited financial statements. We may disseminate such other unaudited interim
reports to security holders as we deem appropriate.

                                  LEGAL MATTERS

         The validity of the securities offered under the options described in
this registration statement will be passed upon for us by Atlas Pearlman, P.A.,
350 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. That
firm owns 50,000 shares of common stock and options to purchase 50,000 shares of
common stock.

                                     EXPERTS

         The consolidated financial statements as of December 31, 2000, and for
the year ended December 31, 2000, incorporated by reference in this prospectus
and registration statement have been audited by Weinberg & Company, P.A.,
independent auditors, as set forth in their report thereon appearing elsewhere
in this prospectus, and are included in reliance upon this report given on the
authority of Weinberg & Company, P.A. as experts in auditing and accounting.

                                 INDEMNIFICATION

         The Florida Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of Florida
corporations. The Company's Articles of Incorporation (the "Articles") and


                                       12

<PAGE>
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act.

         The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for the best
interests of the Company in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the act and is therefore unenforceable.



                                       13

<PAGE>
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o       Registration Statement on Form SB-2 filed on December 24, 2001;

         o       Registration Statement on Form SB-2 filed on February 4, 2002;

         o       Current Report on Form 8-K filed on January 29, 2002 and
                 Amended on February 6, 2002;

         o       Quarterly Report as amended on Form 10-QSB for the quarter
                 ended September 30, 2001, filed on January 18, 2002;

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, CyberAds, Inc., 4401 North
Federal Highway, Boca Raton, FL 33431.



                                       14

<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
-------  --------------------------------------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------  -----------------------------------------

         The Florida Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of Florida
corporations. The Company's Articles of Incorporation (the "Articles") and
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act.

         The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for the best
interests of the Company in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
-------  -----------------------------------

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to Sense and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.



                                       15

<PAGE>
ITEM 8.  EXHIBITS
-------  --------

  5.1    Opinion of Atlas Pearlman, P.A. as to the legality of the issuance of
         the securities
 10.1    Marketing Consulting Agreement with Steven M. Krause
 23.1    Consent of Independent Certified Public Accountants.
 23.2    Consent of Atlas Pearlman, P.A. is included in their opinion referred
         to in Exhibit 5.1 above.
--------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS
-------  ------------

         The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  a. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or n the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  c. To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the


                                       16

<PAGE>
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




                                       17

<PAGE>
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Boca Raton, Florida on February 20, 2002.

                                                  CYBERADS, INC.


                                                  By: /s/ Lawrence Levinson
                                                  -------------------------
                                                  Lawrence Levinson
                                                  Chairman, Principal Executive
                                                  Officer, Secretary


         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
        SIGNATURE                                 TITLE                                      DATE
        ---------                                 -----                                      ----
<S>                                         <C>                                         <C>
/s/ Lawrence Levinson                       Chairman of the Board,                      February 19, 2002
---------------------                       Principal Executive Officer
Lawrence Levinson


/s/ Robert B. Kline                         President, Principal                        February 19, 2002
--------------------                        Accounting and Financial
Robert B. Kline                             Officer, Treasurer, Director



/s/ Robert Modansky                         Director                                    February 19, 2002
-------------------
Robert Modansky


/s/ Michael Zimmerman                       Director                                    February 19, 2002
---------------------
Michael Zimmerman
</TABLE>



                                       18
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{"company-data": {"conformed-name": "CYBERADS INC", "cik": "0001121520", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83082", "film-number": "02554399"}, "business-address": {"street1": "3350 NW BOCA RATON BLVD", "street2": "SUITE A44", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "mail-address": {"street1": "3350 N W BOCA BLVD STE A-44", "city": "BOCA RATON", "state": "FL", "zip": "33431"}}
As filed with the Securities and Exchange Commission on February 20, 2002
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 CYBERADS, INC.
                                 --------------
               (Exact name of issuer as specified in its charter)

                 Florida                                    65-1000634
                 -------                                    ----------
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                 4401 North Federal Highway Boca Raton, FL 33431
                 -----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             ----------------------

                         MARKETING CONSULTING AGREEMENT
                              WITH STEVEN M. KRAUSE
                            (Full title of the plan)

                             ----------------------

                         Mr. Lawrence Levinson President
                                 CYBERADS, INC.
                           4401 North Federal Highway
                              Boca Raton, FL 33431
                     (Name and address of agent for service)

                                    COPY TO:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
CALCULATION OF REGISTRATION FEE

====================================================================================================
                                                       Proposed          Proposed
                                                       maximum           maximum
                                                       offering          aggregate      Amount of
Title of securities                 Amount to be       price per         offering       registration
to be registered                    registered         share             price          fee
====================================================================================================
COMPENSATORY STOCK ISSUED TO
  SELLING SECURITYHOLDERS

Common Stock, $0.001
par value per share(1)              200,000            $1.80             $360,000       $34.00

Common Stock, $0.001
par value per share(2)              500,000            $0.60             $300,000       $28.00

Common Stock, $0.001
par value per share(2)              200,000            $0.80             $160,000       $15.00
                                                                                        ------
                                                                                        $77.00
                                                                                        ======
-----------------
(1)      Calculated in accordance with Rule 457 based upon the not less than
         average of the closing bid and asked prices on February 19, 2002.

(2)      Calculated in accordance with Rule 457 based upon the price at which
         outstanding options are exercisable.

                                        2
PROSPECTUS

                                 CYBERADS, INC.

                         900,000 SHARES OF COMMON STOCK

         This prospectus forms a part of a registration statement which
registers an aggregate of 900,000 shares of common stock, including 700,000
shares of common stock underlying options, which are collectively referred to as
the "Shares", of CyberAds, Inc. ("CyberAds", "Company", "we", "us" or "our").
The Shares have been or will be issued to Mr. Steven M. Krause, a consultant to
the Company, pursuant to a Marketing Consulting Agreement dated November 29,
2001. Mr. Krause is sometimes referred to as the "selling securityholder." The
selling securityholder may sell all or a portion of the Shares from time to time
in the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices. We will not receive any proceeds from sales of Shares
by the selling securityholder.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                             ---------------------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                             ---------------------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is February 20, 2002

                                        3
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o      Registration Statement on Form SB-2 filed on December 24, 2001;

         o      Registration Statement on Form SB-2 filed on February 4, 2002;

         o      Current Report on Form 8-K filed on January 29, 2002 and
                Amended on February 6, 2002;

         o      Quarterly Report as amended on Form 10-QSB for the quarter
                ended September 30, 2001, filed on January 18, 2002;

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference

                                        4
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, CyberAds, Inc., 4401 North
Federal Highway, Boca Raton, FL 33431.

                                   THE COMPANY

         THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

ADDITIONAL FACTORS THAT MAY AFFECT OPERATING RESULTS

         In evaluating us, the following risk factors should be considered:

                                  RISK FACTORS

WE HAVE DEPENDED HEAVILY ON OUR AGREEMENTS WITH BECK MANAGEMENT, INC., AMERICAN
CELLULAR, INC. AND GT GLOBAL COMMUNICATIONS, INC. AND THESE AGREEMENTS MAY BE
TERMINATED WITHOUT CAUSE OR PENALTY.

         From January 1, 2001 through the period ended September 30, 2001, we
derived the majority of our revenues through agreements with Beck Management,
Inc. (approximately 6%) American Cellular, Inc. (approximately 49%) and GT
Global Communications, Inc (approximately 23%). These companies enable us to
offer cellular telephone services and products. The agreements with American
Cellular and GT Global are not for a determined length of time and may be
terminated without notice or penalty. Our agreement with Beck Management is
terminable upon 30 days notice without cause. If, for any reason, these
agreements are terminated, our business will be detrimentally affected.

                                        5
WE HAVE ONLY RECENTLY ENTERED INTO DIRECT CONTRACTUAL AGREEMENTS WITH CELLULAR
PHONE CARRIERS AND HISTORICALLY HAVE RELIED ON AGREEMENTS WITH THIRD PARTIES TO
ACCESS CARRIER SERVICE.

         Historically we have relied on Beck Management's, American Cellular's
and GT Global's agreements with cellular phone carriers. Excluding a related
party interest in American Cellular, we have no control over the relationships
between these third parties and cellular phone carriers. If these relationships
deteriorate, our business may be negatively affected.

OUR LIMITED OPERATING HISTORY AND RECENT CHANGE IN STRATEGY MAKES IT DIFFICULT
TO EVALUATE OUR BUSINESS AND PROSPECTS.

         We were recently organized, and only recently focused our strategy on
our cellular phone services. Accordingly, investors will have limited
information about CyberAds with which to evaluate our business, strategies and
performance and an investment in our company. We cannot assure you that our
current business strategy will enable us to achieve profitable operations.

WE HAVE RECEIVED ONLY LIMITED REVENUES FROM OUR INCEPTION TO SEPTEMBER 30, 2001,
HAVE HISTORICALLY LACKED WORKING CAPITAL AND HAVE INCURRED SIGNIFICANT NET
LOSSES SINCE INCEPTION.

         Our total revenues for the year ended December 31, 2000 were $47,548.
While our revenues have increased for the nine months ended September 30, 2001,
we have incurred net losses of $976,538 during this period. From inception
(April 2000) through December 31, 2000, we incurred a net loss of $613,055 and
losses may continue through the fiscal year ending December 31, 2001. While we
have recently received additional working capital through a third party loan and
have increased revenues, we have historically lacked working capital, which is
essential to the growth and development of our business.

WE FACE INTENSE COMPETITION WITHIN THE CELLULAR PHONE MARKETING AND SALES
INDUSTRY FROM COMPETITORS WITH SIGNIFICANTLY MORE RESOURCES THAN OUR COMPANY.

         Our competition within the cellular phone marketing and sales industry
is intense. The market for cellular phone marketing services is characterized by
intense price competition. We compete with numerous well-established retailers,
carriers, wholesale distributors and suppliers of cellular products and
services, including AT&T, MCI/Sprint and SunCom.

DUE TO A STIPULATED FINAL JUDGMENT AND ORDER FOR PERMANENT INJUNCTION AND OTHER
EQUITABLE RELIEF BY THE FEDERAL TRADE COMMISSION ENTERED INTO BY OUR CHIEF
EXECUTIVE OFFICER, WE MAY BE PREVENTED FROM LISTING OUR SECURITIES ON THE NASDAQ
STOCK MARKET OR OTHER EXCHANGE OR SELF- REGULATORY ORGANIZATION.

         In March 2000, Larry Levinson, two of his family members and several
companies in which he was a principal, entered into a settlement with the
Federal Trade Commission under which a stipulated final judgment and order for
permanent injunction and other equitable relief was issued.

                                        6
Under this injunction Mr. Levinson (our principal shareholder, chief executive
and director), his family members, Crown Communication Concepts and Investments,
Inc., Crown Communications Two, Inc., and Global Collections, Inc. agreed to
individually pay fines of $210,000. In addition, they collectively agreed to
forgive approximately $36,000,000 in unpaid charges for services billed. Mr.
Levinson, his family members, and the companies were also prohibited from
violating the Federal Trade Commission's pay-per-call rule or making
misrepresentations about their audio text services or telephone billed
transactions in the future.

         Crown Communications Two provided adult entertainment programs over the
telephone. Consumers were charged per call made to the program and time of the
overall call to the program. According to the Federal Trade Commission's
complaint, Crown Communications Two charged consumers through their telephone
bills for a variety of collect calls or other long distance calls that the
consumers did not make. Crown Communications Two allegedly collected consumers'
phone numbers using a "caller I.D." type system when consumers responded to one
of Crown Communication Two's advertisements via a toll free number. According to
the Federal Trade Commission, Crown Communications Two then used the "captured"
number of the incoming call to insert unauthorized charges on the consumers'
phone bills. The final judgement did not constitute any admission of guilt, nor
an admission that any Federal Trade Commission violations were committed.

         This injunction may prevent the listing of our securities on the Nasdaq
Stock Market or any other national exchange since most self regulatory
organizations have the ability to deny the listing of a company's securities due
to the personal history of an officer, director or principal shareholder of a
company. If we are not able to list our securities on the Nasdaq or other
exchange, the market for our common stock will be significantly limited, and
investors may find it difficult to dispose of our common stock or find accurate
market information for our securities.

OUR FINANCIAL STATEMENTS HAVE BEEN PREPARED ASSUMING THAT WE WILL CONTINUE AS A
GOING CONCERN AND RAISE SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN WHICH MAY DISCOURAGE INVESTORS FROM INVESTING IN US.

         The auditor's report on CyberAds' 2000 financial statements states that
CyberAds has suffered losses from operations, has a cash deficiency from
operations and is experiencing operating losses that raise substantial doubt
about our ability to continue as a going concern. We continue to explore the
possibility of raising funds through available sources which include equity and
debt markets. We are not certain that we will be successful at raising funds
through any sources as a result of our auditors' report in the event we are
unable to generate sufficient revenues to develop and maintain operations.

                                        7
THERE IS PRESENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND A MARKET MAY
NEVER DEVELOP.

         Prior to this offering there is a limited public market for our common
stock. An active public market for our securities may never exist and as a
result investors may never be able to sell shares or may only be able to sell
shares at a significant loss.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE UNITS, INCLUDING THE RISK FACTORS DISCUSSED ABOVE.

              MARKETING CONSULTING AGREEMENT WITH STEVEN M. KRAUSE
              ----------------------------------------------------

GENERAL

         On November 29, 2001, CyberAds entered into a Marketing Consulting
Agreement with Steven M. Krause. The services to be rendered by the Consultant
consists of various advisory and consulting services concerning product
expansion and retrenchment, marketing consulting, strategic planning,
introductions to telecommunications carriers and related organizations,
evaluation and survey of the Company's products and services in order to
maintain market share and market penetration, and review and advice to the
Company regarding its overall progress, needs and condition. At the present
time, the Consultant has already introduced CyberAds to one major carrier, and
additional introductions are being evaluated. The agreement commenced on
November 29, 2001 and will continue for a term of 12 months unless extended. In
consideration for current and prospective services, CyberAds has agreed to issue
to the Consultant 200,000 shares of its common stock, options to purchase
500,000 shares of common stock exercisable at $0.60 per share for a two- year
term and options to purchase 200,000 shares of common stock exercisable at $.80
per share for a two-year term.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2001.
It does not purport to be a complete description of the federal income tax
consequences of the issuance, nor does it describe the consequences of state,
local or foreign tax laws which may be applicable.

         In connection with the issuance of Shares as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." In
respect to the holder of options, the option holder does not recognize ordinary
income generally at the date of the grant of the option, but recognizes ordinary
income generally at the date of exercise in the amount of the difference between
the option exercise price and the fair market value of the common stock on the
date of exercise. A substantial risk of forfeiture exists where rights and
property that have been transferred are conditioned, directly or indirectly,

                                        8
upon the future performance (or refraining from performance) of substantial
services by any person, or the occurrence of a condition related to the purpose
of the transfer, and the possibility of forfeiture is substantial if such
condition is not satisfied. Shares received by a person who is subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 is considered subject to a substantial risk of forfeiture so long as the
sale of such property at a profit could subject the stockholder to suit under
that section. The rights of the recipient are treated as transferable if and
when the recipient can sell, assign, pledge or otherwise transfer any interest
in the Shares to any person. Inasmuch as the recipient would not be subject to
the short swing profit recovery rule of Section 16(b) of the Securities Exchange
Act of 1934 and the Shares, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the Shares received once the conditions to
receipt of the Shares are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                         SALES BY SELLING SECURITYHOLDER

         The following table sets forth

         o         the name of the selling securityholder,

         o         the amount of shares of common stock held directly or
                   indirectly,

         o         the maximum amount of shares of common stock to be offered
                   by the selling securityholder,

         o         the amount of common stock to be owned by the selling
                   securityholder following sale of the shares of common stock,
                   and

         o         the percentage of shares of common stock to be owned by the
                   selling securityholder following completion of such offering.

                                        9
Percentage
                                                             Shares to be       to be Owned
Name of Selling           Number of          Shares to        Owned After          After
Securityholder          Shares Owned        be Offered         Offering           Offering
---------------         ------------        ----------       ------------       -----------
Steven M. Krause          900,000            900,000             0                   _
The Shares to be sold includes 700,000 shares of Common Stock
underlying options.

                              PLAN OF DISTRIBUTION

         The Shares covered by this prospectus may be distributed from time to
time by the selling securityholder in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholder in connection with sales of securities.

         The selling securityholder may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time- to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by the selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

        o         through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

                                       10
Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholder
may arrange for other brokers or dealers to participate. The selling
securityholder and others through whom such securities are sold may be
"underwriters" within the meaning of the Securities Act for the securities
offered, and any profits realized or commission received may be considered
underwriting compensation.

         At the time a particular offer of the securities is made by or on
behalf of the selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholder, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholder that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have also told the selling securityholder
of the need for delivery of copies of this prospectus in connection with any
sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholder or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

         Our authorized capital stock consists of 50,000,000 shares of common
stock, $.001 par value per share and 5,000,000 shares of blank check preferred
stock, $.001 par value. No shares of preferred stock are outstanding. As of
December 31, 2001, there are 13,584,777 shares of common stock issued and
outstanding, which are held of record by approximately 38 holders. As of the
date of this prospectus, there are 625,000 shares of preferred stock outstanding
held by one shareholder.

COMMON STOCK

         Holders of our common stock are entitled to one vote for each share on
all matters submitted to a shareholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally available
funds. In the event of our liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate in all assets that remain
after payment of liabilities and after providing for each class of stock, if
any, having preference over the common stock.

         Holders of our common stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions for the common
stock. The rights of the holders of common stock are subject to any rights

                                       11
that may be fixed for holders of preferred stock, when and if any preferred
stock is authorized and issued. All outstanding shares of common stock are, and
the shares underlying all option and warrants will be, duly authorized, validly
issued, fully paid an non- assessable upon our issuance of these shares.

PREFERRED STOCK

         We are authorized to issue up to 5,000,000 shares of preferred stock
from time to time, with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions as are determined by our
board of directors. We have issued 625,000 shares of Series A preferred stock as
of the date of this registration statement.

TRANSFER AGENT AND REGISTRAR

         The transfer agent for our common stock is Florida Atlantic Stock
Transfer, Inc. Its address is 7130 Nob Hill Road, Tamarac, Florida 33321, and
its telephone number is (954) 726-4954.

REPORTS TO SECURITY HOLDERS

         We intend to furnish our stockholders with annual reports containing
audited financial statements. We may disseminate such other unaudited interim
reports to security holders as we deem appropriate.

                                  LEGAL MATTERS

         The validity of the securities offered under the options described in
this registration statement will be passed upon for us by Atlas Pearlman, P.A.,
350 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. That
firm owns 50,000 shares of common stock and options to purchase 50,000 shares of
common stock.

                                     EXPERTS

         The consolidated financial statements as of December 31, 2000, and for
the year ended December 31, 2000, incorporated by reference in this prospectus
and registration statement have been audited by Weinberg & Company, P.A.,
independent auditors, as set forth in their report thereon appearing elsewhere
in this prospectus, and are included in reliance upon this report given on the
authority of Weinberg & Company, P.A. as experts in auditing and accounting.

                                 INDEMNIFICATION

         The Florida Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of Florida
corporations. The Company's Articles of Incorporation (the "Articles") and

                                       12
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act.

         The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for the best
interests of the Company in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the act and is therefore unenforceable.

                                       13
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
-------  ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o       Registration Statement on Form SB-2 filed on December 24, 2001;

         o       Registration Statement on Form SB-2 filed on February 4, 2002;

         o       Current Report on Form 8-K filed on January 29, 2002 and
                 Amended on February 6, 2002;

         o       Quarterly Report as amended on Form 10-QSB for the quarter
                 ended September 30, 2001, filed on January 18, 2002;

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, CyberAds, Inc., 4401 North
Federal Highway, Boca Raton, FL 33431.

                                       14
ITEM 4.  DESCRIPTION OF SECURITIES
-------  -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
-------  --------------------------------------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------  -----------------------------------------

         The Florida Business Corporation Act (the "Corporation Act") permits
the indemnification of directors, employees, officers and agents of Florida
corporations. The Company's Articles of Incorporation (the "Articles") and
Bylaws provide that the Company shall indemnify its directors and officers to
the fullest extent permitted by the Corporation Act.

         The provisions of the Corporation Act that authorize indemnification do
not eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution and (d) willful misconduct or conscious disregard for the best
interests of the Company in a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the Federal securities laws.

         The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
-------  -----------------------------------

         Inasmuch as the recipient of the Shares was knowledgeable and
sophisticated, had access to relevant information pertaining to Sense and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.

                                       15
ITEM 8.  EXHIBITS
-------  --------

  5.1    Opinion of Atlas Pearlman, P.A. as to the legality of the issuance of
         the securities
 10.1    Marketing Consulting Agreement with Steven M. Krause
 23.1    Consent of Independent Certified Public Accountants.
 23.2    Consent of Atlas Pearlman, P.A. is included in their opinion referred
         to in Exhibit 5.1 above.
--------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS
-------  ------------

         The undersigned registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  a. To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or n the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  c. To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the

                                       16
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against such liabilities (other than the payment by the registrant in the
successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       17
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Boca Raton, Florida on February 20, 2002.

                                                  CYBERADS, INC.

                                                  By: /s/ Lawrence Levinson
                                                  -------------------------
                                                  Lawrence Levinson
                                                  Chairman, Principal Executive
                                                  Officer, Secretary

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                 TITLE                                      DATE
        ---------                                 -----                                      ----
/s/ Lawrence Levinson                       Chairman of the Board,                      February 19, 2002
---------------------                       Principal Executive Officer
Lawrence Levinson

/s/ Robert B. Kline                         President, Principal                        February 19, 2002
--------------------                        Accounting and Financial
Robert B. Kline                             Officer, Treasurer, Director

/s/ Robert Modansky                         Director                                    February 19, 2002
-------------------
Robert Modansky

/s/ Michael Zimmerman                       Director                                    February 19, 2002
---------------------
Michael Zimmerman
18