content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                                   CYBERADS, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
             Florida                                      65-1000634
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  
  
  370 Amapola Ave. # 202, Torrance, California                           90501
    (Address of Principal Executive Offices)                          (Zip Code)
  
  
  
                   Consultants and Advisers 2005 Compensation Plan
                         Officers and Directors Compensation
                              (Full title of the plan)
  
  
                                    Jeff Criswell
                                   Cyberads, Inc.
                  370 Amapola Ave. #202, Torrance, California 90501
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                                   (503) 241-0780
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------------------------------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  --------------------------------------------------------------------------------------------------------------
  <S>                     <C>                    <C>                      <C>                     <C>
  Common Stock,
  par value $0.001             5,000,000               $0.14                    $700,000              $82.40
  per share                      shares
  --------------------------------------------------------------------------------------------------------------
  </TABLE>
  <PAGE>
  
  (1)  This filing  registers  5,000,000 shares of the Company's common stock, par
  value $0.001 per share (the "Common  Stock"),reserved  for issuance  pursuant to
  the  Company's  2005  Compensation  Plan for  consultants  and  advisers and for
  compensation for officers and directors.
  
  (2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over-the-counter market on June 14, 2005.
  
  (3)  Calculated in accordance  with Section 6(b) of the  Securities Act of 1933,
  as amended (the "Act"),  and  Securities  and Exchange  Commission  ("SEC") Rule
  457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2004 and the Company's quarterly report on Form 10-QSB for
                    the period  ended March 31,  2005,  filed  pursuant to Section
                    13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                    amended (the "Exchange Act");
  
           (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                    the  Exchange  Act  since the end of the year  covered  by the
                    annual report referred to in (a) above.
  
           All documents  filed by the Company  subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections  13(a),  13(c), 14 and 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 date of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  
  
  
  
  
  
  
  
                                         -2-
  
  <PAGE>
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Florida Business  Corporation Act  ("Corporation  Act") permits the
  indemnification of directors,  officers employees and agents of the Company. The
  Company's  Articles of  Incorporation  and Bylaws provide that the Company shall
  indemnify  its officers and  directors  to the fullest  extent  permitted by the
  Corporation   Act.  An  officer  or  director  is  generally   not  entitled  to
  indemnification:  (i)  in  connection  with  any  proceeding  charging  improper
  personal  benefit to the officer or director in which the officer or director is
  adjudged liable on the basis that personal benefit was improperly  received;  or
  (ii) in connection with any proceeding initiated by such person against Company,
  its directors, officers, employees, or other agents.
  
           Insofar  as the  indemnification  for  liabilities  arising  under  the
  Securities  Act of 1933 ("Act") is permitted to directors,  officers and persons
  controlling the Company pursuant 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.
  
           Not applicable
  
  Item 8.  Exhibits.
  
           The exhibits  listed in the index to exhibits,  which appears on page 7
  hereof, are filed as part of this registration statement.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -3-
  
  <PAGE>
  Item 9.  Undertakings.
  
           A.       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 Act;
  
                             (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  thereto)
                                      which,  individually  or in  the  aggregate,
                                      represent  a   fundamental   change  in  the
                                      information  set  forth in the  registration
                                      statement;
  
                             (c)      To include  any  material  information  with
                                      respect  to the  plan  of  distribution  not
                                      previously  disclosed  in  the  registration
                                      state  ment or any  material  change to such
                                      information in the regis tration statement;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the regis trant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That,  for the purpose of  determining  any liability
                             under  the Act,  each such  post-effective  amendment
                             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.
  
                    (3)      To   remove   from   registration   by   means  of  a
                             post-effective  amendment any of the securities being
                             registered which remain unsold at the term ination of
                             the offering.
  
           B.       The  undersigned   registrant   hereby  undertakes  that,  for
                    purposes of  determining  any  liability  under the Act,  each
                    filing of the  registrant's  annual report pursuant to Section
                    13(a)  or  Section  15(d)  of the  Exchange  Act  (and,  where
                    applicable,  each filing of an employee  benefit plan's annual
                    report  pursuant to Section 15(d) of the Exchange Act) 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.
  
           C.       Insofar as indemnification  for liabilities  arising under the
                    Act may be permitted to directors,  officers,  and controlling
                    persons of the  registrant  pursuant  to the  above-referenced
                    provisions, or otherwise, the registrant has been advised that
  
                                         -4-
  
  <PAGE>
                    in the  opinion  of the SEC such  indemnification  is  against
                    public  policy  as  expressed  in the Act  and is,  therefore,
                    unenforceable.  In the event that a claim for  indemnification
                    against  such  liabilities  (other  than  the  payment  by the
                    registrant  of  expenses  incurred  or  paid  by  a  director,
                    officer,  or  controlling  person  of  the  registrant  in the
                    successful  defense of any action,  suit,  or pro  ceeding) is
                    asserted by such director,  officer,  or controlling person in
                    connec  tion  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
                    indemni  fication by it is against  public policy as expressed
                    in the Act and will be governed by the final  adjudication  of
                    such issue.
  
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the Act, 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 has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Torrance, California, on June 14, 2005.
  
  CYBERADS, INC.
  
  
  By:      /s/ JEFF CRISWELL
           ----------------------------------
           Jeff Criswell
           President
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below  hereby  constitutes  and  appoints  Jeff  Criswell as his true and lawful
  attorney-in-fact  and agent,  with full power of substitution  for him or her in
  any and all  capacities,  to sign  any  and  all  amendments  or  post-effective
  amendments  to this  registration  statement,  and to file  the  same,  with all
  exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
  granting  unto each such  attorney and agent full power and  authority to do any
  and all acts and things  necessary or advisable in connection with such matters,
  and hereby  ratifying and confirming  all that each such attorney and agent,  or
  his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the  requirements of the Act, this  registration  statement
  has been signed by the following  persons in the  capacities  and on the date(s)
  indicated:
  
  
                                         -5-
  
  <PAGE>
  Principal Executive Officer and Director             Date:
  
  /s/ JEFF CRISWELL                                    June 14, 2005
  ----------------------------------
  Jeff Criswell
  President
  
  Principal Financial Officer, Treasurer and
  Director
  
  /s/ WALTER TATUM                                     June 14, 2005
  ----------------------------------
  Walter Tatum
  
  
  Directors:
  
  /s/ WALTER TATUM                                     June 14, 2005
  ----------------------------------
   Walter Tatum
  
  
  /s/ JEFF CRISWELL                                    June 14, 2005
  ----------------------------------
  Jeff Criswell
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                  Exhibit                                Page
  --------------                      -------                                ----
  
  5.1                   Opinion of Robert C. Laskowski, Esq.                  7
                                (regarding legality)
  
  23.1                  Consent of Robert C. Laskowski, Esq.                  7
                             (included in Exhibit 5.1)
  
  23.2                   Consent of Timothy L. Steers, CPA, LLC               8
  
  24.1                           Power of Attorney                            5
                    (see page 6 of this registration statement)
  
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
                                    June 14, 2005
  
  To the Board of Directors
  Cyberads, Inc.
  
  Gentlemen:
  
           We have acted as counsel for Cyberads, Inc. ("Company") in connection
  with the preparation and filing of a Registration Statement on Form S-8 under
  the Securities Act of 1933, as amended, covering 5,000,000 shares of Company's
  Common Stock, par value $0.001 per share (the "Shares"), issuable pursuant to
  the Company's Consultants and Advisers 2005 Compensation Plan for compensation
  to officers and directors. We have reviewed the corporate action of Company in
  connection with this matter and have examined and relied upon such documents,
  corporate records, and other evidence as we have deemed necessary for the
  purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non- assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                              Very truly yours,
  
                                              /s/ ROBERT C. LASKOWSKI
  
                                         -7-
  
  <PAGE>
  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  We consent to the incorporation by reference in the Registration Statement (Form
  S-8) for the registration of 5,000,000 shares of common stock of Cyberads, Inc.
  of our report dated April 7, 2005 with respect to the consolidated financial
  statements included in its Annual Report (Form 10-KSB) for the year ended
  December 31, 2004, filed with the US Securities and Exchange Commission.
  
                                              /s/ TIMOTHY L. STEERS, CPA, LLC
  Portland, OR
  June 15, 2005
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s8-50615.txt", "secsgml_size_bytes": 17262}]
metadata_filer: {"company-data": {"conformed-name": "CYBERADS INC", "cik": "0001121520", "assigned-sic": "7389", "irs-number": "651000634", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125837", "film-number": "05898139"}, "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"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   CYBERADS, INC.
               (Exact name of registrant as specified in its charter)
  
             Florida                                      65-1000634
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  370 Amapola Ave. # 202, Torrance, California                           90501
    (Address of Principal Executive Offices)                          (Zip Code)
  
                   Consultants and Advisers 2005 Compensation Plan
                         Officers and Directors Compensation
                              (Full title of the plan)
  
                                    Jeff Criswell
                                   Cyberads, Inc.
                  370 Amapola Ave. #202, Torrance, California 90501
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                                   (503) 241-0780
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  --------------------------------------------------------------------------------------------------------------
  Common Stock,
  par value $0.001             5,000,000               $0.14                    $700,000              $82.40
  per share                      shares
  --------------------------------------------------------------------------------------------------------------
  (1)  This filing  registers  5,000,000 shares of the Company's common stock, par
  value $0.001 per share (the "Common  Stock"),reserved  for issuance  pursuant to
  the  Company's  2005  Compensation  Plan for  consultants  and  advisers and for
  compensation for officers and directors.
  
  (2)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over-the-counter market on June 14, 2005.
  
  (3)  Calculated in accordance  with Section 6(b) of the  Securities Act of 1933,
  as amended (the "Act"),  and  Securities  and Exchange  Commission  ("SEC") Rule
  457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2004 and the Company's quarterly report on Form 10-QSB for
                    the period  ended March 31,  2005,  filed  pursuant to Section
                    13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                    amended (the "Exchange Act");
  
           (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                    the  Exchange  Act  since the end of the year  covered  by the
                    annual report referred to in (a) above.
  
           All documents  filed by the Company  subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections  13(a),  13(c), 14 and 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 date of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
                                         -2-
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Florida Business  Corporation Act  ("Corporation  Act") permits the
  indemnification of directors,  officers employees and agents of the Company. The
  Company's  Articles of  Incorporation  and Bylaws provide that the Company shall
  indemnify  its officers and  directors  to the fullest  extent  permitted by the
  Corporation   Act.  An  officer  or  director  is  generally   not  entitled  to
  indemnification:  (i)  in  connection  with  any  proceeding  charging  improper
  personal  benefit to the officer or director in which the officer or director is
  adjudged liable on the basis that personal benefit was improperly  received;  or
  (ii) in connection with any proceeding initiated by such person against Company,
  its directors, officers, employees, or other agents.
  
           Insofar  as the  indemnification  for  liabilities  arising  under  the
  Securities  Act of 1933 ("Act") is permitted to directors,  officers and persons
  controlling the Company pursuant 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.
  
           Not applicable
  
  Item 8.  Exhibits.
  
           The exhibits  listed in the index to exhibits,  which appears on page 7
  hereof, are filed as part of this registration statement.
  
                                         -3-
  Item 9.  Undertakings.
  
           A.       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 Act;
  
                             (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  thereto)
                                      which,  individually  or in  the  aggregate,
                                      represent  a   fundamental   change  in  the
                                      information  set  forth in the  registration
                                      statement;
  
                             (c)      To include  any  material  information  with
                                      respect  to the  plan  of  distribution  not
                                      previously  disclosed  in  the  registration
                                      state  ment or any  material  change to such
                                      information in the regis tration statement;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the regis trant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That,  for the purpose of  determining  any liability
                             under  the Act,  each such  post-effective  amendment
                             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.
  
                    (3)      To   remove   from   registration   by   means  of  a
                             post-effective  amendment any of the securities being
                             registered which remain unsold at the term ination of
                             the offering.
  
           B.       The  undersigned   registrant   hereby  undertakes  that,  for
                    purposes of  determining  any  liability  under the Act,  each
                    filing of the  registrant's  annual report pursuant to Section
                    13(a)  or  Section  15(d)  of the  Exchange  Act  (and,  where
                    applicable,  each filing of an employee  benefit plan's annual
                    report  pursuant to Section 15(d) of the Exchange Act) 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.
  
           C.       Insofar as indemnification  for liabilities  arising under the
                    Act may be permitted to directors,  officers,  and controlling
                    persons of the  registrant  pursuant  to the  above-referenced
                    provisions, or otherwise, the registrant has been advised that
  
                                         -4-
  in the  opinion  of the SEC such  indemnification  is  against
                    public  policy  as  expressed  in the Act  and is,  therefore,
                    unenforceable.  In the event that a claim for  indemnification
                    against  such  liabilities  (other  than  the  payment  by the
                    registrant  of  expenses  incurred  or  paid  by  a  director,
                    officer,  or  controlling  person  of  the  registrant  in the
                    successful  defense of any action,  suit,  or pro  ceeding) is
                    asserted by such director,  officer,  or controlling person in
                    connec  tion  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
                    indemni  fication by it is against  public policy as expressed
                    in the Act and will be governed by the final  adjudication  of
                    such issue.
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the Act, 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 has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Torrance, California, on June 14, 2005.
  
  CYBERADS, INC.
  
  By:      /s/ JEFF CRISWELL
           ----------------------------------
           Jeff Criswell
           President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below  hereby  constitutes  and  appoints  Jeff  Criswell as his true and lawful
  attorney-in-fact  and agent,  with full power of substitution  for him or her in
  any and all  capacities,  to sign  any  and  all  amendments  or  post-effective
  amendments  to this  registration  statement,  and to file  the  same,  with all
  exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
  granting  unto each such  attorney and agent full power and  authority to do any
  and all acts and things  necessary or advisable in connection with such matters,
  and hereby  ratifying and confirming  all that each such attorney and agent,  or
  his  substitute  or  substitutes,  may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the  requirements of the Act, this  registration  statement
  has been signed by the following  persons in the  capacities  and on the date(s)
  indicated:
  
                                         -5-
  Principal Executive Officer and Director             Date:
  
  /s/ JEFF CRISWELL                                    June 14, 2005
  ----------------------------------
  Jeff Criswell
  President
  
  Principal Financial Officer, Treasurer and
  Director
  
  /s/ WALTER TATUM                                     June 14, 2005
  ----------------------------------
  Walter Tatum
  
  Directors:
  
  /s/ WALTER TATUM                                     June 14, 2005
  ----------------------------------
   Walter Tatum
  
  /s/ JEFF CRISWELL                                    June 14, 2005
  ----------------------------------
  Jeff Criswell
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                  Exhibit                                Page
  --------------                      -------                                ----
  
  5.1                   Opinion of Robert C. Laskowski, Esq.                  7
                                (regarding legality)
  
  23.1                  Consent of Robert C. Laskowski, Esq.                  7
                             (included in Exhibit 5.1)
  
  23.2                   Consent of Timothy L. Steers, CPA, LLC               8
  
  24.1                           Power of Attorney                            5
                    (see page 6 of this registration statement)
  
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
                                    June 14, 2005
  
  To the Board of Directors
  Cyberads, Inc.
  
  Gentlemen:
  
           We have acted as counsel for Cyberads, Inc. ("Company") in connection
  with the preparation and filing of a Registration Statement on Form S-8 under
  the Securities Act of 1933, as amended, covering 5,000,000 shares of Company's
  Common Stock, par value $0.001 per share (the "Shares"), issuable pursuant to
  the Company's Consultants and Advisers 2005 Compensation Plan for compensation
  to officers and directors. We have reviewed the corporate action of Company in
  connection with this matter and have examined and relied upon such documents,
  corporate records, and other evidence as we have deemed necessary for the
  purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non- assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                              Very truly yours,
  
                                              /s/ ROBERT C. LASKOWSKI
  
                                         -7-
  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  We consent to the incorporation by reference in the Registration Statement (Form
  S-8) for the registration of 5,000,000 shares of common stock of Cyberads, Inc.
  of our report dated April 7, 2005 with respect to the consolidated financial
  statements included in its Annual Report (Form 10-KSB) for the year ended
  December 31, 2004, filed with the US Securities and Exchange Commission.
  
                                              /s/ TIMOTHY L. STEERS, CPA, LLC
  Portland, OR
  June 15, 2005
  
                                         -8-