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
                            Compensation to Walter Tatum
                              (Full title of the plan)
  
  
                                    Walter Tatum
                                   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 Yamhil, Suite 600
                               Portland, Oregon 97204
                                   (503) 241-0780
  
  <TABLE>
  <CAPTION>
                           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)
  <S>                   <C>                <C>               <C>                <C>
  Common Stock,
  par value $0.001       5,000,000          $0.16             $800,000           $94.25
  per share                shares
  </TABLE>
  
  
  <PAGE>
  (1) This filing registers 5,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"). Of the total being registered,
  4,000,000 shares will be reserved for additional issuance pursuant to the
  registrant's 2005 Compensation Plan for consultants and advisers and 1,000,000
  will be issued to the registrant's President Walter Tatum for unpaid
  compensation.
  
  (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 February 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,
               2003, 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, specifically the quarterly report on Form
               10Q-SB for the quarter ended September 30, 2004.
  
           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
                proceed ing) 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.
  
  
                                     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 February 14, 2005.
  
  CYBERADS, INC.
  
  
  By:      /s/ WALTER TATUM
           ----------------------------------
           Walter Tatum
           President
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Walter Tatum, 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/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
  Walter Tatum
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
  Walter Tatum
  
  
  Directors:
  
  
  /s/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
   Walter Tatum
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                      Exhibit                           Page
  --------------                          -------                           ----
  4.2                                      Bylaws                            *
                                  (relevant portions only)
  
  5.1                       Opinion of Robert C. Laskowski, Esq.             8
                                    (regarding legality)
  
  23.1                      Consent of Robert C. Laskowski, Esq.             8
                                 (included in Exhibit 5.1)
  
  
  23.2                       Consent of Timothy L. Steers, CPA, LLC          9
  
  24.1                               Power of Attorney                       5
                        (see page 5 of this registration statement)
  
  (1)  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
   *   Filed previously; filed here by reference.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s850215.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13603}]
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": "333-122852", "film-number": "05619699"}, "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
                            Compensation to Walter Tatum
                              (Full title of the plan)
  
                                    Walter Tatum
                                   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 Yamhil, 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          $0.16             $800,000           $94.25
  per share                shares
  (1) This filing registers 5,000,000 shares of registrant's common stock, par
  value $0.001 per share (the "Common Stock"). Of the total being registered,
  4,000,000 shares will be reserved for additional issuance pursuant to the
  registrant's 2005 Compensation Plan for consultants and advisers and 1,000,000
  will be issued to the registrant's President Walter Tatum for unpaid
  compensation.
  
  (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 February 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,
               2003, 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, specifically the quarterly report on Form
               10Q-SB for the quarter ended September 30, 2004.
  
           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
                proceed ing) 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.
  
                                     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 February 14, 2005.
  
  CYBERADS, INC.
  
  By:      /s/ WALTER TATUM
           ----------------------------------
           Walter Tatum
           President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Walter Tatum, 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/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
  Walter Tatum
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
  Walter Tatum
  
  Directors:
  
  /s/ WALTER TATUM                                     February 14, 2005
  ----------------------------------
   Walter Tatum
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                      Exhibit                           Page
  --------------                          -------                           ----
  4.2                                      Bylaws                            *
                                  (relevant portions only)
  
  5.1                       Opinion of Robert C. Laskowski, Esq.             8
                                    (regarding legality)
  
  23.1                      Consent of Robert C. Laskowski, Esq.             8
                                 (included in Exhibit 5.1)
  
  23.2                       Consent of Timothy L. Steers, CPA, LLC          9
  
  24.1                               Power of Attorney                       5
                        (see page 5 of this registration statement)
  
  (1)  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
   *   Filed previously; filed here by reference.
  
                                        -7-