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)
  
  
                   Consulting Agreement with Kenneth D. Owen dated
                                   August 25, 2004
                              (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
                                                          maximum
                                          Proposed       aggregate      Amount of
  Title of securities    Amount to    maximum offering   offering     registration
  to be registered     be registered  price per share      price           fee
                            (1)             (2)             (2)            (3)
  Common Stock,
  par value $0.001       1,000,000         $0.25          $250,000       $31.68
  per share                shares
  <PAGE>
  (1)      This filing registers 1,000,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), reserved for issuance in
  consideration of certain consulting services to be provided to registrant
  ("Company") by Kenneth D. Owen ("Consultant").
  
  (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 August 25, 2004.
  
  (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 June 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 August 25, 2004.
  
  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                                     August 25, 2004
  ----------------------------------
  Walter Tatum
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ Walter Tatum                                     August 25, 2004
  ----------------------------------
  Walter Tatum
  
  
  Directors:
  
  
  /s/ Walter Tatum                                     August 25, 2004
  ----------------------------------
   Walter Tatum
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                      Exhibit                          Page
  --------------                          -------                          ----
  
  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 6 of this registration statement)
  
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
  applicable.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s840825.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13578}]
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": "333-118587", "film-number": "04999861"}, "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)
  
                   Consulting Agreement with Kenneth D. Owen dated
                                   August 25, 2004
                              (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
                                                          maximum
                                          Proposed       aggregate      Amount of
  Title of securities    Amount to    maximum offering   offering     registration
  to be registered     be registered  price per share      price           fee
                            (1)             (2)             (2)            (3)
  Common Stock,
  par value $0.001       1,000,000         $0.25          $250,000       $31.68
  per share                shares
  (1)      This filing registers 1,000,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), reserved for issuance in
  consideration of certain consulting services to be provided to registrant
  ("Company") by Kenneth D. Owen ("Consultant").
  
  (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 August 25, 2004.
  
  (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 June 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 August 25, 2004.
  
  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                                     August 25, 2004
  ----------------------------------
  Walter Tatum
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ Walter Tatum                                     August 25, 2004
  ----------------------------------
  Walter Tatum
  
  Directors:
  
  /s/ Walter Tatum                                     August 25, 2004
  ----------------------------------
   Walter Tatum
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                      Exhibit                          Page
  --------------                          -------                          ----
  
  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 6 of this registration statement)
  
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
  applicable.
  
                                        -7-