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)
  
  
  
              Nevada                                       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 2006 Compensation Plan
                                         and
                         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             25,000,000              $0.02                    $500,000              $58.85
  per share                      shares
  </TABLE>
  
  <PAGE>
  (1)      This filing registers 25,000,000 shares of the Company's common stock,
  par value $0.001 per share (the "Common Stock"),reserved for issuance pursuant
  to the Company's 2006 Compensation Plan for consultants and advisers and for
  compensation to officers and directors in lieu of cash 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 December 19, 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 September 30, 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 December 19, 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                                    December 19, 2005
  ----------------------------------
  Jeff Criswell
  President
  
  
  Principal Financial Officer, Treasurer and
  Director
  
  /s/ WALTER TATUM                                     December 19, 2005
  ----------------------------------
  Walter Tatum
  
  
  Directors:
  
  /s/ WALTER TATUM                                     December 19, 2005
  ----------------------------------
  Walter Tatum
  
  
  /s/ JEFF CRISWELL                                    December 19, 2005
  ----------------------------------
  Jeff Criswell
  
  /s/ AUGUST A. DEANGELO, II                           December 19, 2005
  ----------------------------------
  August A. DeAngleo, II
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -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,              8
                                         LLC
  
  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
                                  December 19, 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 25,000,000 shares of Company's
  Common Stock, par value $0.001 per share (the "Shares"), issuable pursuant to
  the Company's 2006 Compensation Plan for compensation to consultants, advisors,
  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 REGISTERED PUBLIC ACCOUNTING FIRM
  
                     (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 25,000,000 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
  
  December 19, 2005
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s8-51220.txt", "secsgml_size_bytes": 16186}]
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": "333-130490", "film-number": "051275032"}, "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)
  
              Nevada                                       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 2006 Compensation Plan
                                         and
                         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             25,000,000              $0.02                    $500,000              $58.85
  per share                      shares
  (1)      This filing registers 25,000,000 shares of the Company's common stock,
  par value $0.001 per share (the "Common Stock"),reserved for issuance pursuant
  to the Company's 2006 Compensation Plan for consultants and advisers and for
  compensation to officers and directors in lieu of cash 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 December 19, 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 September 30, 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 December 19, 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                                    December 19, 2005
  ----------------------------------
  Jeff Criswell
  President
  
  Principal Financial Officer, Treasurer and
  Director
  
  /s/ WALTER TATUM                                     December 19, 2005
  ----------------------------------
  Walter Tatum
  
  Directors:
  
  /s/ WALTER TATUM                                     December 19, 2005
  ----------------------------------
  Walter Tatum
  
  /s/ JEFF CRISWELL                                    December 19, 2005
  ----------------------------------
  Jeff Criswell
  
  /s/ AUGUST A. DEANGELO, II                           December 19, 2005
  ----------------------------------
  August A. DeAngleo, II
  
                                         -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,              8
                                         LLC
  
  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
                                  December 19, 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 25,000,000 shares of Company's
  Common Stock, par value $0.001 per share (the "Shares"), issuable pursuant to
  the Company's 2006 Compensation Plan for compensation to consultants, advisors,
  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 REGISTERED PUBLIC ACCOUNTING FIRM
  
                     (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 25,000,000 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
  
  December 19, 2005
  
                                         -8-