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
                              (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 maximum
                                                Proposed maximum       aggregate offering       Amount of
   Title of securities to    Amount to be      offering price per            price            registration
       be registered        registered (1)           share                    (2)                  fee
                                                      (2)                                          (3)
  ------------------------- ---------------- ----------------------- ----------------------- ----------------
  <S>                       <C>              <C>                     <C>                     <C>
       Common Stock,
    par value $0.001 per      50,000,000             $0.02                 $1,000,000            $107.00
           share                shares
  ------------------------- ---------------- ----------------------- ----------------------- ----------------
  </TABLE>
  
  
  
                                         -1-
  <PAGE>
  (1)      This filing registers  50,000,000 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.
  
  (2)      Estimated  solely for purposes of calculating the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over-the-counter market on June 2, 2006.
  
  (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, 2005 and the Company's quarterly report on Form 10-QSB for
                    the period  ended March 31,  2006,  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 Nevada  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  statement or any  material  change to such
                          information in the registration 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  registrant
                          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 termination 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 in the opinion of
                the SEC such indemnification is against public policy as expressed
  
                                         -4-
  <PAGE>
                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 proceeding) is asserted
                by such director,  officer,  or  controlling  person in connection
                with the securities being registered,  the registrant will, unless
                in the  opinion of its  counsel  the  matter  has been  settled by
                controlling   precedent,   submit   to  a  court  of   appropriate
                jurisdiction  the question whether such  indemnification  by it is
                against public policy as expressed in the Act and will be governed
                by the final adjudication of such issue.
  
  
                                     SIGNATURES
  
              Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Torrance, California, on June 2, 2006.
  
  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 in
  any and all capacities, to sign any and all amendments or post-effective
  amendments to this registration statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the SEC,
  granting unto each such attorney and agent full power and authority to do any
  and all acts and things necessary or advisable in connection with such matters,
  and hereby ratifying and confirming all that each such attorney and agent, or
  his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
              Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
  
  
  
  
  
  
  
  
  
  
                                         -5-
  <PAGE>
  Principal Executive Officer and Director                Date:
  
  /s/ JEFF CRISWELL                                       June 2, 2006
  ----------------------------------
  Jeff Criswell
  President
  
  Secretary and Director
  
  /s/ WALTER TATUM                                        June 2, 2006
  ----------------------------------
  Walter Tatum
  
  
  Directors:
  
  /s/ WALTER TATUM                                        June 2, 2006
  ----------------------------------
   Walter Tatum
  
  /s/ JEFF CRISWELL                                       June 2, 2006
  ----------------------------------
  Jeff Criswell
  
  /s/ AUGUST A. DEANGELO, II                              June 2, 2006
  ----------------------------------
  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 Williams & Webster P.S.           8
  
          23.3             Consent of Timothy L. Steers, CPA, LLC         9
  
  -------------------- --------------------------------------------- -------------
          24.1                       Power of Attorney                    5
                        (see page 6 of this registration statement)
  -------------------- --------------------------------------------- -------------
  
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
  applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
                                    June 2, 2006
  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 50,000,000 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-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s8-60602.txt", "secsgml_size_bytes": 16480}]
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": "333-134693", "film-number": "06883243"}, "business-address": {"street1": "370 AMAPOLA AVE.", "street2": "# 202", "city": "TORRANCE", "state": "CA", "zip": "90501", "phone": "18002883099"}, "mail-address": {"street1": "370 AMAPOLA AVE. # 202", "city": "TORRANCE", "state": "CA", "zip": "90501"}}
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
                              (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 maximum
                                                Proposed maximum       aggregate offering       Amount of
   Title of securities to    Amount to be      offering price per            price            registration
       be registered        registered (1)           share                    (2)                  fee
                                                      (2)                                          (3)
  ------------------------- ---------------- ----------------------- ----------------------- ----------------
  Common Stock,
    par value $0.001 per      50,000,000             $0.02                 $1,000,000            $107.00
           share                shares
  ------------------------- ---------------- ----------------------- ----------------------- ----------------
  -1-
  (1)      This filing registers  50,000,000 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.
  
  (2)      Estimated  solely for purposes of calculating the  registration  fee in
  accordance  with the  Securities  Act of 1933, as amended,  based on the closing
  price for the Common Stock in the over-the-counter market on June 2, 2006.
  
  (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, 2005 and the Company's quarterly report on Form 10-QSB for
                    the period  ended March 31,  2006,  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 Nevada  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  statement or any  material  change to such
                          information in the registration 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  registrant
                          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 termination 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 in the opinion of
                the SEC such indemnification is against public policy as expressed
  
                                         -4-
  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 proceeding) is asserted
                by such director,  officer,  or  controlling  person in connection
                with the securities being registered,  the registrant will, unless
                in the  opinion of its  counsel  the  matter  has been  settled by
                controlling   precedent,   submit   to  a  court  of   appropriate
                jurisdiction  the question whether such  indemnification  by it is
                against public policy as expressed in the Act and will be governed
                by the final adjudication of such issue.
  
                                     SIGNATURES
  
              Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Torrance, California, on June 2, 2006.
  
  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 in
  any and all capacities, to sign any and all amendments or post-effective
  amendments to this registration statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the SEC,
  granting unto each such attorney and agent full power and authority to do any
  and all acts and things necessary or advisable in connection with such matters,
  and hereby ratifying and confirming all that each such attorney and agent, or
  his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
              Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
                                         -5-
  Principal Executive Officer and Director                Date:
  
  /s/ JEFF CRISWELL                                       June 2, 2006
  ----------------------------------
  Jeff Criswell
  President
  
  Secretary and Director
  
  /s/ WALTER TATUM                                        June 2, 2006
  ----------------------------------
  Walter Tatum
  
  Directors:
  
  /s/ WALTER TATUM                                        June 2, 2006
  ----------------------------------
   Walter Tatum
  
  /s/ JEFF CRISWELL                                       June 2, 2006
  ----------------------------------
  Jeff Criswell
  
  /s/ AUGUST A. DEANGELO, II                              June 2, 2006
  ----------------------------------
  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 Williams & Webster P.S.           8
  
          23.3             Consent of Timothy L. Steers, CPA, LLC         9
  
  -------------------- --------------------------------------------- -------------
          24.1                       Power of Attorney                    5
                        (see page 6 of this registration statement)
  -------------------- --------------------------------------------- -------------
  
           Other exhibits listed in Item 601 of SEC Regulation S-B are not
  applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                               Portland, Oregon 97204
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
                                    June 2, 2006
  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 50,000,000 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
  
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