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
  incorporationor organization)                                Identification No.)
  
  
  
        6001 Park of Commerce Blvd, Boca Raton, Florida                  33487
              (Address of Principal Executive Offices)                 (Zip Code)
  
  
                                2003 Consultants Plan
                              (Full title of the plan)
  
  
                                   Robert D. Kline
                                   Cyberads, Inc.
                6001 Park of Commerce Blvd, Boca Raton, Florida 33487
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhil, Suite 600
                               Portland, Oregon 97204
                                   (503) 241-0780
  
  
  <TABLE>
  <CAPTION>
                           CALCULATION OF REGISTRATION FEE
  
                                                              Proposed
                                          Proposed            maximum           Amount of
  Title of securities    Amount to    maximum offering   aggregate offering   registration
  to be registered     be registered  price per share          price               fee
                            (1)             (2)                 (2)                (3)
  <S>                  <C>            <C>                <C>                  <C>
  Common Stock,
  par value $0.001       1,000,000         $1.50             $1,500,000         $ 350.00
  per share                shares
  </TABLE>
  <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 for
  consulting services to be provided to registrant ("Company") by advisors and
  consultants ("Consultants") to be determined under the Company's 2003
  Consultants Plan.
  
  (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 September 29,
  2003.
  
  (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,
                2002, 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, 2003.
  
           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 Incorpora tion 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
                in the Act and is, therefore, unenforceable. In the event that a
                claim for indemni-
  
                                        -4-
  <PAGE>
                fication 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 September 30, 2003.
  
  CYBERADS, INC.
  
  
  By:      /s/ ROBERT D. KLINE
           -------------------------
           Robert D. Kline
           President
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Lawrence Levinson, 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/ ROBERT D. KLINE                                  September 30, 2003
  ----------------------------------
  Robert D. Kline
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ ROBERT B. KLINE                                  September 30, 2003
  ----------------------------------
  Robert B. Kline
  
  
  Directors:
  
  
  /s/ ROBERT MODANSKY                                  September 30, 2003
  ----------------------------------
   Robert Modansky
  
  
  
  /s/ MICHAEL ZIMMERMAN                                September 30, 2003
  ----------------------------------
  Michael Zimmerman
  
  
  /s/ LAWRENCE LEVINSON                                September 30, 2003
  ----------------------------------
  Lawrence Levinson
  
  
  
  
  
  
  
  
  
  
                                         -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 Weinberg & Company, P.A.              8
  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.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "cyad_s830930.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13797}]
metadata_filer: {"company-data": {"conformed-name": "CYBERADS INC", "cik": "0001121520", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109295", "film-number": "03917762"}, "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
  incorporationor organization)                                Identification No.)
  
        6001 Park of Commerce Blvd, Boca Raton, Florida                  33487
              (Address of Principal Executive Offices)                 (Zip Code)
  
                                2003 Consultants Plan
                              (Full title of the plan)
  
                                   Robert D. Kline
                                   Cyberads, Inc.
                6001 Park of Commerce Blvd, Boca Raton, Florida 33487
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhil, Suite 600
                               Portland, Oregon 97204
                                   (503) 241-0780
  CALCULATION OF REGISTRATION FEE
  
                                                              Proposed
                                          Proposed            maximum           Amount of
  Title of securities    Amount to    maximum offering   aggregate offering   registration
  to be registered     be registered  price per share          price               fee
                            (1)             (2)                 (2)                (3)
  Common Stock,
  par value $0.001       1,000,000         $1.50             $1,500,000         $ 350.00
  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 for
  consulting services to be provided to registrant ("Company") by advisors and
  consultants ("Consultants") to be determined under the Company's 2003
  Consultants Plan.
  
  (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 September 29,
  2003.
  
  (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,
                2002, 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, 2003.
  
           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 Incorpora tion 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
                in the Act and is, therefore, unenforceable. In the event that a
                claim for indemni-
  
                                        -4-
  fication 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 September 30, 2003.
  
  CYBERADS, INC.
  
  By:      /s/ ROBERT D. KLINE
           -------------------------
           Robert D. Kline
           President
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Lawrence Levinson, 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/ ROBERT D. KLINE                                  September 30, 2003
  ----------------------------------
  Robert D. Kline
  President
  
  Principal Financial Officer, Treasurer and
  Directors
  
  /s/ ROBERT B. KLINE                                  September 30, 2003
  ----------------------------------
  Robert B. Kline
  
  Directors:
  
  /s/ ROBERT MODANSKY                                  September 30, 2003
  ----------------------------------
   Robert Modansky
  
  /s/ MICHAEL ZIMMERMAN                                September 30, 2003
  ----------------------------------
  Michael Zimmerman
  
  /s/ LAWRENCE LEVINSON                                September 30, 2003
  ----------------------------------
  Lawrence Levinson
  
                                         -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 Weinberg & Company, P.A.              8
  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.