SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]     Quarterly  report  under  Section  13 or  15(d)  of  the  Securities
        Exchange Act of 1934 for the quarterly  period ended March 31, 2006


[ ]     Transition report under Section 13 or 15(d) of the Exchange Act
        for the transition period from __________ to __________.


                        Commission File Number: 000-31451
                                                ---------

                                 CYBERADS, INC.
                                 --------------
        (Exact name of small business issuer 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 office) (Zip Code)

                                 1-800-288-3099
                                ----------------
                           (Issuer's telephone number)




Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                          Yes    X                   No
                              --------                  --------

As of May 17, 2006,  the number of  outstanding  shares of the  issuer's  common
stock was 132,846,915 shares.


          TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [X]



                                        1

<PAGE>
                                TABLE OF CONTENTS



                         PART I - FINANCIAL STATEMENTS

ITEM 1.  FINANCIAL STATEMENTS ............................................... 3

         Consolidated Balance Sheets for the periods ended
                March 31, 2006 and December 31, 2005......................... 3

         Consolidated Statements of Operations for the Three Months
               ended March 31, 2006 and 2005, and from inception of development
               stage January 1, 2005 to March 31, 2006....................... 4

         Consolidated Statement of Stockholders' Equity...................... 5

         Consolidated Unaudited Statement of Cash Flows for the Three Months
               ended March 31, 2006 and 2005, and from inception of development
               stage January 1, 2005 to March 31, 2006....................... 6

         Notes to Consolidated Financial Statements.......................... 7


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 13


ITEM 3.  CONTROLS AND PROCEDURES............................................. 15


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS............................................................ 16


SIGNATURES................................................................... 17






























                                        2


<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        March 31,            December 31,
                                                                                          2006                   2005
                                                                                       (unaudited)
                                                                                    ------------------    -------------------
<S>                                                                                 <C>                   <C>
ASSETS

        CURRENT ASSETS
               Cash                                                                  $         52,399      $               -
               Loan receivable                                                                  7,500                  7,500
               Prepaid expense                                                                  5,000                      -
               Deposits                                                                        15,000                 15,000
                                                                                    ------------------    -------------------
                      Total Current Assets                                                     79,899                 22,500
                                                                                    ------------------    -------------------

        TOTAL ASSETS                                                                 $         79,899      $          22,500
                                                                                    ==================    ===================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

        CURRENT LIABILITIES
               Accounts payable                                                      $      1,117,055      $       1,063,251
               Bank overdrafts                                                                 14,774                 15,108
               Accrued liabilities                                                          1,075,923                971,762
               Deferred revenue                                                               173,453                172,453
               Notes payable                                                                  294,192                294,192
               Notes payable - related parties                                              1,315,661              1,226,161
                                                                                    ------------------    -------------------
                      Total Current Liabilities                                             3,991,058              3,742,927
                                                                                    ------------------    -------------------

        COMMITMENTS AND CONTINGENCIES                                                               -                      -
                                                                                    ------------------    -------------------

        STOCKHOLDERS' EQUITY (DEFICIT)
               Preferred stock, $.001 par value; 5,000,000 shares authorized
                      Series A - 835,660 shares issued and outstanding                            836                    836
                      Series B - 1,000,000 shares issued and outstanding                        1,000                  1,000
               Common stock,  $.001 par value;  500,000,000  shares  authorized,
                      132,846,915 and 123,351,777 shares issued and oustanding,
                      respectively                                                            132,847                123,352
               Additional paid-in capital                                                  23,523,686             23,172,901
               Accumulated deficit prior to current development stage                     (19,234,546)           (19,234,546)
               Accumulated deficit in development stage                                    (8,334,982)            (7,783,970)
                                                                                    ------------------    -------------------
                      Total Stockholders' Equity (Deficit)                                 (3,911,159)            (3,720,427)
                                                                                    ------------------    -------------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                         $         79,899      $          22,500
                                                                                    ==================    ===================
</TABLE>

                                        3

         The accompanying condensed notes are an integral part of these
                          interim financial statements.
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                               From
                                                                                                          inception of
                                                                                                           development
                                                                                                              stage
                                                                                                            January 1,
                                                                  Three Months Ended                           2005
                                                      ----------------------------------------------            to
                                                            March 31,                March 31,               March 31
                                                              2006                     2005                    2006
                                                           (unaudited)              (unaudited)             (unaudited)
                                                      ----------------------    --------------------    -------------------
<S>                                                   <C>                       <C>                     <C>
REVENUES                                               $                  -      $                -      $               -
                                                      ----------------------    --------------------    -------------------

OPERATING EXPENSES
       General and administrative                                   172,093                 753,396                803,824
       Marketing expenses                                           213,425               1,049,422              5,819,038
       Selling expenses                                             146,856                 304,897              1,559,109
                                                      ----------------------    --------------------    -------------------
            TOTAL OPERATING EXPENSES                                532,374               2,107,715              8,181,971
                                                      ----------------------    --------------------    -------------------

LOSS FROM OPERATIONS                                               (532,374)             (2,107,715)            (8,181,971)
                                                      ----------------------    --------------------    -------------------

OTHER INCOME (EXPENSES)
       Other income                                                       -                       -                  5,430
       Gain on forgiveness of debt                                        -                       -                  2,500
       Interest expense                                             (18,638)                      -                (96,770)
       Loss on abandonment of assets                                      -                       -                (14,171)
                                                      ----------------------    --------------------    -------------------
            TOTAL OTHER INCOME (EXPENSES)                           (18,638)                      -               (103,011)
                                                      ----------------------    --------------------    -------------------

LOSS BEFORE TAXES                                                  (551,012)             (2,107,715)            (8,284,982)

INCOME TAXES                                                              -                       -                      -
                                                      ----------------------    --------------------    -------------------

NET LOSS                                               $           (551,012)     $       (2,107,715)     $      (8,284,982)
                                                      ======================    ====================    ===================

       NET LOSS PER COMMON SHARE,
            BASIC AND DILUTED                          $                nil      $            (0.08)
                                                      ======================    ====================

       WEIGHTED AVERAGE NUMBER OF
            COMMON STOCK SHARES
            OUTSTANDING, BASIC AND DILUTED                      128,826,507              26,521,465
                                                      ======================    ====================
</TABLE>

                                        4

         The accompanying condensed notes are an integral part of these
                          interim financial statements.
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                 Convertible
                                               Preferred Stock          Common Stock        Additional
                                            -------------------- ------------------------    Paid-in       Deficit
                                              Shares     Amount     Shares       Amount      Capital     Accumulated      Totals
                                            ----------- -------- ------------- ---------- ------------- -------------- -------------
<S>                                         <C>         <C>      <C>           <C>        <C>           <C>            <C>
 Balance, December 31, 2004                    835,660   $  836    23,225,777   $ 23,226   $16,170,135   $(19,234,546)  $(3,040,349)

 Shares issued for consulting expense                -        -    99,626,000     99,626     6,846,766              -     6,946,392

 Shares issued for debt                              -        -       500,000        500        57,000              -        57,500

 Shares issued in exchange for compensation  1,000,000    1,000             -          -        99,000              -       100,000

 Net loss for year ending December 31, 2005          -        -             -          -             -     (7,783,970)   (7,783,970)
                                            ----------- -------- ------------- ---------- ------------- -------------- -------------

 Balance, December 31, 2005                  1,835,660   $1,836   123,351,777   $123,352   $23,172,901   $(27,018,516)  $(3,720,427)

 Shares issued for consulting expense                -        -     9,495,138      9,495       350,785              -       360,280

 Net loss for period ending March 31, 2006           -        -             -          -             -       (501,012)     (501,012)
                                            ----------- -------- ------------- ---------- ------------- -------------- -------------

 Balance, March 31 2006 (unaudited)          1,835,660   $1,836   132,846,915   $132,847   $23,523,686   $(27,519,528)  $(3,861,159)
                                            =========== ======== ============= ========== ============= ============== =============
</TABLE>

























                                        5

         The accompanying condensed notes are an integral part of these
                          interim financial statements.
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                  From
                                                                                                              inception of
                                                                                                               development
                                                                                                                  stage
                                                                                                               January 1,
                                                                       Three Months Ended                         2005
                                                              ---------------------------------------              to
                                                                 March 31,             March 31,                March 31
                                                                    2006                 2005                     2006
                                                                (unaudited)           (unaudited)              (unaudited)
                                                              -----------------    ------------------      --------------------
<S>                                                           <C>                  <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                               $      (501,012)     $     (2,107,715)       $       (8,284,982)
        Stock issued for accrued wages                                       -                     -                   100,000
        Common stock issued for compensation and services              360,280             2,073,000                 7,306,672
        Forgiveness of debt                                                  -                     -                    (2,500)
        Loss on abandonment of assets                                        -                     -                    14,171
        Adjustments to reconcile net loss to net cash
              used by operating activities:
        Increase in prepaid expense                                     (5,000)                    -                    (5,000)
        Increase (decrease) in accounts payable                          3,804                (5,002)                  197,833
        Increase in accrued liabilities                                104,161                     -                   422,787
        Increase in deferred revenue                                     1,000                10,000                   173,453
                                                              -----------------    ------------------      --------------------
              Net cash used by operating activities                    (36,767)              (29,717)                  (77,566)
                                                              -----------------    ------------------      --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Increase in loan receivable                                          -                     -                    (7,500)
        Increase in deposits                                                 -                     -                    (6,415)
        Purchase of marketing rights                                         -              (145,000)                        -
                                                              -----------------    ------------------      --------------------
              Net cash used by investing activities                          -              (145,000)                  (13,915)
                                                              -----------------    ------------------      --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Advances from related parties                                   89,500                     -                   129,106
        Increase (decrease) in bank overdrafts                            (334)                    -                    14,774
        Increase in notes payable                                            -               185,644                         -
                                                              -----------------    ------------------      --------------------
              Net cash provided by financing activities                 89,166               185,644                   143,880
                                                              -----------------    ------------------      --------------------

Change in cash                                                          52,399                10,927                    52,399

CASH, BEGINNING OF PERIOD                                                    -                     -                         -
                                                              -----------------    ------------------      --------------------

CASH, END OF PERIOD                                            $        52,399      $         10,927        $           52,399
                                                              =================    ==================      ====================

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                                  $             -      $              -        $            5,502
                                                              =================    ==================      ====================
Income taxes paid                                              $             -      $              -        $                -
                                                              =================    ==================      ====================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for debt                                   $             -      $              -        $           57,500
                                                              =================    ==================      ====================
</TABLE>

                                        6

         The accompanying condensed notes are an integral part of these
                          interim financial statements.
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------


NOTE 1 - BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Regulation S-B as promulgated by the
Securities and Exchange Commission.  Accordingly,  these financial statements do
not include all of the  disclosures  required by generally  accepted  accounting
principles  in the United States of America for complete  financial  statements.
These unaudited interim financial  statements should be read in conjunction with
the audited financial  statements for the period ended December 31, 2005. In the
opinion of management,  the unaudited  interim  financial  statements  furnished
herein include all adjustments,  all of which are of a normal recurring  nature,
necessary for a fair statement of the results for the interim period  presented.
Operating  results  for the  three-month  period  ending  March 31, 2006 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2006.

As of January 1, 2005,  the Company  abandoned  its  previous  business  plan of
marketing  cellular  phone services and began a new  development  stage where it
intends to provide  management  and sales support to  businesses  focused in the
Extreme Sports/Lifestyle market segment.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant  accounting policies of Cyberads,  Inc, is presented
to assist in understanding  the Company's  financial  statements.  The financial
statements and notes are representations of the Company's  management,  which is
responsible  for their  integrity and  objectivity.  These  accounting  policies
conform to  accounting  principles  generally  accepted in the United  States of
America,  and have been consistently applied in the preparation of the financial
statements.

Development Stage Activities
----------------------------
The Company has been in the development stage since its inception of the current
development  stage  which was January 1, 2005 and has not  realized  any revenue
from operations.  It will be engaged by various companies to provide  management
and sales support to businesses focused in the Extreme  Sports/Lifestyle  market
segment.

Going Concern
-------------
As shown in the  accompanying  financial  statements,  the Company had  negative
working capital of approximately $3,911,000 and an accumulated deficit in excess
of $27,500,000 incurred through March 31, 2006. The Company is currently putting
business plans in place which will, if successful,  mitigate these factors which
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

                                        7
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------


Management has established plans designed to increase the sales of the Company's
products and decrease debt.  These plans will include  providing  management and
sales  support to businesses  focused in the  Extreme/Lifestyle  market  segment
where the Company anticipates earning  commissions/fees on securing distribution
from business and products it represents.

An  estimated  $2 million is  believed  necessary  to  continue  operations  and
increase  development  through  the next fiscal  year.  The timing and amount of
capital  requirements  will depend on a number of factors,  including demand for
products and services and the  availability of opportunities  for  international
expansion  through  affiliations  and other business  relationships.  Management
intends to seek new  capital  from new equity  securities  issuances  to provide
funds needed to increase  liquidity,  fund internal growth,  and fully implement
its business plan.

Principles of Consolidation
---------------------------
The accompanying consolidated financial statements at March 31, 2006 include the
accounts of Cyberads and its wholly owned subsidiary IDS Cellular, Inc. ("IDS").
All significant  transactions  and balances among the companies  included in the
consolidated  financial  statements have been eliminated.  The operations of IDS
are currently idle.

Reclassifications
-----------------
Certain  amounts  from prior  periods have been  reclassified  to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.

Revenue Recognition
-------------------
The  Company  will  recognize  revenue  from  contracts  (1)  upon  actual  sale
(disposition) of such contracts and (2) upon actual cash collections for ongoing
contracts.  With these two types of revenue  sources,  revenue  will  thereby be
recorded when there is persuasive evidence that an arrangement exists,  services
have been rendered,  the contract price is determinable,  and  collectibility is
reasonably assured (or, in the case of ongoing contracts, actually collected).

Use of Estimates
----------------
The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.


NOTE 3 - BANK OVERDRAFTS

Bank  overdrafts  consist of checks  written in excess of funds on deposit.  The
underlying bank is used as an imprest account with automatic  transfers from the
Company's general account as checks are presented.

                                        8
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------


NOTE 4 - CAPITAL STOCK

Preferred Stock
---------------
The Company is authorized to issue  5,000,000  shares of preferred  stock with a
par value of $0.001.  As of December  31,  2005 the  company had issued  835,660
shares of preferred series A, and 1,000,000 shares of preferred series B.

On June 26, 2005, the Company issued  1,000,000 shares of its preferred series B
stock in  exchange  for partial  payment of accrued  salary to an officer of the
Company.  The shares were measured at $0.10 per,  which was a fair price average
during the period of accrual. The Company recorded a reduction in accrued salary
liability as a result of this issuance.

Common Stock
------------
The Company is  authorized  to issue  500,000,000  shares of common  stock.  All
shares have equal voting rights, are non-assessable and have one vote per share.
Voting rights are not cumulative and, therefore, the holders of more than 50% of
the common stock could,  if they choose to do so, elect all of the  directors of
the Company.

During the quarter ended March 31, 2006, the Company issued  9,495,140 shares of
its common stock in exchange for consulting services for approximately $360,000.
The services  were  measured at the fair market value of the shares  received on
the day the shares were issued.

During the year ended December 31, 2005, the Company issued 99,626,000 shares of
its  common  stock  in  exchange  for  consulting   services  for  approximately
$6,946,000.  The services  were  measured at the fair market value of the shares
received on the day the shares were issued.

During the year ended  December 31, 2005,  the Company  issued 500,000 shares of
its  common  stock  in  exchange  for debt of  $60,000  and  recorded  a gain of
forgiveness of debt of $2,500 for this  exchange.  The services were measured at
the fair market value of the shares received on the day the shares were issued.

NOTE 5 - COMMON STOCK OPTIONS

Stock Options
-------------
The  Company's  stock option  activity for options  granted to employees and non
employees is summarized at March 31, 2006 as follows:

Fixed Plan
----------
<TABLE>
<CAPTION>
                                               Weighted average           Shares            Weighted average
                                Shares          exercise price          exercisable          exercise price
                             --------------    ------------------    ------------------    -------------------
<S>                          <C>               <C>                   <C>                   <C>
Outstanding at
December 31, 2004                1,900,000      $           0.51             1,900,000      $            0.51
Exercised                               -                     -                     -                      -
Expired                           (700,000)                 1.03              (700,000)                  1.03
Cancelled                               -                     -                     -                      -
                             --------------    ------------------    ------------------    -------------------
</TABLE>

                                        9
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                             --------------    ------------------    ------------------    -------------------
<S>                          <C>               <C>                   <C>                   <C>
Outstanding at                   1,200,000                  0.51             1,200,000                   0.51
December 31, 2005
Exercised                               -                     -                     -                      -
Expired                                 -                     -                     -                      -
Cancelled                               -                     -                     -                      -
                             --------------    ------------------    ------------------    -------------------
Outstanding at
March 31, 2006                   1,200,000      $           0.51             1,200,000      $            0.51
                             ==============    ==================    ==================    ===================
</TABLE>
The Company's  stock option  outstanding  and  exercisable  at March 31, 2006 is
summarized as follows:

Fixed Plan
----------

<TABLE>
<CAPTION>
                     Options Outstanding                                                Options Exercisable
------------------------------------------------------------------------------   -------------------------------------
                                                                 Weighted                                Weighted
                                                                 Average                                 Average
  Range of Prices          Shares          Remaining life     Exercise price          Shares          exercise price
 -----------------   -----------------   -----------------   -----------------   -----------------   -----------------
<S>                      <C>                  <C>                <C>                 <C>                 <C>
   $0.04 - $0.99         1,200,000            2 months           $    0.27           1,200,000           $    0.27
</TABLE>

All of the above options will expire at the end of May 2006.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company is  non-compliant  with respect to certain federal and state payroll
related taxes.  Included in accrued payroll and payroll  related  liabilities at
March 31, 2006 is approximately $582,800 of unpaid payroll taxes.

In April 2004,  the Company  agreed to indemnify a former officer of the Company
for any loss he sustained in a settlement  reached with a cellular phone service
provider against IDS and him personally. Under the indemnification,  the Company
was obligated to pay an aggregate of $72,261 in  installments  of $5,000 each on
or before  August 1, 2004 and  September 1, 2004 with the balance due October 1,
2004. The indemnification had no effect on the accompanying financial statements
as the  amount  owed to the  cellular  phone  service  provider  was  previously
recorded as accounts payable in the records of IDS.

The Company is currently in negotiations with an individual who has threatened a
lawsuit  against the  Company,  a former  officer and a cellular  phone  service
provider.  The  Company has offered to issue the  individual  250,000  shares of
common  stock to  settle  any  claims  he may have  against  the  Company.  This
individual has verbally  accepted the settlement  offer. The offer had no effect
on the accompanying  consolidated  financial  statements as consulting  services
totaling  $27,500  owed this  individual  was  previously  recorded  as accounts
payable in the records of Cyberads.  The Company has reserved  250,000 shares of
common stock to be issued under this settlement offer.

                                        10
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------


A claim against the Company of approximately $500,000 has been threatened by the
Creditors  Committee of World Com. The Company does not believe that it owes the
amount and  intends  to  vigorously  defend  the  claim.  The claim has not been
pursued and the Company is not subject to any legal action  pursuing this claim.
Any claims  would have been  offset by counter  balancing  claims of the Company
concerning  funds owed to Cyberads for its prior trade  relationship  with World
Com.

NOTE 7 - LOAN PAYABLE

Notes payable consisted of the following:
                                                  March 31,         December 31,
                                                    2006               2005
                                                -------------      -------------

Note  payable;  was  due in  installments  of
$5,000 on January 15, 2004 and  February  15,
2004 with final  payment due March 15,  2004,
plus  interest  at 10% per annum;  secured by
all of  the  Company's  accounts  receivable,
inventories,   and   computer   hardware  and
software and is personally  guaranteed by two
former officers of the Company. In default.      $   109,000        $   109,000

Note  payable  to  cellular   phone   service
provider;  due  in  installments  of  $92,596
payable  on  January  2,  2005 and  August 2,
2005,   plus  interest  at  libor  index.  In
default.                                             185,192            185,192
                                                -------------      -------------
Total Notes Payable                              $   294,192        $   294,192
                                                =============      =============

The Company is currently in default with the repayment  terms of the installment
note.  As of March 31,  2006,  the Company had accrued  $16,221 of interest  for
notes payable.

NOTE 8 - RELATED PARTY TRANSACTIONS

Related party transactions consisted of the following:

                                                  March 31,         December 31,
                                                    2006               2005
                                                -------------      -------------

Advance  due  to  a  corporation  owned  by a
former  officer  of  the  Company,   accruing
interest  at libor  index,  due on demand and
unsecured.                                       $    54,000        $    54,000

Advance  due  to  a  former  officer  of  the
Company,  bearing  interest  at 5% per annum,
due on demand and unsecured                        1,229,555          1,139,661

Advance  due  to a  current  officer  of  the
Company,  bearing no interest, due on demand,
and unsecured                                         32,500             32,500
                                                -------------      -------------
                                                 $ 1,226,161        $ 1,186,555
                                                =============      =============

                                        11
<PAGE>
CYBERADS, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED CONDENSED INTERIM NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006
--------------------------------------------------------------------------------


As of March 31,  2006,  the Company had accrued  $75,047 of interest for related
party notes payable.

NOTE 9 - SUBSEQUENT EVENT

On April 3,  2006,  the  Company  paid  $51,500 to a related  party for  partial
payment  of its note  payable  owed for  advances  to a  former  officer  of the
Company.  The  balance of this note to the  related  party on March 31, 2006 was
$1,229,555.











































                                       12
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Management's discussion and analysis contains various forward-looking statements
within the meaning of the Securities and Exchange Act of 1934.  These statements
consist of any statement  other than a recitation of historical  fact and can be
identified by the use of forward looking  terminology  such as "may",  "expect",
"anticipate",  "estimates", or "continue" or use of negative or other variations
of  comparable  terminology.  We  caution  that  these  statements  are  further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially from those contained in our forward  looking  statements,  that these
forward looking  statements are necessarily  speculative,  and there are certain
risks and  uncertainties  that could  cause  actual  events or results to differ
materially from those referred to in our forward looking statements.

Management's  discussion  and analysis  should be read in  conjunction  with the
financial statements and the notes thereto.


RESULTS OF OPERATIONS
---------------------

Three months  ended March 31, 2006  compared to the Three months ended March 31,
--------------------------------------------------------------------------------
2005
----

                       Three months ended March 31             Increase
                       ---------------------------    --------------------------
                           2006           2005           Amount          %
                       ------------   ------------    ------------  ------------
   Revenue              $        0     $        0      $        0        -
                       ============   ============    ============  ============

There were no revenues  posted during the three months ended March 31, 2006, and
no revenues posted during the three months ended March 31, 2005. The Company has
been in development stage during both reporting periods.


<TABLE>
<CAPTION>
                                          Three months ended March 31             Decrease
                                          ---------------------------    --------------------------
                                              2006           2005           Amount          %
                                          ------------   ------------    ------------  ------------
<S>                                       <C>            <C>             <C>           <C>
   General & administrative                $  172,093     $  753,396       ($581,303)      77%
                                          ============   ============    ============  ============
</TABLE>

General &  administrative  expenses  for the three  months  ended March 31, 2006
decreased by $581,303 to the comparable  period in 2005. The G&A expenses in the
three months ended 2005 included Trade Show  administration  expenses related to
XBoard.  This  decrease in G & A expenses in the three month period ending March
31, 2006 is directly related to the Company not taking part in trade show events
and administrative activities on XBoard.

                       Three months ended March 31             Decrease
                       ---------------------------    --------------------------
                           2006           2005           Amount          %
                       ------------   ------------    ------------  ------------
   Selling Expense      $  146,856     $  304,897      $ (158,041)     (52)
                       ============   ============    ============  ============

Selling  expense of  $146,856  for the three  months  ended  March 31,  2006 was
related to the Company's  continued  development of Rhino,  XBoard, and Planet X
TV. Selling Expenses

                                       13
<PAGE>
decreased  by $158,041  compared to the three months ended March 31, 2005 due to
reduced activities on XBoard as noted above.

                       Three months ended March 31             Increase
                       ---------------------------    --------------------------
                           2006           2005           Amount          %
                       ------------   ------------    ------------  ------------
   Interest Expense     $   18,638     $        0      $   18,638        0
                       ============   ============    ============  ============

Interest  expense of  $18,638  for the three  months  ended  March 31,  2006 was
attributable to the Company's accrual of interests on related parties notes.


FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

As of March 31, 2006 compared to March 31, 2005:
------------------------------------------------

                       Three months ended March 31             Increase
                       ---------------------------    --------------------------
                           2006           2005           Amount          %
                       ------------   ------------    ------------  ------------
   Cash                 $   52,399     $        0      $   52,399        0
                       ============   ============    ============  ============

The  increase  in cash  results  from the  receipt of $50,000 on March 30 from a
shareholder loan.






























                                       14
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange of 1934, within 90 days
prior  to the  filing  of this  report,  we  carried  out an  evaluation  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  This  evaluation was carried out under the supervision and with the
participation  of our management,  principally our President and Chief Executive
Officer. Based on that evaluation, we concluded that our disclosure controls and
procedures are effective. There have been no significant changes in our internal
controls  subsequent  to the  date we  carried  out our  evaluation.  Disclosure
controls and procedures are controls and other  procedures  that are designed to
ensure  that  information  required  to be  disclosed  in our  reports  filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rule and form.  Disclosure controls and procedures include,  without limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed in our reports is accumulated and communicated to management.


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS


Exhibit
Number           Description of Document

3.1(a) *     Articles of Incorporation
3.1(b) *     Articles of Amendment
3.2 *        Bylaws
4.0 *        Form of Stock Certificate
4.1 *        Certificate of Designation of Series B Convertible Preferred Stock
4.2 *        Certificate of Designation of Series C Convertible Preferred Stock
31.1         Rule 13a-14(a)/15d-14(a) Certification
32.1         Section 1350 Certification

* Incorporated by reference



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  amended  report to be signed on its behalf by the  undersigned,  thereunto
duly authorized.

Date: May 22, 2006               CYBERADS, INC.

                                 By: /s/ JEFF CRISWELL
                                 --------------------------
                                 Jeff Criswell, President












                                       15