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, 2004

   [ ]      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)



            Florida                                      65-1000634
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



            21073 Powerline Road, Suit 57, Boca Raton, Florida 33433
            --------------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (561) 672 2193
                                ----------------
                           (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    XX                  No
                              --------                  --------

As of March 31, 2004 , the number of outstanding  shares of the issuer's  common
stock, $0.001 par value, was 18,325,777 shares.


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




                                        1
<PAGE>
                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

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

         Consolidated Unaudited Balance Sheet for the three months ended
         March 31, 2004 and March 31, 2003...................................  3

         Consolidated Unaudited Statements of Operations for the
                  three months ended March 31, 2004 and March 31, 2003.......  4

         Consolidated Unaudited Statements of Cash Flows for the
                  three months ended March 31, 2004 and March 31, 2003.......  5

         Notes to Consolidated Financial Statements..........................  6


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 12


ITEM 3.  CONTROLS AND PROCEDURES............................................. 14


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K..................................... 15


SIGNATURES................................................................... 15





























                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 CYBERADS, INC.

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                              March 31,          December 31,
                                                                                2004                 2003
                                                                         -----------------    -----------------
                                           Assets
                                           ------
<S>                                                                       <C>                  <C>
Current asset -
   Accounts receivable                                                    $             -      $        20,380

Property and equipment, net                                                        14,171               14,171

Other assets:
   Hold-to-maturity investments                                                10,700,000           10,700,000
   Deposits                                                                         8,585                8,585
                                                                           --------------       --------------
     Total other assets                                                        10,708,585           10,708,585
                                                                           --------------       --------------

                                                                          $    10,722,756      $    10,743,136
                                                                           ==============       ==============
                            Liabilities and Stockholders' Equity
                            ------------------------------------

Current liabilities:
   Outstanding checks in excess of cash in bank                           $        14,774      $         1,207
   Note payable                                                                   109,000              120,000
   Accounts payable                                                               669,448              697,748
   Accrued liabilities                                                            719,886              944,658
   Unearned revenue                                                               130,960              130,960
   Payable to related parties                                                     786,555              786,555
   Loans payable - convertible debentures                                          60,000               60,000
                                                                           --------------       --------------
     Total current liabilities                                                  2,490,623            2,741,128

Payable to stockholder                                                            184,634              157,634


Stockholders' equity:
   Preferred  stock; $.001 par value; authorized 5,000,000 shares,
    of which 1,000,000 shares has been designated as Series A
    Convertible, issued and outstanding 835,660 shares                                836                  836
   Common stock; $.001 par value; authorized 50,000,000
    shares; issued and outstanding 18,325,777 shares                               18,326               18,326
   Common stock to be issued                                                   11,140,000           11,140,000
   Additional paid in capital                                                  15,399,238           15,399,238
   Retained deficit                                                           (18,510,901)         (18,714,026)
                                                                           --------------       --------------
     Total stockholders' equity                                                 8,047,499            7,844,374
                                                                           --------------       --------------

                                                                          $    10,722,756      $    10,743,136
                                                                           ==============       ==============
</TABLE>

                             See accompanying notes.
                                        3
<PAGE>
                                 CYBERADS, INC.

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                                Three months ended March 31
                                                                          -------------------------------------
                                                                                 2004                2003
                                                                          ------------------  -----------------
<S>                                                                          <C>                <C>
Revenues                                                                     $   303,120        $   2,460,950

Cost of revenues                                                                       -              996,147
                                                                              ----------         ------------

Gross profit                                                                     303,120            1,464,803

Selling expenses                                                                       -              614,438

General and administrative expenses                                              104,842            1,135,738
                                                                              ----------         ------------

Net income (loss) from operations                                                198,278             (285,373)

Other income (expenses):
   Other income                                                                    4,847                    -
   Impairment of property and equipment                                                -              (52,313)
   Interest expense and financing costs, net                                           -              (17,597)
                                                                              ----------         ------------
     Total other income (expenses)                                                  4,847             (69,910)
                                                                              -----------        ------------

Net income (loss) before provision for income taxes                              203,125             (355,283)

Provision for income taxes                                                             -                    -
                                                                              ----------         ------------


Net income                                                                   $   203,125        $    (355,283)
                                                                              ==========         ============



Net income (loss) per common share                                           $      .011       $          (.02)
                                                                              ==========        ==============
</TABLE>

                             See accompanying notes.
                                        4
<PAGE>
                                 CYBERADS, INC.

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                              Three months ended March 31
                                                                          -------------------------------------
                                                                                 2004              2003
                                                                          ----------------   ------------------
<S>                                                                         <C>                 <C>
Cash flows from operating activities:
   Net income (loss)                                                        $    203,125        $  (355,283)
   Adjustment to reconcile net income (loss) to net cash used in
    operating activities:
     Provision for doubtful accounts                                                   -            364,991
     Impairment of inventories                                                         -            120,879
     Impairment of long-lived assets                                                   -             52,313
     Depreciation                                                                      -              9,997
     Deferred financing costs                                                          -              5,000
     Changes in assets and liabilities:
       Receivables                                                                20,380            605,386
       Inventories                                                                     -             10,500
       Deposits and other assets                                                       -              9,896
       Outstanding checks in excess of cash in bank                               13,567                  -
       Accounts payable                                                          (28,300)          (931,973)
       Accrued liabilities                                                      (224,772)            17,919
                                                                             -----------         ----------
                                                                                 (16,000)           (90,375)

Cash flows from investing activities -
   Capital expenditures                                                                -            (15,001)

Cash flows from financing activities:
   Principal repayments of note payable                                          (11,000)                 -
   Advances received from stockholder                                             27,000                  -
   Cash overdraft                                                                      -            (87,213)
   Principal repayments to related parties                                             -           (207,360)
   Net borrowings from factor                                                          -            399,949
                                                                             -----------         ----------
                                                                                  16,000            105,376
                                                                             -----------         ----------

Net change in cash                                                          $          -        $         -
                                                                             ===========         ==========



Cash paid during the period for interest                                    $          -        $    13,604
                                                                             ===========         ==========
Supplemental disclosure of noncash financing activities -
   Common stock issued in exchange for debt                                 $          -        $    87,500
                                                                             ===========         ==========
</TABLE>
                             See accompanying notes.
                                        5
<PAGE>
                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004


1.       Summary of significant accounting policies
         ------------------------------------------

         BUSINESS:  CyberAds, Inc. ("CyberAds") was incorporated in the state of
         Florida on April 12, 2000. The Company earns  commissions  from selling
         approved  contracts  to  subscribers  for cellular  telephone  service.
         Commissions  are received  either from master dealers or cellular phone
         service  providers,  not  the  subscriber.  Applications  for  cellular
         telephone  services are obtained  from  advertising  banners  placed at
         various websites. The Company does business with cellular phone service
         providers as well as master dealers that have  contracted  with various
         other carriers and with several website hosts, who receive a commission
         for each completed contract for cellular phone service.

         PRINCIPLES OF CONSOLIDATION:  The accompanying  consolidated  financial
         statements  include  the  accounts  of  CyberAds  and its wholly  owned
         subsidiary  IDS.  All  significant   intercompany  balances  have  been
         eliminated  in  consolidation.  The  operations  of IDS  are  currently
         dormant.

         INTERIM  REPORTING:  The  Company's  year-end  for  accounting  and tax
         purposes is December 31. In the opinion of Management, the accompanying
         consolidated financial statements as of March 31, 2004 and 2003 and for
         the three  months  then  ended,  consisting  of only  normal  recurring
         adjustments, except as noted elsewhere in the notes to the consolidated
         financial  statements,   necessary  to  present  fairly  its  financial
         position,  results of its  operations  and cash  flows.  The results of
         operations  for the three  months ended March 31, 2004 and 2003 are not
         necessarily indicative of the results to be expected for the full year.

         PROPERTY AND EQUIPMENT:  Property and equipment are stated at cost less
         accumulated  depreciation.   Depreciation  is  provided  for  over  the
         estimated  useful life of the assets of five to seven years.  Leasehold
         improvements  are amortized over the lesser of the original term of the
         related lease or their estimated useful life.

         INVESTMENTS:   Investments   are  classified  as  trading   securities,
         available-for-sale  securities, or hold-to-maturity securities. Trading
         securities be reported at fair market value,  with unrealized  gains or
         losses    recognized    as   a   component   of   operating    results;
         available-for-sale  securities be reported at fair market  value,  with
         unrealized  gains and losses  excluded  from earnings but reported in a
         separate  component  of  shareholders'  equity  (net of the  effects of
         income  taxes)  until  they are  disposed  of or  sold;  at the time of
         disposal  or sale,  any gains or  losses,  calculated  by the  specific
         identification  method,  are  recognized  as a component  of  operating
         results; and hold-to-maturity securities be reported at amortized cost.

         The  Company's  hold-to-maturity  investments  as of December  31, 2003
         consisted  of a 22% interest in a limited  liability  company that owns
         real estate.
                                        6
<PAGE>
                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004


1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         IMPAIRMENT OF LONG-LIVED  ASSETS: The Company assess the recoverability
         of long-lived assets under SFAS 144,  "Accounting for the Impairment or
         Disposal of Long-Lived Assets" by determining  whether the depreciation
         and  amortization of the asset's balance over its remaining life can be
         recovered through projected  undiscounted future cash flows. The amount
         of  impairment,  if any, is measured based on fair value and charged to
         operations  in the  period in which the  impairment  is  determined  by
         management.  Long-lived  assets to be disposed  of are  reported at the
         lower of carrying amount or fair value less cost to sell.

         The Company  recorded an  impairment  loss of $52,313  during the three
         months  ended March 31, 2003 for assets that became idle as a result of
         staff reductions.

         REVENUE RECOGNITION:  In 2004 and 2003, the Company recorded revenue on
         a "net" basis when  contracts  are  submitted  to master  dealers.  The
         phones are shipped from the dealers to the  subscriber  and the Company
         does  not  bear  the risk of loss on the  cellular  phone.  Revenue  is
         recognized when the master dealer ships the phones to the subscriber.

         In 2003,  the Company  also  recorded  revenue on a "gross"  basis when
         contracts are submitted  directly to cellular phone service  providers.
         The phones are  shipped  from the  Company  to the  subscriber  and the
         Company bears the risk of loss on the cellular  phone.  Under the gross
         method commission and related cost of goods sold for the cellular phone
         is recognized when the Company ships the phones.

         STOCK OPTIONS AND WARRANTS:  The Company uses a fair value based method
         of accounting for stock based  compensation  to employees.  The Company
         also  accounts for stock options and warrants  issued to  non-employees
         for services under the fair value method of accounting.

         NET INCOME (LOSS) PER COMMON SHARE:  Net income (loss) per common share
         is computed  by  dividing  net income  (loss) by the  weighted  average
         number of common  shares  outstanding  during the period.  The weighted
         average  number of common stock shares  outstanding  was 18,325,777 for
         the three months ended March 31, 2004  (14,914,615 for the three months
         ended March 31, 2003).

         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.
         Accordingly,  upon settlement, actual results may differ from estimated
         amounts.

                                        7
<PAGE>
                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004


2.       Operations
         ----------

         Management of the Company plans to continue to restructure  debt,  seek
         profitable  products,  reduce operating  expenses,  and seek additional
         capital and debt  financing  until  operations  achieve  profitability.
         Management of the Company believes the above actions,  along with other
         plans,  will allow them to continue  operations and ultimately  achieve
         profitability. Until then, the Company is dependent upon its ability to
         obtain  additional   capital  and  debt  financing.   The  consolidated
         financial  statements  as of March 31, 2004 do not reflect  adjustments
         relating to the recorded asset  amounts,  or the amounts of liabilities
         that would be  necessary  should the Company not be able to continue in
         existence.

3.       Note payable
         ------------

         The note payable was due in  installments of $5,000 on January 15, 2004
         and  February  15,  2004,  plus  interest at the rate of 10% per annum.
         Final payment was due March 15, 2004. The note is secured by all of the
         Company's accounts receivable,  inventories,  and computer hardware and
         software and is guaranteed by two former  officers of the Company.  The
         Company is currently in default with respect to the agreement.

4.       Accrued liabilities
         -------------------

         Accrued expenses consisted of the following at:
<TABLE>
<CAPTION>
                                                         March 31,       December 31,
                                                           2004             2003
                                                       -------------  ----------------
<S>                                                     <C>              <C>
         Payroll and payroll related liabilities        $   612,136      $   548,195
         Commission charge-backs                             72,750          361,463
         Professional fees                                   35,000           35,000
                                                         ----------       ----------

                                                        $   719,886      $   944,658
                                                         ==========       ==========
</TABLE>

         The Company is non-compliant  with respect to certain federal and state
         payroll related taxes.  Included in accrued payroll and payroll related
         liabilities  for 2004  and 2003 is  approximately  $540,800  of  unpaid
         payroll taxes.

5.       Payable to related parties
         --------------------------

         Advances from related parties consisted of the following at:
<TABLE>
<CAPTION>
                                                                                  March 31,      December 31,
                                                                                    2003             2002
                                                                                -------------  ----------------
<S>                                                                             <C>              <C>
              Advance due to a corporation owned by a former
                officer of the Company, bearing interest at 10% per
                annum, due on demand and unsecured                              $    54,000      $    54,000
</TABLE>
                                        8
<PAGE>

                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004


5.       Payable to related parties (continued)
         --------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                  <C>              <C>
              Advance due to a former officer of the Company,
                bearing interest at 10% per annum, due on demand
                and unsecured                                                        732,555          732,555
                                                                                  ----------       ----------

                                                                                 $   786,555      $   786,555
                                                                                  ==========       ==========
</TABLE>

6.       Loans payable - convertible debentures
         --------------------------------------

         Loans payable - convertible debentures consists of unsecured loans from
         two individuals  whereby the principal of the note is convertible  into
         the  Company's  common  stock at the option of the holder.  Interest on
         borrowings is payable  quarterly at a rate of 20% per annum.  The notes
         were due in  installments  of $15,000 on November 13, 2003,  $13,750 on
         December 13, 2003 and January 13, 2004, with final payment due February
         13,  2004.  The Company is  currently  in default  with  respect to the
         agreements.  The notes are convertible  into the Company's common stock
         at a conversion  rate of 75% of the closing bid price of the  Company's
         common stock one trading day prior to conversion.

7.       Payable to stockholder
         ----------------------

         The payable to  stockholder  consists of advances  from Novanet  Media,
         Inc.  for  working  capital  purposes.   The  advances  are  unsecured,
         non-interest  bearing and due on demand;  however,  Novanet Media, Inc.
         has agreed not to demand  repayment of the advances before May 2005 and
         unless cash is available from a merger,  capital stock exchange,  asset
         acquisition, or other business combination, or from operations.

8.       Capital stock transactions
         --------------------------

         On March 7, 2003,  the Company  issued  1,250,000  shares of its common
         stock in  exchange  for debt of  $87,500  owed to the  provider  of its
         cellular phone service.

9.       Stock options
         -------------

         The Company's  stock option  activity for options  granted to employees
         and  non-employees  is summarized as follows for the three months ended
         March 31, 2004:

<TABLE>
<CAPTION>
                                                                      Weighted                       Weighted
                                                                       average                        average
                                                                      exercise        Shares         exercise
                                                        Shares          price       exercisable        price
                                                   ---------------   -----------  ---------------  -----------
<S>                                                     <C>            <C>             <C>             <C>
             Outstanding at January 1, 2004             2,925,000      $  .48          2,925,000       $ .48
                                                                     ===========  ===============  ===========
             Expired                                     (200,000)     $ 1.00
                                                     -------------   ===========

             Outstanding at March 31, 2004              2,725,000      $  .44          2,725,000       $ .44
                                                     =============   ===========    =============  ===========
</TABLE>
                                        9
<PAGE>

                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004


9.       Stock options (continued)
         -------------------------

         The Company's  stock option  outstanding  and  exercisable at March 31,
         2004 is summarized as follows:

<TABLE>
<CAPTION>
                                Options outstanding                                 Options exercisable
           --------------------------------------------------------------  -----------------------------------
                                                  Weighted average
                                            -----------------------------                        Weighted
               Range                           remaining      exercise                            average
             of prices          Shares           life           price           Shares        exercise price
           --------------  ---------------  --------------  -------------  ---------------   -----------------
<S>         <C>                <C>              <C>             <C>            <C>                 <C>
            $.04 - $.99        1,625,000        2 years         $.21           1,625,000           $.21
           ============                         =======          ===                                ===
           $.99 - $1.25        1,100,000        2 years         $.90           1,100,000           $.90
           ============     ------------        =======          ===           ---------            ===
           $.04 - $1.25        2,725,000        2 years         $.44           2,725,000           $.44
           ============     ============        =======          ===           =========            ===
</TABLE>

10.      Settlements
         -----------

         The Company  entered into a consulting  agreement in September 2002 for
         advisory,   investor  relations  and  public  relations  services.  The
         consulting  firm and the Company have taken the position that the other
         is in default of the  agreement.  The Company and the  consulting  firm
         reached a  settlement  in April 2004  whereby  the  Company  will issue
         100,000 shares of its common stock granted to the consulting firm under
         the original  consulting  agreement;  however,  the consulting  firm is
         restricted from reselling the shares. Under the terms of the settlement
         agreement  the  consulting  firm may resell no more than 3,000 share of
         the  Company's  common  stock per week and no more than an aggregate of
         50,000  shares  over  a  period  of  120  days  from  the  date  of the
         settlement.  They are further  restricted  from reselling the Company's
         common stock until  September 13, 2004 at which time they may resell no
         more than 3,000  shares of the  Company's  common stock per week and no
         more than an aggregate of 50,000 shares over a period of 120 days.  The
         settlement had no effect on the  accompanying  financial  statements as
         the stock options granted under the original consulting agreement where
         previously reflected.

         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 is  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.

         In April 2004, the Company  reached a settlement  with a cellular phone
         service  provider  whereby the Company has agreed to issue the provider
         250,000 shares of common stock previously granted. However, the Company
         and the  cellular  phone  service  provider are  currently  negotiating
         mutually acceptable share resale terms.

                                       10
<PAGE>

                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                                 March 31, 2004

10.      Settlements (continued)
         -----------------------

         The settlement had no effect on the accompanying  financial  statements
         as the stock options  granted to the cellular  phone  service  provider
         where previously reflected.















































                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION & 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, 2004  compared to the three months ended March 31,
--------------------------------------------------------------------------------
2003:
-----

         In March  2003,  the  Company  changed  their  business  model  whereby
cellular  phone service  providers,  or a fulfillment  company,  began  shipping
cellular  telephones  directly  to the  Company's  subscribers,  rather than the
Company carrying  cellular  telephone  inventories and shipping to the Company's
subscribers.

         Also,  effective  September 9, 2003, all then-existing  officers of the
Company resigned and were replaced with new management.

         Revenues  were  $303,120  for the three  months  ended  March 31,  2004
compared to $2,460,950 for the three months ended March 31, 2003. The $2,157,830
decrease  reflects  the impact of the change in the  Company's  business  model.
Under the new model,  the  Company  records  revenue  on a "net"  basis when the
master dealers ship the phones to the  subscriber.  Under the previous  business
model,  the Company recorded revenue on a "gross" basis when the Company shipped
the phones. The decrease in revenues also reflects the impact of the elimination
of unprofitable products by new management.

          There were no costs of revenues  for the three  months ended March 31,
2004  compared to $996,147 for the three months ended March 31, 2003.  Under the
previous  business  model the  Company  no  longer  carries  cellular  telephone
inventories, rather than the Company bearing the risk of loss of the phones.

         There were also no selling  expenses  for the three  months ended March
31, 2004  compared to $614,438 for the three  months  ended March 31, 2003.  The
decrease  reflects  the impact of the  change in the  Company's  business  model
whereby  the  service  provider  is  now  responsible  for  handling  all  order
fulfillment processes, customer service, verification and shipping.

         General and administrative  expenses were $303,120 for the three months
ended March 31, 2004 or 34.6% of revenues  compared to $1,135,738  for the three
months  ended

                                       12
<PAGE>
March 31, 2003 or 46.2% or  revenues.  The  decrease  reflects the impact of the
change in the Company's business model and the impact of new management reducing
overhead.

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

As of March 31, 2004 compared to December 31, 2003:
---------------------------------------------------

         The Company had a working capital deficit of $2,490,623 as of March 31,
2004  compared to a working  capital  deficit of  $2,720,748  as of December 31,
2003. The decrease in the Company's  working capital deficit was a result of the
Company  achieving  profitable  operations  of $198,278  during the three months
ended March 31, 2004.

         Since  September 2003 when new management  began  operating the Company
approximately  $1,483,200 of accounts payable and accrued  liabilities have been
renegotiated  into term debt or converted to capital  stock of the Company.  New
management  expects to continue to improve its working capital by  restructuring
debt, seeking  profitable  products,  reducing overhead,  and seeking additional
capital  until debt can be  satisfied  and assets  recovered  through  continued
profitable operations.

         A major stockholder  advanced an additional  $27,000 to the Company for
working capital  purposes during the three months ended March 31, 2004 and as of
that date has advanced the Company an  aggregate of $184,634.  This  stockholder
has agreed not to demand  repayment of the  advances  before May 2005 and unless
cash is available from a merger, capital stock exchange,  asset acquisition,  or
other  business  combination,  or  from  operations.  However,  there  can be no
assurances  that this  stockholder  will  continue  to provide  advances  to the
Company.



























                                       13
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

As of March 31. 204, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and President, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-14 of the  Securities Exchange Act of 1934.  Based upon
that eva1uation, these principal executive officers and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company, including its consolidated subsidiaries, required to be included in the
Company's periodic SEC filings. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation.













































                                       14
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

(a)              Exhibits.
                 --------

Exhibit
Number           Description of Document

3.1(a)           Articles of Incorporation (Incorporated by reference)

3.1(b)           Amendment to Articles of Incorporation (Incorporated by
                 reference)

3.2              ByLaws (Incorporated by reference)

4.0              Description of Series A Convertible Preferred Stock
                 (Incorporated by reference)

31               Rule 13a-14(a)/15d-14(a) Certification

32               Section 1350 Certification


(b)              Reports on Form 8-K.
                 -------------------
                 No reports on Form 8-K were filed during the period covered by
                 this report.


                                   SIGNATURES

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

Date: June 4, 2004               CYBERADS, INC.

                                 By: /s/ WALTER TATUM
                                 --------------------------
                                 Walter Tatum, President



















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