SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A


(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, 2005


   [ ]      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)

                                 (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  May 18, 2005, the number of  outstanding  shares of the  issuer's
34c881o777mmon stock, $.001 par value, was 22,925,777 shares.


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




                                        1
<PAGE>
                                TABLE OF CONTENTS



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

         Consolidated Unaudited Balance Sheet as of June 30, 2005............ 3

         Consolidated Unaudited Statements of Operations for the
                  Quarters ended June 30, 2005 and June 30, 2004............. 4

         Consolidated Unaudited Statements of Cash Flows for the
                  Quarter ended June 30, 2005................................ 5

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


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 10


ITEM 3.  CONTROLS AND PROCEDURES............................................. 11


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K..................................... 12


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






























                                        2
<PAGE>
<TABLE>
<CAPTION>
                                 CYBERADS, INC.

                           Consolidated Balance Sheets



                                                                              March 31,          December 31,
                                                                                2005                 2004
                                                                         -----------------    -----------------
<S>                                                                       <C>                  <C>
                                     Assets
Current asset -
   Cash                                                                   $        10,927      $             -

Property and equipment, net                                                        14,171               14,171

Marketing rights                                                                  145,000                    -

Deposits                                                                            8,585                8,585
                                                                           --------------       --------------

                                                                          $       178,683      $        22,756
                                                                           ==============       ==============
                     Liabilities and Net Capital Deficiency

Current liabilities:
   Note payable                                                           $       294,192      $       294,192
   Accounts payable                                                               824,220              829,222
   Accrued payroll & payroll related liabilities                                  614,143              614,143
   Accrued liabilities                                                             38,993               38,993
   Unearned revenue                                                                10,000                    -
   Payable to related parties                                                     786,555              786,555
   Loans payable - convertible debentures                                          60,000               60,000
                                                                           --------------       --------------
     Total current liabilities                                                  2,628,103            2,623,105

Payable to stockholder                                                            185,644                    -

Commitments & contingencies

Net capital deficiency:
   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 32,137,777 shares in 2005
    (23,225,777 shares in 2004)                                                    32,138               23,226
   Common stock to be issued                                                      440,050              440,050
   Additional paid in capital                                                  18,234,173           16,170,085
   Retained deficit                                                           (21,342,261)         (19,234,546)
                                                                           --------------       --------------
     Net capital deficiency                                                    (2,635,064)          (2,600,349)
                                                                           --------------       --------------

                                                                          $       178,683      $        22,756
                                                                           ==============       ==============
</TABLE>

                             See accompanying notes.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                 CYBERADS, INC.

                      Consolidated Statements of Operations


                                                                                Three months ended March 31
                                                                                 2005                2004
                                                                          ------------------  -----------------
<S>                                                                       <C>                  <C>
Revenues                                                                    $            -       $   303,120

Operating expenses:
   Marketing                                                                       695,000                 -
   General and administrative                                                    1,412,715           104,842
                                                                             -------------        ----------

Net income (loss) from operations                                                (2,107,715)         198,278

Other income                                                                             -             4,847
                                                                             -------------        ----------

Net income (loss) before provision for income taxes                              (2,107,715)         203,125

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


Net income (loss)                                                           $    (2,107,715)     $   203,125
                                                                             ==============       ==========



Net income (loss) per common share                                          $         (.079)     $      .011
                                                                             ==============       ==========
</TABLE>

                             See accompanying notes.




















                                       4
<PAGE>
<TABLE>
<CAPTION>
                                 CYBERADS, INC.

                      Consolidated Statements of Cash Flows


                                                                                Three months ended March 31
                                                                                 2005              2004
                                                                          ----------------   ------------------
<S>                                                                       <C>                <C>
Cash flows from operating activities:
   Net income (loss)                                                       $   (2,107,715)      $    203,125
   Adjustment to reconcile net income (loss) to net
    cash used in operating activities:
     Unearned revenue                                                              10,000                 -
     Common stock issued in exchange for services                               2,073,000                 -
     Changes in assets and liabilities:
       Receivables                                                                      -            20,380
       Outstanding checks in excess of cash in bank                                     -            13,567
       Accounts payable                                                            (5,002)          (28,300)
       Accrued liabilities                                                              -          (224,772)
                                                                            -------------        ----------
                                                                                  (29,717)          (16,000)

Cash flows from investing activities -
   Purchase of marketing rights                                                  (145,000)                -

Cash flows from financing activities:
   Principal repayments of note payable                                                 -           (11,000)
   Advances received from stockholder                                             185,644            27,000
                                                                            -------------        ----------
                                                                                  185,644            16,000
                                                                            -------------        ----------
Net change in cash                                                                 10,927                 -

Cash at beginning of period                                                             -                 -
                                                                            -------------        ----------

Cash at end of period                                                      $       10,927       $         -
                                                                            =============        ==========
</TABLE>


                             See accompanying notes.














                                       5
<PAGE>
                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


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

         Business: CyberAds, Inc. ("CyberAds") was incorporated in the state of
         Florida on April 12, 2000. In 2004, the Company earned commissions from
         selling approved contracts to subscribers for cellular telephone
         service. In 2005, management of the Company has devoted their attention
         toward seeking profitable products.

         Principles of consolidation: The accompanying consolidated financial
         statements include the accounts of CyberAds and it's 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, 2005 and 2004 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, 2005 and 2004 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.

         Marketing rights: Marketing rights are stated at cost and will be
         amortized over 10 years, the term of the rights.

         Revenue recognition: In 2004, the Company recorded revenue on a "net"
         basis when contracts were submitted to master dealers. The phones were
         shipped from the dealers to the subscriber and the Company did not bear
         the risk of loss on the cellular phone.

         Share based payments: 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 26,594,865 for
         the three months ended March 31, 2005 (18,325,777 for the three months
         ended March 31, 2004). Convertible debentures, convertible preferred
         stock, common stock options, and common stock to be issued

                                       6
<PAGE>
                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


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

         Net income (loss) per common share (continued): are considered common
         stock equivalents. Common stock equivalents have not been included in
         the computation of diluted loss per share as the effect on net loss per
         common share would be anti-dilutive.

         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.

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

         During the three months ended March 31, 2005, management of the Company
         negotiated to purchase rights to market the Xboard(TM), a jet-powered
         personal watercraft. The Company, in turn, has been reselling those
         rights to distributors of water sports products. During the three
         months ended March 31, 2005, the Company collected $10,000 from the
         resale of those rights.

         Management also plans to continue restructuring debt, seeking
         profitable products, reducing operating expenses, and seeking
         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, 2005 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.       Marketing rights
         ----------------

         During the three months ended March 31, 2005, the Company committed to
         purchase rights to market the Xboard(TM), a jet-powered personal
         watercraft, from Aqua Xtremes, Inc. aggregating $5,000,000. The term of
         the rights are for 10 years from the time the Xboard(TM) is available
         for market. During the three months ended March 31, 2005, the Company
         paid $145,000 toward the purchase agreement.

4.       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.

                                       7
<PAGE>
                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


5.       Accrued liabilities
         -------------------

         Accrued expenses consisted of the following at:
                                                  March 31,       December 31,
                                                    2005             2004
                                                 ------------  ----------------
              Interest                           $     3,993      $     3,993
              Professional fees                       35,000           35,000
                                                  ----------       ----------

                                                 $    38,993      $    38,993
                                                  ==========       ==========

6. Payable to related parties
         Payable to related parties consisted of the following at:
                                                  March 31,      December 31,
                                                    2005             2004
                                                 ------------  ----------------
              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

              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
                                                  ==========       ==========

7. 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.

8.       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 June 2006 and
         unless cash is available from a merger, capital stock exchange, asset
         acquisition, or other business combination, or from operations.

                                       8
<PAGE>
                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                 March 31, 2005


9.       Contingencies
         -------------

         The Company is non-compliant with respect to certain federal and state
         payroll related taxes. Included in accrued payroll and payroll related
         liabilities for 2005 and 2004 is approximately $540,800 of unpaid
         payroll taxes.

10.      Common stock transactions
         -------------------------

         During the three months ended March 31, 2005, the Company issued an
         aggregate of 8,912,000 shares of its common stock in exchange for
         marketing, management, and consulting services. The share based
         payments were valued at the fair value of the services received.
         Management estimated the fair value based on the closing bid price of
         the Company's common stock on the date of issuance, the historical
         trend of the trading prices for its common stock, and the volume of
         shares traded. The Company recorded expenses aggregating $2,073,000 as
         a result of the share based payments.

11.      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, 2005:
<TABLE>
<CAPTION>
                                                                           Fixed Plan
                                                   -----------------------------------------------------------
                                                                      Weighted                       Weighted
                                                                       average                        average
                                                                      exercise        Shares         exercise
                                                        Shares          price       exercisable        price
                                                   ---------------   -----------  ---------------  -----------
<S>                                                <C>               <C>          <C>             <C>
             Outstanding at January 1, 2005             1,900,000      $ .513          1,900,000       $.513
                                                                        =====       ============        ====
             Expired                                      (50,000)     $ 1.00
                                                     ------------       =====

             Outstanding at March 31, 2005              1,850,000      $  .50          1,850,000       $ .50
                                                     ============       =====       ============        ====
</TABLE>
<TABLE>
<CAPTION>
         The Company's stock option outstanding and exercisable at March 31,
2005 is summarized as follows:

                                                       Fixed Plan
           --------------------------------------------------------------------------------------------------
                                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 - $.50        1,200,000      1 yr. 1 mo.      $   .21          1,200,000         $   .21
           ============                       ===========       ======                             ======
           $1.00 - $1.15         650,000         9 mo.         $  1.04            650,000         $  1.04
           /============    ------------         =====            ====       ------------            ====
           $.04 - $1.15        1,850,000        10 mo.         $   .50          1,850,000         $   .50
           ============        =========        ======          ======          =========          ======
</TABLE>

                                       9
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
OF OPERATIONS:
--------------

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, 2005  compared to the three months ended March 31,
--------------------------------------------------------------------------------
2004:
-----

         During the three months ended March 31, 2004,  the Company was actively
seeking  companies  in which to merge or invest as well as  reselling  rights to
market the Xboard(TM), a jet-powered personal watercraft.

         There  were no  revenues  for the three  months  ended  March 31,  2005
compared  to revenues of $145,000  for the three  months  ended March 31,  2004.
Revenues for 2004  consisted  of  commissions  earned from selling  contracts to
subscribers  for  cellular  telephone  service,  however,  due to the  Company's
limited sales resources limited effort was devoted toward that business.  During
the three months ended March 31,  2005,  the Company  devoted its efforts to the
resale of rights to market the Xboard(TM) and collected  $10,000,  however,  the
equipment is not yet  available.  Accordingly,  the Company has  reported  those
sales as deferred revenue.

         Marketing expenses for the three months ended March 31, 2005 aggregated
$695,000 compared to no marketing  expenses for the three months ended March 31,
2004.  Marketing  expenses  for 2005 were share based  payments  relating to the
resale of rights to market the Xboard(TM).  General & administrative expense for
the three months ended March 31, 2005 aggregated $1,412,715 compared to $104,842
for the three  months  ended  March  31,  2004.  The  difference  of  $1,307,873
consisted of share based  payments of $1,378,000  for  consulting and management
expenses  incurred in connection  with the Company  seeking  other  companies in
which to merge or invest.

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

As of March 31, 2005 compared to December 31, 2004:
---------------------------------------------------

         The Company's total assets as of March 31, 2005 were $178,683  compared
to $22,756 as of December  31, 2004.  The increase of $155,927  consisted of the
acquisition of $145,000 of rights to market the Xboard(TM) and net cash received
from the sale of those marketing rights.

         The Company's current  liabilities as of March 31, 2005 were $2,628,103
compared to  $2,623,105  as of December 31,  2004.  However,  total  liabilities
aggregated  $2,813,744  compared to  $2,623,105  as of December  31,  2004.  The
increase of $185,644 was due entirely to advances  received  from a  shareholder
for cash flow purposes and to acquire the rights to market the  Xboard(TM).  The
shareholder has agreed not to demand  repayment of the advances before June 2006
and unless  cash is  available  from a merger,  capital  stock  exchange,  asset
acquisition, or other business combination, or from operations.



                                       10
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

As of  March  31,  2005  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.












































                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.  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)

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

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

32.1   Section 1350 Certification

32.2   Section 1350 Certification

                                   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: January 30, 2006           CYBERADS, INC.

                                 By: /s/ JEFF CRISWELL
                                 --------------------------
                                 Jeff Criswell, President
                                 and Chief Executive Officer




















                                       12