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 June 30, 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  August 22, 2005, the number of  outstanding  shares of the  issuer's
common stock, $.001 par value, was 43,781,777 shares.


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




                                        1
<PAGE>
                                TABLE OF CONTENTS



                         PART I - FINANCIAL STATEMENTS

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................

                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS............................................................ 12


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






























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

                           Consolidated Balance Sheets


                                                                              June 30,           December 31,
                                                                                2005                 2004
                                                                         -----------------    -----------------
                                     Assets
<S>                                                                       <C>                  <C>
Current asset -
   Cash                                                                   $        14,467      $             -

Property and equipment, net                                                        14,171               14,171

Marketing rights                                                                  210,000

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

                                                                          $       277,223      $        22,756
                                                                           ==============       ==============
                     Liabilities and Net Capital Deficiency

Current liabilities:
   Note Payable                                                           $       294,192      $       294,192
   Accounts payable                                                               804,220              829,222
   Accrued payroll and payroll related liabilities                                614,143              614,143
   Accrued liabilities                                                             39,793               38,993
   Payable to related parties                                                     786,555              786,555
   Loans payable - convertible debentures                                          60,000               60,000
                                                                           --------------       --------------
     Total current liabilities                                                  2,598,903            2,623,105

Deferred net revenue                                                              136,142                    -

Payable to stockholder                                                            185,664                    -


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, shares issued
    and outstanding 835,660                                                           836                  836
   Common stock; $.001 par value; shares authorized 50,000,000; shares issued
    and outstanding 42,456,777 in 2005 (23,225,777 in 2004)                        42,457               23,226
   Common stock to be issued                                                      440,050              440,050
   Additional paid in capital                                                  20,624,133           16,170,085
   Retained deficit                                                           (23,780,962)         (19,234,546)
                                                                           --------------       --------------
     Net capital deficiency                                                    (2,673,486)         (2,600,349)
                                                                           --------------       --------------

                                                                          $       277,223      $        22,756
                                                                           ==============       ==============
</TABLE>
                             See accompanying notes.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                 CYBERADS, INC.

                      Consolidated Statements of Operations


                                             Three months ended June 30           Six months ended June 30
                                        -----------------------------------  ----------------------------------
                                               2005              2004               2005              2004
                                        ----------------   ----------------  -----------------  ---------------
<S>                                      <C>                <C>                <C>               <C>
Revenues                                 $            -     $           -      $            -    $     303,120

Cost of revenues                                      -                 -                   -                -
                                          -------------      ------------       -------------     ------------

Gross profit                                          -                 -                   -          303,120

Operating expenses:
   Marketing                                     31,714                 -             726,714                -
   General and administrative                 2,406,187           419,500           3,818,902          524,342
                                          -------------      ------------       -------------     ------------
     Total operating expenses                 2,437,901           419,500           4,545,616          524,342
                                          -------------      ------------       -------------     ------------

Net loss from operations                     (2,437,901)        (419,500)          (4,545,616)        (221,222)

Other income (expenses):
   Other income                                       -                 -                  -             4,847
   Interest expense and financing
    costs, net                                        -            (6,000)                  -           (6,000)
                                          -------------      ------------       -------------     ------------
     Total other expenses                             -            (6,000)                  -           (1,153)
                                          -------------      ------------       -------------     ------------

Net loss before provision for income taxes   (2,437,901)        (425,500)          (4,545,616)        (222,375)

Provision for income taxes                          800                 -                 800                -
                                            -----------      ------------       -------------     ------------


Net loss                                 $   (2,438,701)    $   (425,500)      $   (4,546,416)   $    (222,375)
                                          =============      ============       =============     ============



Net loss per common share                $        (.065)    $      (.023)       $       (.143)   $       (.012)
                                          =============      ============        ============     ============
</TABLE>




                             See accompanying notes.

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

                      Consolidated Statements of Cash Flows

                                             Three months ended June 30           Six months ended June 30
                                        -----------------------------------  ----------------------------------
                                               2005              2004              2005               2004
                                        ----------------   ----------------  -----------------  ---------------
<S>                                      <C>                <C>                <C>               <C>
Cash flows from operating activities:
   Net loss                              $   (2,438,701)    $    (425,500)     $   (4,546,416)   $   (222,375)
   Adjustment to reconcile net loss to net
    cash provided by (used in) operating
    activities:
     Deferred net revenue                       126,142                 -             136,142               -
     Provision for doubtful accounts                800                 -                 800               -
     Common stock issued in exchange for
      services                                2,400,279           189,500           4,473,279         189,500
     Changes in assets and liabilities:
       Receivables                                    -                                     -          20,380
       Outstanding checks in excess of
        cash in bank                                  -                 -                   -          13,567
       Accounts payable                         (20,000)          145,000             (25,002)       (172,013)
       Accrued liabilities                            -             6,000                   -           69,941
                                            -----------       -----------       -------------     ------------
                                                 68,520           (85,000)             38,803        (101,000)
 Cash flows from investing activities -
   Purchase of marketing rights                 (65,000)                -            (210,000)               -
Cash flows from financing activities:
   Principal repayments of note payable               -                 -                            (11,000)
   Advances received from stockholder, net           20            20,000             185,664          47,000
   Proceeds from stock options
    exercised                                         -             65,000                  -          65,000
                                          -------------       ------------      -------------     -----------
                                                     20             85,000            185,664          101,000
                                          -------------       ------------      -------------     ------------

Net change in cash                                3,540                 -              14,467               -
Cash at beginning of period                      10,627                 -                   -               -
                                          -------------       -----------       -------------     -----------

Cash at end of period                    $       14,467      $          -      $       14,467    $          -
                                          =============       ===========       =============     ===========
</TABLE>











                             See accompanying notes.

                                       5
<PAGE>

                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                  June 30, 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 June 30, 2005 and 2004 and for
         the three and six 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 and six months ended June 30, 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 37,297,277 for
         the three months ended June 30, 2005 (18,799,403 for the three months
         ended June 30, 2004) and 31,754,365 for the six months ended June 30,
         2005 (18,562,590 for the six months ended June 30, 2004).

                                       6
<PAGE>

                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                                  June 30, 2005


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

         Net income (loss) per common share (continued): Convertible debentures,
         convertible preferred stock, common stock options, and common stock to
         be issued 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 six months ended June 30, 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 six months
         ended June 30, 2005, the Company collected $153,450 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 June 30, 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
         ----------------

         In March 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 six months
         ended June 30, 2005, the Company paid $210,000 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
                                  June 30, 2005


5.       Accrued liabilities
         -------------------
<TABLE>
<CAPTION>
         Accrued expenses consisted of the following at:
                                                                                  June 30,        December 31,
                                                                                    2005             2004
                                                                                -------------  ----------------
<S>                                                                              <C>              <C>
              Interest                                                           $     3,993      $     3,993
              California franchise taxes                                                 800                -
              Professional fees                                                       35,000           35,000
                                                                                  ----------       ----------

                                                                                 $    39,793      $    38,993
                                                                                  ==========       ==========
</TABLE>

6.       Payable to related parties
         --------------------------
<TABLE>
<CAPTION>
         Payable to related parties consisted of the following at:
                                                                                  June 30,       December 31,
                                                                                    2005             2004
                                                                                -------------  ----------------
<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

              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>

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 September
         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
                                  June 30, 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 six months ended June 30, 2005, the Company issued an
         aggregate of 19,231,000 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 $2,313,027 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
         June 30, 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                                     (200,000)     $ 1.00
                                                     ------------       =====

             Outstanding at June 30, 2005               1,700,000      $  .50          1,700,000       $.442
                                                     ============       =====       ============        ====
</TABLE>
<TABLE>
<CAPTION>

         The Company's stock option outstanding and exercisable at June 30, 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         9 mo.         $   .21          1,200,000         $   .21
            ===========                          =====          ======                             ======
           $1.00 - $1.15         500,000         9 mo.         $  1.00            500,000         $  1.00
========================    ------------         =====            ====       ------------            ====
           $.04 - $1.15        1,700,000         9 mo.         $  .442          1,700,000         $  .442
           ============        =========         =====          ======          =========          ======
</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 and six months ended June 30, 2005 compared to the three and six months
ended June 30, 2004:

         During the three and six months ended June 30, 2005, 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 and six months ended June 30, 2005
compared to revenues of $303,120 for the six months ended June 30, 2004.
Revenues for 2004 consisted of commissions earned from selling contracts to
subscribers for cellular telephone service, however, the Company is no longer
engaged in that business. During the three and six months ended June 30, 2005,
the Company resold rights to market the Xboard(TM) and collected $153,450,
however, the equipment is not yet available. Accordingly, the Company has
reported those sales as deferred revenue.

         Marketing expenses for the six months ended June 30, 2005 aggregated
$726,714 compared to no marketing expenses for the six months ended June 30,
2004. Marketing expenses for 2005 consisted of $695,000 of share based payments
relating to the resale of rights to market the Xboard(TM) and $31,714 of other
marketing costs. General & administrative expense for the six months ended June
30, 2005 aggregated $3,818,902 compared to $524,342 for the six months ended
June 30, 2004. The difference of $3,294,560 consisted of share based payments of
$3,778,279 in 2005 for consulting and management expenses incurred in connection
with the Company seeking other companies in which to merge or invest. Share
based payments aggregated $189,500 in 2004 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 June 30, 2005 compared to December 31, 2004:

         The Company's total assets as of June 30, 2005 were $277,223 compared
to $22,756 as of December 31, 2004. The increase of $254,467 consisted of the
acquisition of $210,000 of rights to market the Xboard(TM) and net cash flow for
the six months ended June 30, 2005.

         The Company's current liabilities as of June 30, 2005 were $2,598,903
compared to $2,623,105 as of December 31, 2004. However, total liabilities
aggregated $2,735,045 compared to $2,623,105 as of December 31, 2004. The
increase of $111,904 was due entirely to advances received from a shareholder
for cash flow purposes and to acquire the rights to market the Xboard(TM)
totaling $136,142 and the repayment of accounts payable of $25,002. The
shareholder who provided the advances has agreed not to demand repayment before
September 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 June 30, 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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Information Statement pursuant to Regulation 14C is incorporated herein by
reference.





































                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS


Exhibit
Number           Description of Document

31     Rule 13a-14(a)/15d-14(a) Certification (1)

32     Section 1350 Certification (1)

       (1)  Filed by reference to Form 10-QSB filed August 22, 2005.

                                   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: August 23, 2005               CYBERADS, INC.

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

































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