Exhibit 31

                            FORM 10-QSB CERTIFICATION

         I, Jeff Criswell, certify that:

         1. I have reviewed this  quarterly  report on Form 10-QSB of Cyberads,
Inc. for the quarter ending March 31, 2005;

         2. Based on my knowledge, this report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of Cyberads, Inc. as
of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for Cyberads, Inc. and have:

         A. Designed such disclosure controls and procedures to ensure that
material information relating to Cyberads, Inc., including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this report is being prepared;

         B. Designed such internal controls over financial reporting to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

         C. Evaluated the effectiveness of Cyberads, Inc.'s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

         D. Disclosed in this report any change in Cyberads, Inc.'s internal
controls over financial reporting that occurred during Cyberads, Inc.'s most
recent fiscal quarter that has materially affected or is reasonably likely to
materially affect, Cyberads, Inc.'s internal control over financial reporting.

         5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to Cyberads, Inc.'s auditors and the audit
committee of Cyberads, Inc.'s board of directors:

         A. All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect Cyberads, Inc.'s ability to record, process,
summarize and report financial information; and

         B. Any fraud,  whether or not  material,  that  involves  management or
other  employees who have a significant  role in  Cyberads, Inc.'s
internal control over financial reporting.


Date: May 19, 2005               CYBERADS, INC.

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