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 September 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)

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




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

                          Yes    XX                  No
                              --------                  --------

As of November 16, 2005, the number of outstanding shares of the issuer's common
stock, $.001 par value, was 100,751,777 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 Sheets for the periods ended
                September 30, 2005 and December 31, 2004..................... 3

         Consolidated Unaudited Statements of Operations for the Three Months
               and Nine Months ended September 30, 2004 and 2005............. 4

         Consolidated Unaudited Statement of Cash Flows for the
                for the Three Months and Nine Months ended
                September 30, 2004 and 2005.................................. 5

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


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 11


ITEM 3.  CONTROLS AND PROCEDURES............................................. 12


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS............................................................ 13


SIGNATURES................................................................... 13






























                                        2
<PAGE>
                                 CYBERADS, INC.
<TABLE>
<CAPTION>
                      Consolidated Unaudited Balance Sheets
         For the periods ended September 30, 2005 and December 31, 2004

                                                                            September 30,        December 31,
                                                                                2005                 2004
                                                                         -----------------    -----------------
                                   Assets
<S>                                                                      <C>                  <C>
Current asset -
   Cash                                                                   $           198      $             -

Property and equipment, net                                                        14,171               14,171

Marketing rights                                                                  210,000                    -

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

                                                                          $       232,954      $        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                                                              142,472                    -

Payable to stockholder                                                            191,609                    -


Net Capital Deficiency:
   Preferred stock; $.001 par value; authorized 500,000,000 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 96,781,777 in 2005 (23,225,777 in 2004)                 96,782               23,226
   Common stock to be issued                                                       40,050              440,050
   Additional paid in capital                                                  22,584,648           16,170,085
   Retained deficit                                                           (25,422,346)         (19,234,546)
                                                                           --------------       --------------
     Net capital deficiency                                                    (2,700,030)         (2,600,349)
                                                                           --------------       --------------

                                                                          $       232,954      $        22,756
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                 CYBERADS, INC.

                 Consolidated Unaudited Statements of Operations
     for the three months and nine months ended September 30, 2004 and 2005


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

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

Gross profit                                                -              -                  -        303,120

Operating expenses:
   Selling                                              3,692              -            730,406              -
   General and administrative                       1,632,190        231,482          5,451,092        755,824
                                                -------------    -----------      -------------    -----------
     Total operating expenses                       1,635,882        231,482          6,181,498        755,824
                                                -------------    -----------      -------------    -----------

Net loss from operations                           (1,635,882)      (231,482)        (6,181,498)      (452,704)

Other income (expenses):
   Other income                                             -              -                  -          4,847
   Interest expense and
    financing costs, net                               (5,502)        (9,663)            (5,502)       (15,663)
                                                -------------    -----------      -------------    -----------
     Total other expenses                              (5,502)        (9,663)            (5,502)       (10,816)
                                                -------------    -----------      -------------    -----------

Net loss before provision for
  income taxes                                     (1,641,384)      (241,145)        (6,187,000)      (463,520)

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


Net loss                                       $   (1,641,384)  $   (241,145)    $   (6,187,800)  $   (463,520)
                                                =============    ===========      =============    ===========



Net loss per common share                      $        (.029)  $      (.012)    $        (.154)  $      (.024)
                                                =============    ===========      =============    ===========
</TABLE>

                             See accompanying notes.

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

                 Consolidated Unaudited Statements of Cash Flows
     for the Three Months and Nine Months ended September 30, 2004 and 2005


                                                     Three months ended                 Nine months ended
                                                        September 30                      September 30
                                               ------------------------------    ------------------------------
                                                    2005             2004             2005             2004
                                               ---------------  -------------    ---------------  -------------
<S>                                            <C>              <C>              <C>              <C>
Cash flows from operating activities:
  Net loss                                      $  (1,641,384)  $   (241,145)    $   (6,187,800)  $   (463,520)
  Adjustment to reconcile net loss to net cash
   provided by (used in) operating activities:
    Deferred net revenue                                6,330              -            142,472              -
    Common stock issued in exchange for services    1,614,840        250,000          6,088,119        439,500
    Common stock issued in exchange for interest            -          9,663                  -          9,663
    Changes in assets and liabilities:
      Receivables                                           -              -                  -         20,380
      Outstanding checks in excess of cash in
       bank                                                 -              -                  -         13,567
      Accounts payable                                      -        (18,518)           (25,002)      (190,531)
      Accrued liabilities                                   -              -                800         69,941
                                                -------------    -----------      -------------    -----------
                                                      (20,214)             -             18,589       (101,000)
 Cash flows from investing activities -
   Purchase of marketing rights                             -              -           (210,000)             -
Cash flows from financing activities:
   Principal repayments of note payable                     -              -                  -        (11,000)
   Advances received from stockholder, net              5,945              -            191,609         47,000
   Proceeds from stock options
    exercised                                               -              -                  -         65,000
                                                -------------    -----------      -------------    -----------
                                                        5,945              -            191,609        101,000
                                                -------------    -----------      -------------    -----------

Net change in cash                                    (14,269)             -                198              -
Cash at beginning of period                            14,467              -                  -              -
                                                -------------    -----------      -------------    -----------

Cash at end of period                          $          198   $          -     $          198   $          -
                                                =============    ===========      =============    ===========


                                                     Three months ended                 Nine months ended
                                                        September 30                      September 30
                                               ------------------------------    ------------------------------
                                                    2005             2004             2005             2004
                                               ---------------  -------------    ---------------  -------------
Supplemental discourse of cash flow information -
   Cash paid for interest                      $        5,502   $          -     $        5,502   $          -
                                                =============    ===========      =============    ===========

   Supplemental disclosure of non-cash investing & financing activities:
   Common stock issued in exchange for payable to
    stockholder                                $            -   $    204,634     $            -   $    204,634
                                                =============    ===========      =============    ===========

   Accounts payable converted to note payable  $            -   $    185,192     $            -   $    185,192
                                                =============    ===========      =============    ===========
</TABLE>


                             See accompanying notes.

                                       5




<PAGE>

                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                               September 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 September 30, 2005 and 2004 and
         for the three and nine 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 nine months ended September 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 56,048,712 for
         the three months ended September 30, 2005 (20,208,386 for the three
         months ended September 30, 2004) and 40,163,794 for the nine months
         ended September 30, 2005 (19,115,193 for the nine months ended
         September 30, 2004).

                                       6
<PAGE>
                                 CYBERADS, INC.

                   Notes to Consolidated Financial Statements
                               September 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 nine months ended September 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 nine months ended September 30, 2005, the Company collected
         $171,450 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 September 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 nine months
         ended September 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
                               September 30, 2005


5.       Accrued liabilities
         -------------------
<TABLE>
<CAPTION>
         Accrued expenses consisted of the following at:
                                                                              September 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
                                                                                  ==========       ==========

6.       Payable to related parties
         --------------------------
         Payable to related parties consisted of the following at:
                                                                              September 30,      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
                                                                                  ==========       ==========
</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 November 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.

                   Consolidated Notes to Financial Statements
                               September 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
         -------------------------
         Effective August 19, 2005, the Board of Directors of the Company
         approved to increase the authorized common stock from 50,000,000 shares
         to 500,000,000.

         During the nine months ended September 30, 2005, the Company issued an
         aggregate of 73,556,000 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 $6,088,119 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 nine months ended
         September 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                                       (950,000)     $ .053
                                                     ------------       =====

           Outstanding at
             September 30, 2005                           950,000      $ .460            950,000       $.460
                                                     ============       =====       ============        ====
</TABLE>

                                       9
<PAGE>
                                 CYBERADS, INC.

                   Consolidated Notes to Financial Statements
                               September 30, 2005


11.      Stock options (continued)
         -------------------------
         The Company's stock option outstanding and exercisable at September 30,
         2005 is summarized as follows:
<TABLE>
<CAPTION>
                                                       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         700,000          8 mo.         $  .267           700,000          $  .267
            ===========                          =====          ======                             ======
               $1.00            250,000          1 yr.         $  1.00           250,000          $  1.00
               =====         ----------          =====            ====        ----------             ====
           $.04 - $1.00         950,000          9 mo.         $  .460           980,000          $  .460
           ============         =======          =====          ======           =======           ======
</TABLE>


                                       10
<PAGE>

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

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

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

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

Nine months ended September 30, 2005 compared to the nine months ended September
--------------------------------------------------------------------------------
30, 2004 and three months ended  September 30, 2005 compared to the three months
--------------------------------------------------------------------------------
ended September 30, 2004:
-------------------------

<TABLE>
<CAPTION>
                                Nine months ended September 30             Decrease
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   Revenue                       $          -    $    303,120    $    303,120         -
                                ==============  ==============  ==============  ==============
</TABLE>

Revenue for the nine months ended  September  30, 2004 resulted from the sale of
cellular telephones. Due to the Company's limited sales resources limited effort
was devoted toward that business.

<TABLE>
<CAPTION>
                                Nine months ended September 30             Increase
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   Selling expenses              $    730,406    $          -    $    303,120         -
                                ==============  ==============  ==============  ==============
</TABLE>

Selling  expense for the nine months ended  September 30, 2005 resulted from the
sale of the X-board dealerships. That business activity began in 2005.

<TABLE>
<CAPTION>
                                Three months ended September 30             Increase
                                -------------------------------  -------------------------------
                                     2005             2004           Amount         Percentage
                                --------------   --------------  --------------   --------------
<S>                             <C>              <C>             <C>              <C>
   General & administrative
     expenses                    $  1,632,190     $    231,482    $  1,400,708          605
                                ==============   ==============  ==============   ==============
</TABLE>


<TABLE>
                                Nine months ended September 30             Increase
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   General & administrative
     expenses                    $  5,451,092    $    755,824    $  4,695,268         621
                                ==============  ==============  ==============  ==============
</TABLE>

                                       11
<PAGE>
General and  administrative  for the three and nine months ended  September  30,
2005  increased as a result of additional  management  and  consulting  expenses
primarily in an effort to identify additional business opportunities.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2005 compared to December 31, 2004:

<TABLE>
<CAPTION>
                                        As of September 30                 Increase
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   Marketing rights              $    210,000    $          -    $    210,000         -
                                ==============  ==============  ==============  ==============
</TABLE>


Marketing  rights  increased as a result of the Company's  purchase of rights to
resale X-Board dealerships to others.

<TABLE>
<CAPTION>
                                        As of September 30                 Increase
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   Deferred net revenue          $    142,472    $          -    $    142,472         -
                                ==============  ==============  ==============  ==============
</TABLE>

Deferred  net revenue  consisted  of the resale of X-Board  dealerships,  net of
commissions.  The X-Board product has not yet come to market.  Accordingly,  the
Company has not recorded the sales as revenue.

<TABLE>
<CAPTION>
                                        As of September 30                 Increase
                                ------------------------------  ------------------------------
                                     2005            2004           Amount        Percentage
                                --------------  --------------  --------------  --------------
<S>                             <C>             <C>             <C>             <C>
   Payable to stockholder        $    191,609    $          -    $    191,609         -
                                ==============  ==============  ==============  ==============
</TABLE>

Payable to  stockholder  consisted of advances  from a  stockholder  for working
capital purposes.



ITEM 3.  CONTROLS AND PROCEDURES

As of September 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.

                                       12
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS


Exhibit
Number           Description of Document

 3.1    Articles of Incorporation as Amended *

 3.2    Bylaws *

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

*  Filed by reference to a prior filing by Registrant.


                                   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,
                                 Chief Executive Officer






























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