FORM 10-QSB/A


                        SECURITY AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


(Mark One)

         (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001.

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ______________________ to ______________________.

Commission file number: 333-62690


                                 CYBERADS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

3350 N.W. Boca Blvd., Suite A-44, Boca Raton, Florida           33431
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:  (561) 338-9399


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [ ]           No   [X]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 19, 2001, there were 13,384,777 shares of Common Stock, par value
$.001 per share, outstanding.



<PAGE>
                                 CYBERADS, INC.



                                      INDEX





Part I.           Financial Information


Item 1.           Financial Statements (unaudited)


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations


Part II.          Other Information






















                                        2

<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2001
                            ------------------------
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
                                                                             (Unaudited)
<S>                                                                          <C>
CURRENT ASSETS
      Cash                                                                   $         0
      Accounts receivable                                                        148,282
      Deferred loan costs                                                         35,940
      Prepaid expenses                                                             2,040
                                                                             -----------
             Total Current Assets                                                186,262

PROPERTY AND EQUIPMENT - NET                                                      18,246
                                                                             -----------

TOTAL ASSETS                                                                 $   204,508
------------                                                                 ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
      Accounts payable and accrued expenses                                  $   203,252
      Related party advances                                                     559,649
      Loan payable                                                               150,000
      Other Current Liabilities                                                   66,990
                                                                             -----------
             Total Current Liabilities                                           979,891
                                                                             -----------


STOCKHOLDERS' DEFICIENCY
      Common stock, $.001 par value, 50,000,000 shares authorized,                13,295
         13,294,777 shares issued and outstanding
      Additional paid-in capital                                                 805,940
      Accumulated deficit                                                     (1,589,593)
                                                                             -----------
                                                                                (770,358)


      Less subscriptions receivable                                               (5,025)
                                                                             -----------

             Total Stockholders' Deficiency                                     (775,383)
                                                                             -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                               $   204,508
----------------------------------------------                               ===========
</TABLE>

                                       3

<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                     FOR THE
                                     -------


<TABLE>
<CAPTION>
                                                                                  Nine months
                                                                                     Ended
                                                                               September 30, 2001
                                                                               ------------------
                                                                                   (Unaudited)
<S>                                                                                   <C>
REVENUES                                                                       $        1,586,341
                                                                               ------------------
EXPENSES
      Advertising                                                                          11,183
      Amortization of Loan Cost                                                            35,940
      Bad debts                                                                           368,913
      Cash and prize winners                                                                    -
      Cellular service charges                                                             74,121
      Commissions                                                                         829,914
      Consulting fees                                                                     242,750
      Depreciation                                                                          3,498
      Insurance                                                                            39,357
      Payroll expenses                                                                    594,641
      Postage and shipping                                                                 40,875
      Professional fees                                                                    81,709
      Rent and Storage                                                                     45,000
      Telephone                                                                            32,640
      Web development and access fees                                                      29,636
      Other operating expenses                                                            132,702
                                                                               ------------------
             Total Expenses                                                             2,562,879
                                                                               ------------------

NET INCOME/(LOSS)                                                              $         (976,538)
-----------------                                                              ==================




BASIC NET LOSS PER COMMON SHARE AND EQUIVALENTS -                              $            (0.07)
                                                                               ==================

WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE
      PERIOD - BASIC                                                           $       13,293,489
                                                                               ==================

</TABLE>
                                       4

<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                     FOR THE
                                     -------

<TABLE>
<CAPTION>

                                                                                Three months
                                                                                    Ended
                                                                             September 30, 2001
                                                                             ------------------
                                                                                 (Unaudited)
<S>                                                                                  <C>
REVENUES                                                                     $          646,593
                                                                             ------------------
EXPENSES
      Advertising                                                                         2,458
      Amortization of Loan Cost                                                          35,940
      Bad debts                                                                         368,913
      Cash and prize winners                                                                  -
      Cellular service charges                                                           62,280
      Commissions                                                                       256,631
      Consulting fees                                                                    44,000
      Depreciation                                                                        2,870
      Insurance                                                                           8,641
      Payroll expenses                                                                  306,733
      Postage and shipping                                                               37,161
      Professional fees                                                                  23,013
      Rent and Storage                                                                   31,856
      Telephone                                                                          19,775
      Web development and access fees                                                    (2,495)
      Other operating expenses                                                           73,981
                                                                             ------------------
             Total Expenses                                                           1,271,757
                                                                             ------------------

NET (LOSS)                                                                   $         (625,164)
----------                                                                   ==================



BASIC NET LOSS PER COMMON SHARE AND EQUIVALENTS -                            $            (0.05)
                                                                             ==================
WEIGHTED AVERAGE SHARES OUTSTANDING DURING THE
      PERIOD - BASIC                                                         $       13,294,777
                                                                             ==================
</TABLE>

                                       5
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
      FOR THE PERIOD FROM APRIL 12, 2000 (INCEPTION) TO SEPTEMBER 30, 2001
      --------------------------------------------------------------------


<TABLE>
<CAPTION>




                                                                       ADDITIONAL                              DEFERRED
                                                    COMMON STOCK        PAID-IN    ACCUMULATED  SUBSCRIPTION  CONSULTING
                                                 SHARES      AMOUNT     CAPITAL      DEFICIT     RECEIVABLE      FEES       TOTAL
                                                 ------      ------     -------      -------     ----------      ----       -----
<S>                                            <C>        <C>          <C>           <C>         <C>          <C>        <C>
Stock issued to founders                       5,025,000  $   5,025                              $  (5,025)              $       -

Issuance of common stock for:

      Cash, net of offering costs                410,000        410      364,645                                           365,055

      Services                                   300,000        300      299,700                              (150,000)    150,000

      In-kind contribution of services                 -          -       13,175                                            13,175

      Acquisition of IDS Cellular, Inc.        7,500,000      7,500       (6,500)                                            1,000

Net loss for the period ended
      December 31, 2000                                -          -                  (613,055)                            (613,055)
                                              ----------  ---------   ----------  -----------    ---------  ----------   ---------

BALANCE December 31, 2000                     13,235,000     13,235      671,020     (613,055)      (5,025)   (150,000)    (83,825)
                                              ----------  ---------   ----------  -----------    ---------  ----------   ---------

Issuance of common stock for:

      Cash, net of offering costs                 59,777         60       53,740                                            53,800

      Deferred consulting fees recognized                                                                      150,000

      In-kind contribution of services                                     9,300

Value of options issued to Four Star
      Financials                                                          71,880

Net INCOME for the period ended
      September 30, 2001                                                             (976,538)                            (976,538)
                                              ----------  ---------  -----------  -----------    ---------  ----------   ---------

BALANCE September 30, 2001                    13,294,777  $  13,295  $   805,940  $(1,589,593)   $  (5,025) $        -   $(775,383)
                                              ==========  =========  ===========  ===========    =========  ==========   =========

</TABLE>


                                       6
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                     FOR THE
                                     -------

<TABLE>
<CAPTION>


                                                                                       Nine months
                                                                                          Ended
                                                                                   September 30, 2001
                                                                                   ------------------
                                                                                        (Unaudited)
<S>                                                                                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net (loss)                                                                   $         (976,538)
      Adjustments to reconcile net income/(loss) to net cash
        used in operating activities:

      Amortization of Loan Cost                                                                71,880

      Depreciation                                                                              3,498
      Stock issued for services                                                               150,000
      In-kind contribution of services                                                          9,300
      Increase in accounts receivable                                                        (100,774)
      (Increase) in Deferred Loan Cost                                                        (71,880)
      (Increase) in prepaid expenses                                                            7,961
      Increase in accounts payable and accrued expenses                                       155,567
      Increase in related party accounts payable                                              411,620
      Increase in Other Current Liabilities                                                    66,990

                                                                                   ------------------
             Net Cash Used in Operating Activities                                           (236,436)
                                                                                   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of property and equipment                                                     (16,726)
                                                                                   ------------------
             Net cash utilized in Investing activities                                        (16,726)
                                                                                   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Increase in loans payable                                                               150,000

      Proceeds from issuance of common stock, net of offering costs                            53,800
                                                                                   ------------------
             Net cash Provided by Financing activities                                        203,800
                                                                                   ------------------

NET (DECREASE)/INCREASE IN CASH                                                               (49,362)
-------------------------------

CASH, BEGINNING OF PERIOD                                                                      49,362
-------------------------                                                          ------------------

CASH, END OF PERIOD                                                                $                0
-------------------                                                                ==================
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
----------------------------------------------------------------------

In April 2000, the Company issued 5,025,000 shares of common stock to its
founders for a subscription receivable.

In June 2001, The Company issued 300,000 options to Four Star Financial Services
in connection with the credit facility they provided. The Company accounted for
this transaction as a deferred loan cost with a value of $71,880

                                       7

<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF SEPTEMER 30, 2001


NOTE 1   OPERATIONS OF THE COMPANY

         The Company began operations during the fourth quarter of the year
ended December 31, 2000. Accordingly, the Consolidated Statements of Operations
and Cash Flows have not been presented on a comparative basis.

NOTE 2   FINANCIAL STATEMENT PRESENTATION

         All adjustments, which in the opinion of management are necessary in
order to make the financial statements not misleading, have been included.

NOTE 3   EARNINGS PER SHARE

         The Company has reported only basic earnings per share for the nine
month and three month periods included in these financial statements. The
diluted earnings per share have not been reported, as this would reflect an
anti-dilutive effect on this calculation.

NOTE 4   LOAN PAYABLE

         The Company entered into a short-term credit facility with Four Star
Financial Services, LLC ("Four Star") that provides up to $150,000. The credit
facility carries a nominal interest rate of 33% per annum (and an effective
interest rate of 216%) and matures on December 17, 2001. The Company granted
Four Star options to purchase 300,000 shares of the Company's common stock at an
exercise price of $0.50. These options expire on June 22, 2006. The Company has
recorded deferred interest in connection with this loan of $71.880 in connection
with these options that will be amortized over the six-month period ending
December 2001 at a rate of $12,000 per month.

NOTE 5   SEGMENT INFORMATION

         The Company operates in two business segments, internet database
services and cellular phone applications. The following is a summary of the
Company's segment information for the period ended September 30, 2001:







                                       8
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001


NOTE 5   SEGMENT INFORMATION - continued
<TABLE>
<CAPTION>
        --------------------------------------------------- -------------- ---------------- -----------------
                                                            Internet          Cellular           Total
                                                            Database            Phone
                                                            Services         Application
        --------------------------------------------------- -------------- ---------------- -----------------
<S>                                                         <C>            <C>              <C>
        Revenues                                            $       0      $1,586,341       $1,586,341
        --------------------------------------------------- -------------- ---------------- -----------------
        Segment (loss)                                        (41,445)       (935,093)        (976,538)
        --------------------------------------------------- -------------- ---------------- -----------------
        Total assets                                           24,066         213,355          237,421
        --------------------------------------------------- -------------- ---------------- -----------------
        Additions to long-lived assets                              0          16,726           16,726
        --------------------------------------------------- -------------- ---------------- -----------------
        Depreciation and amortization                             942           2,556            3,498
        --------------------------------------------------- -------------- ---------------- -----------------
</TABLE>
The Company operates the cellular phone segment through its wholly owned
subsidiary IDS Cellular, Inc. ("IDS"). IDS receives its revenues from processing
applications for cellular phone services to one of several master dealers. The
Company operates its internet database services through Netads of South Florida,
Inc., a wholly owned subsidiary. The revenues for this segment will come from
the rental of its database primarily to direct marketing organizations.

NOTE 6   GOING CONCERN

         As reflected in the accompanying financial statements, the Company's
current period loss, working capital deficiency, and stockholders' deficiency of
$1,586,341, $793,629 and $775,383, respectively, along with a cash flow
deficiency from operations of $308,316, raised substantial doubts about its
ability to continue as a going concern.

         The Company will be instituting several steps during the third and
fourth quarters of this year that are expected to provide the additional cash
infusion that will be required to fund operations during the next 12 months.
These steps include the following: 1) Sign contracts directly with cellular
providers whereby the Company will not have to go through a master dealer. This
would speed-up cash receipts from billings by 7 to 10 days per invoice because
currently the Company does not receive payment from the master dealer until the
funds clear the master dealer's account. 2) The Company will attempt to
establish a credit facility with a lender (bank or factor) and borrow against
its bona fide receivables. This relationship will be pursued after the Company
achieves step 1. 3) The Company intends to make secondary sales of stock to the
public after the effective date of the Company's selling shareholder
registration statement.

         The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional capital and implement its business
plan. Management believes that when it accomplishes the steps outlined above
that the Company would have sufficient liquidity to remain viable for at least
12 months following the date of these financial statements.

                                       9
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF SEPTEMER 30, 2001



NOTE 7 SUBSEQUENT EVENTS

         On September 9, 2001 the Company entered into an agreement with Dow
Media, Inc. (Dow) under which, Dow will provide investor relations services. Dow
will receive a total of 90,000 shares of the Company's stock in exchange for
these services. The Contract requires Dow to provide these services for the
12-month period ending September 9, 2002. The shares were not issued until
subsequent to the balance sheet and are currently restricted.


























                                       10
<PAGE>
                                 CYBERADS, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS


General

         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.

Overview

         Through our wholly owned subsidiary, IDS Cellular, Inc., we began
operations in the fourth quarter of 2000 and began generating revenues in
December 2000. IDS Cellular, Inc. receives revenue by obtaining cellular phone
applications from several sources, including advertising banners placed at
various websites, and submitting approved applications to master dealers that
have contracted with various phone companies. IDS Cellular, Inc. has contracted
to do business with the website hosts, which we pay a commission for each
completed contract for cellular phone service. Management notes that a
comparison of results of operations is not possible as our was incorporated in
April 2000 and commenced operations in the fourth quarter of 2000.

Results of Operations

         Revenues were $47,548 from inception through December 31, 2000 and
$1,586,341 for the nine months ended September 30, 2001. The $1,538,793 increase
in revenues for the nine-month period ended September 30, 2001 as compared to
revenues from our inception through December 31, 2000 reflects the commencement
of our business operations, which occurred in December 2000. Materially all of
our revenues were generated from the sale of cellular telephones and services.
We generate revenues from commissions that are paid by certain service providers
whom we refer cellular phone and service customers. Revenues are recorded at the
time a cellular phone is delivered to a customer. We expect that our cellular
phone services will continue to generate the majority of our revenues.

         Expenses for the nine months ended September 30, 2001 were $2,562,879
as compared to $660,603 from inception through December 31, 2000. Expenses
through December 31, 2000 were mostly comprised of advertising costs of $112,744
and consulting fees of $321,000. Expenses for the nine month period ended
September 30, 2001 were related to the growth of our business operations and
other costs including, but not limited to, sales commissions for cellular phone
services sales ($829,914); payroll expense ($597,641); and consulting fees
($242,750). The consulting services provided consisted of management services,
day-to-day operational services, and website development. The majority of
individuals that provided consulting services presently serve as officers or key

                                       11
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


employees of our company. These services were initially provided under
consulting arrangements due to our financial condition. Due to our lack of
working capital, management believed it was less of a financial burden to work
with consultants rather than hire employees. Consulting fees should decrease, as
the majority of our consultants became employees of our company as our financial
condition improved.

         Accounts receivable increased $100,774 from $47,508 as of December 31,
2000 to $148,282 as of September 30, 2001. This increase is a result of our
increase in cellular phone services sales and the delay in collection of our
receivables from these sales. Our receivables have been historically collected
between 75 and 90 days after the close of the month in which they were created.
Some of the delays were caused by problems incurred as our cellular phone
operations were in its infancy. We wrote off accounts receivable totaling
$368,913 during the third quarter that was deemed uncollectable as of the end of
the period.

Liquidity and Capital Resources

         Since our inception we have experienced negative cash flow and have met
our cash requirements by issuing, through a private placement, our common stock
and by issuing stock as compensation for services provided. We have also funded
current obligations through the issuance of common stock and related party
loans. We generated additional funds through borrowings from an unrelated party.

         From inception until December 31, 2000, we relied on the proceeds from
the private sales of our equity securities of $365,055 and loans from related
parties to meet our cash requirements. Through September 30, 2001, we raised an
additional $53,800 through the private sale of our equity securities.

         As of December 31, 2000 we had an accumulated deficit of $613,055 and
cash in the bank of $49,362. At September 30, 2001 we had an accumulated deficit
of $1,589,593 and nil cash in the bank. Since inception through September 30,
2001, the deficit has been partly funded through the sale of common stock
totaling $490,735, a third party loan of $150,000 and net advances from related
parties of $559,649 for an aggregate of $1,200,384.

         Our net loss for the nine month period ended September 30, 2001 is
$976,538. We anticipate losses from operations (primarily due to our results of
operations for the nine months ended September 30, 2001) of approximately
$600,000 for the year ended December 31, 2001. Our cash requirements over the
next 12 months are anticipated to be approximately $3,500,000, consisting
primarily of commission expenses, payroll expenses and consulting fees. The
following sources, in addition to funds generated from operations, are available
to fund current operations: net advances from related parties ($559,649 during
the current fiscal year); loans from third party lenders ($150,000 obtained on
June 22, 2001) and private placement of our common stock for cash ($53,800
raised during the current fiscal year). We anticipate that cash generated from
operations, previous loans and equity investments, and additional related party
advances (if necessary) should be sufficient to provide us adequate liquidity
and capital resources for the next 12 months.


                                       12
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


         We have received net related party advances of $559,649, which are
payable on demand. Related party advances were from International Dialing
Services, which is wholly owned by Lawrence Levinson ($307,100), Lawrence
Levinson ($50,000) and other related parties ($202,549). In addition, on June
22, 2001 we received a $150,000 loan from Four Star Financial Services, LLC, a
California limited liability company. The loan is secured by a promissory note,
personally guaranteed by Lawrence Levinson and a security interest in all our
assets and accounts receivable. Four Star Financial Services, LLC also received
a five-year option to purchase 300,000 shares of our common stock exercisable at
$.50 per share. Our September 30, 2001 financial information records the value
of the options as additional paid in capital with the offset being deferred
interest expenses (a contra to the note payable). Costs were amortized over the
six month term of the loan. The loan from Four Star has been repaid.

         While our auditors have expressed substantial doubt as to our ability
to continue as a going concern, we anticipate that funds received from loans and
cash generated from our operations should be sufficient to satisfy our
contemplated cash requirements for the next 12 months. We intend to take several
steps that will provide the capital resources required to insure our viability
over the next 12 months. We intend to increase our revenues by negotiating
contracts directly with cellular providers. By contracting directly with
providers we will eliminate third party master dealer agreements and the costs
associated with these third party agreements. This will also speed up cash
receipts by 7 to 10 days by dealing directly with cellular providers. In
addition, we may increase the use of telemarketing companies to provide new
sales leads. Management believes the advantage to using telemarketing companies
is that telemarketing companies are only paid for successful leads. The
incentive for telemarketing companies to find successful leads may increase our
future sales. Finally, we intend to continue our affiliate program, from which
results have improved over the past several months. We may also attempt to raise
additional funds through private or public offerings. We may seek additional
borrowings through a new credit facility or a third party lender by borrowing
against our receivables. To date we have not identified any credit facility or
third party lender.

         We have no expectation of cash requirements over the next 12 months for
operating activities. We believe if the trend of increasing revenues remains
consistent, cash generated will be sufficient to support operations over the
next 12 months.

Plan of Operations

         Over the next twelve months, we plan to expand our cellular phone
marketing business. We recently leased additional office space to expand our
cellular phone services division, which we believe will enable us to process all
credit applications for wireless service with carriers' credit departments more
efficiently. We anticipate hiring additional employees as the workload dictates.
We do not anticipate any significant purchase of equipment unless we expand our
business. However, an anticipated increase in business with AT&T


                                       13
<PAGE>
                         CYBERADS, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



will directly effect the number of cellular phones we keep in inventory, as
contractual arrangements through AT&T require us to keep cellular phones for
anticipated sales in inventory at all times. If our cellular phone inventory
increases, we believe we will have adequate space to maintain this inventory.
The number and level of our employees at September 30, 2001 is adequate to
maintain our business.




























                                       14

<PAGE>
                                 CYBERADS, INC.


Part II: Other Information

ITEM 1:  Legal Proceedings
         None

ITEM 2:  Changes in Securities and Use of Proceeds

         On November 1, 2001 our board of directors adopted a stock option plan
("2001 Stock Option Plan") to provide additional incentive to retain and attract
qualified and competent persons who are key employees, consultants,
representatives, officers and directors of our company. 500,000 shares of Common
Stock, $.001 par value per share, have been reserved for issuance under the 2001
Stock Option Plan.

ITEM 3:  Defaults upon Senior Securities
         None

ITEM 4:  Submission of Matters to a vote of Securities Holders
         None

ITEM 5:  Other Information

         On September 9, 2001, we entered into an agreement with Dow Media, Inc.
under which Dow will provide us with investor relation services for a period of
twelve months. Dow will receive 90,000 shares of our common stock for investor
relation services provided to our company. These shares will be issued pursuant
to an exemption from registration under Section 4(2) of the Securities Act. The
shares will be restricted and will contain the appropriate restrictive legends.

         On October 30, 2001 CyberAds, Inc.'s selling shareholder registration
statement on Form SB-2, covering 469,777 shares of common stock of CyberAds
being offered by certain selling security holders, was declared effective by the
Securities and Exchange Commission.


ITEM 6:  Exhibits and Reports on Form 8-K

         (a)      Exhibits required by Item 601 of Regulation S-B
                  None

         (b)      Reports on Form 8-K
                  None


                                       15
<PAGE>
                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned as duly authorized officers of the Registrant.



                                           CYBERADS, INC.


                                           By: /s/ Lawrence Levinson
                                              -----------------------
                                              Lawrence Levinson,
                                              Chief Executive Officer



                                           By: /s/ Robert B. Kline
                                              --------------------------------
                                              Robert B. Kline,
                                              Principal Accounting Officer


Dated: January 18, 2002







                                       16