SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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



          Florida                                        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 Offices)                           (Zip Code)



                 Consultants and Advisers 2005 Compensation Plan
                            (Full title of the plan)


                                  Walter Tatum
                                 Cyberads, Inc.
                370 Amapola Ave. #202, Torrance, California 90501


           (Name, address, and telephone number of agent for service)


                                   Copies to:

                            Robert C. Laskowski, Esq.
                            520 SW Yamhil, Suite 600
                             Portland, Oregon 97204
                                 (503) 241-0780


                         CALCULATION OF REGISTRATION FEE




                                                                              Proposed
                                                    Proposed                  maximum              Amount of
Title of securities          Amount to          maximum offering         aggregate offering      registration
to be registered           be registered        price per share                price                  fee
                                (1)                   (2)                       (2)                   (3)
                                                                                         
Common Stock,
par value $0.001             5,000,000               $0.10                    $500,000              $117.70
per share                      shares



(1)      This filing registers 5,000,000 shares of registrant's common stock,
par value $0.001 per share (the "Common Stock"), reserved for issuance pursuant
to the registrant's 2005 Compensation Plan for consultants and advisers.

(2)      Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended, based on the closing
price for the Common Stock in the over-the-counter market on January 27, 2005.

(3)      Calculated in accordance with Section 6(b) of the Securities Act of
1933, as amended (the "Act"), and Securities and Exchange Commission ("SEC")
Rule 457(h) promulgated under the Act.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           Information required by Part I is permitted to be omitted.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:

         (a)      Company's annual report on Form 10-KSB for year ended December
                  31, 2003, filed pursuant to Section 13(a) or 15(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act");

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the year covered by the
                  annual report referred to in (a) above, specifically the
                  quarterly report on Form 10Q-SB for the quarter ended Septem
                  ber 30, 2004.

         All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.











                                       -2-

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Florida Business Corporation Act ("Corporation Act") permits the
indemnification of directors, officers employees and agents of the Company. The
Company's Articles of Incorporation and Bylaws provide that the Company shall
indemnify its officers and directors to the fullest extent permitted by the
Corporation Act. An officer or director is generally not entitled to
indemnification: (i) in connection with any proceeding charging improper
personal benefit to the officer or director in which the officer or director is
adjudged liable on the basis that personal benefit was improperly received; or
(ii) in connection with any proceeding initiated by such person against Company,
its directors, officers, employees, or other agents.

         Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 ("Act") is permitted to directors, officers and persons
controlling the Company pursuant the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

ITEM 8.  EXHIBITS.

         The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.



























                                       -3-

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (a)      To include any prospectus required by
                                    section 10(a)(3) of the Act;

                           (b)      To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereto)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (c)      To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    state ment or any material change to such
                                    information in the regis tration statement;

                           provided, however, that paragraphs A(1)(a) and
                           A(1)(b) do not apply if the information required to
                           be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the regis trant pursuant to Section 13 or Section
                           15(d) of the Exchange Act that are incorporated by
                           reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Act, each such post-effective amendment
                           shall be deemed to be a new registration statement
                           relating to the securities offered therein, and the
                           offering of such securities at that time shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the term ination of
                           the offering.

         B.       The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Act, each
                  filing of the registrant's annual report pursuant to Section
                  13(a) or Section 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
                  Act may be permitted to directors, officers, and controlling
                  persons of the registrant pursuant to the above-referenced
                  provisions, or otherwise, the registrant has been advised that

                                       -4-

                  in the opinion of the SEC such indemnification is against
                  public policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director,
                  officer, or controlling person of the registrant in the
                  successful defense of any action, suit, or proceed ing) is
                  asserted by such director, officer, or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.


                                   SIGNATURES

         Pursuant to the requirements of the Act, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Torrance, California, on January 27, 2005.

CYBERADS, INC.


By:      /s/ WALTER TATUM
         ----------------------------------
         Walter Tatum
         President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Walter Tatum, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him or her in
any and all capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto each such attorney and agent full power and authority to do any
and all acts and things necessary or advisable in connection with such matters,
and hereby ratifying and confirming all that each such attorney and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:




                                       -5-

Principal Executive Officer and Director             Date:

/s/ WALTER TATUM                                     January 27, 2005
----------------------------------
Walter Tatum
President

Principal Financial Officer, Treasurer and
Directors

/s/ WALTER TATUM                                     January 27, 2005
----------------------------------
Walter Tatum


Directors:

/s/ WALTER TATUM                                     January 27, 2005
----------------------------------
 Walter Tatum







































                                       -6-

                                INDEX TO EXHIBITS


Exhibit Number (1)                      Exhibit                             Page
--------------                          -------                             ----
4.2                                      Bylaws                              
                                (relevant portions only)

5.1                       Opinion of Robert C. Laskowski, Esq.               7
                                  (regarding legality)

23.1                      Consent of Robert C. Laskowski, Esq.               7
                               (included in Exhibit 5.1)

23.2                       Consent of Timothy L. Steers, CPA,
                                          LLC

24.1                               Power of Attorney                         5
                      (see page 6 of this registration statement)

(1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
         applicable.