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
                          Compensation to Walter Tatum
                            (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          $0.16             $800,000           $94.25
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"). Of the total being registered,
4,000,000 shares will be reserved for additional issuance pursuant to the
registrant's 2005 Compensation Plan for consultants and advisers and 1,000,000
will be issued to the registrant's President Walter Tatum for unpaid
compensation.

(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 February 14, 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 September 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.








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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.


























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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

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              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 February 14, 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                                     February 14, 2005
----------------------------------
Walter Tatum
President

Principal Financial Officer, Treasurer and
Directors

/s/ WALTER TATUM                                     February 14, 2005
----------------------------------
Walter Tatum


Directors:


/s/ WALTER TATUM                                     February 14, 2005
----------------------------------
 Walter Tatum




































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                                INDEX TO EXHIBITS


Exhibit Number (1)                      Exhibit                           Page
--------------                          -------                           ----
4.2                                      Bylaws                            *
                                (relevant portions only)             
                                                                     
5.1                       Opinion of Robert C. Laskowski, Esq.             8
                                  (regarding legality)               
                                                                     
23.1                      Consent of Robert C. Laskowski, Esq.             8
                               (included in Exhibit 5.1)             
                                                                     
                                                                     
23.2                       Consent of Timothy L. Steers, CPA, LLC          9
                                                                     
24.1                               Power of Attorney                       5
                      (see page 5 of this registration statement)    
                                                                   
(1)  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.

 *   Filed previously; filed here by reference. 

































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