Washington, D.C. 20549

                                    Form 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2006
                                                 (January 4, 2006)

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

                 (State or other jurisdiction of incorporation)

           333-62690                                     65-1000634
  -----------------------------             ------------------------------------
    (Commission File Number)                (IRS Employer Identification Number)

               370 Amapola Ave. # 202, Torrance, California 90501
          (Address of principal executive offices, including zip code)

              (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report)

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01         Changes in Registrant's Certifying Accountants

                  Effective January 4, 2006, the Registrant's terminated the
         services of its certifying auditors, Timothy L. Steers, CPA, LLC

                  During the period of engagement from December 2003 through
         January 4, 2006, the auditor's reports issued by Steers reflected
         uncertainties regarding the ability of the registrant to continue as a
         going concern. During the referenced period, there were no
         disagreements between the Registrant and Steers on any matter of
         accounting principles or practices, financial statement disclosure or
         auditing scope or procedure which, if not resolved to the satisfaction
         of Steers would have caused Steers to make reference to the matter in
         its reports on the Registrant's financial statements, had any such
         reports been issued. During the period of engagement from December 2003
         through January 4, 2006, there were no reportable events as the term
         described in Item 304(a)(1)(iv) of Regulation S-B.

                  Effective January 6, 2006, the Registrant engaged Williams &
         Webster, P.S. Certified Public Accountants, Spokane, Washington, as the
         registrant's certifying auditors.

                  The Registrant has provided to Steers a copy of the
         disclosures in this report and the Registrant has requested a letter
         from Steers addressed to the Commission confirming the statements made
         by the Registrant in this report. A copy of that letter is attached as
         an exhibit to this report.

Section 9 - Financial Statements and Exhibits


  16.1      Letter from Timothy L. Steers, CPA, LLC


         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 hereunto duly authorized.

                                                  CYBERADS, INC.

         Dated: February 7, 2006                  By: /s/ JEFF CRISWELL
                                                      Chief Executive Officer