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)
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 Offices) (Zip Code)
Consultants and Advisers 2006 Compensation Plan
and
Officers and Directors Compensation
(Full title of the plan)
Jeff Criswell
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 Yamhill, 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 25,000,000 $0.02 $500,000 $58.85
per share shares
(1) This filing registers 25,000,000 shares of the Company's common stock,
par value $0.001 per share (the "Common Stock"),reserved for issuance pursuant
to the Company's 2006 Compensation Plan for consultants and advisers and for
compensation to officers and directors in lieu of cash 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 December 19, 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, 2004 and the Company's quarterly report on Form 10-QSB for
the period ended September 30, 2005, 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.
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
pro ceeding) is asserted by such director, officer, or controlling
person in connec tion 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 indemni
fication 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 December 19, 2005.
CYBERADS, INC.
By: /s/ JEFF CRISWELL
----------------------------------
Jeff Criswell
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Jeff Criswell 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:
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Principal Executive Officer and Director Date:
/s/ JEFF CRISWELL December 19, 2005
----------------------------------
Jeff Criswell
President
Principal Financial Officer, Treasurer and
Director
/s/ WALTER TATUM December 19, 2005
----------------------------------
Walter Tatum
Directors:
/s/ WALTER TATUM December 19, 2005
----------------------------------
Walter Tatum
/s/ JEFF CRISWELL December 19, 2005
----------------------------------
Jeff Criswell
/s/ AUGUST A. DEANGELO, II December 19, 2005
----------------------------------
August A. DeAngleo, II
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INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
-------------- ------- ----
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, 8
LLC
24.1 Power of Attorney 5
(see page 6 of this registration statement)
Other exhibits listed in Item 601 of SEC Regulation S-B are not
applicable.
Exhibit 5.1 Opinion of Robert C. Laskowski, Esq. (regarding legality).
ROBERT C. LASKOWSKI
Attorney at Law
520 SW Yamhill, Suite 600
Portland, Oregon 97204
Telephone: (503) 241-0780
Facsimile: (503) 227-2980
December 19, 2005
To the Board of Directors
Cyberads, Inc.
Gentlemen:
We have acted as counsel for Cyberads, Inc. ("Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, covering 25,000,000 shares of Company's
Common Stock, par value $0.001 per share (the "Shares"), issuable pursuant to
the Company's 2006 Compensation Plan for compensation to consultants, advisors,
officers and directors. We have reviewed the corporate action of Company in
connection with this matter and have examined and relied upon such documents,
corporate records, and other evidence as we have deemed necessary for the
purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Agreement, legally
issued, fully paid, and non- assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT C. LASKOWSKI
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Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Letterhead of Timothy L. Steers, CPA, LLC)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 25,000,000 shares of common stock of Cyberads, Inc.
of our report dated April 7, 2005 with respect to the consolidated financial
statements included in its Annual Report (Form 10- KSB) for the year ended
December 31, 2004, filed with the US Securities and Exchange Commission.
/s/ TIMOTHY L. STEERS, CPA, LLC
December 19, 2005
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