SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 2
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 15, 2006
(January 4, 2006)
CYBERADS, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
333-62690 65-1000634
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(Commission File Number) (IRS Employer Identification Number)
370 Amapola Ave. # 202, Torrance, California 90501
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(Address of principal executive offices, including zip code)
1-800-288-3099
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(Registrant's telephone number, including area code)
N/A
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(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
("Steers ").
During the period of engagement from December 2003 through
January 4, 2006, the auditor's reports issued by Steers did not contain
an adverse opinion, a disclaimer of opinion, nor were the reports
qualified or modified as to uncertainty, audit scope or accounting
principles. However, the audit reports did reflect 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
EXHIBITS
16.1 Letter from Timothy L. Steers, CPA, LLC
SIGNATURES
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 14, 2006 By: /s/ JEFF CRISWELL
Chief Executive Officer