U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
----------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from July 1 to September 30, 2003
--------------- -------------------------
Commission File Number: 333-62690
CYBERADS, INC.
-----------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its Charter)
Florida 65-1000634
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21073 Powerline Road, Suit 57, Boca Raton, Florida 33433
--------------------------------------------------------
(Address of principal executive offices)
Phone # (561) 6722193
--------------
(Issuer's telephone number)
(Former Name, former address and former fiscal year,
if changed since last Report.)
Check mark whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
-----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 16,049,777 shares of Common
Stock, par value $.0001, as of September 30, 2003.
INDEX
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Condensed Financial Statements (unaudited)
Balance Sheets
Statements of Operations
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis and Plan of Operations
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submissions of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
CYBERADS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2003
3
CYBERADS, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS
CONTENT
-------
PAGE 2 CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2003
(UNAUDITED)
PAGE 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003, AND 2002
(UNAUDITED)
PAGE 4 CONDESED CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
4
CYBERADS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
------
As at As at
CURRENT ASSETS 30-Sep-03 31-Dec-02
----------------- -----------------
Cash 103,978 -
Net Accounts Receivable 1,073,760.00
Inventory 156,234.00
Other Current Assets
-----------------------------------
Total Current Assets 103,978 1,229,994
-----------------------------------
PROPERTY AND EQUIPMENT - NET 14,171 210,659
-----------------------------------
OTHER ASSETS
Deposits 6,725 77,251
Other Assets 2,379 24,785
Goodwill 75,000
-----------------------------------
Total Other Assets 9,104 177,036
-----------------------------------
TOTAL ASSETS 127,253 1,617,689
===================================
LIABILITIES AND STOCKHOLDERS EQUITY
-----------------------------------
CURRENT LIABILITIES
Cash Overdraft 112,649
Accounts Payable 734,704 1,783,712
Advance- Related Parties 1,528,508 1,247,408
Accounts Payable- Related Parties 106,202 831,625
Accrued Expenses 583,791 655,612
Deferred Commission payables 206,660 -
Factor Payable - net 1,060,085 613,423
Notes Payable 72,000 -
Loan Payable - Convertible Debentures 60,000 60,000
-----------------------------------
Total Current Liabilities 4,351,950 5,304,429
STOCKHOLDER'S DEFICIENCY
Convertible Preferred Stock, $.001 par value, 5,000,000 shares authorized
none issued and outstanding
Common Stock, $.001 par value, 50,000,000 shares authorized, 17,049,777 -
shares issued and outstanding 17,050 14,775
Additional Paid In Capital 13,857,415 13,818,415
Accumulated Deficit (18,099,161) (17,512,914)
-----------------------------------
Total Stockholder's Deficiency (4,224,697) (3,679,725)
-----------------------------------
Deferred Financing Costs (7,015)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY 127,253 1,617,689
===================================
5
CYBERADS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the three For the three
month ended months ended
Sept. 30, 2003 Sept. 30, 2002
----------------------------------
NET REVENUES 320,700 1,817,718
COST OF REVENUES 1,302 952,172
----------------------------------
GROSS PROFIT 319,398 865,546
----------------------------------
OPERATING EXPENSES
Selling & Advertising 285,690 314,335
Payroll Expenses 147,762 819,646
General and Administrative 229,329 424,728
----------------------------------
Total Expenses 662,782 1,558,709
----------------------------------
GAIN (LOSS) FROM OPERATIONS (343,384) (693,163)
OTHER INCOME (EXPENSES)
Gain on theft of assets 12,027
Common Stock Expense (41,274)
Interest Expense (101,279) (142,299)
Loss on Reduction of Inventory (18,027)
Loss on Idle Equipment (138,648)
Loss on write-off chargeback (142,817)
Loss on prepaid write-off (20,057)
Interest Income 27
----------------------------------
Total Other Expenses (462,075) (130,272)
NET GAIN (LOSS) (805,459) (823,435)
==================================
NET GAIN (LOSS) PER COMMON SHARE EQUIVALENT - BASIC AND DILUTED (0.050) (0.057)
6
CYBERADS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the nine For the nine
month ended month ended
Sept. 30, 2003 Sept. 30, 2002
----------------------------------
NET REVENUES 3,897,574.45 6,058,247
COST OF REVENUES 987,918.26 2,834,279
----------------------------------
GROSS PROFIT 2,909,656 3,223,968
----------------------------------
OPERATING EXPENSES
Selling & Advertising 1,348,577 1,813,856
Payroll Expenses 752,711 1,982,960
General and Administrative 1,209,866 1,726,860
----------------------------------
Total Expenses 3,311,154 5,523,676
----------------------------------
GAIN (LOSS) FROM OPERATIONS (401,498) (2,299,708)
OTHER INCOME (EXPENSES)
Gain on theft of assets (41,274) 12,027
Common Stock Expense
Interest Expense (130,536) (263,441)
Loss on Reduction of Inventory (18,027)
Loss on Idle Equipment (190,961)
Loss on chargeback write-off (147,917)
Loss on prepaid write-off (20,057)
Other Income 2,878 1,203
Interest Income 121
----------------------------------
Total Other Expenses (545,773) (250,211)
NET GAIN (LOSS) (947,271) (2,549,919)
==================================
NET GAIN (LOSS) PER COMMON SHARE
EQUIVALENT - BASIC AND DILUTED (0.066) (0.178)
7 (cont.)
CYBERADS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
(UNAUDITED)
For the nine For the nine
months ending months ending
Sep 30 2003 Sep 30 2002
----------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
Net Gain (Loss) (947,272) (2,549,919)
Provision for doubtful accounts 172,310
Depreciation 29,712
Impairment Fix Assets 190,961 -
Common Stock Expense 41,275
Loss on write off of prepaids 361,463
Amortization of deferred Consulting Fees 150,000
Amortization of deferred Interest 7,015 7,945
Stock and options issued for service 142,298
Gain on theft of assets (1,203)
(Increase) decrease in:
Accounts Receivable 1,073,760 603,571
Prepaids 22,406 -
Inventory 156,234 241,982
Deposits 70,526 (51,818)
Goodwill
Fixed Assets
Other Assets
Increase (decrease) in:
Cash Overdraft (112,649)
Accounts Payable (1,043,920) 1,350,720
Advanced Related parties 281,100 (90,000)
Accounts Payable related parties (725,423)
Accrued Expenses (71,821)
Advanced Commission Payable 206,660
Other Current Liabilities- Ken Loans 72,000 257,078
Factor Payable Net 446,662
----------------------------------
Net Cash Used in Operating Activities 28,978 262,676
CASH FLOW FROM INVESTING ACTIVITIES
Good faith deposit on future acquisitions (75,000)
Purchases of property and equipment (301,473)
----------------------------------
Net Cash Used in Investing Activities - (376,473)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of Common Stock, net of offering costs 55,000
Proceeds from issuance of convertible debentures 60,000
Proceeds from issuance of long term debt 22,368
Advances from third parties- Inphonic -
Repayments to third parties, net (76,034)
Goodwill 75,000 (455,271)
Net Advancement from Related Parties 135,527
Advances from factor, net 332,239
----------------------------------
Net Cash Provided by Financing Activities 75,000 73,829
----------------------------------
NET INCREASE IN CASH 103,978 (39,968)
CASH- BEGINNING OF PERIOD 39,968
----------------------------------
CASH- END OF PERIOD 103,978 -
==================================
8
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
GENERAL
Management's discussion and analysis contains various forward looking
statements within the meaning of the Securities and Exchange Act of 1934. These
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward looking terminology such as "may,"
"expect," "anticipate," "estimates" or "continue" or use of negative or other
variations of comparable terminology. We caution that these statements are
further qualified by important factors that could cause actual results to differ
materially from those contained in our forward looking statements, that these
forward looking statements are necessarily speculative, and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in our forward looking statements.
OVERVIEW
CyberAds, Inc. began operations in the fourth quarter of 2000 and began
generating revenues in December 2000. Through our wholly-owned subsidiary, IDS
Cellular, Inc., we generate revenues by marketing cell phone services to
potential consumers we are introduced to through our internet affiliate program
and other third party telemarketing services.
Commencing in the fourth quarter 2001, we began operating as a direct
reseller of cellular phone service. This new operation provides us with
increased revenues as well as a requirement to provide cellular telephones with
each sale and maintaining an inventory of cellular telephones.
RESULTS OF OPERATIONS
Net revenues were $320,700 for the three months ending September 30,
2003, and $1,817,718 for the three months ending September 30, 2002. The
$1,497,018 decrease in revenues in the three months ending September 30, 2003 as
compared to September 30, 2002 primarily reflects the change in operations.
Since March, 2003 our main source of revenue is from direct commissions from
InPhonic, eliminating almost completely the Cost of Goods Sold. As a result, our
Gross profit is approximately 100% gross sales. In addition, we adjust revenues
during the third quarter, 2003 to adhere to the service cancellation policies.
As a result of the change in operations since March 2003, our costs of
goods sold were significantly reduced by $950,870. Given the Third quarter of
the current year revenues adjustment, the gross profit for this period was
319,398. Although $546,148 lower than the same period on the previous year, the
current gross period is 99.59% of revenues, as compared to 47.62% last year's
third quarter.
Total operating expenses for the three months ending September 30, 2003
were $662,782 as compared to $1,558,709 three months ended September 30, 2002.
Selling and advertising expenses for the three-month period ending September 30,
2003 decreased by $28,645, as compared to $314,335 for the same period in 2002.
Payroll expense for the three month period ending September 30, 2003 decreased
by $671,884 o 28.58% of sales as compared to $819,646 or 45,09% of sales for the
same period in 2002. The decrease is due to a significant reduction of
personnel.
9
General and administrative expenses for the three-month period ending
September 30, 2003 were reduced by about half; $195,399 during the current
period compared to $424,728 in September 30, 2002. This change follows a
significant reduction in variable costs driven by reduction in personnel.
Our Loss from operations for the three months ending September 30,
2003, decreased by $349,779. Loss from operation from the Third Quarter 2003 was
$343,384, as compared to 693,163 for the same quarter of 2002.
We wrote off $18,027 in obsolete inventory. Since our March change in
operations we no longer carry inventory.
We converted the Inphonic's revenue during the Third Quarter 2003 to
accrual accounting, and therefore added an amount of $147,917 of charge backs
and created an allowance for future charge-backs in the amount of $361,473.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2003 Cyberads Inc and Subsidiaries had an
accumulated deficit of $18,460, 187 and cash in the bank of $103,978. We had a
working capital deficit in September 30, 2003 of $4,609,435. The deficit was
funded during the three-month period to September 30, 2003 by advances from
third parties.
10
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 5, 2002, we issued 50,000 shares of common stock and options
to purchase 50,000 shares of our common stock exercisable at $1.00 to Atlas
Pearlman, P.A. as consideration for legal services provided to our company. The
securities were issued under an exemption from registration pursuant to Section
4(2) of the Securities Act. The securities issued contain a legend restricting
their transferability absent registration or an available exemption. Atlas
Pearlman, P.A. had access to information about our company and had the
opportunity to ask questions about our company.
During the three months ended March 31, 2002, we issued an aggregate of
124,000 shares of common stock for an aggregate amount of $90,400. These shares
were issued to two option holders pursuant to the exercise of options with
exercise prices ranging from $.60 to $1.00. The shares were issued under an
exemption from registration pursuant to Section 4(2) of the Securities Act. The
shares issued contain a legend restricting their transferability absent
registration or an available exemption. The option holders had access to
information about our company and had the opportunity to ask questions about our
company.
On January 6, 2002, we entered into a business consulting agreement
with Gene Foland, under which Mr. Foland will provide our company with business
consulting services. Mr. Foland received options to purchase 1,300,000 shares of
our common stock exercisable at $1.00 per share in exchange for these services.
The options are exercisable for a six- month period commencing on the date of
the agreement. The options were issued under an exemption from registration
pursuant to Section 4(2) of the Securities Act. The options issued contain a
legend restricting their transferability absent registration or available
exemption. Mr. Foland had access to information about our company and had the
opportunity to ask questions about our company.
On January 6, 2002, we entered into a product and sales development
consulting agreement with James L. Ricketts, under which Mr. Ricketts received
options to purchase 200,000 shares of our common stock exercisable at $1.00 per
share and options to purchase 1,100,000 shares of our common stock exercisable
at $2.00 per share in exchange for these services. The options are exercisable
for a six-month period commencing on the date of the agreement. The options were
issued under an exemption from registration pursuant to Section 4(2) of the
Securities Act. The options issued contain a legend restricting their
transferability absent registration or available exemption. Mr. Ricketts had
access to information about our company and had the opportunity to ask questions
about our company.
On January 6, 2002, we entered into a product and sales development
consulting agreement with James L. Copley, under which Mr. Copley received
options to purchase 300,000 shares of our common stock exercisable at $2.00 per
share in exchange for these services. The options are exercisable for a
six-month period commencing on the date of the agreement. The options were
issued under an exemption from registration pursuant to Section 4(2) of the
Securities Act. The options issued contain a legend restricting their
transferability absent registration or available exemption. Mr. Copley had
access to information about our company and had the opportunity to ask questions
about our company.
11
On January 7, 2002, we issued an option to purchase 50,000 shares
exercisable at $1.00 per share to our controller. Our controller received these
options for services performed. The options were issued under an exemption from
registration pursuant to Section 4(2) of the Securities Act. The options issued
contain a legend restricting their transferability absent registration or
available exemption. Our controller had access to information about our company
and had the opportunity to ask questions about our company.
On January 8, 2002, we issued options to purchase an aggregate of
125,000 shares of our common stock exercisable at $1.00 per share to our current
officers and directors. The options were issued under an exemption from
registration pursuant to Section 4(2) of the Securities Act. The options issued
contain a legend restricting their transferability absent registration or
available exemption.
On January 8, 2002, we issued an option to purchase 5,000,000 shares of
our common stock exercisable at $1.00 per share to Lawrence Levinson. This
option was issued in consideration for the advances that Mr. Levinson and his
affiliates have made to our company and personal guarantees Mr. Levinson has
made in favor of our company. The options were issued under an exemption from
registration pursuant to section 4(2) of the Securities Act. The options issued
contain a legend restricting their transferability.
On January 21, 2002, we issued 625,000 shares of series A convertible
preferred stock to Lawrence Levinson as consideration for a $625,000 promissory
note made by Mr. Levinson in favor of our company. The note is repayable in ten
years. Interest for the term of the note is payable annually on the anniversary
date of the note at an annual rate of 4.5%. Each share of the series A
convertible preferred stock is convertible into one share of our common stock.
These shares were issued under an exemption from registration pursuant to
Section 4(2) of the Securities Act. The shares issued contain a legend
restricting their transferability absent registration or available exemption.
On January 21, 2002, we filed a certificate of designation designating
625,000 of our 5,000,000 shares of preferred stock as series A convertible
preferred stock. The 625,000 shares of series A convertible preferred stock have
a stated value of $1.00 per share. The shares were issued to our chief executive
officer. The preferred stock has the following rights, preferences and
privileges:
CONVERSION. Each share of series A convertible preferred stock is
convertible into one share of our common stock, at the option of the holder. The
conversion rate is subject to adjustment upon the occurrence of certain events,
including the issuance of our stock as a dividend or distribution on our common
stock.
REDEMPTION. The shares are redeemable at our sole option for $1.00 per
share.
VOTING. Each share of preferred stock is entitled to eight votes.
PREFERENCE ON LIQUIDATION. Series A convertible preferred shares will
be entitled to a preference on liquidation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
ITEM 5. OTHER INFORMATION
On April 1, 2002, we entered into a three-year lease agreement with
6001, LLC for new office space to consolidate all of our operating facilities.
Monthly rental under this agreement is $16,667, $18,333 and $20,000 during the
first, second and third year, respectively.
On April 10, 2002, we issued options to purchase an aggregate of 50,000
shares of our common stock to an employee of the Company for services performed.
The options expire five years from the date of issuance and have an exercise
price of $1.00.
On April 17, 2002, we experienced a theft of all our phone inventory
and some computer equipment at our new facilities. We estimate the loss to be
approximately $100,000 and anticipate to recuperate materially all of the loss
through insurance.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B
Exhibit No. Description of Document
2.2 Stock Purchase Agreement with IDS Cellular and its
shareholders(1)
3.1(a) Articles of Incorporation(1)
3.1(b) Articles of Amendment(1)
3.1(c) Designation of Series A Convertible Preferred Stock(2)
3.2 Bylaws(1)
4.0 Form of Stock Certificate(1)
4.2 Loan Agreement with Levinson(1)
4.3 Promissory Note issued by Levinson in favor of CyberAds,
dated January 21, 2002(3)
10.1 Employment/Consulting Agreement with Levinson(1)
10.2 Agreements with American Cellular, Inc. and GT Global
Communications, Inc.(1)
10.3 Agreement with Triton PCS(1)
10.4 Agreement with Regal Marketing International(1)
10.6 Agreement with Beck Management, Inc.(1)
10.7 Consulting Agreement with Gene Foland(2)
10.8 Consulting Agreement with James L. Ricketts(2)
10.9 Consulting Agreement with James L. Copley(2)
10.10 Sales Agency Agreement with MCI WorldCom Wireless(2)
21.0 Subsidiaries of Registrant(1)
(1) Previously filed in Registration Statement on Form SB-2,
File No. 333-62690.
(2) Previously filed in Registration Statement on Form SB-2,
File No. 333-82104.
(3) Previously filed in the Annual Report on Form 10-KSB
for the year ended December 31, 2001.
(b) Reports on Form 8-K
On January 29, 2002, we filed a current report on Form 8-K disclosing
that on January 22, 2002 we issued 625,000 shares of series A preferred stock to
Lawrence Levinson, our CEO, in consideration for advances in the aggregate of
approximately $350,000 that Mr. Levinson and his affiliates have made to our
company and a personal guarantee that Mr. Levinson has made on behalf of our
company.
13
On February 6, 2002, we filed an amended current report on Form 8-K/A
to disclose the designation, rights and preferences of the series A preferred
stock that we issued to Lawrence Levinson on January 22, 2002. Each share of
series A preferred stock is convertible into one share of our common stock at
the option of the holder. In addition, the series A preferred shares have super
voting rights.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.
CYBERADS, INC.
DATED: November 14, 2003 By:/s/ LAWRENCE LEVINSON
-----------------------------------
Lawrence Levinson, Chairman and
Chief Executive Officer
DATED: November 13, 2003 By:/s/ ROBERT B. KLINE
-----------------------------------
Robert B. Kline, Principal Accounting
Officer and Director
14
FORM 10-QSB CERTIFICATION
I, Lawrence Levinson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of September
30, 2003.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures ( as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors ( or person
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial date
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
15
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there are significant changes in
internal controls or other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2003
By: /s/ LAWRENCE LEVINSON
-----------------------
Lawrence Levinson, Chjief Executive Officer
STATEMENT OF CHIEF EXECUTIVE OFFICER REGARDING
FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Lawrence Levinson, state and certify as follows:
The financial statements filed with the report on Form 10-QSB for the
period ended September 30, 2003 fully comply with the requirements of Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information
contained in said periodic report fairly presents, in all material respects, the
financial condition and results of operations of Cyberads, Inc.
This Statement is submitted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Date: November 12, 2003
By: /s/ LAWRENCE LEVINSON
------------------------
Lawrence Levinson,
Chief Executive Officer
16