SecProbe.io

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                  June 30, 2005

Mail Stop 4561

Walter Tatum
370 Amapola Avenue, Suite 202
Torrance, CA  90501

Re:	Cyberads, Inc.
		Form 10-KSB/A for the year ended December 31, 2004
      Filed April 15, 2005
		Forms 10-Q for the quarters ended March 31, 2005
		File No. 333-62690

Dear Mr. Tatum:

      We have reviewed the above referenced filings and have the
following comments.   We have limited our review to only your
financial statements and related disclosures.  As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us information
so
we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB/A

Item 8A - Controls and Procedures, page 6
1. We noted that you evaluated disclosure controls and procedures
as
of 90 days prior to the filing date.  Advise us on how you comply
with the requirements in Item 307 of Regulation S-B to conclude on
the effectiveness as of the end of the period covered by the
report,
or revise accordingly.

Report of Independent Auditor`s, page F-2
2. We noted that your audit report states that the audit was
conducted in accordance with auditing standards generally accepted
in
the United States of America.  Tell us what consideration you gave
to
PCAOB Auditing Standard No. 1 as it relates to making reference to
the standards of the Public Company Accounting Oversight Board
(United States), or revise accordingly.
3. The loss from continuing operations and working capital
deficiency
referred to in the fourth paragraph of the accountants` report is
inconsistent with the 2004 financial statements. Please have your
accountants revise their report to clarify this apparent conflict.
4. Please file the audit report relating to the financial
statements
as of and for the year ended December 31, 2003.

Note 1 Business and Summary of Significant Accounting Policies

Principles of Consolidation, page F-9
5. Please refer to page 5. Please tell us the status of your
wholly
owned subsidiary The Vineyards, LLC and why you have not included
it
in your consolidated financial statements.

Note 9 Commitments and contingencies, page F-14
6. We noted that you have offered to issue common stock to settle
a
lawsuit. Please explain to us how you evaluated paragraph 8 of
SFAS 5
regarding this lawsuit.

Note 10 Capital stock transactions, page F-15
7. We noted that you recorded stock based compensation related to
stock issued at a discount for consulting services. Please tell us
how you considered paragraph 8 of SFAS 123 and EITF 96-18 in
determining how to measure the fair value of the stock issued.
8. We noted in the last paragraph of note 10 that you agreed to
issue
common stock in exchange for debt. Please explain to us your basis
in
GAAP for including not issued stock in the equity section rather
than
reporting it as a liability.

Form 10-QSB for the fiscal quarter ended March 31, 2005

Item 2 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 10

Results of Operations, page 10
9. We noted that revenues for 2004 consisted of commissions earned
from selling contracts to subscribers for cellular telephone
services, however, the Company is no longer engaged in that
business.
Advise us on how you evaluated SFAS 144 regarding the reporting of
the discontinuation of this business in your financial statements.
Also, tell us the status of the agreement that you had with
Inphonic,
Inc. in relation to this business.  If this agreement has been
terminated, tell us the effective termination date and how you
plan
to comply with Item 1.02 of Form 8-K.

Item 3 - Controls and Procedures, page 11
10. We noted that the Company carried out an evaluation of the
effectiveness of the design and operation of the Company`s
disclosure
controls and procedures as of September 30, 2004.  Advise us on
why
this evaluation occurred as of September 30, 2004 as opposed to
March
31, 2005, or revise accordingly.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.    You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Yolanda Crittendon, Staff Accountant, at
(202)
551-3472 or the undersigned at (202) 551-3414 if you have
questions.

								Sincerely,

								Jorge Bonilla
      Senior Staff Accountant

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Walter Tatum
Cyberads, Inc.
June 30, 2005
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