SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2006
(June 21, 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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 21, 2006, the registrant entered into a Share Exchange Agreement and
Plan of Reorganization ("Agreement") with Rhino Offroad Industries, Inc.
("Rhino"), pursuant to which the registrant acquired all of the issued and
outstanding common stock of Rhino. Rhino is the manufacturer of the Rhino
Off-Road RTV(R), an innovative new class of off-road vehicle for off-road
enthusiasts from the professional racer to the weekend user. Rhino is located in
Henderson, Nevada.
In consideration of the acquisition of the issued and outstanding common stock
of Rhino, the registrant will issue 2,650,000 hares of its Series C Convertible
Preferred Stock ("Series C Stock") to the eight (8) shareholders of Rhino. As a
result of the Agreement, Rhino has become a wholly-owned subsidiary of the
registrant.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Effective as of June 21, 2006, the registrant closed on the Share Exchange
Agreement and Plan of Reorganization with Rhino pursuant to which the registrant
acquired all of the issued and outstanding common stock of Rhino. As a result,
Rhino has become a wholly-owned subsidiary of the registrant.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
Effective June 27, 2006, the registrant filed an Amended Certificate of
Designation with respect to its Series B Preferred Stock. The amendment
increased the number of votes per share to 255. In addition, effective June 27,
2006, the registrant filed a Certificate of Designation with respect to the
Series C Convertible Preferred Stock issued to the Rhino Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Amended Certificate of Designation for Series B Preferred
Stock.
4.2 Certificate of Designation for Series C Convertible Preferred
Stock.
10.1 Share Exchange Agreement and Plan of Reorganization.
ITEM 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial statements of are not included with this initial report. Any required
financial statements of the business acquired, or pro forma financial statements
required by Article 11 of Regulation S-X, will be filed in a subsequent report
within 71 days of the date of this initial report.
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 hereunto duly authorized.
Cyberads, Inc.
Dated: June 26, 2006 By: /s/ Jeff Criswell
President