Board of Directors
Cybucks, Inc.

                          INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying  balance sheet of Cybucks,  Inc. (Company) as of
December  31,  1999  and the  related  statement  of  operations,  statement  of
stockholders'  equity,  and the statement of cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
My  responsibility  is to express an  opinion  on these  statements  based on my
audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting  Standards  Board No. 7. The Company is  devoting  all of its present
efforts in securing and establishing a new business,  and its planned  principal
operations  have not commenced,  and,  accordingly,  no revenue has been derived
during the organizational period.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and the results of its  operations  for the year then ended in  conformity  with
generally accepted accounting principles.

                                  Clyde Bailey

                           Certified Public Accountant

San Antonio, Texas
January 23, 2000





                                  Cybucks, Inc.

                        (A Development Stage Enterprise)

                                  Balance Sheet

                             As of December 31, 1999



                                                                   

 ASSETS                                                               $
 Current Assets:                                                      $-
 Total Current Assets                                                 $-
 Other Assets:

 Deferred Tax Benefit                                                 $450
 Total Other Assets                                                   $450
 Total Assets                                                         $450

 LIABILITIES                                                          $-
 Current Liabilities                                                  $-
 Total Current Liabilities                                            $-
 Total Liabilities

 STOCKHOLDERS' EQUITY

 Common Stock                                                         $3,000
      100,000,000 authorized shares, par value $.001
      3,000,000 shares issued and outstanding
 Additional Paid in Capital                                           $-
 Accumulated Deficit                                                  $2,550
 Total Equity                                                         $450
 Total Liabilities and Equity                                         $450
                                                                      =============




                                  Cybucks, Inc.

                        (A Development Stage Enterprise)

                             Statement of Operations

                                                                                      

                                                                   For the Year Ended          From Inception
                                                                      December 31               -December 31

                                                                  1998            1999              1999
  Revenues                                                   $  -             $  -           $  -
  Total Revenues                                                -                -              -
  Consulting Expenses                                                                        $3,000
                                                             ---------------- -------------- -------------------
  Total Expenses                                                                             $3,000
                                                             ---------------- -------------- -------------------
  Net Loss from Operations                                      -                -           ($3,000)
  Income Tax Benefit                                            -                -           $450
  Net Income (Loss)                                          $  -             $  -           ($2,550)
                                                             ================ ============== ===================
  Basic and Diluted Earnings per Common Share                      NIL             NIL              NIL
  Weighted Average number of Common Shares used in per       3,000,000        3,000,000      3,000,000
  share calculations
                                                             ================ ============== ===================



                                  Cybucks, Inc.

                        (A Development Stage Enterprise)

                        Statement of Stockholders' Equity

                             As of December 31, 1999


                                                                                              
                                                                 $.001 Par       Paid - in     Accumulated    Stockholders'
                                                   Shares          Value          Capital        Deficit          Equity
Balance January 1, 1998                        3,000,000       $3,000          $     -        $(2,550)       $450
Net Income (Loss)                                                                                  -              -
                                               --------------- --------------- -------------- -------------- ----------------
Balance December 31, 1998                      3,000,000       3,000                 -        $(2,550)       $450
Net Income (Loss)                                                                                  -              -
                                               --------------- --------------- -------------- -------------- ----------------
Balance December 31, 1999                      3,000,000       $3,000          $     -        $(2,550)       $450
                                               =============== =============== ============== ============== ================





                                  Cybucks, Inc.

                        (A Development Stage Enterprise)

                             Statement of Cash Flows


                                                                                           
                                                                          For the Year Ended      From Inception to
                                                                              December 31            December 31,
                                                                           1999         1998             1999
Cash Flows from Operating Activities                                   $    -        $     -      $     (2,550)
Net Income (Loss)
Changes in Operating Assets and Liabilities:
     Deferred Tax Benefit                                                                                 (450)
Total Adjustments                                                                                         (450)
Net Cash Used in Operating Activities                                       -             -             (3,000)
Cash Flows from Investing Activities
Net Cash used in Investing Activities                                       -             -                -
Cash Flows from Financing Activities:
     Common Stock                                                                                         3,000
Net Cash Used in Financing Activities                                                                     3,000
Net Increase in Cash                                                        -             -                -
Cash Balance, Begin Period                                                  -             -                -
Cash Balance, End Period                                               $    -         $   -        $       -
                                                                       ============= ============ ===================





                                  Cybucks, Inc.

                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies

Organization

Cybucks,  Inc. ("the Company") was  incorporated  under the laws of the State of
Nevada on April 22,  1997 for the  purpose  to  promote  and carry on any lawful
business for which a corporation may be incorporated under the laws of the State
of Nevada.  The company has a total of 100,000,000  authorized shares with a par
value of $.001 per share and with 3,000,000  shares issued and outstanding as of
December 31, 1999.  On December 13, 1999,  the Company  filed a  Certificate  of
Amendment  to  the  Articles  of  Incorporation   with  the  Nevada  Corporation
Commission  to change the name of the Company  from  TEL-VEST,  Inc. to Cybucks,
Inc. and to increase the authorized  capital stock to  100,000,000.  The Company
has been inactive since inception and has no operating revenues or expenses.

Development Stage Enterprise

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting  Standards  Board No. 7. The Company is  devoting  all of its present
efforts in securing and establishing a new business,  and its planned  principal
operations  have not commenced,  and,  accordingly,  no revenue has been derived
during the organizational period.

Fixed Assets

The Company has no fixed assets at this time.

Federal Income Tax

The Company has adopted the provisions of Financial  Accounting  Standards Board
Statement No. 109,  Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the  provisions of the Financial  Accounting  Standards  Board
Statement No. 109,  "Accounting  for Income Taxes",  which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary  differences  between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  on
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Accounting Method

                 The  Company's  financial  statements  are  prepared  using the
accrual method of accounting.  Revenues are recognized  when earned and expenses
when incurred.  Fixed assets are stated at cost.  Depreciation  and amortization
using the straight-line  method for financial reporting purposes and accelerated
methods for income tax purposes.

                                  Cybucks, Inc.

                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)

         Earnings per Common Share

The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic  earnings  per share are  computed  on the basis of the  weighted  average
number of common shares outstanding during each year.

Diluted  earnings per share are  computed on the basis of the  weighted  average
number of common shares and dilutive securities outstanding. Dilutive securities
having an  anti-dilutive  effect on diluted earnings per share are excluded from
the calculation.

Comprehensive Income

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  establishes  standards  for  reporting  and  display of
comprehensive  income,  its components and accumulated  balances.  Comprehensive
income is defined to include all changes in equity except those  resulting  from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized  under current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial statements.  The Company does not have any assets requiring disclosure
of comprehensive income.

Segments of an Enterprise and Related Information

Statement of Financial  Accounting  Standards (SFAS) No. 131,  Disclosures about
Segments of an  Enterprise  and  Related  Information,  supersedes  SFAS No. 14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  The  Company  has  evaluated  this SFAS and does not believe it is
applicable at this time.

Note 2  -  Common Stock

In  December  of 1999,  a  forward  split of 3,000 to 1 was  place  into  effect
reflecting the total  outstanding  shares of 3,000,000  share of common stock to
the principal officers.  Accordingly, the accompanying financial statements have
been  retroactively  restated  to reflect the  3000-to-1  stock split as if such
stock split occurred as of the Company's date of inception.

                                  Cybucks, Inc.

                          Notes to Financial Statements

Note 3  -  Related Parties

The  Organization  has  no  significant   related  party   transactions   and/or
relationships any individuals or entities.

Note 4  -  Subsequent Events

The Company is in the process of filing a Form SB2  Registration  Statement with
the Securities and Exchange Commission. The "draft" of the Form SB2 describes an
offering  of  109,375  shares of stock at $.32 per  share  for a total  proposed
maximum  aggregate  offering  proceeds  of  $35,000.  The funds will be used for
expenses and working capital.

There were no other  material  subsequent  events that have  occurred  since the
balance sheet date that warrants disclosure in these financial statements.