CYBUCKS INC, SB-2/A, 2000-04-03

CYBUCKS INC
SB-2/A, 2000-04-03
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on
February 2, 2000 Registration Statement Number 333-96019

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT # 1

TO THE FORM

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CYBUCKS, INC.

(Name of Small Business Issuer in its charter)

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Nevada 4700 86-0869244
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Number) Identification No.)

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2915 West Charleston Blvd. Suite 7 Las Vegas, Nevada 89102
(702) 383-6520

(Address and telephone number of Registrant's principal executive
offices and principal place of business)

Neil J. Beller, LTD.
2345 Red Rock Street, Las Vegas, Nevada 89102; (702) 368-7767 (Name,
address, and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462 (b) under the Securities Act, please check the following box and
list the Securities Act. [ ] __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number [ ] __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, please check the following box and list the Securities Act
registration statement number [ ] _________________.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].

CALCULATION OF REGISTRATION FEE

---------------------------- ------------------- ---------------------- --------------------- --------------

Proposed maximum Proposed maximum
offering price per aggregate offering Amount of
Title of each class of Amount to be share price registration
securities to be registered registered fee
(1) (2)
---------------------------- ------------------- ---------------------- --------------------- --------------
---------------------------- ------------------- ---------------------- --------------------- --------------

Common stock, $.001 312,500 $0.32 $100,000.00 $350.00

---------------------------- ------------------- ---------------------- --------------------- --------------

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PART ONE. INFORMATION REQUIRED IN PROSPECTUS

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PROSPECTUS

CYBUCKS, INC.

312,500

Common Stock

Offering Price $0.32 per share

Cybucks, Inc., a Nevada corporation ("Company"), is hereby offering up to
312,500 shares of its $0.001 par value common stock ("Shares") at an offering
price of $0.32 per Share pursuant to the terms of this Prospectus for the
purpose of providing working capital for Cybucks, Inc.. All costs incurred in
the registration of these shares are being borne by Cybucks. No underwriter or
broker/dealer has been retained by Cybucks, Inc. to assist in the sale of the
shares. All shares sold will be offered by the Officers and Directors of
Cybucks, Inc.

The Shares offered hereby are highly speculative and involve a high degree of
risk to public investors and should be purchased only by persons who can afford
to lose their entire investment (See "Risk Factors").

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Price To Underwriting
Public (1) Discounts and Proceeds to

Commission Issuer(2)

Per Share $0.32 -0- $0.32

Total Maximum $100,000.00 -0- 100,000

Total Minimum $35,000.00 -0- $35,000.00

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Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

Subject to Completion, Dated ________________, 2000

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(1) A maximum of 312,500 shares may be sold on a "bestefforts" basis. There is
no minimum amount of securities being offered. All proceeds from this offering
will be available to Cybucks, Inc. for use as soon as the minimum amount of
$35,000 is received.

(2) The Net Proceeds to Cybucks, Inc. is before the payment of certain expenses
in connection with this offering. See "Use of Proceeds."

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Table of Contents

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====================================================================================== ================

Prospectus Summary 9

Risk Factors 12

Use of Proceeds 15

Determination of Offering Price 16

Dilution 16

Plan of Distribution 18

Legal Proceedings 19

Directors, Executive Officers, Promoters, and 20
Control Persons

Security Ownership of Certain Beneficial Owners 20
and Management

Description of Securities 21

Interest of Named Experts and Counsel 22

Disclosure of Commission Position on Indemnification 22
For Securities Act Liabilities

Organization Within the Last Five Years 23

Description of Business 23

Management's Discussion and Analysis of Financial 26
Conditions and Results of Operation

Plan of Operation 28

Description of Property 28

Certain Relationships and Related Transactions 28

Market for Common Equity and Related Stockholder Matters 28

Executive Compensation 29

Financial Statements 29

Changes in and Disagreements with Accountants of Accounting Matters 29

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INITIAL PUBLIC OFFERING PROSPECTUS

312,500 SHARES OF COMMON STOCK

Cybucks, Inc. was formed to provide Internet access via Kiosks to customers at
established cafes and coffe houses. We will provide hardware and internet access
necessary to turn a cafe into a Cyber Cafe. We will also offer internet classes
for the public not familiar with navigating the internet. This is our initial
public offering. We anticipate that the initial public offering price will be
.32 per share. No market currently exists for our shares.

<PAGE>

PROSPECTUS SUMMARY

Cybucks, Inc. was formed to provide Internet access via Kiosks to customers at
established cafes and coffee houses by providing the hardware and infrastructure
to do so allowing a coffee house to transform into a Cyber Cafe. The address of
Cybucks, Inc. is 2915 West Charleston Avenue, Suite # 7, Las Vegas, NV. 89014.
The telephone number is 702 383-6520.

THE OFFERING AND CYBUCKS, INC.'S SECURITIES
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Minimum Sold Maximum Sold

Securities Being Offered 109,375 312,500

Shares Outstanding Before the Offering 3,000,000 3,000,000

Shares Outstanding After the Offering 3,109,375 3,312,500
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Use of Proceeds

For Working Capital, Purchase Equipment and General and Administrative Expenses.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Offering.

Shares of Cybucks, Inc. will be offered at $0.32 per Share. See "Plan of
Distribution." The minimum purchase required of an investor is $1000.00. If all
the Shares offered are sold, the net proceeds to Cybucks, Inc. will be $100,000.
See "Use of Proceeds." This balance will be used as working capital for Cybucks,
Inc..

Liquidity of Investment.

Although the Shares will be "free trading," there is no established market for
the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."

Selected Financial Data

As more fully discussed in accompanying financial statements, The following
table sets forth selected financial data of Cybucks for the year ended December
31, 1999. The selected financial data has been derived from the audited
consolidated financial statements and notes thereto of Cybucks which is included
elsewhere in this prospectus.

Statement of Operations

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For the Year Ended From Inception
December 31 to December 31
Revenues: 1999 1998 1999
--------------------------------------------------

Revenues $
$ $
- - -

Total Revenues

- - -

Expenses:

Consulting Expenses

- - 3,000
------------------------------ -------------------

Total Expenses

- 3,000
------------------------------ -------------------

Net Loss from Operations

- - (3,000)

Provision for Income Taxes:
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 3,000,000 3,000,000 3,000,000
============================== ===================
used in per share calculations

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Statement of Stockholders' Equity

As of December 31, 1999

<S> <C> <C> <C> <C> <C>
$ 0.001 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) - -
--------------- ---------------- ------------------------------ -------------------

3,000,000 $ 3,000 $ $ (2,550) 450

Balance December 31, 1999

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Risk Factors.

An investment in Cybucks, Inc. involved risks due in part to a limited previous
financial and operating history of Cybucks, Inc., as well as competition in the
internet marketing industry. Also, certain potential conflicts of interest arise
due to the relationship of Cybucks, Inc. to management and others. See "Risk
Factors."

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.

Our operations will be adversely affected if the growth and popularity of coffee
decreases.

Our operations would be adversely affected if the growth and popularity of
coffee decreases. Cybucks is dependent upon the continuing popularity of gourmet
coffee. If the popularity of gourmet coffee decreases Cybucks will suffer
significant consequences and may not be able to start operations or ever receive
any revenues. As a result you could lose your entire investment.

Limited experience of management

The management has limited experience in relation to the internet and computer
industry. There is no guarantee that management will have the ability to be
successful in starting and managing an onging business. Because of the lack of
experience of management there is a possibility you may lose your entire
investment.

Blue sky considerations

Because the securities registered hereunder have not been registered for resale
under the blue sky laws of any state, and the Company has no current plans to
register or qualify its shares in any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase the securities which
could reduce the size of the potential market. As a result of recent changes in
federal law, non-issuer trading or resale of the Company's securities is exempt
from state registration or qualification requirements in most states. Investors
should consider any potential secondary market for the Company's securities to
be a limited one.

Dependence on the internet/marketing industries

The business of Cybucks, Inc. is influenced by the rate of use and expansion in
the internet/marketing industries. Although this industry has been expanding at
a rapid rate in recent years, there is no guarantee that it will continue to do
so in the future. Declines in these industries may have and adverse effect on
the revenues of Cybucks Inc. If the popularity combined with the use of the
internet declines Cybucks, Inc. may never be able to start operations or receive
any revenues.

Influence of other external factors

Cybucks, Inc is a speculative venture necessarily involving some substantial
risk. There is no certainty that the expenditures to be made by Cybucks, Inc.
will result in commercially profitable business. The marketability will be
affected by numerous factors beyond the control of Cybucks, Inc. These factors
include market fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can affect peoples'
discretionary spending particularly pertaining to the purchase of gourmet coffee
and paying for internet usage somewhere other than their primary internet
access. Factors which leave less money in the hands of potential clients of
Cybucks, Inc. will likely have an adverse effect. The exact effect of these
factors cannot be accurately predicted, but the combination of these factors may
result in Cybucks, Inc. not receiving an adequate return on invested capital and
not generate any revenues therefore causing the possibility of you losing your
entire investment.

Competition

Our operations would be materially affected if we are unable to compete with
larger companies that have significant operations and revenues to fund
operations. Larger companies have a competitive advantage because of the ability
to advertise, purchase equipment and hire personnel needed to conduct
operations. The only existing cyber cafe in Las Vegas is

Our limited operating history makes evaluating our business difficult

We have a very limited operating history upon which you can evaluate our
operations and future prospects. Our company has had very limited operations and
has had no revenues to date. There is a possibility that you could lose your
entire investment because of this fact.

Reliance on management

Cybucks, Inc.'s success is dependent upon the hiring of key administrative
personnel employpersonnel. None of the officers or directors, or any of the
other key personnel, has any employment or non- competition agreement with
Cybucks, Inc. Therefore, there can be no assurance that these personnel will
remain employed by Cybucks, Inc.. Should any of these individuals cease to be
affiliated with Cybucks, Inc. for any reason before qualified replacements could
be found, there could be material adverse effects on the business and prospects
of Cybucks, Inc. In addition, management has limited experience is managing
companies in the same business as Cybucks, Inc. Mr. Terranova and Mr. Hall are
the only employees of Cybucks, Inc. All decisions with respect to the management
of Cybucks, Inc. will be made exclusively by the officers and directors of
Cybucks, Inc. Investors will only have rights associated with minority ownership
interest rights to make decision which effect Cybucks, Inc. The success of
Cybucks, Inc., to a large extent, will depend on the quality of the directors
and officers. Accordingly, no person should invest in the Shares unless he is
willing to entrust all aspects of the management of Cybucks, Inc. to the
officers and directors. At this time Cybucks does not have key man life
insurance. The operations of Cybucks would be adversely affected if a
catastrophic event were to occur in relation to key personnel of RonTerranova
and David Hall.

Our independent auditor has expressed doubts about our ability to continue as a
going concern.

We are a Development Stage Company as defined in Financial Accounting Standards
Board Statement No. 7. We are devoting substantially all of our present efforts
in establishing a new business and, although planned principal operations have
commenced, there have been no significant revenues. Our plans regarding the
matters which raise doubts about our ability to continue as a going concern are
disclosed in Notes to the financial statements. These factors raise substantial
doubt about our ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Use of proceeds not specific

The proceeds of this offering have been allocated only generally. Proceeds from
the offering have been allocated generally to legal and accounting, and working
capital. Accordingly, investors will entrust their funds with management in
whose judgment investors may depend, with only limited information about
management's specific intentions with respect to a significant amount of the
proceeds of this offering. See "Use of Proceeds."

Lack of diversification

The size of Cybucks, Inc. makes it unlikely that Cybucks, Inc. will be able to
commit its funds to diversify the business until it has a proven track record,
and Cybucks, Inc. may not be able to achieve the same level of diversification
as larger entities engaged in this type of business. There is a possibility that
you may lose all of your investment because Cybucks, Inc. has only one main
focus for bussiness.

Non cumulative voting

Holders of the Shares are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the Shares present at a meeting of shareholders will be able to elect all of the
directors of Cybucks, Inc., and the minority shareholders will not be able to
elect a representative to the board of directors Cybucks, Inc.

Absence of cash dividends

The Board of Directors does not anticipate paying cash dividends on the Shares
for the foreseeable future and intends to retain any future earnings to finance
the growth of the business of Cybucks, Inc.. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements, and the general
operating and financial condition of Cybucks, Inc., and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

Conflicts of interest

The officers and directors may have other interests to which they devote
substantial time, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
may be necessary to the business of Cybucks, Inc. As a result, certain conflicts
of interest may exist between Cybucks, Inc. and its officers and/or directors
which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
Cybucks, Inc. It is the intention of management, so as to minimize any potential
conflicts of interest, to present first to the Board of Directors to Cybucks,
Inc., any proposed investments for its evaluation.

Investment valuation determined by the board of directors

Cybucks, Inc.'s Board of Directors is responsible for valuation of the its
investments. There are a wide range of values which are reasonable for an
investment for the services of Cybucks, Inc. Although the Board of Directors can
adopt several methods for an accurate evaluation, ultimately the determination
of fair value involves subjective judgment not capable of substantiation by
auditing standards. Accordingly, in some instances it may not be possible to
substantiate by auditing standards the value of the Company's investments. The
Board of Directors Cybucks, Inc. will serve as the valuation committee,
responsible for valuing each of the investments of Cybucks, Inc.. In connection
with any future distributions Cybucks, Inc. may make, the value of the
securities received by investors as determined by the Board may not be the
actual value that the investors would be able to obtain even if they sought to
sell such securities immediately after a distribution. In addition, the value of
the distribution may decrease or increase significantly subsequent to the
distributee shareholders' receipt thereof, notwithstanding the accuracy of the
Board's evaluation.

Additional financing may be required

Even if all of the 312,500 Shares offered to the public are sold, the funds
available to Cybucks, Inc. may not be adequate for it to be competitive in the
areas in which it intends to operate. See "Plan of Distribution." There is no
assurance that additional funds will be available from any source when needed by
Cybucks, Inc. for expansion; and, if not available, Cybucks, Inc. may not be
able to expand its operation as rapidly as it could if such financing were
available. The proceeds from this offering are expected to be sufficient for
Cybucks, Inc. to develop and market it's line of services. Additional financing
could possibly come in the form of debt/preferred stock. If additional shares
were issued to obtain financing, investors in this offering would suffer a
dilutive effect on their percentage of stock ownership in Cybucks, Inc. However,
the book value of their shares would not be diluted, provided additional shares
are sold at a price greater than that paid by investors in this offering.
Cybucks, Inc. does not anticipate having within the next 12 months any cash flow
or liquidity problems

Purchases by affiliates

Certain officers, directors, principal shareholders and affiliates may purchase,
for investment purposes, a portion of the Shares offered hereby, which could,
upon conversion, increase the percentage of the Shares owned by such persons.
The purchases by these control persons may make it possible for the Offering to
meet the escrow amount.

No assurance shares will be sold

The 312,500 Shares being offered to the public are to be offered directly by the
officers and directors of Cybucks, Inc., and no individual, firm, or corporation
has agreed to purchase or take down any of the shares. No assurance can be given
that any or all of the Shares will be sold.

Arbitrary offering price

The offering price of the Shares bears no relation to book value, assets or
earnings. They have been arbitrarily determined by the officers of Cybucks,
Inc.. There can be no assurance that the Shares will maintain values
commensurate with the offering price.

See "Determination of Offering Price."

Forward-looking statements.

This Prospectus contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, , and Section 21E of the Securities
Act of 1934, , and as contemplated under the Private Securities Litigation
Reform Act of 1995, including statements regarding, among other items, Cybucks,
Inc.'s business strategies, continued growth in Cybucks, Inc.'s markets,
projections, and anticipated trends in the Company's business and the industry
in which it operates. The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-looking
statements. These forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties, certain of
which are beyond Cybucks, Inc.'s control. Cybucks, Inc. cautions that these
statements are further qualified by important factors that could cause actual
results to differ materially from those in the forward looking statements,
including those factors described under "Risk Factors" and elsewhere herein In
light of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Prospectus will in fact transpire
or prove to be accurate. All subsequent written and oral forward- looking
statements attributable to Cybucks, Inc. or persons acting on its behalf are
expressly qualified in their entirety by this section.

"Direct participation" offering

The Shares are offered by Cybucks, Inc. on a "direct participation" basis, and
no individual, firm or corporation has agreed to purchase or take down any of
the offered Shares. No assurance can be given that any or all of the Shares will
be sold. A minimum offering of $35,000.00 or 109,375 shares is in place. There
is no escrow agreement in place because of a minimum offering amount, therefore
Cybucks will have access to funds as soon as the minimum amount has been
received. In the event that the minimum offering amount is not subscribed within
one hundred twenty (120) days of the effective date of this Prospectus, the
offer will be extended for another 120 days. If after the extended 120 days the
minimum offering amount has not been subscribed all investors will be refunded
their entire investment in addition to any interest that has accrued.

Shares eligible for future sale

All of the Shares which are held by management have been issued in reliance on
the private placement exemption under the Securities Act of 1933, ("Act"). Such
Shares will not be available for sale in the open market without separate
registration except in reliance upon Rule 144 under the Act. In general, under
Rule 144 a person (or persons whose shares are aggregated) who has beneficially
owned shares acquired in a nonpublic transaction for at least on year, including
persons who may be deemed Affiliates of Cybucks, Inc. (as that term is defined
under the Act) would be entitled to sell within any three-month period a number
of shares that does not exceed the greater of 1% of the then outstanding shares
of common stock, or the average weekly reported trading volume on all national
securities exchanges and through NASDAQ during the four calendar weeks preceding
such sale, provided that certain current public information is then available.
If a substantial number of the Shares owned by management were sold pursuant to
Rule 144 or a registered offering, the market price of the Common Stock could be
adversely affected.

USE OF PROCEEDS

Following the issuance of a minimum of 109,375 Shares or a maximum of 312,500
shares of the common stock offered for sale by Cybucks, Inc. to the public, this
will represent gross proceeds to Cybucks, Inc. of approximately $20,500 minimum
and $85,500 maximum after expenses form the offering have been deducted. These
proceeds, less the expenses of the offering, will be used to provide working
capital for Cybucks, Inc that will include obtaining office space, purchasing
additional equipment and obtaining any required materials needed for
installation of equipment that will be used on the prospective clients site.
Additional equipment includes routers, category 5 cable and a server.

Additionally,

If Cybucks, Inc. does not meet the minimum offering amount within the initial
120 days or the additional 120 days there is a possiblility that no proceeds may
be realized from this offering.

The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum amounts):

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------------------------------- ------------------ ---------------- ----------------- ----------------
Minimum Amount Maximum

Use of Proceeds Percent Amount Percent
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Transfer Agent Fee $1,000 2.85% $1,000 .01%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Printing Costs $1,000 2.85% $1000 .01%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Legal Fees $10,000 28.57% $10,000 10%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Web Site Development $10,000 28.57% $10,000 10%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Accounting Fees $2,500 7.14% $2,500 2.5%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Working Capital $20,500 30% $85,500 85.5%
------------------------------- ------------------ ---------------- ----------------- ----------------
------------------------------- ------------------ ---------------- ----------------- ----------------

Total $35,000 100% 100% 100%
------------------------------- ------------------ ---------------- ----------------- ----------------

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Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes or allocated
according to the discretion of the Board of Directors. Conversely, to the extent
that such expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other sources, including,
but not limited to, general working capital and/or external financing. The net
proceeds of this offering that are not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.

Each person desiring to be issued Shares, either as a conversion of a debenture,
or an exercise of a warrant, must complete, execute, acknowledge, and delivered
to Cybucks, Inc. certain documents, By executing these documents, the subscriber
is agreeing that such subscriber will be, a shareholder in Cybucks, Inc. and
will be otherwise bound by the articles of incorporation and the bylaws of the
Company in the form attached to this Prospectus.

Opportunity to Make Inquiries.

Cybucks, Inc.will make available to each Offeree, prior to any sale of the
Shares, the opportunity to ask questions and receive answers from Cybucks, Inc.
concerning any aspect of the investment and to obtain any additional information
contained in this Memorandum, to the extent that Cybucks, Inc. possesses such
information or can acquire it without unreasonable effort or expense.

Subscription Procedures.

Cybucks, Inc is only offering securities for sale in the states of Nevad,
Florida and Michigan. Florida purchasers have the right to a return of any funds
dispersed within three days after purchase in accordance with Florida Securities
Law.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to Cybucks, Inc. a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in Cybucks, Inc. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement is
accepted, such a subscriber will be considered, a shareholder of Cybucks, Inc

Promptly upon receipt of subscription documents by Cybucks, Inc., it will make a
determination within 5 business days as to whether a prospective investor will
be accepted as a shareholder in Cybucks, Inc. Cybucks, Inc. may reject a
subscriber's Subscription Agreement for any reason. Subscriptions will be
rejected for failure to conform to the requirements of this Prospectus (such as
failure to follow the proper subscription procedure), insufficient
documentation, over subscription to Cybucks, Inc., or such other reasons other
as Cybucks, Inc. determines to be in its' best interest. If a subscription is
rejected, in whole or in part, the subscription funds, or portion thereof, will
be promptly returned to the prospective investor without interest by depositing
a check (payable to said investor) in the amount of said funds in the United
States mail, certified returned-receipt requested. Subscriptions may not be
revoked, cancelled, or terminated by the subscriber, except as provided herein.

DETERMINATION OF OFFERING PRICE

The offering price is not based upon Cybucks, Inc.'s net worth, total asset
value, or any other objective measure of value based upon accounting
measurements and has been arbitrarily determined by the Board of Directors.

DILUTION

Our net tangible book value as of December 31, 1999 was $450.00 or .00015 per
share. Our net Tangible book value per share is determined by subtracting the
total amount of our liabilities from the total amount of tangible assets and
dividing by the amount of shares outstanding before the offering.

The adjusted pro forma book net tangible book value after this offering will be
$0.025 based on an assumed initial public offering price of $0.32 per share.
Therefore, purchasers of shares of common stock in this offering will will
realize immediate dilution of $0.0248 cents per share or over 93% of their
investment. The following table illustrates diliution:

<TABLE>

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Assumed initial public offering price per share............................................. $0.32

Net tangible book value per share as of December 31, 1999............................ $0.00015

Increase in net tangible book value per share attributable to new investors............ $0.0248

Pro forma net tangible book value per share after this offering.......................... $0.025

Dilution per share to new investors......................................................... $0.311

</TABLE>

The following table presents the following data as of December 31, 1999 and
assumes an offering price of $0.32 per share for our new investors:

o the average price per share paid before deducting estimated underwriting
fees and our estimated offering expenses; and

o the average price per share when the stock was issued for payment.

<TABLE>

Shares of

Common Consideration Average Price
Stock Per Share
Acquired Amount Percent

Existing shareholders.................... 3,000,000 $3,000 .03% $.001

New Investors............................ 312,500 $100,000 97% $.32

Totals...................................... 3,312,500 103,000 100% 100%

</TABLE>

PLAN OF DISTRIBUTION

The shares of common stock covered by this Offering are being offered directly
by us. Our officers and directors who will act on our behalf in connection will
be Ron Terranova, President and Secretary. David Hall, CFO and Treasurer. We
have not employed the services of an underwriter to market the shares.

We will market the shares to individuals generally known to Cybucks, Inc.
primarily in the state of Nevada. A prospective subscriber will receive by mail
a effective SB-2 and will be contacted by telephone or in person after the
prospective investor has had the opportunity to review the prospectus.

Cybucks, Inc. namely its officers and directors will offer a minimum of 109,375
and a maximum of 312,500 Shares of its common stock, par value $.001 per Share
to the public on a "direct participation" basis. The minimum purchase required
of an investor is $1,000.00. There can be no assurance that any of these Shares
will be sold. The gross proceeds to Cybucks, Inc. will be $100,000 if all the
Shares offered are sold. No commissions or other fees will be paid, directly or
indirectly, by Cybucks, Inc., or any of its principals, to any person or firm in
connection with solicitation of sales of the offering; certain costs are to be
paid in connection with the offering (see "Use of Proceeds"). These securities
are offered by Cybucks, Inc. subject to prior sale and to approval of certain
legal matters by counsel.

Pursuant to Regulation M of the General Rules and Regulations of the
Securities and Exchange Commission, any person engaged in a distribution of
securities, including on behalf of a selling security holder, may not
simultaneously bid for, purchase or attempt to induce any person to bid for or
purchase securities of the same class for a period of five business days prior
to the commencement of such distribution and continuing until the selling
security holder (or other person engaged in the distribution) is no longer a
participant in the distribution.

If, at some time, Cybucks, Inc. meets the requirements of the OTC
Bulletin Board Market it will apply for listing thereon. If it should be
accepted for listing thereon, then certain underwriters may engage in passive
market making transactions in the Company's common stock in accordance with Rule
103 of Regulation M.

In order to comply with the applicable securities laws, if any, of
certain states, the securities will be offered or sold in such states through
registered or licensed brokers or dealers in those states. In addition, in
certain states, the securities may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and with which the
Company has complied.

In addition and without limiting the foregoing, the selling
securityholders would be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder in connection with transactions in
shares during the effectiveness of the registration statement.

Cybucks will pay all of the expenses incident to the registration of
the shares (including registration pursuant to the securities laws of certain
states) other than commissions, expenses, reimbursements and discounts of
underwriters, dealers or agents, if Cybucks ever qualifies or expresses an
interest to be listed on the OTC Bulletin Board.

In addition and without limiting the foregoing, the subscribing
securityholders would be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder in connection with transactions in the
attempted sale of the their shares during the effectiveness of this prospectus
if a trading market ever develops.

Limited Public Market for Company's Securities.

Prior to the Offering, there has been no public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by Cybucks, Inc. or its competitors, variations in Cybucks, Inc.'s
results of operations, and market conditions in the retail, electron commerce,
and internet industries in general. The market price may also be affected by
movements in prices of stock in general. As a result of these factors,
purchasers of the Shares offered hereby may not be able to liquidate an
investment in the Shares readily or at all.

Penny Stock Regulations.

The Company's Shares will be quoted on the "Electronic Bulletin Board"
maintained by the National Quotation Bureau, Inc., which reports quotations by
brokers or dealers making a market in particular securities. In view of the fact
that no broker will be involved in the Offering, it is likely to be difficult to
find a broker who is willing to make an active market in the stock. The
Securities and Exchange Commission (the "Commission") has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price less than $5.00 per share. Cybucks, Inc.'s shares will become subject to
rules that impose additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purpose of such securities and must have received the
purchaser's written consent to the transaction prior to the purchase.

Additionally, for any transaction effected involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the
broker-- dealer and the registered representative, and current quotations for
the securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealers to sell Cybucks, Inc.'s Shares and may affect the
ability of purchasers in the Offering to sell the Company's securities in the
secondary market. There is no assurance that a market will develop for Cybucks,
Inc.'s Shares.

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS

AND CONTROL PERSONS

The names, ages, and respective positions of the directors, officers, and
significant employees of Cybucks, Inc. are set forth below. There are no other
persons which can be classified as a controlling person of Cybucks, Inc..

Ron Terranova, Age 37
President, Secretary

Ron studied computer science at Bridgewater State University in the early 1980
and moved to Las Vegas, Nevada, in 1984. While his career has alternated between
the entertainment industry (as a stand-up comic and actor) and the technology
industry, his most recent endeavor, Info Access Computer Consulting Services,
has been his primary focus since 1994.

Under Mr. Terranova's sole direction, Info Access has become a prominent
presence in the computer service industry in the Las Vegas Valley, attracting
clients like the Desert Inn and MGM hotels. Mr. Terranova provides computer
support in the areas of LANs, such as Windows 98 and Windows NT, software and
database development using Microsoft Access and Visual Basic, consulting
services, on - site troubleshooting and service, and digital video/multimedia
presentation. Mr Terranova also provides web design and other computer related
consulting.

David Hall, CPA
Treasurer, Director

In December, 1994, Mr. Hall graduated with honors from the Masters of
Accountancy program at Southern Utah University in Cedar City, Utah, and became
a licensed CPA in the State of Nevada in January, 1997.

As the tax principal for L.L. Bradford & Co., Mr. Hall provides extensive tax
consulting and planning services, as well as personnel management. His expertise
is in entity set-up and structuring, portfolio management, business evaluation
and business and individual tax planning.

Prior to that, Dave worked as a senior accountant for Layton, Layton & Tobler,
LLP. from 1995 to 1997, providing income tax consulting and financial planning.
These tasks were performed for a variety of clients who operated businesses in
several different industries. His experience included, but was not limited to,
construction, financial institutions, health and welfare trusts, and many
professional service organizations.

Lance Bradford, CPA
Director

Lance Bradford is the managing partner for L.L. Bradford & Company, which he
founded in 1991. Previously, Mr. Bradford's experience was with Ernst & Young in
the Reno/Sacramento area.

Mr. Bradford serves as a director for Sunderland Corp. a publicly traded
mortgage company trading on the OTCBB under the symbol DLMA and several
non-profit organizations.

He received a B.S. in B.A. from the University of Nevada, Reno and is a
Certified Public Accountant licensed in the State of Nevada.

He is a member of the Nevada Society of Certified Public Accountants and
American Institute of Certified Public Accountants.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 1999, the outstanding Shares
of common stock of Cybucks, Inc. owned of record or beneficially by each person
who owned of record, or was known by Cybucks, Inc. to own beneficially, more
than 5% of Cybucks, Inc.'s Common Stock, and the name and share holdings of each
officer and director and all officers and directors as a group:

<TABLE>

- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
Title of Class Name and Address Amount and Nature of Percent of Percent of Class
of Beneficial Owner Beneficial Owner Class before After Offering
Offering

- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------
Ron Terranova

Common 9657 Odda Way 1,500,000 50% 48.2%
Las Vegas, NV 89117

Common Pioneer Drive 1,500,000 50% 48.2%
Las Vegas, Nevada 89117

- ---------------- ------------------------------------------ ---------------------- ---------------- -------------------

</TABLE>

All shares were issued at inception of the corporation 04-15-97 for initial
consulting. Mr. Mochoruk was issued 500 shares for initial investment banking
consulting. Mr. Terranova was issued shares for intial technical consulting.

DESCRIPTION OF SECURITIES

General Description

The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 100,000,000 shares of common stock, with
a par value of $0.001. The holders of the Shares: (a) have equal ratable rights
to dividends from funds legally available therefore, when, as, and if declared
by the Board of Directors of Cybucks, Inc.; (b) are entitled to share ratably in
all of the assets of the Company available for distribution upon winding up of
the affairs of Cybucks, Inc.; (c) do not have preemptive subscription or
conversion rights and there are no redemption or sinking fund applicable
thereto; and (d) are entitled to one non-cumulative vote per share on all
matters on which shareholders may vote at all meetings of shareholders. These
securities do not have any of the following rights: (a) cumulative or special
voting rights; (b) preemptive rights to purchase in new issues of Shares; (c)
preference as to dividends or interest; (d) preference upon liquidation; or (e)
any other special rights or preferences. In addition, the Shares are not
convertible into any other security. There are no restrictions on dividends
under any loan other financing arrangements or otherwise. See a copy of the
Articles of Incorporation, and amendments thereto, and Bylaws of Cybucks, Inc.,
attached as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, to this
Form SB-2.

Non-Cumulative Voting.

The holders of Shares of Common Stock of Cybucks, Inc. do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose. In such event, the holders of the remaining
Shares will not be able to elect any of Cybucks, Inc.'s directors.

Dividends.

Cybucks, Inc. does not currently intend to pay cash dividends. Cybucks, Inc.'s
proposed dividend policy is to make distributions of its revenues to its
stockholders when Cybucks, Inc.'s Board of Directors deems such distributions
appropriate. Because Cybucks, Inc. does not intend to make cash distributions,
potential shareholders would need to sell their shares to realize a return on
their investment. There can be no assurances of the projected values of the
shares, nor can there be any guarantees of the success of Cybucks, Inc..

A distribution of revenues will be made only when, in the judgment of Cybucks,
Inc.'s Board of Directors, it is in the best interest of Cybucks, Inc.'s
stockholders to do so. The Board of Directors will review, among other things,
the investment quality and marketability of the securities considered for
distribution; the impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other investors,
financial institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader distribution of
such securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

Upon the completion of this Offering, assuming the maximum offering of 109,375
is sold, Cybucks, Inc.'s authorized but unissued capital stock will consist of
96,890,625 shares of common stock. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of Cybucks, Inc. by
means of a merger, tender offer, proxy contest, or otherwise, and thereby to
protect the continuity of the Company's management. If, in the due exercise of
its fiduciary obligations, for example, the Board of Directors were to determine
that a takeover proposal was not in the Company's best interests, such shares
could be issued by the Board of Directors without stockholder approval in one or
more private placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent Board
of Directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.

Transfer Agent.

The Company intends to engage the services of Nevada Agency and Trust, Reno,
Nevada, to act as transfer agent and registrar. Nevada Agency and Trust will be
responsible for printing, distributing all stock certificates as well as
maintaining a ledger of all shareholders containing names and addresses.

INTEREST OF NAMED EXPERTS AND COUNSEL

No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.

THE COMPANY

History and Organization

Cybucks, Inc., formerly known as Tel-Vest, Inc., (the "Company") was organized
as a Nevada corporation in April of 1997. In December 1999, the name was changed
to Cybucks, Inc. As a result of the reorganization, Mr. Marurice O Bannon,
President of Tel-Vest, Inc., resigned, and the Board of Directors elected Mr.
Ron Terranova as President, Chairman, and Secretary. Mr. Terranova had been
acting as a consultant to Tel-Vest, Inc. since its inception. As of this date,
Tel-Vest, Inc., had not been a successful operation and had not been able to
move forward with a plan of business. There has been no revenues and minimal
operations as of this date. As of December 10, 1999, a forward split of 3000 to
1 was placed into effect. Its principal office is currently located at 2915 West
Charleston Boulevard, Suite 7, Las Vegas, Nevada, 89102. The telephone number is
(702) 383-6520.

Tel-Vest, Inc. from inception to December 1999 was a development stage company
attempting to obtain financing for a computer supply business that would
refurbish used computers as well as supply components to end users in need of
repairs or seeking upgrades. The then current management was unable to attract
any investors and therefore could not purchase equipment, hire needed personnel,
or purchase proper facilities to conduct operations.

Mr. Terranova had provided initial minor consulting and agreed with the
management of Tel-Vest to take over as President, Secretary and Chairman and
changed the plan of business at that time. In December 1999 the management of
Tel-Vest, Inc. abandoned their operations.

At inception the Tel-Vest, Inc. paid Mr. Terranova 500 shares for supplying
initial consulting concerning the computer industry and advice concerning the
anticipated plan of business. Tel-Vest, Inc also paid the other beneficial
shareholder Mr. Mochoruk 500 shares for providing general business consulting
concerning what type of corporation to form and ideas of how to raise capital.
Tel-Vest then attempted to complete a business plan and started searching for
funding sources that would allow them to commence operations. Throughout the
remainder of 1997 to December 1999 the management of Tel-Vest attempted to
locate funding. During the search for funding there were no revenues or expenses
primarily because there were no operations. Tel-Vest management was unsuccessful
in securing financing mainly due to the lack of experience of management. As a
result of managements inability to commence operations in December, 1999 Mr.
Terranova became the President, changed the name of the company to Cybucks, Inc,
and immediately commenced preparation for the filing of a registration
statement. Additionally David Hall, Chief Financial Officer/Treasurer joined
Cybucks, Inc. in December, 1999.

The new plan of business is to offer high speed internet access in partnership
with popular coffee houses in locations throughout Las Vegas with hopes of
expanding to other major metropolitan areas in the future.

DESCRIPTION OF BUSINESS

Cybucks, Inc. was formed to provide Internet access via Kiosks to customers at
established cafes. It is our plan to work with successful coffee houses and
restaurants in Las Vegas, Cybucks will provide the hardware and Internet access
necessary to turn an ordinary restaurant into a veritable "Cyber Cafe." Cybucks
believes it is the answer to an increasing demand. The public wants: (1) access
to the methods of communication and volumes of information now available on the
Internet, and (2) access at a cost they can afford and in such a way that they
aren't socially, economically, or politically isolated. Cybuck's goal is to
provide the community with a social, educational, entertaining, atmosphere for
worldwide communication. As the popularity of the Internet continues to grow at
an exponential rate, easy and affordable access to the information superhighway
is quickly becoming a necessity of life. Cybucks provides communities with the
ability to access the Internet, enjoy a cup of Coffee, and share Internet
experiences in a comfortable environment. People of all ages and backgrounds
will come to enjoy the unique, upscale, educational, and innovative environment
that Cybucks's Internet Kiosks will provide.

Cybucks's plan for initial operations involves obtaining contracts with four (4)
established coffee houses in the Las Vegas Valley: preferably, one in Downtown
Las Vegas, one between the Strip and Maryland Parkway, one in Henderson/Green
Valley, and one near Summerlin/The Lakes. These locations were chosen for the
following reasons:

o Proximity to the downtown business community
o Proximity to UNLV
o Proximity to the most populated residential districts
o Proximity to secondary business districts
o High visibility across the Las Vegas Valley

All of these qualities are consistent with Cybuck's goal of providing multiple
sites of communication and socialization for the Las Vegas community.

Internet Access

Cybucks Internet Kiosks will provide full access to E-mail, WWW, FTP, Usenet and
other Internet applications such as Telnet and Gopher. Printing, scanning, and
introductory courses to the Internet will also be available to the customer.
Cybucks will also provide customers with a unique and innovative environment for
enjoying the great coffee, specialty beverages, and bakery items of their
favorite cafe.

Cybucks will provide its customers with full access to the Internet and common
computer software and hardware. Some of the Internet and computing services
available to Cybucks customers are listed below.

|X| Access to external POP3 e-mail accounts
|X| Customers can sign up for a Cybucks e-mail account. This account will be
managed by Cybucks's servers and accessible from computer systems outside
the Cubucks network

|X| FTP, Telnet, Gopher, and other popular Internet utilities will be available
|X| Access to Netscape or Internet Explorer browser |X| Access to laser and
color printing |X| Access to popular software applications like Adobe's
Photoshop and Microsoft's Word |X| High-speed Internet access using T1 or
Digital Subscriber Lines (DSL).

Educational Internet Classes

Cybucks will also provide its customers with access to introductory Internet and
e-mail classes. These classes will be held in the afternoon and late in the
evening. By providing these classes, Cybucks will build a client base familiar
with its services, thus paving the way for further expansion. The computers,
Internet access, and classes wouldn't mean half as much if taken out of the
environment Cybucks will offer through the established coffee houses with which
it executes contracts. Good coffee, specialty drinks, bakery goods, and a
comfortable environment will provide Cybucks Internet Kiosk customers with a
home away from home -- a place to enjoy the benefits of computing in a
comfortable and well kept environment.

Internet E-Commerce Marketing

According to a survey conducted by Media Metrix the Internet has become the
latest, hottest, fastest growing medium for communication and advertising.
Current estimates are that the Internet is growing at a rate of 20% percent a
month, and that there are currently over 60 million Internet users worldwide.
Over 40% of all US households are estimated to now have a PC, with up to 30% of
those owners using the Internet on a regular basis. The Internet's pace of
growth accelerates each month. It is spreading faster than cable television,
VCRs, cellular phones, and fax machines-faster than any telecommunication
product in history. Current projections indicate that by the year 2000, 187
million host computers will be connected to an Internet constituting 4.1 million
networks dispersed around the globe. Cybucks plans to capitalize and effectively
use the ever- growing internet e-commerce to reach to promote its products to
the coffee drinking public.

Advertising and E-Commerce.

Cybucks intends to cater to people who want a guided tour on their first spin
around the information highway and to experienced users eager to indulge their
passion for computers in a social setting. Furthermore, Cybucks will be a magnet
for local and traveling professionals who desire to work or check their e-mail
messages in a friendly atmosphere. These professionals will either use Cybucks's
PCs, or plug their notebooks into Internet connections. Cybucks's target market
covers a wide range of ages: from members of Generation X who grew up surrounded
by computers, to Baby Boomers who have come to the realization that people today
cannot afford to ignore computers.

Market

While there are only a few other cyber cafes established in Las Vegas, Cybucks
Internet Kiosks will have a competitive edge due to their comparatively low
overhead costs and more technologically advanced hardware. The consistent
popularity of coffee, combined with the growing interest in the Internet, bodes
well for the success of expansion in this market. Additionally, Las Vegas has
proven itself as a market enamoured of technology and should be receptive to
Cybucks Internet Kiosks.

Cybucks's customers can be divided into two groups. The first group is familiar
with the Internet and desires a progressive and inviting atmosphere where they
can get out of their offices or bedrooms and enjoy a great cup of Coffee. The
second group is not familiar with the Internet, yet, is just waiting for the
right opportunity to enter the online community. Cybucks target market falls
anywhere between the ages of 18 and 50. This extremely wide range of ages is due
to the fact that both Coffee and the Internet appeal to a variety of people. In
addition to these two broad categories, Cybucks target market can be divided
into more specific market segments. The majority of these individuals are
students and business people. See the Market Analysis table below for more
specify.

Coffee Industry Analysis

The retail Coffee industry in Las Vegas experienced rapid growth at the
beginning of the decade and is now moving into the mature stage of its life
cycle. Many factors contribute to the large demand for good coffee in Las Vegas.
The University is a main source of demand for Coffee retailers. Current trends
in the Southwest reflect the popularity of fresh, strong, quality coffee and
specialty drinks, both hot and cold. Las Vegas is a haven for coffee lovers.

The popularity of the Internet is growing exponentially. Those who are familiar
with the information superhighway are well aware of how fun and addicting
surfing the Net can be. Those who have not yet experienced the Internet need a
convenient, relaxed atmosphere where they can feel comfortable learning about
and utilizing the current technologies. Cybucks seeks to provide its customers
with affordable Internet access in an innovative and supportive environment.

Due to intense competition, cafe owners must look for ways to differentiate
their place of business from others in order to achieve and maintain a
competitive advantage. The founder of Cybucks realizes the need for
differentiation and strongly believes that combining a cafe with complete
Internet service is the key to success and will therefore make Cybucks Internet
Kiosks appealing to established coffee houses and cafes

Competition

Currently there are no other cyber cafes in Las Vegas.

As Cybucks grows, more communications systems and additional locations will be
added. As the demand for Internet connectivity increases, along with the
increase in competition, Cybucks will continue to add new services to keep its
customer base coming back for more, such as:

o Video conferencing
o Digital video capture and compression
o Voice recognition software
o Special deals for Cybucks customers with various online retailers

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following financial review and analysis is intended to assist prospective
investors in understanding and evaluating the financial condition and results of
operations of Cybucks, Inc., for the year ending December 31, 1999. This
information should be read in conjunction with Cybucks, Inc.'s Financial
Statements and accompanying notes thereto, "Selected Financial Data" and other
detailed information regarding Cybucks, Inc. appearing elsewhere in this
Prospectus.

OVERVIEW

Cybucks Internet Kiosks, formerly known as Tel-Vest, Inc., changed it's plan of
business in December 1999 from computer supply and repair to providing internet
access to upscale coffee houses in the Las Vegas area. The change in focus was
due mainly because of the abandonment by management of Tel-Vest Inc. the prior
plan of business and appointing new management. The newly renamed (Cybucks,
Inc.) and new management intends to provide Internet Kiosks in existing coffee
houses throughout the Las Vegas Valley. We feel this is an ideal market for
expansion, given the enormous popularity of both the Internet and coffee.

Cybucks will provide high-speed Internet access using T-3 or Digital Subscriber
Lines. This high speed access will make the Cybucks experience attractive even
to those with home modem access to the Internet, since the speed of
up-and-downloads is increased 150 times with t-3 and DSL.

Cybucks will also provide classes for those somewhat daunted by the tremendous
wealth of cyber-knowledge that is the Internet (i.e., senior citizens).

RESULTS OF OPERATIONS:

Limited operations.

Cybucks, Inc., has only had limited operations and has had no revenues to date
since incorporation. In the future Cybucks expects the primary revenue source to
be in the form of payment s by users while at selected coffee shops. While at
coffee shops users will pay for the use of the internet connection in 15 minute
increments. Prospective coffee shops will be attracted to the idea of internet
connections because of the possibility of an additional revenue source and the
idea of keeping the users in the cofee shops longer.

Capital and Liquidity.

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing operations and for general purposes. Cash for
operations will be primarily obtained through anticipated cash flows from
operations and investors.

Cybucks, Inc. has significant ongoing liquidity needs to support its existing
business and initial growth. Cybucks, Inc.'s liquidity will be actively managed
on a periodic basis and Cybucks, Inc.'s financial status, including its
liquidity, will be reviewed periodically by Cybucks, Inc.'s management. This
process is intended to ensure the maintenance of sufficient funds to meet the
needs of Cybucks, Inc.

Management believes that cash generated from operations will not be sufficient
to provide for its capital requirements for at least the next 12 months if
sufficient revenues have not been generated. Cybucks, Inc. may seek additional
equity financing in the early part of 2001 through an additional offering of its
common stock, and contemplates that this offering, before expenses relating to
the offering, will be $100,000 if the maximum amount of shares are sold.

The management of Cybucks, Inc. feels that the minimum amount of the offering of
$35,000 and 109,375 shares should be reached within the initial 120 days after
the effective date of this registration and will have access to that capital at
the time the minimum amount is attained. If the management of Cybucks, Inc. does
not reach the minimum amount of this offering within 120 days of the effective
date of this registration it has the right to extend the offering for another
120 days. If after the additional 120 days Cybucks, Inc. has not attained the
minimum offering amount, all proceeds collected in relation to this offering
will be returned to the subscribers within 5 days by certified mail.

During the year ended Decenber 31, 1999, there were no cash flows from operating
activities, however, Cybucks hopes to receive revenues in fees customers pay
while in use of the internet in a cafe. This type of revenues would be recurring
on a monthly once Cybucks has it's brand name established and secures
relationships with local coffee houses.

Cybucks, Inc. relies on the personal equipment of the President and does not
appear to have sufficient working capital to fulfill it's obligations for the
next twelve months. There is a high possibility that Cybucks will not ever begin
operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires recognition of all derivative instruments in the statement of
financial position as either assets or liabilities and the measurement of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to
affect the consolidated financial statements of Cybucks, Inc..

MARKET SUMMARY

The focus and purpose is to create a unique, upscale environment for people of
all ages and walks of life to surf the Internet.

Cybucks, is a company dedicated to providing high-speed, affordable Internet
access to everyone. Cybucks Internet Kiosks will offer the latest technological
advances and reliable connectivity to ensure a pleasurable on line experience.
We believe that the Internet will only become increasingly more important in
everyday life and seek to blend the high-tech atmosphere of the Web with the
relaxed, friendly, social atmosphere of a coffee house.

PLAN OF OPERATION

A discussion of Cybucks, Inc.'s plan of operation over the next 12 months in
incorporated into the discussion of the Company's business. See "Description of
Business."

DESCRIPTION OF PROPERTY

Cybucks, Inc. currently owns the following property in connection with its
operations:
(a) Cybucks, Inc. is currently utilizing the personal property and
equipment of the President of Cybucks, Inc. consisting of computer equipment and
related supplies valued at $9,500.00 Cybucks currently operates out of the
private residence of the President, Mr. Terranova. Cybucks, Inc. anticipates
purchasing additional equipment with the proceeds of this offering and seeking
office space in the Las Vegas areat.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

MARKET FOR COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS.

(a) Market Information.
Cybucks, Inc.'s Shares are not traded.

(b) Holders of Common Equity.
As of December 31, 1999, there were 2 shareholders of record of
Cybucks, Inc.'s common stock.

(c) Dividends.
Cybucks, Inc. has not declared or paid a cash dividend to Stockholders.
The Board of Directors presently intends to retain any earnings to
finance Company operations and does not expect to authorize cash
dividends in the foreseeable future. Any payment of cash dividends in
the future will depend upon Cybucks, Inc.'s earnings, capital
requirements and other factors.

EXECUTIVE COMPENSATION

(a) No officer or director of Cybucks, Inc. is receiving any remuneration at
this time. The company does not plan to pay compensation to it's officers
and directors until which time the company has established revenues.
(b) There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors,or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its
subsidiaries.

(c) No remuneration is proposed to be in the future directly or indirectly by
the corporation to any officer or director under any plan which is
presently existing.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS.

Set forth below are the audited financial statements for the Company for
the period ended March 31, 2000. The following financial statements are attached
to this report and filed as a part thereof.

CYBUCKS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999

PAGE 1 - INDEPENDENT AUDITORS' REPORT

PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999

PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
APRIL 22, 1997 (INCEPTION) TO
DECEMBER 31, 1999

PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM APRIL 22, 1997
(INCEPTION) TO DECEMBER 31, 1999

PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
APRIL 22, 1997 (INCEPTION) TO DECEMBER
31, 1999

PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999

<PAGE>
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
December 31, 1999. 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.

The accompanying f inancial statements have been prepared assuming that the
company will continue as a going concern. The company has no operations to date
and little or no tangible assets. This is further explained in Note 4.

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
<PAGE>

Cybucks, Inc.

(A Development Stage Enterprise)

Balance Sheet

As of December 31, 1999

<TABLE>

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

Fixed Assets

Office Equipment 9,500

Total Other Assets $9,500
Total Assets $9,500

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 $9,500
Accumulated Deficit (3,000)
Total Equity $9,500
Total Liabilities and Equity $5,500
=============
</TABLE>
<PAGE>
Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Operations

<TABLE>

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
================ ============== ===================

</TABLE>
<PAGE>
Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Stockholders' Equity

As of December 31, 1999

<TABLE>

<S> <C> <C> <C> <C> <C>
$.001 Par Paid - in Accumulated Stockholders'
Shares Value Capital Deficit Equity
Balance January 1, 1998 3,000,000 $3,000 $ 9,500 $(3,000) $9,500
Net Income (Loss) - -
--------------- --------------- -------------- -------------- ----------------
Balance December 31, 1998 3,000,000 3,000 $ 9,500 $(3,000) $9,500
Net Income (Loss) - -
--------------- --------------- -------------- -------------- ----------------
Balance December 31, 1999 3,000,000 $3,000 $ 9,500 $(3,000) $9,500
=============== =============== ============== ============== ================
</TABLE>
<PAGE>
Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Cash Flows

<TABLE>

<S> <C> <C>
For the Year Ended From Inception to
December 31 December 31,
1999 1998 1999
Cash Flows from Operating Activities

Net Income (Loss) $ - $ - $ (3,000)
Changes in Operating Assets and Liabilities:
Deferred Tax Benefit

Total Adjustments (450)
Net Cash Used in Operating Activities - - (3,000)
Cash Flows from Investing Activities
Fixed Assets (9,500)
Net Cash used in Investing Activities - - (9,500)
Cash Flows from Financing Activities:
Common Stock 3,000
Paid in Capital 9,500
Net Cash Used in Financing Activities 12,500
Net Increase in Cash - - -
Cash Balance, Begin Period - - -
Cash Balance, End Period $ - $ - $ -
============= ============ ===================
</TABLE>
<PAGE>

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

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 - Going Concern

The company has no operations to date, has no tangible assets or financial
resources, and incurred losses since inception. These losses and lack of
operations raise substantial doubt about the Company's ability to continue as a
going concern.

Note 5 - Income Taxes

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utitlizing the cash basis of accounting for tax purposes
and the accural basis for financial reporting purposes. Deffered taxes are
classified as current or noncurrent, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expenses recorded in the financial statements
that is not deductible for tax purposes and differences int he depreciation
expense calculated for financial statement purposes and tax purposes.

The net deferred tax asset or liability is composed of the following:

<TABLE>

<S> <C> <C> <C>
1999 1998 From
Inception

Total Deferred Tax Assets $ 0 $ 0 $ 450
Less: Valuation Allowances ( 0) ( 0) (450)
Net Deferred Tax Asset - - -
Total Deferred Tax Liabilities - -
Net Deferred Tax Liability - -
Less Current Portion - -

Long Term Portion $ - $ - $
</TABLE>

Note 6 - Subsequent Events

The company is in the process of filing a Form SB2 Registration Statement with
the Securities and Exchange Commission. The Form SB2 describes an offering of
312,500 shares of stock at $.32 per share for a total proposed maximum aggregate
offering price of $100,000. 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.

<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

<PAGE>

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."

RECENT SALES OF UNREGISTERED SECURITIES

None.

EXHIBITS

The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.

UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section10(a)(3) of
the Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and
Notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation From the low or high end of the estimated
maximum offering range may be reflected in the form of
prospects filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) Include any additional or changed material information
on the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Las
Vegas, State of Nevada on January 18, 2000

CYBUCKS, Inc.

By:/s/ Ron Terranova

Ron Terranova

<PAGE>

Exhibit Index
<S> <C>

3.1 Articles of Incorporation

3.2 Certificate of Amendment of Articles of
Incorporation Changing Name filed with the
Nevada Secretary of State on September 30,
1999)

3.3 Bylaws

5.1 Opinion Re: Legality

11.1 Statement of Computation of Earnings Per Share

13.1 10Q Unaudited for the period 01/01/00 through 03/31/00

23.1 Consent of Counsel

23.2 Consent of Accountant

24.1 Special Power of Attorney

27.1 Financial Data Schedule See Below

99.1 Subscription Agreement
</TABLE>

ARTICLE I

NAME

The name of the corporation is TEL - VEST.

ARTICLE II

RESIDENT AGENT & REGISTERED OFFICE

Section 2.01 Resident Agent. The name and address of the Resident Agent for
service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,
Suite 101, Las Vegas, Nevada 89102 . The Mailing Address is P.O. Box 27740, Las
Vegas, Nevada 89126.

Section 2.02 Registered Office. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89102.

Section 2.03 Other Offices. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kinds and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.

ARTICLE III

PURPOSE

The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.

ARTICLE IV

SHARES OF STOCK

Section 4.01 Number and Class. The total number of shares of authorized
captial stock of the Corporation shall consist of a single class of twenty-five
thousand (25,000) shares of common stock, no par value.

The common stock may be issued from time to time without action by the
stockholders. The common stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or
more series, with such voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall be stated in the
resolution or resolutions adopted by them.

Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preferences, preemptive right, or right of
subscription to acquire any shares of of the corporation authorized, issued or
sold, or to be authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other than to the extent,
if any, the Board of Directors may determine from time to time.

Section 4.03. Non-Assessability of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been paid, in money,
property, or services, as the directors shall determine, shall not e subject to
assessment to pay the debts of the corporation, nor for any other puropse, and
no stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in the particular.

ARTICLE V

DIRECTORS

Section 5.01 Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.

Section 5.02 Initial Board of Directors. The initial Board of Directors
shall consist of one (1) member. The name and address of the initial member of
the Board of Directors is as follows:

NAME ADDRESS

Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126

This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.

Section 5.03. Change in Number of Directors. The number of directors may be
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI

INCORPORATOR

The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.O. Box 27740, Las Vegas, Nevada 89126.

ARTICLE VII

PERIOD OF DURATION

The corporation is to have a perpetual existence.

ARTICLE VIII

DIRECTORS' AND OFFICERS' LIABILITY

A Director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (I) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law or (ii) the
unlawful payment of distributions. Any repeal or modification of this article by
the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitations on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.

ARTICLE IX

INDEMNITY

Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he , or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonable incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiciton that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any by-laws,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.

Without limiting the application of the foregoing, the stockholders or
Board of Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase
and maintain insurance on behalf of any person who is or as a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE X

AMENDMENTS

Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.

ARTICLE XI

POWERS OF DIRECTORS

In furtherance and not in limitation of the powers conferred by statute on
te Board of Directors is expressly authorized: (1) Subject to the Bylaws, if
any, adopted by the stockholders, to make, alter, or repeal the Bylaws of the
corporation; (2) To authorize and cause to be executed mortgages and liens, with
or without limit as to amount, upon the real and personal property of the
corporation; (3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons, corporations and
business entities; (4) To set apart out of any of the funds of the corporation
available for distributions a reserve or reserves for any proper purpose and to
abolish any such reserve; (5) By resolution, to designate one or more
committees, each committee to consist of at least one director of the
corporation, which, to the extent provided in the resolution or in the Bylaws of
the corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
stated in the Bylaws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors, and (6) To authorize the
corporation by its officers or agents to exercise all such powers and to do all
such acts and things as may be exercised or done by the corporation, except and
to the extent tht any such statute shall require action by the stockholders of
the corporation with regard to the exercising of any such power or the doing of
any such act or thing.

In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of APRIL,
1997, hereby declaring and certifying that the facts stated hereinabove are
true.

------------------------------------
/s/ Maurice O Bannon.
Maurice O. Bannon

ACKNOWLEDGMENT

STATE OF NEVADA)
) SS:
COUNTY OF CLARK)

On this 15th day of April, 1997, personally appeared before me, a Notary
Public (or judge or other authorized person, as the case may be ), Maurice O
Bannon, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.

---------------------------------
NOTARY PUBLIC

I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for
the previously named Corporation on April 15, 1999.

----------------------------------
/s/ Adele R. DeWitt
Adele R. DeWitt
Office Administrator

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

For Profit Nevada Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)
-- Remit in Duplicate -

1. Name of Corporation TEL-VEST, INC.
--------------

2. The articles have been amended as follows (provide article numbers, if
available): Article I. The name of the corporation is CYBUCKS, INC. and Article
IV Section 4.01 is hereby amended to read as follows:

The total number of shares of authorized capital stock of the Corporation shall
consist of the following: One hundred million (100,000,000) shares of Common
stock, at a par value of .001.

The Common stock may be issued from time to time without action by the
stockholders. The Common stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.

3. The undersigned declare that they constitute at least two-thirds of the
incorporators (check) _____ or the board of directors (check) X
4. The date upon which the original articles of incorporation were filed with
the Secretary of State: 04/15/97.
5. The undersigned affirmatively declare that to the date of this certificate,
no stock of the corporation has been issued.
6. Signatures (all signatures must be acknowledged):

- -----------------------------
/s/ Maurice O Bannon
Maurice O Bannon

On this 13th day of December, this instrument was acknowledged before me by
Maurice O Bannon as President of Tel-Vest, Inc.

- ---------------------------
Notary Public

BYLAWS

TEL-VEST, INC.

A Nevada Corporation

ARTICLE ONE

Stockholders

Section 1. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1997, shall be held on the 22nd day of April each year,
if not a legal holiday, and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote of a Board of
Directors and shall transact such other business as may properly be brought
before the meeting.

Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of a
stockholder owing a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.

Section 3. Place of Meetings. All annual meetings of the stockholders
shall be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4. Quorum; Adjourned Meeting. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice othyer than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

Section 5. Voting. Each stockholder of record of the corporation
holding stock which is entitled to vote at this meeting shall be entitled at
each meeting of the stockholders to one vote for each share of stock standing in
his name on the books of the corporation. Upon the demand of any stockholder,
the cote for directors and the vote upon any question before the meeting shall
be by ballot.

When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

Section 6. Proxies. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding officer of the meeting.

Section 7. Action Without Meeting. Any action which may be taken by the
cote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action, in which case such greater proportion of written consents shall be
required.

ARTICLE II

Directors

Section 1. Management of Corporation. The business of the corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the corporation and do all such lawful acts and thins as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

Section 2. Number, Tenure, and Qualifications. The number of directors
may from time to time be increased or decreased to not less than one nor more
than fifteen. The directors shall be elected at the annual meeting of the
stockholders and exceptas provided in Section 2 of Article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of director, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, andd each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to
exist in ccase of the death, resignation, or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of the stockholders at which any director or directors
are elected to elect the full authorized number of directors to be voted for at
that meeting.

If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the stockholders shall
have power to elect a successor to take office when the resignation is to become
effective.

No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

Section 4. Annual and Regular Meetings. Regular meetings of the Board
of Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of al members of the Board. In the absence of such designation, regular
meetings shall be held at the registered office of the corporation. Special
meetings of the Board may be held wither at a place so designated or at the
registered office.

Regular meetings of the Board of Directors may be held without call or
notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.

Section 5. First Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not so held, the meeting
may be held at such time and palce as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman or the President or by any Vice-President or by any
two directors.

Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at this
address as it is shown upon the records or if such address is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least three (3) days
prior to the time of the holding of the meeting. In case such notice is hand
delivered as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing, or delivery as above provided shall be due, legal and personal
notice to such director.

Section 7. Business of Meetings. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 8. Quorum; Adjourned Meetings. A majority of the authorized
number of directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.

A Quorum of the directors may adjourn any directors meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum, a majoiryt of the directors present at any directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not
be given to the absent directors if the time and place be fixed at the meeting
adjourned.

Section 9. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of at least one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed ato all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors.

Section 10. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
committee.

Section 11. Special Compensation. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors any may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or stand-in committees may be allowed like reimbursement and
compensation for attending committee meetings.

ARTICLE III

Notices

Section 1. Notice of Meetings. Notice of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stokholder of record entitled to vote
at such meeting not less than ten (10) not more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
even of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferree.

Section 2. Effect of Irregularly Called Meetings. Whenever all parties
entitled to vote at any meeting, whether of directors or stockholders, consent,
either by a writing on the records of the meeting or filed with the secretary,
or by presence at such meeting and oral consent entered on the minutes, or by
taking part in the deliberations at such meeting without objection, the doings
of such meeting shall be as valid as if had at a meeting regularly called and
noticed, and at such consideration of which no objection for want of notice is
made at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
te right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

Section 3. Waiver of Notice. Whenever any notice whatever is required
to be given under the provisions of the statutes of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

ARTICLE IV

Officers

Section 1. Election. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer,
none of whom need be directors. Any person may hold two or more offices. The
Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the
Board, one or more vice presidents, assistant treasurers and assistant
secretaries.

Section 2. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.

Section 3. Vice Chairman of the Board. The Vice-Chairman of the Board
shall, in the absence or disability of the Chairman of the Board, perform the
duties and exercise the powers of the Chairman and shall perform such other
duties as the Board of Directors may from time to time prescribe.

Section 4. President. The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation. In the absence of the President, the Vice President
will assume all of the President's responsibilities.

Section 5. Treasurer. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, and account of
all his transactions as Treasurer and of the financial condition of the
corporation. In the absence of the Treasurer, the Vice President will assume all
of the Treasurer's responsibilities.

If required by the Board of Directors, he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of al books, papers, vouchers, money and
other property of whatever kind in his possesion or under his control belonging
to the corporation.

Section 9. Assistant Treasurers. The Assistant Treasurers in the order
of their seniority unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

Section 10. Compensation. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.

Section 11. Remove; Resignation. The officers of the corporation shall
hold office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

ARTICLE V

Capital Stock

Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the corporation shall issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than the
corporation or its employees or (2) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

Section 2. Surrendered; Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificate theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroy certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.

Section 3. Replacement Certificates. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation, if it is
satisfied that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been complied with,
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 4. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
distribution , or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such distribution, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholders of
record on the date fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such distribution,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent , as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.

Section 5. Registered Owner. The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the
corporation shall not be bound to recognize any equitable or other claim to
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, express or other notice thereof,
except as otherwise provided by the laws of Nevada.

ARTICLE VI

General Provisions

Section 1. Registered Office. The registered office of this corporation
shall be in the State of Nevada.
The corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.

Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Distributions may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3. Reserves. Before payment of any distributions, there may be
set aside out of any funds of the corporation available for distributions such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the corporation or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

Section 4. Checks; Notes. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

Section 6. Corporate Seal. The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

ARTICLE VII

Indemnification

Section 1. Indemnification of Officers and Director, Employees and
Other Persons. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, truest, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Nevada from time to time
against all expenses, liability and loss, (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.

Section 2. Insurance. The Board of Directors may cause the corporation
to purchase an maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

Section 3. Further Bylaws. The Board of Directors may from time to time
adopt further Bylaws with respect to indemnification and may amend these and
such Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.

ARTICLE VIII

Amendments

Section 1. Amendments by Stockholders. The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote for
the election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.

Section 2. Amendments by the Board of Directors. The Board of Directors
by a majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.

APPROVED AND ADOPTED this 22nd day of April, 1997.

---------------------------------------
/s/ Maurice O Bannon

Maurice O Bannon

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of TEL-VEST, INC., and that
the foregoing Bylaws, consisting of 13 pages, constitute the code of Bylaws of
TEL-VEST, INC., as duly adopted at a regular meeting of the Board of Directors
of the Corporation held April 22, 1997.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 22nd day of
April, 1997.

--------------------------------------
/s/ Maurice O Bannon

Maurice O Bannon

Law Offices of

Neil J. Beller, LTD.
2345 Red Rock Street

Suite 301

Las Vegas, 89102

January 4, 2000

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Sir/Madam:

We have acted as counsel to Cybucks, Inc a Nevada corporation ("Company"),
in connection with its Registration Statement on Form SB-2 relating to the
registration of 109,375 shares of its common stock ("Shares"), $0.001 par value
per Share, at a maximum offering price of $0.32 per Share.

In our representation we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation and
Bylaws of the Company.

Based upon the foregoing, it is our opinion that the Company is duly
organized and validly existing as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Sincerely,

/s/ Neil J. Beller
Neil J. Beller, LTD.

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.

Item 1. Financial Statements

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with the generally
accepted accounting principles have been omitted. However, in the opinion of
management, all adjustments (which include only normal recurring accruals)
necessary to present fairly the financial position and results of operations for
the period presented have been made. The results for interim periods are not
necessarily indicative of trends or of results to be expected for the full year.
These financial statements and notes thereto included in the Company's
registration statements and notes thereto included in the Company's registation
statement on Form 10KSB, as amended.

<PAGE>

Cybucks, Inc.

(A Development Stage Enterprise)

Balance Sheet

As of December 31, 1999

<TABLE>

<S> <C> <C>
(Unaudited) (Audited)
March 31 December 31
2000 1999

ASSETS
Current Assets:
Cash in Bank 2,000

Total Current Assets 2,000 $ -

Fixed Assets
Office Equipment 9,500 9,500
Less: Allowance for Depreciation (475) -

Total Assets $11,025 $9,500

LIABILITIES
Current Liabilities
Total Current Liabilities

Noncurrent Liabilities 8,000 -
Note Payable 8,000 -

Total Liabilities 8,000 -

STOCKHOLDERS' EQUITY

Common Stock
100,000,000 authorized shares
par value $.001 3,000 3,000
3,000,000 shares issued
and outstanding
Paid in Surplus 9,500 9,500
Retained Earnings (9,475) (3,000)
3,025 9,500

Total Liabilities and Equity $11,025 $9,500

</TABLE>

Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Operations

<TABLE>

For the 3 months From Inception
ended March 31 -March 31

2000 1999 2000
Revenue $ - $ - $ -
Total Revenues - - -
---------------- -------------- -------------------
General and Administrative Expenses
---------------- -------------- -------------------
Consulting 3,820 - 6820
Depreciation 475 - 475
Legal and Professional 1,800 - 1,800
Filing Fees 380 - 380

Total General and Administrative Expenses 6,475 - 9,475

Income (Loss) from continuing operations
before income taxes (6,475) - (9,475)

Provision for Income Taxes
Income Tax Benefit - - -
================ ============== ===================
Provision for Income Taxes - - -
Net (Loss) (6,475) - (9,475)
================ ============== ===================
Net Loss per share ($0.002) - ($0.003)
Weighted Average Number of
Shares outstanding 3,000,000 3,000,000 3,000,000
</TABLE>

Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Stockholders' Equity

As of March 31, 1999

<TABLE>

<S> <C> <C> <C> <C> <C>
$.001 Par Paid - in Retained
Shares Value Capital Earning Total
Balance January 1, 2000 3,000,000 $3,000 $ 9,500 $(3,000) $9,500

--------------- --------------- -------------- -------------- ----------------
Net Income (Loss) (6,475) (6,475)

--------------- --------------- -------------- -------------- ----------------
Balance August 31, 1999 3,000,000 3,000 9,500 (9,475) 3,025
=============== =============== ============== ============== ================
</TABLE>

Cybucks, Inc.

(A Development Stage Enterprise)

Statement of Cash Flows

<TABLE>

<S> <C> <C>
For the 3 months From Inception to
ended March 31 December 31,
2000 1999 1999
Cash Flows from Operating Activities

Net Income (Loss) $ (6,475) $ - $ (9,475)
Adjustments to Reconcile Excess Contributions to cash
Provided from operations

Depreciation 475 - 475
-------------------------------------------
Total Adjustments 475 - 475

Net Cash Used in Operating Activities (6,000) - (9,000)
Cash Flows from Investing Activities
Fixed Assets - - (9,500)
------------------------------------------
Net Cash used in Investing Activities - - (9,500)

Cash Flows from Financing Activities:
Increase in long-term debt 8,000 - 8,000
Common Stock 3,000
Paid in Capital 9,500
-----------------------------------------
Net Cash Used in Financing Activities 8,000 20,500

Net Increase in Cash 2,000 - 2,000

Cash Balance, Begin Period - - -

Cash Balance, End Period $ 2,000 $ - $ 2,000
============= ============ ===================
</TABLE>

Law Offices of

Neil J. Beller, LTD.
2345 Red Rock Street

Suite 301

Las Vegas, 89102

January 4, 2000

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Sir/Madam:

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Sincerely,

/s/ Neil J. Beller
Neil J. Beller, LTD.

CLYDE BAILEY P.C.
Certified Public Accountant

10924 Vance Jackson #404

San Antonio, Texas 78230

(210) 699-1287(ofc.)

(888) 699-1287 (210) 691-2911 (fax)

Member:

American Institute of CPA's

Texas Society of CPA's

March 28, 2000

I consent to the use, of my report dated January 23, 2000, in the Form
SB2, on the financial statements of Cybucks, Inc., dated December 31, 1999,
included herein and to the reference made to me.

/s/ Clyde Bailey
Clyde Bailey

Special Power of Attorney

The undersigned constitute and appoint Ron Terranova their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>

Signature Title Date
/s/ Ron Terranova President, Chief January 18, 2000
Ron Terranova Executive, Director
Treasurer

/s/ David C. Hall Chief Financial Officer, January 12, 2000
David C. Hall Director

/s/ Lance Bradford Director January 14, 2000
Lance Bradford
</TABLE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and statements of operations found on pages F-1 ex seq. of the Company's
Form SB-2 for the nine months ended September 30, 1999, and is qualified in its
entirety by reference to such financial statements.

</LEGEND>

<CIK> 0001104523
<NAME> CYBUCKS, INC.

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,500
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3000
<OTHER-SE> (2550)
<TOTAL-LIABILITY-AND-EQUITY> 5,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00

</TABLE>

SUBSCRIPTION AGREEMENT

Cybucks, Inc.

Gentlemen:

The undersigned hereby subscribes for _________ Shares of the common
stock of Cybucks, Inc. (the "Shares") at a purchase price of fifty 32/100 cents
($0.32) per Share. The undersigned hereby agrees to purchase ___________ of the
Shares (the "Offering").

The undersigned subscriber (sometimes hereinafter referred to as the
"Subscriber") agrees to pay a minimum of $1,000 (one thousand) and 00/100
Dollars ($___________) as a subscription for the Shares being purchased
hereunder. The entire purchase price is due and payable upon the execution of
this Subscription Agreement, and shall be paid by check or subject to
collection, made payable to the order of Cybucks, Inc., Account. The management
of Cybucks, Inc. shall have the right to reject this subscription in whole or in
part.

The undersigned acknowledges that the Shares being purchased
hereunder will be registered under the Securities Act of 1933, as amended (the
"1933 Act"), and will only be available for sale in the states of Michigan,
Nevada and Florida and will be issued pursuant to registration statement on form
SB-2 promulgated under the rules and regulations of the Securities Act of 1933.

1. The undersigned represents, warrants, and agrees as follows:

(a) This Subscription Agreement is and shall be irrevocable.

(b) He has carefully read this Subscription Agreement, and the
Registration Statement and Exhibits thereto (the "Disclosure Materials") all of
which the undersigned acknowledges have been provided to him. The undersigned
has been given the opportunity to ask questions of, and receive answers from,
Cybucks, Inc. concerning the terms and conditions of this Offering and the
Disclosure Materials and to obtain such additional written information, to the
extent Cybucks, Inc. possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of same, as the
undersigned desires in order to evaluate the investment. The undersigned further
acknowledges that he has received no representations or warranties from Cybucks,
Inc., the Issuers Agent, or their respective employees or agents in making this
investment decision other than as set forth in the Disclosure Materials.

(c) He is aware that the purchase of the Shares is a speculative
investment involving a high degree of risk and that there is no guarantee that
he will realize any gain from this investment, and that the entire investment
could be lost. The undersigned acknowledges that he has specifically reviewed
the sections in the Registration Statement entitled "Risk Factors."

(d) He understands that no federal or state agency has made any finding
or determination regarding the fairness of this Offering of the Shares for
investment, or any recommendation or endorsement of this offering.

(e) He, if an individual, has adequate means of providing for his
current needs and personal and family contingencies and has no need for
liquidity in this investment in the Shares. The undersigned has no reason to
anticipate any material change in his personal financial condition for the
foreseeable future.

(f) He is financially able to bear the economic risk of this
investment, including the ability to hold Cybucks, Inc. shares indefinitely or
to afford a complete loss of his investment in Cybucks, Inc.

(g) His overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and the investment in the
Shares will not cause such overall commitment to become excessive.

(h) The funds provided for this investment are either separate
property of the undersigned, community property over which the undersigned has
the right of control, or are otherwise funds as to which the undersigned has the
sole right of management.

(j) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY:
If the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g. if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring these Shares, and (iii) the undersigned has the full power and
authority to execute this Subscription Agreement on behalf of such entity and to
make the representations and warranties made herein on its behalf, and (iv) this
investment in Cybucks, Inc. has been affirmatively authorized, if required, by
the governing board of such entity and is not prohibited by the governing
documents of the entity.

(k) The address shown under the undersigned's signature at the end of
this Subscription Agreement is the undersigned's principal residence if he is an
individual, or its principal business address if a corporation or other entity.

(l) He has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Shares.

2. He expressly acknowledges and agrees that Cybucks, Inc. is relying upon the
undersigned's representation contained in the Subscription Documents.

3. He acknowledges that he understands the meaning and legal consequences of the
representations and warranties which are contained herein.

4. Cybucks, Inc. represents that it is duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
State of Nevada and has all requisite power and authority, and all necessary
authorizations, approvals and orders required as of the date hereof to own its
properties and conduct its business as described in the Registration Statement
and to enter into this Subscription Agreement and to be bound by the provisions
and conditions hereof is in good standing in any other states which would impose
requirements as a result of the amount of business done by Cybucks, Inc. in that
state.
5. Except as otherwise specifically provided for hereunder, no party
shall be deemed to have waived any of his or its rights hereunder or under any
other agreement, instrument or papers signed by any of them with respect to the
subject matter hereof unless such waiver is in writing signed by the party
waiving said right. A waiver on any one occasion with respect to the subject
matter hereof shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion. All rights and remedies with respect to the
subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.

6. The parties have not made any representations or warranties with
respect to the subject matter hereof not set forth herein, and this Subscription
Agreement, together with any instruments executed simultaneously herewith,
constitutes the entire agreement between them with respect to the subject matter
hereof. All understandings and agreements heretofore had between the parties
with respect to the subject matter hereof are merged in this Subscription
Agreement and any such instrument, which alone fully and completely expresses
their agreement.

7. This Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by all
of the parties to this Agreement.

8. The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.

9. This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada and the undersigned hereby
consents to the jurisdiction of the courts of the State of Nevada and/or the
United States District Court covering the State of Nevada.

THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

Exact Name in Which Title is to be Held

(Signature)

Name (Please Print)
Residence: Number and Street
City State Zip
Code

Social Security Number

Accepted this day of , 2000 on behalf of Cybucks, Inc. ------------
- ----------------------

BY:

STATE OF _____________ )
) :ss
COUNTY OF ___________ )

On the day written below, before me personally appeared , residing at , to me
- -------------------------------------------------------------------------------
known and known to me to be the individual described in and who executed the
foregoing instrument, and he/she duly acknowledged to me that he/she executed
the same. SUBSCRIBED and SWORN to before me this day of , 2000.
- ------------------ -------------------------------------

NOTARY PUBLIC in and for said County and State.

<PAGE>

EXECUTION BY SUBSCRIBER WHICH IS A CORPORATION, PARTNERSHIP, TRUST, ETC.

Exact Name in which title is to be Held

(Signature)

Name (Please Print)

Title of Person Executing Agreement

Address Number and Street

City State Zip Code

Tax Identification Number

Accepted this day of , 2000 on behalf of Cybucks, Inc.
-------- -----------------

STATE OF )
) :ss
COUNTY OF )

On the day written below, before me personally appeared , to me known, who,
being by me duly sworn, did depose and say that he/she resides at -- and that
he/she is the of
the corporation described in and which executed the foregoing instrument
- ------------------------------------------------------------ that he/she knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the board of directors of
said corporation, and that he/she signed his/her name thereto by like order.

SUBSCRIBED and SWORN to before me
this day of , 2000.
------------ -------------------------

NOTARY PUBLIC: in and for said County and State.

<PAGE>

STATE OF )
) :ss
COUNTY OF )

SUBSCRIBED and SWORN to before me
this day of , 2000.
------------ -------------------------

NOTARY PUBLIC: in and for said County and State

<PAGE>

INVESTOR QUESTIONNAIRE

Name of Subscriber: _________________________________________________________
The offer and sale of shares (the "Shares") in Cybucks, Inc.(the "Corporation"),
are being registered for public sale under the Securities Act of 1933, as
amended (the "Act") on form SB-2 and will only be offered in the states of
Florida, Michigan and Nevada. The undersigned Subscriber represents and warrants
to Cybucks, Inc. that:

(a) The information contained herein is complete and accurate and may be relied
upon by the Corporation; and

(b) Subscriber will notify the management of Cybucks, Inc. immediately of any
material change in any of such information occurring prior to the
acceptance or rejection of the Subscriber's subscription for Shares.

INSTRUCTIONS:

Part I of this Questionnaire concerns investors who are "accredited," as that
term is defined and construed pursuant to Regulation D under the Securities Act
of 1933. If you qualify under any of the categories listed in Part I, you are
not required to fill out Part II of this Questionnaire. If you do not qualify
under any of the categories listed in Part I, you must fill out Part II.

IF THE INVESTOR IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE
PARTNERSHIP AGREEMENT AND ALL AMENDMENTS THERETO. IF THE INVESTOR IS A
CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF INCORPORATION AND A BOARD
OF DIRECTORS RESOLUTION (CERTIFIED BY THE SECRETARY OF THE CORPORATION)
AUTHORIZING THIS INVESTMENT.

IF THE INVESTOR IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL
AMENDMENTS THERETO.

<PAGE>

PART I: ACCREDITED INVESTORS1. FOR INDIVIDUAL INVESTORS ONLY :Please check any
that apply:*Any private business development company as defined in section
202(a)(22) of the Investment Advisors Act of 1940

* Any organization described in section 501(a)(22) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;

* Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer; * Any natural person whose
individual net worth, or joint net worth with that person's spouse, at the time
of his purchase exceeds $1,000,000;

* Any natural person who had any individual income in excess of $200,000 in each
of the two most recent years or joint income with that person' spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year;

* Any trust, with total assets in excess of $5,000,000, not formed for the
specific whose purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii);

o Any entity in which all of the equity owners are accredited investors.
PART II: NON-ACCREDITED INVESTORS1. Name of Person Making Investment Decision:

Date of Birth:___________ U.S. Citizen: Yes ____ No ____

College: _________________________________________________________________

Degree: _____________ Year: ________

Graduate School: Degree: _____________ Year: _________

Social Security or Federal ID No(s): ___________________ __________________

2. Nature of Business: ___________________________________________________

Position and Duties: ___________________________________________________

Please set forth other prior occupations or duties during the past five years:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Year of Anticipated Retirement: _____________________
3. Please list investments made during the past five years:

- --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Year: ________________ Nature of Investment: _________ Amount: _________
4. (a) I consider myself to have such knowledge and experience in financial
and business matters to enable me to evaluate the merits and risks of an
investment in Cybucks, Inc..Yes:__________ No:______________
(b) If the answer to 4(a) is "yes," please set forth below (or in an
attachment) the basis for your answer (e.g., investment or business
experience, profession, past review of other investment offerings, etc.).
(c) If the answer to 4(a) is "no," please list the name, business address and
telephone number of the person who is your purchaser representative.
5. My income from all sources was, now is, or is expected to
be:___________________________.
6. (a) My personal net worth (including the net worth of my spouse, if any) is
now estimated at: $_____________________.
(b) My personal net worth (exclusive of homes, home furnishings and
automobiles) is now estimated at: $-------------------.
(c) My estimated liquid assets equal: $_________________.
(d) My estimated non-liquid assets equal: $______________.

DATED: This ___________ day of __________________, 2000.