UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended    September 30, 2000
                               ----------------------------

[]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

Commission File No.        0-30951
                    ------------------------

                            PINECREST SERVICES, INC.
        (Exact name of Small Business Issuer as specified in its charter)

         NEVADA                                           67-0695367
------------------------------------             --------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification Number)

3353 South Main Street, Suite 584
Salt Lake City, Utah                                 84115
----------------------------------------         ------------------
(Address of principal executive offices)           (Zip Code)


Issuer's telephone number, including area code      (801) 323-2395
                                               -------------------------------

         Indicate  by check mark  whether  the Issuer (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter  period that the Issuer
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

         Indicate  the  number of  shares  outstanding  of each of the  Issuer's
classes of common stock, as of the latest practicable date.

             Class                         Outstanding as of September 30, 2000
------------------------------------       ------------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                17,000,000 SHARES

                                        1

<PAGE>



                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

BASIS OF REPRESENTATION

General

         The accompanying  unaudited financial  statements have been prepared in
accordance with the instructions to Form 10-QSB and,  therefore,  do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations,  cash flows, and stockholders' equity (deficit)
in conformity with generally accepted accounting  principles.  In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of operations and financial  position have been  included,  and all such
adjustments are of a normal  recurring  nature.  Operating  results for the nine
months ended September 30, 2000, are not  necessarily  indicative of the results
that can be expected for the year ending December 31, 2000.


                                        2

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                September 30,              December 31,
                                                                                    2000                       1999
                                                                           ----------------------    ----------------------
                                                                                 (Unaudited)                 (Audited)
ASSETS
   CURRENT ASSETS
<S>                                                                        <C>                       <C>
     Cash in bank                                                          $                    0    $                   0
                                                                           ----------------------    ---------------------

                                              TOTAL CURRENT ASSETS         $                    0    $                   0
                                                                           ======================    =====================

LIABILITIES & EQUITY
   CURRENT LIABILITIES
     Accounts payable - related party (Note 4)                             $               30,000    $              30,000
                                                                           ----------------------    ---------------------

                                         TOTAL CURRENT LIABILITIES                         30,000                   30,000

   STOCKHOLDERS' EQUITY
     Common Stock $.001 par value:
       Authorized - 20,000,000 shares
       Issued and outstanding 17,000,000 shares                                            17,000                   17,000
     Deficit accumulated during the development stage                                     (47,000)                 (47,000)
                                                                           ----------------------    ---------------------

                                        TOTAL STOCKHOLDERS' EQUITY                        (30,000)                 (30,000)
                                                                           ----------------------    ---------------------

                                                                           $                    0    $                   0
                                                                           ======================    =====================
</TABLE>


                       See Notes to Financial Statements.


                                        3

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                                      3/7/86
                                           Three Months Ended                       Nine Months Ended                (Date of
                                              September 30,                           September 30,                inception) to
                                        2000                1999                2000               1999               9/30/00
                                 ------------------  ------------------  -----------------   -----------------  ------------------
<S>                              <C>                 <C>                 <C>                 <C>                <C>
Net sales                        $                0  $                0  $               0   $               0  $                0
Cost of sales                                     0                   0                  0                   0                   0
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                GROSS PROFIT                      0                   0                  0                   0                   0

General and administrative
   expenses                                       0                   0                  0                   0              47,000
                                 ------------------  ------------------  -----------------   -----------------  ------------------

                    NET LOSS     $                0  $                0  $               0   $               0  $          (47,000)
                                 ==================  ==================  =================   =================  ==================

BASIC AND DILUTED
   (LOSS) PER COMMON
   SHARE
Net (loss) per weighted
   average share                 $              .00  $              .00  $             .00   $             .00
                                 ==================  ==================  =================   =================

Weighted average number of
   common shares used to
   compute net income
   (loss) per weighted
   average share                         17,000,000          17,000,000         17,000,000          17,000,000
                                 ==================  ==================  =================   =================
</TABLE>


                       See Notes to Financial Statements.


                                        4

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                                      3/7/86
                                                                                    Nine Months Ended                (Date of
                                                                                      September 30,                inception) to
                                                                                2000               1999               9/30/00
                                                                         -----------------   -----------------  ------------------
OPERATING ACTIVITIES
<S>                                                                      <C>                 <C>                <C>
   Net (loss)                                                            $               0   $               0  $          (47,000)
   Adjustments to reconcile net (loss) to cash used by
     operating activities:
       Amortization                                                                      0                   0              17,000
       Accounts payable                                                                  0                   0              30,000
                                                                         -----------------   -----------------  ------------------

                                NET CASH USED BY OPERATING ACTIVITIES                    0                   0                   0

INVESTING ACTIVITIES
     Organization costs                                                                  0                   0             (17,000)
                                                                         -----------------   -----------------  ------------------

                                         NET CASH PROVIDED (USED) BY
                                                 INVESTING ACTIVITIES                    0                   0             (17,000)

FINANCING ACTIVITIES
   Proceeds from sale of
     common stock                                                                        0                   0              17,000
                                                                         -----------------   -----------------  ------------------

                                                 NET CASH PROVIDED BY
                                                 FINANCING ACTIVITIES                    0                   0              17,000
                                                                         -----------------   -----------------  ------------------

                                      INCREASE (DECREASE) IN CASH AND
                                                     CASH EQUIVALENTS                    0                   0                   0

Cash and cash equivalents at beginning of period                                         0                   0                   0
                                                                         -----------------   -----------------  ------------------

                                           CASH AND CASH EQUIVALENTS
                                                     AT END OF PERIOD    $               0   $               0  $                0
                                                                         =================   =================  ==================
</TABLE>






                       See Notes to Financial Statements.


                                        5

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000


NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         a.       Basis of Presentation

                  The  accompanying  financial  statements have been prepared in
                  accordance  with  generally  accepted  accounting   principles
                  ("GAAP") for interim financial information.  Accordingly, they
                  do not include all of the information  and footnotes  required
                  by  generally   accepted  auditing   principles  for  complete
                  financial  statements.   The  unaudited  financial  statements
                  should,  therefore,  be read in conjunction with the financial
                  statements  and notes  thereto in the Report on Form  10-SB12G
                  for the five  months  ended May 31,  2000.  In the  opinion of
                  management,   all   adjustments   (consisting  of  normal  and
                  recurring   adjustments)   considered  necessary  for  a  fair
                  presentation,  have been  included.  The results of operations
                  for the three and nine- month periods ended September 30, 2000
                  are not  necessarily  indicative  of the  results  that may be
                  expected for the entire fiscal year.

         b.       Organization & Consolidation Policy

                  Pinecrest Services,  Inc. (the Company), a Nevada corporation,
                  was  incorporated  on February 10, 1999. On May 11, 2000,  the
                  Company merged with Hystar Aerospace Marketing  Corporation of
                  Nebraska   Inc.   (Hystar).   The  Company  is  the  surviving
                  corporation.

                  Hystar  Aerospace   Marketing   Corporation  of  Nebraska  was
                  incorporated March 7, 1986 to lease, sell, and market airships
                  and the Burkett  Mill, a waste  milling  device,  which rights
                  were  acquired  from VIP  Worldnet,  Inc.  initially  the only
                  shareholder. The technology to further develop the airship and
                  the mill by the parent company proved to be  prohibitive,  and
                  shortly after the acquisition of the marketing  rights further
                  activity ceased. Hystar has been inactive since that date.

                  The merger was recorded under the pooling of interests  method
                  of accounting.  Each share of the Company remained outstanding
                  as one fully paid and non-assessable share of capital stock of
                  the surviving corporation.

                  The accompanying  financial  statements  present the financial
                  condition  and  results  of  operations  of  Hystar  from  its
                  inception through the merger date and of the surviving entity,
                  the Company, as of the merger date.

         c.       Recognition of Revenue

                  The Company recognizes income and expense on the accrual basis
                  of accounting.

         d.       Net Loss Per Common Share

                  Basic  and  diluted  loss  per  common  share is  computed  by
                  dividing  net loss  available  to common  shareholders  by the
                  weighted  average number of common shares  outstanding  during
                  the periods presented.

         e.       Cash and Cash Equivalents

                  The  Company  considers  all highly  liquid  investments  with
                  maturities of three months or less to be cash equivalents.

                                        6

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2000


NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

         f.       Provision for Income Taxes

                  The Company  records the income tax effect of  transactions in
                  the  same  year   that  the   transactions   enter   into  the
                  determination  of income,  regardless of when the transactions
                  are recognized  for tax purposes.  Tax credits are recorded in
                  the year  realized.  Since the  Company  has not yet  realized
                  income as of the date of this report,  no provision for income
                  taxes has been made.

                  In February,  1992, the Financial  Accounting  Standards Board
                  adopted Statement of Financial  Accounting  Standards No. 109,
                  Accounting for Income Taxes,  which  supersedes  substantially
                  all  existing  authoritative  literature  for  accounting  for
                  income taxes and requires deferred tax balances to be adjusted
                  to  reflect  the tax rates in effect  when those  amounts  are
                  expected to become  payable or  refundable.  The Statement was
                  applied in the Company's  financial  statements for the fiscal
                  year commencing January 1, 1993.

                  No provision  for income  taxes have been  recorded due to net
                  operating loss carryforwards  totaling  approximately  $47,000
                  that will be offset against future taxable  income.  These NOL
                  carryforwards begin to expire in the year 2001. No tax benefit
                  has been  reported  in the  financial  statements  because the
                  Company  believes  there  is  a  50%  or  greater  chance  the
                  carryforwards will expire unused.


         g.       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 of contingent
                  assets and liabilities at the date of the financial  statement
                  and the reported  amounts of revenues and expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

         h.       Dividend Policy

                  The Company has not yet adopted any policy  regarding  payment
                  of dividends.

         i.       Organization Costs

                  The Company amortized its organization  costs over a five year
                  period.

NOTE 2:           GOING CONCERN

         The accompanying  financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company has no assets
         and has had recurring  operating  losses for the past several years and
         is dependent  upon  financing  to continue  operations.  The  financial
         statements  do not include any  adjustments  that might result from the
         outcome  of  this  uncertainty.  It is  management's  plan  to  find an
         operating  company to merge with,  thus  creating  necessary  operating
         revenue.


                                        7

<PAGE>



                            PINECREST SERVICES, INC.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                               September 30, 2000


NOTE 3:           CAPITALIZATION

         In 1986, the Company issued  17,000,000  shares of common stock for the
         marketing rights to a waste milling device.  The value of this issuance
         was $17,000.

NOTE 4:           RELATED PARTY TRANSACTIONS

         During the year ended December 31, 1999, the Company  incurred  $30,000
         of professional fees payable to Mutual Ventures Corp. An officer of the
         Company is also an employee of Mutual Ventures Corp.

NOTE 5:           DEVELOPMENT STAGE COMPANY

         The  Company is a  development  stage  company as defined in  Financial
         Accounting  Standards  Board  Statement  No.  7.  It  is  concentrating
         substantially all of its efforts in raising capital and searching for a
         business operation with which to merge, or assets to acquire,  in order
         to generate significant operations.



                                        8

<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operations

         In this report  references to "Pinecrest,"  "we," "us," and "our" refer
to Pinecrest Services, Inc.

Forward Looking Statements

         This form 10-QSB contains certain forward-looking statements within the
meaning  of the  Private  Securities  Litigation  Reform  Act of 1995.  For this
purpose any statements  contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing,  words such as "may," "will," "expect," "believe,"  "anticipate,"
"estimate"  or "continue"  or  comparable  terminology  are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of  factors,  many of which are not within  Pinecrest's  control.  These
factors include but are not limited to economic conditions  generally and in the
market which Pinecrest may participate;  competition  within  Pinecrest's chosen
market and failure by Pinecrest to successfully develop business relationships.

Plan of Operations

         Since inception,  we have had no revenues and have experienced  losses.
We have financed our operations  primarily  through the sale of our common stock
or by loans from shareholders.  As of September 30, 2000, we had no cash on hand
and total current liabilities of $30,000.  The $30,000 note payable is for legal
and accounting fees incurred during 1999 which were paid on our behalf by Mutual
Ventures  Corporation,  a related party. We have no material commitments for the
next twelve months. We believe that our current cash needs for at least the next
twelve months can be met by loans from our directors, officers and shareholders.
These loans will be repaid when monies become available.

         Our management intends to actively pursue business opportunities during
the next twelve months. All risks inherent in new and inexperienced  enterprises
are  inherent in our  business.  We have not made a formal study of the economic
potential of any business.  At the present, we have not identified any assets or
business opportunities for acquisition.

         Based  on  current  economic  and  regulatory  conditions,   management
believes that it is possible, if not probable,  for a company like ours, without
many assets or liabilities,  to negotiate a merger or acquisition  with a viable
private company.  The opportunity arises  principally  because of the high legal
and  accounting  fees and the length of time  associated  with the  registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic  value for anyone taking
over control of Pinecrest.

         Potential  investors must recognize that because of our limited capital
available for  investigation  and  management's  limited  experience in business
analysis we may not  discover or  adequately  evaluate  adverse  facts about the
business  opportunity  to be  acquired.  Also,  we  intend  to  concentrate  our
acquisition   efforts  on  properties  or  businesses  that  we  believe  to  be
undervalued  or that we believe may  realize a  substantial  benefit  from being
publicly owned.  Investors should expect that any acquisition candidate may have
little or no operating history, or a history of losses or low profitability.

         It is emphasized that our management may effect  transactions  having a
potentially  adverse impact upon our shareholders  pursuant to the authority and
discretion of our  management to complete  acquisitions  without  submitting any
proposal to the stockholders for their consideration.

         Should a merger or acquisition prove unsuccessful,  it is possible that
we may decide not to pursue  further  acquisition  activities and management may
abandon its activities and our shares would become worthless.


                                        9

<PAGE>



                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  27 Financial Data Schedule

         (b)      Reports on Form 8-K
                  None.

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the Issuer has duly  caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     PINECREST SERVICES, INC.



Dated:   October 27, 2000            /s/ April Marino
                                     ------------------------------------
                                     April Marino, President and Director


                                       10