UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PINECREST INVESTMENT GROUP, INC.
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(Name of Issuer)
Common Stock, .001 par value
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(Title of Class of Securities)
723034 10 4
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(CUSIP Number)
Walter W. Knitter
2212 E. 4th Avenue
Tampa, FL 33605
(813) 248-5242
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("the Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 723034 10 4
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Walter W. Knitter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
No
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7. SOLE VOTING POWER 635,500
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY EACH ----------------------------------------------------------
REPORTING PERSON
WITH 9. SOLE DISPOSITIVE POWER 635,500
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10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Walter W. Knitter 635,500
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.435%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed by Mr. Walter W.
Knitter relating to shares of common stock of Pinecrest Investment Group, Inc.,
formerly Synthetic Flowers of America, Inc. ("Issuer").
This Schedule 13D relates to shares of common stock of the Issuer ("Common
Stock") issued to Walter W. Knitter pursuant to: (i) a purchase under Regulation
D, Rule 504 of the Securities Act of 1933, as amended, (ii) shares purchased in
the open market and (iii) a stock dividend declared in favor of all shareholders
of record as of December 31, 1999.
ITEM 1. SECURITY AND ISSUER:
Securities acquired: Shares of Common Stock, .001 par value per share.
Issuer: Pinecrest Investment Group, Inc.
(formerly Synthetic Flowers of America, Inc.)
1211 Tech Blvd., Suite 101
Tampa, FL 33619
ITEM 2. IDENTITY AND BACKGROUND:
Pinecrest Investment Group, Inc., ("Pinecrest"), a Florida corporation
(formerly Synthetic Flowers of America, Inc.) has developed new techniques in
hydroponic (soil-free) farming for growing gourmet produce and medicinal quality
organic plants with corporate offices at 1211 Tech Blvd., Suite 101, Tampa, FL
33619. Mr. Knitter is a shareholder of Pinecrest.
(a) Walter W. Knitter;
(b) 2212 E. 4th Avenue, Tampa, FL 33605;
(c) President of Millennicom, Inc., 2100 Manchester Rd., #900,
Wheaton, IL 60187.
(d) Mr. Knitter has not been convicted in a criminal proceeding during
the last five (5) years;
(e) Mr. Knitter is not nor has he been during the past five (5) years
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result thereof, subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws;
(f) Citizenship: USA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS:
The shares of Synthetic Flowers of America, Inc., a Florida corporation now
known as Pinecrest Investment Group, Inc., were acquired by Mr. Knitter pursuant
to: (i) a purchase under Regulation D, Rule 504 of the Securities Act of 1933,
as amended, (ii) shares purchased in the open market and (iii) a stock dividend
declared in favor of all shareholders of record as of December 31, 1999, all as
described in the responsive materials to Item 4 of this SEC form Schedule 13D.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION:
On February 11, 1999, Mr. Knitter purchased 200,000 shares of common stock
of the Issuer for $2,000 pursuant to Regulation D, Rule 504 of the Securities
Act of 1933, as amended.
Prior to December 31, 1999, Mr. Knitter purchased 308,400 shares in the
open market.
On January 10, 2000, the Issuer's board of directors approved a 5 for 4
stock split for shareholders of record on December 31, 1999. Through this stock
split, Mr. Knitter received 127,100 shares.
Mr. Knitter does not have any present plans or proposals that relate to or
would result in any change in the business, policies, management, structure or
capitalization of the Issuer. Mr. Knitter reserves the right to acquire or
dispose of additional securities of the Issuer, if and when permitted by law to
the extent deemed advisable in light of market conditions and any other relevant
factor.
Mr. Knitter does not have any present plans or proposals that would result
in any of the following:
(a) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Pinecrest or any of its
subsidiaries;
(b) any sale or transfer of a material amount of assets of Pinecrest
or any of its subsidiaries;
(c) any change in the present Board of Directors or officers of
Pinecrest;
(d) any material change in the present capitalization or dividend
policy of Pinecrest;
(e) any other material change in Pinecrest's business or corporate
structure;
(f) any change in Pinecrest's charter, bylaws or instruments
corresponding thereto or other actions that may impede the acquisition of
control of Pinecrest by any person;
(g) causing a class of securities of Pinecrest to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(h) causing a class of securities of Pinecrest to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) As of February 8, 2000, Mr. Knitter was the owner of 635,500
shares or 8.435% of the outstanding Common Stock of Pinecrest.
(b) Mr. Knitter has the sole power to vote and dispose of the shares
that he holds.
(c) Other than that referred to in Item 4 above.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Mr. Knitter does not have an agreement, written or otherwise, with any
other shareholder of Pinecrest to vote, not vote or otherwise take any action in
concert with respect to his beneficial ownership in the shares of Pinecrest
which he owns.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 1 Form 10-SB filed by Pinecrest on February 8, 2000, which
Form 10-SB is by this reference made a part hereof and
incorporated herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
By: /s/ Walter W. Knitter May 17, 2000
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Walter W. Knitter
