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)
Michael Foundation, Limited
Parque Empresarial Forum
Edificio B
1.Pisso
Corretera, Prospero Fernandez
Santa Ana, Costa Rica
(506) 204-7080
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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).
Michael Foundation, Limited
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
Costa Rica
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7. SOLE VOTING POWER 3,804,589
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY EACH ---------------------------------------------------------
REPORTING PERSON
WITH 9. SOLE DISPOSITIVE POWER 3,804,589
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10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Michael Foundation, Limited 3,804,589
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.500%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed by Michael
Foundation, Limited 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 Michael Foundation, Limited 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, (iii) an Agreement for Sale and Purchase of
Business Assets, (iii) a convertible line of credit arrangement and (iv) 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. Michael Foundation, Limited is a shareholder of Pinecrest.
(a) Michael Foundation, Limited; a Costa Rica corporation.
(b) Parque Empresarial Forum, Edificio B, 1.Pisso, Corretera, Prospero
Fernandez, Santa Ana, Costa Rica
(c) The principal business of Michael Foundation, Limited is as
passive investors in commercial ventures such as farming.
(d) Michael Foundation, Limited has not been convicted in a criminal
proceeding during the last five (5) years;
(e) Michael Foundation, Limited is not nor has it 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;
ITEM 3. SOURCE AND AMOUNT OF FUNDS:
The shares of Pinecrest Investment Group, Inc. were acquired by Michael
Foundation, Limited 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, (iii) an Agreement for Sale and Purchase of Business Assets, (iii) a
convertible line of credit arrangement and (iv) a stock dividend declared in
favor of all shareholders of record as of December 31, 1999.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION:
On February 11, 1999, Michael Foundation, Limited purchased 380,000 shares
of common stock of the Issuer for $3,800 pursuant to Regulation D, Rule 504 of
the Securities Act of 1933, as amended.
Prior to December 31, 1999, Michael Foundation, Limited purchased 328,671
shares in the open market.
On March 2, 1999, Pinecrest entered into an Agreement for Sale and Purchase
of Business Assets with Michael Foundation, Limited, for the purchase of certain
hydroponics information and technology. The purchase price consisted of
2,185,000 shares of restricted common stock with a market value at that time of
$1.50 per share.
In March 1999, the Company entered into a convertible line of credit
arrangement with Michael Foundation, Limited. This credit arrangement called for
Michael Foundation, Limited to provide working capital for Pinecrest. This line
of credit was for a total of $900,000, which amount could be converted into
restricted common stock of the Company at a price of $6.00 per share. By the end
of November, 1999, the Company had borrowed approximately $300,000 against the
Michael Foundation, Limited line of credit. In December, 1999, the line of
credit arrangement with Michael Foundation, Limited, was modified to call for
the absolute purchase of 150,000 shares of restricted common stock by Michael
Foundation, Limited at a price of $6.00 per share for a total of $900,000. As of
December 31, 1999, the shares had been issued to Michael Foundation, Limited and
were being held in escrow by legal counsel for Pinecrest, the Company had
received a total of $463,000 cash and carried a Subscription Receivable of
approximately $437,000.
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, Michael Foundation, Limited received 760,918 shares that are also being
held in escrow by legal counsel for Pinecrest, pending payment of the above
mentioned subscription receivable.
Michael Foundation, Limited 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. Michael Foundation,
Limited 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.
Michael Foundation, Limited 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;
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(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, Michael Foundation, Limited was the owner
of 3,804,589 shares or 50.500% of the outstanding Common Stock of
Pinecrest.
(b) Michael Foundation, Limited has the sole power to vote and dispose
of the shares that it holds.
(c) Other than that referred to in Item 4 above.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Michael Foundation, Limited 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 Agreement for Sale and Purchase of Business Assets between
Tillman & Associates, Inc. and Pinecrest Investment Group,
Inc., dated March 2, 1999. Exhibit 1 was filed with the
Issuer's Form 10-SB 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.
MICHAEL FOUNDATION, LIMITED
By: /s/ Simon Shaw May 17, 2000
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Simon Shaw, General Manager
