Exhibit 3.2

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SYNTHETIC FLOWERS OF AMERICA, INC.

Pursuant to the provisions of section 607.1006, Florida Statutes, this corporation adopts the following articles of amendment to its articles of incorporation:

ARTICLE I

Corporate Name

The name of this corporation shall be changed from Synthetic Flowers of America, Inc. to Pinecrest Investment Group, Inc.

ARTICLE IV

Capital Stock

The aggregate number of shares of capital stock that this corporation shall be authorized to have outstanding at any one time shall be one hundred million shares of common stock at $.001 par value per share and twenty five million shares of preferred stock at $.001 par value per share. Each share of issued and outstanding common stock shall entitle the holder thereof to participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

ARTICLE V

Place of Business

The address of the principal place of business of this corporation in the State of Florida shall be 1211 Tech Blvd., Suite 101, Tampa, FL 33619. The Board of Directors may at any time and from time move the principal office of this corporation.

ARTICLE VI

Directors and Officers

The business of this corporation shall be managed by its Board of Directors: The number of such directors shall not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws. The Board of Directors shall be elected by the Stockholders of the corporation at such time and in such manner as provided by the By-Laws. The name and address of the new Board of Director and Officers are as follows:

ARTICLE X

Indemnification

If in the judgment of a majority of the entire Board of Directors, (excluding from such majority any director under consideration for indemnification), the criteria ^set forth in 607.0850 (1) or (2), Florida Statutes, as then in effect, have been met, then the corporation shall indemnify any director, officer, employee, or agent thereof, whether current or former, together with his or her personal representatives, devisor heirs, in the manner and to the extent contemplated by 607.0850, as then in effect or by any successor law thereto.

ARTICLE XIII

Registered Agent

The name and street address of the registered agent of the corporation shall be Walter H. C. Drakeford, 2212 4^th Ave., Tampa, Fl. 33605.

The date of each amendment’s adoption is January 16, 1999.

The amendments were adopted by the board of directors without shareholder action and shareholder action was not required.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment of the Articles this 16th day of January, 1999.

PINECREST INVESTMENT GROUP, INC.

David B. Howe

Chairman of the Board

President and Chief Executive Officer