Pin the smaller circle to the center of the larger circle.

Draw equal points around with a pencil to make petals.

Cut away the excess felt. Set aside.

Attach the bottom round to the large rectangle using 3 embroidery thread and a blanket stitch.

Continue around with a blanket stitch and up the side.

Overlap the edges of the side seam if necessary.

Add the top circle of felt, leaving a couple of inches open for the stuffing.

Set the flower pieces on top.

Use a French knot to stitch sew the flower to the pincushion.

Adding random knots all over. 

Add your pins and needles.