UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
Federal Trust Corporation
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK
______________________________________________________________________________
(Title of Class of Securities)
314012 10 5
______________________________________________________________________________
(CUSIP Number)
John Sheldon Clark
1633 Broadway, 30th Floor
New York, New York 10019
(212) 707-8771
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 18, 2005
______________________________________________________________________________
(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 Sections 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 13d-7(b) for
other parties to whom copies are to be sent.
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).
Page 1 of 5 Pages
CUSIP No. 314012 10 5 13D/A Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John Sheldon Clark
134-36-9452
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 FRB USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 302,741
REPORTING PERSON -----------------------------------------------------------
WITH 8 SHARED VOTING POWER
0
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
302,741
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,741
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.75%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 314012 10 5 13D/A Page 3 of 5 Pages
Item 1. Security and Issuer.
-----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
the shares of common stock ("Common Stock") of Federal Trust Corporation (the
"Issuer"). The address of the Issuer's principal executive office is 312 West
First Street, Sanford, Florida 32771.
Item 2. Identity and Background.
---------------------------------
(a) John Sheldon Clark ("Reporting Person").
(b) The Reporting Person's residence address is 305 Lakeshore Road,
Shady Shores, Texas 76208. The Reporting Person's office address is 1633
Broadway, 30th Floor, New York, New York 10019.
(c) The Reporting Person's principal occupation is as an individual
private investor.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Person beneficially owns 302,741 shares of Common
Stock which represents approximately 3.75% of the outstanding shares of Common
Stock (based upon 8,073,563 shares issued and outstanding as of March 11,
2005 as reported in the Issuer's Annual Report on Form 10-KSB for the year
ended December 31, 2004). As a result of the sales transactions set forth
below, the Reporting Person no longer beneficially owns 5% or more of the
Issuer's issued and outstanding securities.
(b) The Reporting Person has sole voting and dispositive power with
respect to all 302,741 shares of Common Stock.
CUSIP No. 314012 10 5 13D/A Page 4 of 5 Pages
(c) The Reporting Person had the following transactions in the
Issuer's securities during the last 60 days:
Date Amount Price Per Share
---------------------- ---------------------- ---------------------------
4/4/05 55,000 $10.04
4/18/05 30,000 10.05
4/19/05 20,000 10.13
4/22/05 20,000 10.14
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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The Reporting Person is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
------------------------------------------
Not applicable.
CUSIP No. 314012 10 5 13D/A Page 5 of 5 Pages
Signatures
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Amendment No. 1 to the Statement on Schedule 13D is true, complete and
correct.
/s/ John Sheldon Clark
--------------------------
John Sheldon Clark
Date: April 25, 2005