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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
(Amendment
No.
1)
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Under
the Securities Exchange Act of 1934
(Amendment
No. )*
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FLANDERS
CORPORATION
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(Name
of Issuer)
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COMMON
STOCK, $0.001 PAR VALUE
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(Title
of Class of Securities)
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338494
10 7
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(CUSIP
Number)
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STEVEN
K. CLARK
903
PINELLA BAYWAY,
TIERRA
VERDE, FLORIDA 33705
(Telephone:
727-403-1177 )
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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January
2, 2008
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(Date
of Event which Requires Filing of this Statement)
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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 13d-1(e), 13d-1(f) or 13d-1(g),
check
the following box. o
Note:
Schedules filed
in paper format shall include a signed original and five copies of
the
schedule, including all exhibits. See Rule 13d-7
for
other parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1 of __ Pages)
*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, as amended (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. 338494 10 7
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SCHEDULE
13D
(Amendment
No. 1)
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Page
2 of __ Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven
K. Clark
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2
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CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a)
(b)
Not
Applicable
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
Not
Applicable
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5
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CHECK
IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
Not
Applicable
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
-0-
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BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
-0-
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12
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CHECK
IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Not
Applicable
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
1.
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Security
and Issuer
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| This Schedule 13D Amendment No. 1 relates to the common stock, $0.001 par value per share (the “Common Stock”), of Flanders Corporation, a North Carolina corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2399 26th Avenue North, Saint Petersburg, Florida 33713. |
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Item
2.
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Identity
and Background
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(A)
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Steven
K. Clark
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(B)
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The
address of Mr. Clark is 903 Pinella Bayway, Tierra Verde, Florida,
33705.
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(C)
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Mr.
Clark was until August 13, 2007 the President, Chief Executive Officer,
Chief Financial Officer and temporary Principal Accounting Officer
of the
Issuer. Following that date, he no longer served as a
management executive or officer of the Issuer, but continued as a
director
of the Issuer until October 4, 2007, and as an employee of the Issuer
until October 3, 2007. He is now a self-employed private
investor.
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(D)
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During
the last five years, Mr. Clark has not been convicted in a criminal
proceeding, excluding traffic violations or similar
misdemeanors.
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(E)
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During
the last five years, Mr. Clark has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that
resulted in his being 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 finding any violation
with
respect to such laws.
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(F)
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Mr.
Clark is a citizen of the United States of America.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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| Mr. Clark currently has beneficial ownership of less than 5% of the outstanding shares of any class of stock of the Issuer and is therefore discontinuing any reporting obligation under Section 13(d) of the Securities and Exchange Act of 1934. |
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Item
4.
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Purpose
of Transaction
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| Mr. Clark held options to purchase, in the aggregate, 2,000,000 shares of Common Stock in the Issuer. The transaction reported in this Amendment No. 1 to Schedule 13D involved the expiration of those options, prior to their exercise, resulting in Mr. Clark’s ownership being less than 5% of the outstanding shares of common stock of the Issuer, and discontinuing his reporting obligation. |
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Item
5.
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Interest
in Securities of the
Issuer
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(A)
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As
a result of the expiration of Mr. Clark’s remaining options, which as of
October 3, 2007 have been the sole source of his beneficial ownership
interest in the Issuer, the aggregate number of shares, and percentage
of
the outstanding shares, of Common Stock beneficially owned by Mr.
Clark is
zero (-0-) shares or 0.0% of the issued and outstanding shares of
Common
Stock of the Issuer.
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(B)
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Not
Applicable.
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(C)
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Not
Applicable.
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(D)
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Not
applicable.
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(E) On
January 2, 2008, as a result of the expiration of Mr. Clark’s remaining
options, Mr. Clark’s
beneficial ownership in the Issuer was reduced below 5%.
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Item
6.
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Contracts,
Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
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| None. | ||
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Item
7.
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Material
to be Filed as
Exhibits
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| None. |
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Date:
January 4, 2008
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/s/
Steven K.
Clark
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Steven
K. Clark
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C.
1001).
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