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             UNITED STATES                          OMB APPROVAL
  SECURITIES AND EXCHANGE COMMISSION             -------------------------------
        Washington, D.C. 20549                      OMB Number:  3235-0058
                                                    Expires:     May 31,1997
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                                                    hours per response ... 2.50

             FORM 12b-25
                                                 -------------------------------

                                                    ----------------------------
     NOTIFICATION OF LATE FILING                        SEC FILE NUMBER
                                                        0-18887
                                                    ----------------------------


(Check One): |X|Form 10-K  | |Form 11-K | |Form 20-F| |Form 10-Q | |Form N-SAR

              For Period Ended:  March 31, 2002
                                 --------------------
              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR
              For the Transition Period Ended:____________________


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  Read attached instruction sheet before preparing form. Please print or type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.
- --------------------------------------------------------------------------------


If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

________________________________________________________________________________

PART I - REGISTRANT INFORMATION
________________________________________________________________________________

Full Name of Registrant
                           Colonial Trust Company
________________________________________________________________________________
Former Name if Applicable
________________________________________________________________________________

Address of Principal Executive Office (Street and Number)
                           5336 N. 19th Avenue
________________________________________________________________________________
City, State and Zip Code   Phoenix, Arizona 85015


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

________________________________________________________________________________
                         (a)  The reasons described in reasonable detail in Part
                              III of this form could not be  eliminated  without
                              unreasonable  effort or  expense;
                         (b)  The subject  annual  report,  semi-annual  report,
                              transition report on Form 10-K, Form 20-F, 11-K or
                              Form N-SAR, or portion  thereof,  will be filed on
                              or before the fifteenth calendar day following the
[X]                           prescribed  due  date;  or the  subject  quarterly
                              report  of  transition  report  on Form  10-Q,  or
                              portion  thereof  will be filed on or  before  the
                              fifth  calendar day following the  prescribed  due
                              date; and
                         (c)  The   accountant's   statement  or  other  exhibit
                              required by Rule  12b-25(c)  has been  attached if
                              applicable.
________________________________________________________________________________

PART III - NARRATIVE

State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     The Registrant's  Annual Report on Form 10-KSB will not be filed within the
prescribed  time period  because of pending  actions in the adversary  Complaint
(ADV No.  01-1319)  filed  against  the  Registrant  related  to the  Chapter 11
bankruptcy  petition of Stevens  Financial Group (Case No. 01-03108 - ECF - RTB)
which  will  not  be  resolved  prior  to  the  required  filing  date  for  the
Registrant's Form 10-KSB.


2

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     John K. Johnson                     (602)                242-5507
     -----------------------------       ---------------      ------------------
     (Name)                              (Area Code)          (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                              |X|Yes   | |No
     ___________________________________________________________________________

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?
                                                              |X|Yes   | |No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     See attached Exhibit
     ___________________________________________________________________________

                             Colonial Trust Company
                             ----------------------
                   (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date: June 28, 2002                              By:  /s/ John K. Johnson
      --------------                                  -------------------
                                                 Name: John K. Johnson
                                                 Title: Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION
________________________________________________________________________________
   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
________________________________________________________________________________

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the  notifications  must be filed on form 12b-25 but need not
     restate  information that has been correctly  furnished.  The form shall be
     clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of  Regulation  S-T  (Section  232.201 or Section  232.202 of this
     chapter) or apply for an  adjustment  in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).