As filed with the Securities and Exchange Commission on April 25, 2002
                         Registration File No. 333-86916
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------

                      POST EFFECTIVE AMENDMENT NUMBER 1 TO
                                    Form SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            Federal Trust Corporation
         --------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Florida                                              6712
- -----------------------------                        ---------------------------
(State or jurisdiction of                           (Primary Standard Industrial
incorporation or organization)                       Classification Code Number)

                                   59-2935028
                       ----------------------------------
                      (I.R.S. Employer Identification No.)


                               312 W. First Street
                             Sanford, Florida 32771
                                 (800) 226-2829
                      ------------------------------------
                          (Address and telephone number
                         of principal executive offices)

                               James V. Suskiewich
                       President & Chief Executive Officer
                               312 W. First Street
                             Sanford, Florida 32771
                                 (800) 226-2829
           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)

                              Copies Requested to:
              Herbert D. Haughton, Esq. or Richard L. Pearlman, Esq
                             Igler & Dougherty, P.A.
                              1501 Park Avenue East
                           Tallahassee, Florida 32301
                            (850) 878-2411 Telephone
                            (850) 878-1230 Facsimile

Approximate  date of proposed sale to the public:  As soon as practicable  after
this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933 check the following box. [ ]

If this form is filed to register additional securities for an offering pursuant
to rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ] _________

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ] ________

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
         Title of                                      Proposed         Proposed
        each class                    Amount            maximum          maximum
       of securities                   to be           offering         aggregate           Amount of
     to be registered               registered         price(1)     offering price(2)   registration fee
- -------------------------------------------------------------------------------------------------------------
                                                                                
Common stock $0.01 par value         1,100,000          $3.65          $4,015,000           $369.38

=============================================================================================================
<FN>
(1) Maximum per share purchase price of stock to be issued.
(2) Estimated  solely for the purpose of calculating the registration fee on the
    basis of the proposed maximum offering price per share.
</FN>


     The Registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the  Commission,  acting pursuant to Section 8(a), may
determine.




                          DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment Number 1, to deregister all unsold
securities, relates to the Registration Statement filed by Federal Trust
Corporation, a Florida Corporation ("FTC") on Form SB-2 (the "Registration
Statement"), Registration No. 333-86916.

     FTC hereby  deregisters  the 1,444 unsold shares of common stock (par value
$.01 per share) which were covered by the Registration  Statement.  The Offering
closed with 1,098,556 shares being sold.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form SB-2 and has duly  caused  this  Post-Effective
Amendment  Number 1 to the  Registration  Statement on Form SB-2 to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Sanford, and the State of Florida on this 29th day of July, 2002.

FEDERAL TRUST CORPORATION


By: /s/ James V. Suskiewich
    -----------------------------------------------------
        James V. Suskiewich
        Chairman of the Board and Chief Executive Officer

By: /s/ Aubrey H. Wright
    -----------------------------------------------------
        Aubrey H. Wright
        Principal Accounting Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment Number 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.



      Signature                      Title                              Date
      ---------                      -----                              ----


/s/ James V. Suskiewich         President, Chief
- -------------------------      Executive Officer,
James V. Suskiewich                Director                        July 29, 2002


- -------------------------
Samuel C. Certo                    Director                        July __, 2002


- -------------------------
Kenneth W. Hill                Director, Vice Chairman             July __, 2002






      Signature                      Title                              Date
      ---------                      -----                              ----

 */s/ James V. Suskiewich
- -------------------------
George W. Foster               Director, Chairman                  July 29, 2002

 */s/ James V. Suskiewich
- -------------------------
A. George Igler                    Director                        July 29, 2002

     * Pursuant to Power of Attorney filed April 25, 2002,  authorizing James V.
Suskiewich  and  Aubrey H.  Wright,  or either of them,  as the true and  lawful
attorneys-in-fact to sign all amendments to the Form SB-2 Registration Statement
File No. 333-86916.