SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q
(Mark One)

  __X__       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934.

                 For the quarterly period ending March 31, 2002
                                 ---------------

                                       OR

   ___        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934.

                   For the transition period from ____ to ____
                          Commission file number 1-4719
                          -----------------------------


                             THE DELTONA CORPORATION
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                                         59-0997584
-------------------------------------------------------------------------------
(State of other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

 8014 SW 135 STREET ROAD, OCALA, FLORIDA                        34473
-------------------------------------------------------------------------------
(Address of principal executive office)                      (Zip Code)

Registrant's telephone number, including area code         (352)307-8100
                                                   ----------------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of  Securities  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No __

     Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date:  13,544,277 shares of common stock, $1
par value, excluding treasury stock, as of March 31, 2002.



<PAGE>



                          PART I- FINANCIAL INFORMATION
                          -----------------------------


ITEM 1.  FINANCIAL STATEMENTS

                    THE DELTONA CORPORATION AND SUBSIDIARIES
                    ----------------------------------------
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
                 -----------------------------------------------
                      MARCH 31, 2002 AND DECEMBER 31, 2001
                      ------------------------------------
                                 ($000 Omitted)

                                                        March 31,   December 31,
                                                          2002         2001
                                                        ---------   ------------
                     ASSETS
                     ------

Cash and cash equivalents, including escrow deposits
 and restricted cash of $428 in 2002 and $561 in 2001 . $    607    $    923
                                                        --------    --------
Contracts receivable for land sales - net .............    1,000       1,213
                                                        --------    --------
Mortgages and other receivables - net .................       69         248
                                                        --------    --------

Inventories (b):
 Land and land improvements ...........................    7,852       7,941
 Other ................................................    1,664       1,261
                                                        --------    --------
               Total inventories ......................    9,516       9,202
                                                        --------    --------

Property, plant, and equipment at cost - net ..........      625         623
Investment in Venture .................................       60          53
Prepaid expenses and other (g) ........................      946       1,168
                                                        --------    --------
       Total .......................................... $ 12,823    $ 13,430
                                                        ========    ========



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                -------------------------------------------------

Mortgages and similar debt(c):
 Mortgage notes payable ............................... $  3,900    $  4,200
 Other loans ..........................................    6,768       6,077
                                                        --------    --------
   Total mortgages and similar debt ...................   10,668      10,277

Accounts payable, accrued expenses,
 customers' deposits ..................................    6,357       7,045
Deferred revenue ......................................    3,958       4,425
                                                        --------    --------
Total liabilities .....................................   20,983      21,747
                                                        --------    --------

Commitments and contingencies (d):

Stockholders' equity (deficiency):
  Common stock, $1 par value - authorized
  15,000,000 shares; outstanding: 13,544,277 shares
  (excluding 12,228 shares held in treasury ...........   13,544      13,544
 Capital surplus ......................................   52,465      52,440
 Accumulated deficit ..................................  (74,169)    (74,301)
                                                        --------    --------
               Total stockholders' equity(deficiency)..   (8,160)     (8,317)
                                                        --------    --------
                             Total .................... $ 12,823    $ 13,430
                                                        ========    ========



See accompanying notes.

                                        2

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
                    ----------------------------------------
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
            ---------------------------------------------------------
                            FOR THE PERIODS INDICATED
                            -------------------------
                     ($000 Omitted Except Per Share Amounts)

                                                   Three Months Ended
                                                -------------------------
                                                  March 31,     March 31,
                                                    2002          2001
                                                -----------   -----------
Revenues (a):
 Net land sales .............................   $     1,644   $     1,894
 House and apartment sales ..................           973           981
 Recognized improvement revenue /
  prior period sales ........................            42            29
 Gain on Recovery of Bad Debt ...............           -0-           178
 Interest income ............................            69           174
 Other revenues .............................           202           151
                                                -----------   -----------
     Total ..................................         2,930         3,407
                                                -----------   -----------

Costs and expenses (a):
 Cost of sales and improvements .............         1,251         1,333
 Selling, general and administrative
  and other expenses ........................         1,450         1,737
 Loss in Joint Venture.......................             4           -0-
 Interest expense (c)(e) ....................            92           276
                                                -----------   -----------
     Total ..................................         2,797         3,346
                                                -----------   -----------

Net Income ..................................   $       133   $        61
                                                ===========   ===========

Net Income per common share .................   $      0.01   $      0.01
                                                ===========   ===========

Number of common and common equivalent shares    13,544,277    13,544,277
                                                ===========   ===========



See accompanying notes.


                                        3

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
                    ----------------------------------------
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
            ---------------------------------------------------------
                           FOR THE THREE MONTHS ENDED
                           --------------------------
                        MARCH 31, 2002 AND MARCH 31, 2001
                        ---------------------------------
                                 ($000 Omitted)



                                                         Three Months Ended
                                                       -----------------------
                                                        March 31,    March 31,
                                                          2002         2001
                                                       ----------   ----------

Cash flows from operating activities ...............   $(1,283)     $(1,783)
                                                       -------      -------
Cash flows from investing activities:
  Payment for acquisition of equipment .............   $   (18)     $   -0-
                                                       -------      -------

Cash flows from financing activities:
  Repayment of borrowings...........................       (15)         -0-
  New borrowings ...................................     1,000        1,750
                                                       -------      -------
    Net cash provided by financing activities.......       985        1,750
                                                       =======      =======

Net increase (decrease) in cash and cash equivalents
 (including escrow deposits and restricted cash) ...      (316)         (33)

Cash and cash equivalents beginning of period ......       923          680
                                                       -------      -------

Cash and cash equivalents end of period ............   $   607      $   647
                                                       =======      =======



See accompanying notes.


                                        4

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
                    ----------------------------------------
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
            ---------------------------------------------------------
                           FOR THE THREE MONTHS ENDED
                           --------------------------
                        MARCH 31, 2002 AND MARCH 31, 2001
                        ---------------------------------
                                 ($000 Omitted)


                                                         Three Months Ended
                                                       -----------------------
                                                        March 31,    March 31,
                                                          2002         2001
                                                       ----------   ----------


Reconciliation of net income to net cash
 provided by (used in) operating activities:

  Net income ........................................   $   133     $    61
                                                        -------     -------

Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:

  Depreciation and amortization .....................        20          16
  Provision for estimated uncollectible sales-net ...       357         670
  Contract valuation discount, net of amortization ..       (45)        (79)
  Imputed interest on debt with related party .......        25          56
  Loss on Joint Venture..............................         4         -0-
  Net change in assets and liabilities ..............    (1,777)     (2,507)
                                                        -------     -------
               Total adjustments ....................   $(1,416)    $(1,844)
                                                        -------     -------

  Net cash provided by (used in) operating activities   $(1,283)    $(1,783)
                                                        =======     =======

  Supplemental disclosure of non cash investing
               and financing activities:

  Reduction of debt as a result of the conveyance
               of contracts receivable ..............   $   594     $ 1,027
                                                        =======     =======



See accompanying notes.







                                        5

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
                    ----------------------------------------
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         --------------------------------------------------------------
                                 MARCH 31, 2002
                                 --------------

THE INFORMATION PRESENTED HEREIN AS OF MARCH 31, 2002 FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND 2001 IS UNAUDITED.

(a)  BASIS OF PRESENTATION

     The condensed unaudited financial statements of The Deltona Corporation and
     subsidiaries  ("The Company") have been prepared  pursuant to the rules and
     regulations of the Securities and Exchange  Commission (the  "Commission").
     Certain information and footnote disclosures normally included in financial
     statements  prepared in accordance  with  accounting  principles  generally
     accepted in the United  States of America  have been  condensed  or omitted
     pursuant to Commission  rules and  regulations.  The information  furnished
     reflects, in the opinion of management, all adjustments (consisting only of
     normal recurring adjustments) necessary for a fair statement of the results
     for the interim periods  presented.  Operating results for the three months
     ended March 31, 2002 are not necessarily indicative of the results that may
     be  expected  for the  year  ending  December  31,  2002.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial statements and the notes thereto included in the Company's latest
     Annual Report on Form 10-K.

     Certain amounts have been reclassified for comparative purposes.

     The accompanying  financial statements of the Company have been prepared on
     a going concern basis,  which  contemplates  the  realization of assets and
     satisfaction  of  liabilities  in  the  normal  course  of  business.   The
     consolidated  financial  statements do not include any adjustments relating
     to the recoverability of asset amounts or the amounts of liabilities should
     the Company be unable to continue as a going concern.

     The Company has been dependent on its ability to sell or otherwise  finance
     contracts receivable and/or secure other financing sources to meet its cash
     requirements.  Additional  financing was required in the three month period
     ended March 31,  2002 and was funded  through  additional  loans from Swan.
     Additional  financing  will be required in the  future.  Although  Swan has
     loaned  the  Company  additional  funds  to be  paid  back  with  contracts
     receivable  at the rate of 90% of face  value,  with  recourse  since 1999,
     there  can be no  guarantee  that  the  Company  will be  able to  generate
     sufficient receivables to obtain sufficient financing in the future or that
     Yasawa,  Scafholding,  Swan and other related parties will continue to make
     loans to the Company.

(b)  INVENTORIES

     Information  with  respect to the  classification  of inventory of land and
     improvements  including  land held for sale or  transfer  is as follows (in
     thousands):

                              Land and Improvements
                              ---------------------
                                                        March 31,   December 31,
                                                          2002         2001
                                                        ---------   ------------
        Unimproved land.............................    $    420    $    420
        Land in various stages of development.......       2,481       2,147
        Fully improved land.........................       4,951       5,374
                                                        --------    --------
               Total................................    $  7,852    $  7,941
                                                        ========    ========


                                        6

<PAGE>


(c)  MORTGAGES AND SIMILAR DEBT

     The  following  table  presents  information  with respect to mortgages and
     similar debt (in thousands):

                                                        March 31,   December 31,
                                                          2002         2001
                                                        ---------   ------------

        Mortgage Notes Payable .....................    $   3,900   $   4,200
        Other Loans.................................        6,768       6,077
                                                        ---------   ---------
               Total mortgages and similar debt.....    $  10,668   $  10,277
                                                        =========   =========

     From June 19, 1992  through  March 1999,  the Company had entered into loan
     agreements  with  Selex  International  B.V.,  a  Netherlands   corporation
     ("Selex"),  Yasawa  Holdings,  N.V.,  a  Netherlands  Antilles  corporation
     ("Yasawa"),  Swan  Development  Corporation  ("Swan") and related  parties,
     including  Scafholding  B.V.  ("Scafholding").  Since  December  1992,  the
     Company has been dependent on loans and advances from Selex,  Yasawa,  Swan
     and their affiliates in order to meet its working capital requirements.

     Included in Mortgage Notes Payable is the Yasawa loan  ($3,900,000 at March
     31, 2002); included in Other Loans is the Swan loan ($6,634,000 as of March
     31, 2002).

     Indebtedness  under various purchase money mortgages and loan agreements is
     collateralized  by  substantially  all of the Company's  assets,  including
     stock of certain wholly-owned subsidiaries.  The Company's outstanding debt
     to Yasawa is  secured by a first lien on the  Company's  receivables  and a
     mortgage on all of the Company's  property;  and the Company's  outstanding
     debt to Swan is secured by a second lien on the Company's receivables.

     The  Company's  outstanding  debt  to  Yasawa  as of  March  31,  2002  was
     $3,900,000.  The terms of repayment of the restructured Yasawa loan provide
     for monthly payments of principal in the amount of $100,000 payable monthly
     in cash or with contracts  receivable at 100% of face value, with recourse.
     Interest  accrues  on the  declining  balance at the prime  rate,  adjusted
     semi-annually to equal the prime rate then in effect.  From January 2002 to
     March 31, 2002, the interest rate on the outstanding debt was 4.75%,  which
     was prime.  Yasawa and  Scafholding  have not  required the Company to make
     interest  payments since September 1, 1998. As of March 31, 2002, the total
     amount of interest accrued is approximately  $1,504,000,  which is included
     in accrued expenses.

     From  October 9, 1998  through  the  present,  Swan  continued  to loan the
     Company  funds to meet its  working  capital  requirements.  The  Company's
     outstanding  debt to Swan was  $6,634,000 as of March 31, 2002. The Company
     signed a promissory  note to Swan in March 1999,  which provides that funds
     advanced  by Swan will be paid back by the  Company  monthly  in  contracts
     receivables at 90% of face value,  with recourse.  There is no interest for
     the first six months after an advance of money is received from Swan by the
     Company.   Currently,  the  interest  rate  is  the  prime  rate,  adjusted
     semi-annually to equal the prime rate then in effect.  Each time an advance
     is made, a supplemental note is signed.  The amount of each monthly payment
     will vary and will be dependent upon the amount of contracts  receivable in
     the Company's portfolio,  excluding contracts receivable held as collateral
     for prior receivable  sales.  Pursuant to the terms of the promissory note,
     the Company is required to transfer to Swan monthly as debt  repayment  all
     current  contracts  receivable in the Company's  portfolio in excess of the
     aggregate sum of $500,000.  Funds advanced by Swan were used by the Company
     to meet the Company's  working capital  requirements.  From January 2002 to
     March 31, 2002, the interest rate on the outstanding debt was 4.75%,  which
     was prime.  As of March 31, 2002,  the total amount of interest  accrued is
     approximately $642,000, which is included in accrued expenses.

     For 2002 and 2001 , the Company recorded interest expense for the first six
     months of each loan advance from Swan that is non- interest  bearing at the
     prime rate.  Since the interest is not paid to Swan, the amount  calculated
     is recorded as a capital contribution  increase to capital surplus. For the
     first three months of 2002,  the Company  recorded  interest  expense and a
     capital contribution in the amount of approximately $75,000.

                                       7

<PAGE>


     In the future,  if the Company elects to do so, Yasawa and Scafholding have
     agreed  to  purchase  contracts  receivable  at 65%  of  face  value,  with
     recourse.  The Company has an agreement with Swan whereby Swan may loan the
     Company funds to be repaid with contracts  receivable at 90% of face value,
     with recourse.

(d)  COMMITMENTS AND CONTINGENCIES

     Homesite  sales  contracts  provide  for the return of all  monies  paid in
     (including  paid-in  interest)  should  the  Company  be unable to meet its
     contractual  obligations after the use of reasonable diligence. If a refund
     is made, the Company will recover the related  homesite and any improvement
     thereto.

(e)  CAPITALIZED INTEREST

     The  Company   capitalizes   interest  cost  incurred  during  a  project's
     construction  period.  Interest  expense was  $129,000 and $276,000 for the
     three months ended March 31, 2002 and 2001,  respectively.  Interest in the
     amount of $37,000 and $-0- was capitalized for the three months ended March
     31, 2002 and 2001, respectively.

(f)  EARNINGS OR LOSS PER SHARE

     Basic earnings (loss) per common and common  equivalent share were computed
     by dividing net income (loss) by the weighted  average  number of shares of
     Common Stock and common stock equivalents outstanding during each period.

(g)  CAPITAL TRANSACTION

     On  December  13,  2001,  the Board of  Directors  approved a 1 for 500,000
     reverse split of the Company's common stock and a related  amendment to the
     Company's  Articles  of  Incorporation  reducing  the number of  authorized
     shares to 30. Both actions are subject to stockholder approval. The Company
     has filed a Form 13E(3) and a preliminary  proxy  statement  related to the
     proposals.  The effect of the reverse split will be to reduce the number of
     the Company's stockholders to two stockholders: Selex International,  B.V.,
     a  Netherlands   corporation   ("Selex")  and  Yasawa  Holdings,   N.V.,  a
     Netherlands  Antilles  corporation  ("Yasawa").  The date of the meeting of
     stockholders   to  consider  both  matters  will  be  determined  upon  the
     conclusion of SEC review.

(h)  RELATED PARTY TRANSACTION

     During  2001,  the Company  entered  into a joint  venture  agreement  (the
     "Venture") with Scafholding for the purchase of property tax  certificates,
     application of tax deeds,  administration  and the  acquisition and sale of
     land. The Company provides administrative,  managerial, sales and marketing
     services to the Venture.  The Company is  reimbursed by the Venture for all
     commissions  and marketing costs plus an  administrative  fee of 10% of all
     sales  consummated.  Scafholding  provides financing to the Venture and has
     loaned the Venture  approximately  $1,200,000  as of March 31, 2002.  There
     were no reimbursements  or administrative  fees earned for the three months
     ended March 31,  2002.  Interest on the  outstanding  debt accrues at prime
     plus one percent (5.75% at March 31, 2002). Net income is to be distributed
     equally  between  the  Company and  Scafholding.  The  Company  records its
     investment  in the Venture using the equity method of accounting as control
     of the Venture  rests with  Scafholding  as specified in the joint  venture
     agreement.


                                        8

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This report on Form 10-Q of the  Company  for the  quarter  ended March 31, 2002
contains certain forward-looking statements within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange Act of 1934,  as amended,  which are intended to be covered by the safe
harbors created thereby.  To the extent that such statements are not recitations
of historical fact, such statements constitute forward-looking statements which,
by definition, involve risks and uncertainties. In particular,  statements under
Item 2, Management's  Discussion and Analysis of Financial Condition and Results
of Operation, contain forward-looking statements.  Where, in any forward-looking
statement,  the Company  has an  expectation  or belief as to future  results or
events,  such  expectation  or belief is expressed in good faith and believed to
have  reasonable  basis,  but there can be no  assurance  that the  statement of
expectation or belief will result or be achieved or accomplished.

RESULTS OF OPERATIONS
---------------------

For the three months ended March 31, 2002 and March 31, 2001.

Revenues
--------

Total  revenues were  $2,930,000  for the first three months of 2002 compared to
$3,407,000 for the comparable 2001 period.

Gross land sales  were  $2,064,000  for the first  three  months of 2002  versus
$2,515,000 for the comparable 2001 period. Net land sales (gross land sales less
estimated  uncollectible  installment  sales and  contract  valuation  discount)
decreased to $1,644,000  the first three months of 2002 from  $1,894,000 for the
first three months of 2001.  The decrease in sales  reflects  lower sales by the
Company's independent dealers for the period.

Housing  revenues  were  $973,000  for the first  three  months  of 2002  versus
$981,000 for the  comparable  2001  period.  Revenues  are not  recognized  from
housing sales until the completion of construction and passage of title. Housing
revenues  decreased as of result of less homes being  closed in the period.  The
backlog of houses under  contract was  $6,282,000 and $5,639,000 as of March 31,
2002 and 2001, respectively.

The  following  table  reflects the  Company's  real estate  product mix for the
periods indicated (in thousands):

                                                       Three Months Ended
                                                       -----------------------
                                                        March 31,    March 31,
                                                          2002         2001
                                                       ----------   ----------
        Gross Land Sales:
        Retail Sales*                                  $   2,064    $    2,515

        Housing Sales:                                       973           981
                                                       ---------    ----------
               Total Real Estate                       $   3,037    $    3,496
                                                       =========    ==========
--------
*    New retail land sales contracts  entered into,  including  deposit sales on
     which the Company has  received  less than 20% of the sales  price,  net of
     cancellations, for the three months ended March 31, 2002 and March 31, 2001
     were $1,604,000 and $2,395,000,  respectively. The Company had a backlog of
     approximately  $2,809,000 in unrecognized  sales as of March 31, 2002. Such
     contracts  are not  included  in retail  land  sales  until the  applicable
     rescission  period  has  expired  and the  Company  has  received  payments
     totaling 20% of the contract sales price.

Improvement  revenues  result from  recognition of revenues  deferred from prior
period sales.  Recognition occurs as development work proceeds on the previously
sold  property  or  customers  are  exchanged  to a developed  lot.  Improvement
revenues  totaled  $42,000 for the first three months of 2002 versus $29,000 for
the comparable 2001 period.

Interest  income was $69,000 for the first three months of 2002 versus  $174,000
for the  comparable  period in 2001.  The  decrease is the result of a favorable
adjustment to the valuation  allowance  being  recognized in 2001 as a result of
the cancellation of a large contract receivable in the first quarter of 2001.


                                        9

<PAGE>

Other  revenues were  $202,000 for the three months of 2002 versus  $151,000 for
the comparable  period in 2001. Other revenues are principally  generated by the
Company's title insurance and real estate brokerage subsidiaries.

Costs and Expenses
------------------

Costs and  expenses  were  $2,797,000  for the first three months of 2002 versus
$3,346,000 for the comparable period in 2001.

Cost of sales  were  $1,251,000  for the  first  three  months  of 2002,  versus
$1,333,000 for the comparable period in 2001.

Commissions,  advertising and other selling  expenses  totaled  $959,000 for the
three months of 2002 versus  $1,211,000 for the comparable period in 2001. Lower
retail land sales  resulted  in  decreased  commission  expense.  Other  selling
expenses  decreased  to  $249,000  for the first  three  months  of 2002  versus
$276,000  for the  comparable  period in 2001 as a result of  decreased  jobsite
expenses.  Advertising  and  promotional  expenses  decreased to $34,000 for the
first three months of 2002 versus $88,000 for the comparable period in 2001.

General and administrative  expenses were $347,000 for the first three months of
2002  versus   $381,000  for  the  comparable   period  in  2001.   General  and
administrative expenses decreased primarily due to decreased overhead expenses.

Real estate tax  expenses  were  $144,000 for the first three months of 2002 and
2001.

Interest  expense was $96,000 for the first three months of 2002 versus $276,000
for the comparable  period in 2001. The decrease in interest expense is a result
of debt balances accruing interest at a lower interest rate.

Net Income
----------

The Company  reported  net income of $133,000 for the first three months of 2002
versus $61,000 for the comparable period in 2001.

Regulatory Developments which may affect Future Operations
----------------------------------------------------------

In Florida,  as in many growth areas,  local governments have sought to limit or
control  population  growth in their  communities  through  restrictive  zoning,
density reduction,  the imposition of impact fees and more stringent development
requirements.  Although the Company has taken such factors into consideration in
its master  plans by  agreeing,  for example,  to make  improvements,  construct
public  facilities and dedicate  certain  property for public use, the increased
regulation  has  lengthened  the  development  process and added to  development
costs.

The  implementation  of the Florida  Growth  Management  Act of 1985 (the "Act")
precludes  the issuance of  development  orders or permits if public  facilities
such  as  transportation,  water  and  sewer  services  will  not  be  available
concurrent  with  development.  Development  orders have been  issued  for,  and
development  has  commenced  in,  the  Company's   existing   communities  (with
development  being  completed  in  certain  of  these  communities).  Thus,  the
Company's  communities  are  less  likely  to be  affected  by  the  new  growth
management policies than future communities. Any future communities developed by
the Company will be strongly impacted by new growth management  policies.  Since
the Act and its implications are  consistently  being  re-examined by the State,
together  with  local  governments  and  various  state and  local  governmental
agencies,  the Company  cannot  further  predict the timing or the effect of new
growth management policies,  but anticipates that such policies may increase the
Company's permitting and development costs.

The Company's  real estate  business is subject to regulation by various  local,
state  and  federal  agencies.  The  communities  are  increasingly  subject  to
substantial regulation as they are planned, designed and constructed, the nature
of such regulation extending to improvements,  zoning, building,  environmental,
health and related matters. Although the Company has been able to operate within
the  regulatory  environment  in the past,  there can be no assurance  that such
regulations  could not be made more restrictive and thereby adversely affect the
Company's operations.


                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

        MORTGAGES AND SIMILAR DEBT

From June 19,  1992  through  March 1999,  the  Company  had  entered  into loan
agreements with Selex International B.V., a Netherlands  corporation  ("Selex"),
Yasawa  Holdings,  N.V., a Netherlands  Antilles  corporation  ("Yasawa"),  Swan
Development Corporation ("Swan") and related parties, including Scafholding B.V.
("Scafholding").  Since  December  1992, the Company has been dependent on loans
and advances from Selex,  Yasawa, Swan and their affiliates in order to meet its
working capital requirements.

Indebtedness  under various  purchase  money  mortgages  and loan  agreements is
collateralized by substantially all of the Company's assets,  including stock of
certain wholly-owned  subsidiaries.  The Company's outstanding debt to Yasawa is
secured by a first lien on the  Company's  receivables  and a mortgage on all of
the Company's property; and the Company's outstanding debt to Swan is secured by
a second lien on the Company's receivables.

The Company's  outstanding  debt to Yasawa as of March 31, 2002 was  $3,900,000.
The terms of  repayment  of the  restructured  Yasawa  loan  provide for monthly
payments of principal in the amount of $100,000  payable monthly in cash or with
contracts  receivable at 100% of face value, with recourse.  Interest accrues on
the declining  balance at the prime rate,  adjusted  semi-annually  to equal the
prime rate then in effect.  From January  2002 to March 31,  2002,  the interest
rate on the outstanding debt was 4.75%, which was prime.  Yasawa and Scafholding
have not required the Company to make interest payments since September 1, 1998.
As of March 31,  2002,  the total  amount of interest  accrued is  approximately
$1,504,000, which is included in accrued expenses.

From  October 9, 1998 through the  present,  Swan  continued to loan the Company
funds to meet its working capital  requirements.  The Company's outstanding debt
to Swan was  $6,634,000  as of March 31, 2002.  The Company  signed a promissory
note to Swan in March 1999,  which  provides that funds advanced by Swan will be
paid back by the Company monthly in contracts  receivables at 90% of face value,
with recourse. There is no interest for the first six months after an advance of
money is received from Swan by the Company.  Currently, the interest rate is the
prime rate, adjusted  semi-annually to equal the prime rate then in effect. Each
time an  advance is made,  a  supplemental  note is  signed.  The amount of each
monthly  payment  will vary and will be  dependent  upon the amount of contracts
receivable in the Company's  portfolio,  excluding contracts  receivable held as
collateral for prior receivable  sales.  Pursuant to the terms of the promissory
note,  the Company is required to transfer to Swan monthly as debt repayment all
current  contracts  receivable  in the  Company's  portfolio  in  excess  of the
aggregate  sum of $500,000.  Funds  advanced by Swan were used by the Company to
meet the Company's working capital requirements.  From January 2002 to March 31,
2002, the interest rate on the outstanding  debt was 4.75%,  which was prime. As
of March  31,  2002,  the total  amount of  interest  accrued  is  approximately
$642,000, which is included in accrued expenses.

The following table presents  information  with respect to mortgages and similar
debt (in thousands):
                                                        March 31,   December 31,
                                                          2002         2001
                                                        ---------   ------------

        Mortgage Notes Payable .....................    $   3,900   $   4,200
        Other Loans.................................        6,768       6,077
                                                        ---------   ---------
               Total mortgages and similar debt.....    $  10,668   $  10,277
                                                        =========   =========

--------
     Included in Mortgage Notes Payable is the Yasawa loan  ($3,900,000 at March
     31, 2002); included in Other Loans is the Swan loan ($6,634,000 as of March
     31, 2002).

        CONTRACTS AND MORTGAGES RECEIVABLE SALES

In 1990 and 1992, the Company sold  contracts and mortgages  receivable to third
parties. These transactions, among other things require that the Company replace
or repurchase any receivable that becomes 90 days delinquent upon the request of

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the  purchaser.  Such  requirement  can be satisfied from contracts in which the
purchaser holds a security  interest  (approximately  $1,081,000 as of March 31,
2002). The Company has reserved for the estimated future  cancellations based on
the Company's  historical  experience for receivables  the Company  services and
believes  these  reserves  to be  adequate.  The  Company  did not  replace  any
delinquent  receivables  in 2001 or 2002.  As of March 31, 2002 and December 31,
2001, $1,040,000 and $1,060,000 in receivables were delinquent, respectively.

Since 1997,  the Company sold or transferred  for debt  repayment  contracts and
mortgages  receivable  to related third  parties,  Scafholding  and Swan.  These
transactions,   among  other  things,  require  that  the  Company  replace  any
receivable that becomes  eligible to be canceled.  Such requirement is satisfied
monthly from  contracts in the  Company's  receivable  portfolio  not  otherwise
secured to unrelated  third parties.  The Company has reserved for the estimated
future  cancellations  of  these  contracts  based on the  Company's  historical
experience for receivables  the Company  services and believes these reserves to
be adequate.

The  Company  is  the  guarantor  of  approximately   $19,607,000  of  contracts
receivable  sold or  transferred  as of March  31,  2002,  for the  transactions
described  above.  There  are  no  funds  on  deposit  with  purchasers  of  the
receivables  as security to assure  collectibility  as of such date. A provision
has been established for the Company's  obligation under the recourse provisions
of which  approximately  $2,950,000  remains at March 31, 2002.  The Company has
been in compliance with all receivable  transactions  since the  consummation of
receivable sales.

The Company has an agreement with Scafholding and Citony Development Corporation
for  the  servicing  of  their  receivable  portfolios.   The  Company  received
approximately  $58,000  and $73,000 in 2002 and 2001,  respectively,  in revenue
pursuant to these agreements.

In the  future,  if the Company  elects to do so,  Yasawa and  Scafholding  have
agreed to purchase contracts receivable at 65% of face value, with recourse. The
Company has an agreement with Swan whereby Swan may loan the Company funds to be
repaid with contracts receivable at 90% of face value, with recourse.

        LIQUIDITY

Retail land sales have  traditionally  produced  negative  cash flow through the
point of sale as a result of a regulatory  requirement  to sell fully  developed
lots and the additional  requirement to pay marketing and selling expenses prior
to or shortly  after the point of sale. In an effort to offset the negative cash
flow  effects of  installment  land sales,  the  Company is  directing a greater
portion  of its  marketing  efforts  to the sale of lots  with  homes and is now
offering lots for sale in compulsory  building  areas where a lot purchaser must
complete  payments for the lot and  construct a home within a limited  period of
time.

The Company has been  dependent on its ability to sell or otherwise  finance its
contracts   receivable   and/or   secure  other   financing  to  meet  its  cash
requirements.  Since 1992,  the Company has been  largely  dependent  on Yasawa,
Scafholding  and Swan and related  parties for the financing of its  operations.
Although  Scafholding has purchased contracts  receivables at the rate of 65% of
face value, with recourse,  and Swan has loaned the Company  additional funds to
be paid back with  contracts  receivable at the rate of 90% of face value,  with
recourse,  there can be no  guarantee  that the Company will be able to generate
sufficient  receivables  to obtain  sufficient  financing  in the future nor can
there be any guarantee that Yasawa, Scafholding,  Swan and other related parties
will continue to make loans to the Company.




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                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a)  Exhibits

               None.

        (b)  Reports on Form 8-K

               None.

                                    SIGNATURE
                                    ---------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          THE DELTONA CORPORATION



Date: May 13, 2002                        By: /s/John Battle
------------------                        ------------------
                                          John  Battle
                                          Treasurer
                                          (Principal Financial Officer)


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