Page 1 of 9 Pages

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended   MARCH 31, 1998                      Commission File 2-77085

                       SOUTHWARD VENTURES DEPOSITARY TRUST
             (Exact Name of Registrant as Specified in its Charter)

         FLORIDA                                       59-6737200
(State or other Jurisdiction of               IRS Employer Identification Number

Incorporation or Organization)

                          C/O GINO J. DIMARCO, TRUSTEE
                              2900 HIGH RIDGE ROAD

                          BOYNTON BEACH, FLORIDA 33426
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  (561)    582-2755

                                    NOT APPLICABLE

                        (Former Name, Former Address and
               Former Fiscal Year, if Changed since Last Report)

Indicate by checkmark whether the Registrant (1) has filed all reports required
to be fled by Section 13 or 15(d) of the 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 at each of the issurer's classes of
common stock, as of the close of the period covered by this report:

CLASS                                         OUTSTANDING MARCH 31, 1998

---------                                     --------------------------
Trust Units, No Par Value                     28,735 (including those units 
                                              currently in the exchange process)

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                                                              Page 2 of 9  Pages

                       SOUTHWARD VENTURES DEPOSITARY TRUST

                                      INDEX

                                      -----

PART I:                                                       PAGE NO.:

-------                                                       ---------

Financial Statements  (Rider A)                                    5

PART II:

--------

Other Information

         Items 1 through 9                                         3


PART III:

---------

Signature Page                                                     4

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                                                               Page 3 of 9 Pages

                                     PART II

                                     -------

                                OTHER INFORMATION

                                -----------------

Item 1.           LEGAL PROCEEDINGS.
                  None.

Item 2.           CHANGES IN SECURITIES.
                  None.

Item 3.           CHANGES IN SECURITY FOR REGISTERED SECURITIES.
                  None.

Item 4.           DEFAULTS UPON SENIOR SECURITIES.
                  None.

Item 5.           INCREASE IN AMOUNT OF OUTSTANDING SECURITIES OR INDEBTEDNESS.
                  None.

Item 6.           DECREASE IN AMOUNT OF OUTSTANDING SECURITIES OR INDEBTEDNESS.

Item 7.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  None.

Item 8.           OTHER MATERIALLY IMPORTANT EVENTS.
                  None.

Item 9.           EXHIBITS AND REPORTS ON FORM 8-K.

                  Exhibit 27 -- Financial Data Schedule
                  
                  Reports    -- None

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                                                               Page 4 of 9 Pages

                                    PART III

                                    --------

                                   SIGNATURES

                                   ----------

         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 hereunto duly authorized.

                                    SOUTHWARD VENTURES DEPOSITARY TRUST

Dated: June 3, 1998                 BY:  /S/ GINO J. DIMARCO, TRUSTEE
                                         ----------------------------------
                                         GINO J. DiMARCO, Trustee

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                                                               Page 5 of 9 Pages

                       SOUTHWARD VENTURES DEPOSITARY TRUST

                        CONSOLIDATED FINANCIAL STATEMENTS

                      MARCH 31, 1998 AND DECEMBER 31, 1997

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                                                               Page 6 of 9 Pages

                      SOUTHWARD VENTURES DEPOSITARY TRUST

                          CONSOLIDATED BALANCE SHEETS

                    AT MARCH 31, 1998 AND DECEMBER 31, 1997

<TABLE>
<CAPTION>

                                                                                    MARCH 31                  DECEMBER
                                                                                        1998                      1997

                                                                                    --------                  --------


                                  ASSETS

<S>                                                                         <C>                       <C>
 Cash                                                                       $        104,507          $         42,147
 Land and improvements held for development or sale                                  639,448                   641,145
 Property & equipment, net                                                            80,945                    83,886
 Other assets                                                                         36,843                    33,481
                                                                           ------------------        ------------------
                                                                            $        861,743          $        800,659
                                                                           ==================        ==================


 LIABILITIES AND TRUST CERTIFICATE HOLDERS' EQUITY

 Accounts payable and accrued liabilities                                   $        105,148          $        104,148
 Net payable to GHC Development                                                            -                    15,000
 Payable to T.D. Fender                                                               51,517                         -
 Deposits on sales contracts                                                          26,000                    40,150
                                                                           ------------------        ------------------
            Total liabilities                                                        182,665                   159,298

 Commitments

 Trust certificate holders' equity                                                   679,078                   641,361

                                                                           ------------------        ------------------
                                                                            $        861,743          $        800,659
                                                                           ==================        ==================
</TABLE>

                             SEE ACCOMPANYING NOTES.

<PAGE>

                                                               Page 7 of 9 Pages

                      SOUTHWARD VENTURES DEPOSITARY TRUST

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                                                       1998                1997
                                                                                                       ----                ----
<S>                                                                                         <C>                 <C>            
 Cash flows from operating activities:
    Net income                                                                              $        37,717     $       190,033
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                                   2,941               2,631
       Net reductions of land and improvements  held for development or sale                          1,697               5,622
       (Increase) decrease in other assets                                                          ( 3,362)              1,193
       Decrease  in mortgage note receivable                                                              -                   -
       Decrease in deferred profit pursuant to the installment method of accounting                       -                   -
       Increase (decrease) in account payable and  accrued liabilities                                1,000            ( 57,225)
       Decrease in deposits on sales contracts                                                     ( 14,150)           ( 10,000)
       Decrease in net payable to GHC Management                                                   ( 15,000)
       Increase in payable to T.D. Fender                                                            51,517                   -
                                                                                           -----------------   -----------------
       Net cash used in operating activities                                                         62,360             132,254


                                                                                           -----------------   -----------------
 Net (decrease) increase in cash and cash equivalents                                                62,360             132,254

 Cash at beginning of period                                                                         42,147              28,273
                                                                                           -----------------   -----------------
 Cash at end of period                                                                      $       104,507     $       160,527
                                                                                           =================   =================
</TABLE>


                             SEE ACCOMPANYING NOTES.
<PAGE>

                                                               Page 8 of 9 Pages


                       SOUTHWARD VENTURE DEPOSITARY TRUST

                     CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                      1998                   1997
                                                                      ----                   ----
<S>                                                       <C>                    <C>             
 Revenues:
      Real estate sales                                   $         90,586       $        300,000
      Rental income                                                 20,928                 20,928
                                                         ------------------     ------------------
                                                                   111,514                320,928

 Costs & expenses:
      Cost of sales                                                  1,698                  5,622
      Selling                                                       10,734                 55,538
      General & administrative                                      11,690                 17,004
      Trustee fees                                                  11,400                 11,400
      Legal & professional fees                                     24,252                 24,140
      Secretarial & bookkeeping fees                                 7,000                  6,000
      Other operating expenses                                       4,082                  8,560
      Depreciation                                                   2,941                  2,631

                                                         ------------------     ------------------
                                                                    73,797                130,895

                                                         ------------------     ------------------
 Net income                                                         37,717                190,033

 Net income per trust certificate                         $           1.31       $           6.61
                                                         ==================     ==================

 Certificates used in computing net income
       per trust certificate                                        28,735                 28,735
                                                         ==================     ==================
</TABLE>


                            SEE ACCOMPANYING NOTES.
<PAGE>

                                                               Page 9 of 9 Pages


                       SOUTHWARD VENTURES DEPOSITARY TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1998

1.      BASIS OF PRESENTATION

       The accompanying financial statements are unaudited and have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and with the instructions to Form 10-Q
       promulgated by the Securities and Exchange Commission. These financial
       statements reflect all adjustments which, in the opinion of management,
       are necessary for a fair presentation of financial position, results of
       operations and cash flows for the periods presented. All such adjustments
       are of a normal recurring nature. The results of operations for interim
       periods are not necessarily indicative of the results to be expected for
       a full year. The statements should be read in conjunction with the
       financial statements and footnotes thereto included in the Trust's
       Annual Report on Form 10-K for the year ended December 31, 1997.

2.      COMMITMENTS AND CONTINGENCIES

               PENDING LITIGATION

        In 1993, the Trust filed a complaint against an individual asserting
        claims for conversion and civil theft in relation to computer hardware
        and software which was ordered, paid for, but never delivered to the
        specified entity . The Trust did not prevail in a jury trial of the
        civil theft case. The Trust has undertaken to appeal the adverse
        decision that was entered on April 15, 1997.

        Since the Trust was not successful in that claim, the defendant's
        attorney fees and costs could be assessed against the Trust. In the
        opinion of the Trustee, it is not possible at this time to assess the
        amount of such fees and costs. However, as the matter has been
        vigorously litigated since 1993, these fees and costs could be
        substantial and have a material effect on the financial statements. A
        Motion to Tax Costs was heard on September 26, 1997. Although the
        judgement has not been entered as of this date, it is expected that the
        Defendant will be awarded against the Trust approximately $2,634 plus
        interest from the date the judgement is signed.

               BAHAMIAN REAL PROPERTY TAXES

        The Trust has been advised by the Ministry of Finance of the
        Commonwealth of the Bahamas that property taxes pertaining to lots
        located on Great Harbour Cay were not included in a prior settlement
        that was understood to encompass all of the Trust's properties on Great
        Harbour Cay. The Trust does not currently possess sufficient information
        to reasonably estimate the amount of liability to be recorded. However,
        the Trust believes that based upon future developments and
        determinations, it is possible the amount could have a material effect
        on the financial statements.



<PAGE>

                                 EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------
   27         Financial Data Schedule