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  JUNE 30, 1999                      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
                           2499 GLADES ROAD, SUITE 203
                            BOCA RATON, FLORIDA 33431
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (561) 347-8663

                                 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 filed 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 Issuer's classes of
common stock, as of the close of the period covered by this report:

CLASS                                     OUTSTANDING JUNE 30, 1999
-----                                     -------------------------
Units of Beneficial Interest,             Trust Certificate, No Par Value
No Par Value                                                27,894


<PAGE>

                       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

                                       2

<PAGE>

                                     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.

         On July 25, 1998 the exchange program for outstanding units was
terminated. However, since that date an extensive search has been conducted to
locate missing unitholders in order to provide them with the opportunity to
participate in the exchange program and to identify those accounts which are to
be escheated. As of June 30, 1999 there were 27,894 new units outstanding that
were held by 206 unitholders. As of the same date, there were 96,395 old units
outstanding that were held by 156 unitholders.

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.
                  27  Financial Data Schedule

                                       3

<PAGE>

                                    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: August 13, 1999              BY:     /s/ GINO J. DIMARCO, TRUSTEE
                                       -----------------------------------------
                                                GINO J. DiMARCO, Trustee

                                       4

<PAGE>

                      SOUTHWARD VENTURES DEPOSITARY TRUST

  CONSOLIDATED STATEMENTS OF OPERATIONS AND TRUST CERTIFICATE HOLDERS' EQUITY

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                   JUNE 30,                     JUNE 30,

                                                                1999           1998          1999           1998
                                                           ---------      ---------     ---------      ---------
<S>                                                        <C>            <C>           <C>            <C>
Revenues:
     Real estate sales                                     $      --      $ 260,000     $  10,000      $ 350,586
     Rental income                                            21,428         20,928        42,356         41,856
                                                           ---------      ---------     ---------      ---------
                                                              21,428        280,928        52,356        392,442
                                                           ---------      ---------     ---------      ---------
Costs & expenses:
     Cost of sales                                                --          4,872            --          6,570
     Selling expenses                                             --         36,400           187         47,134
     General & administrative                                 11,498         13,914        21,131         25,604
     Trustee fees                                             11,400         11,400        22,800         22,800
     Legal & professional fees                                42,241         41,740       104,870         65,992
     Secretarial & bookkeeping fees                            6,000          5,000        12,000         12,000
     Other operating expenses                                  4,194         16,900         4,388         20,982
     Depreciation                                              4,618          2,941         9,236          5,882
                                                           ---------      ---------     ---------      ---------
                                                              79,951        133,167       174,612        206,964
                                                           ---------      ---------     ---------      ---------
Income (loss) before interest expense                        (58,523)       147,761      (122,256)       185,478

Interest expense                                               1,171             --         1,391             --
                                                           ---------      ---------     ---------      ---------
Net income (loss)                                            (59,694)       147,761      (123,647)       185,478

Trust certificate holders' equity, beginning of period       663,819        679,078       727,772        641,361
                                                           ---------      ---------     ---------      ---------
Trust certificate holders' equity, end of period           $ 604,125      $ 826,839     $ 604,125      $ 826,839
                                                           =========      =========     =========      =========
Net income (loss) per trust certificate                    $   (2.08)     $    5.14     $   (4.30)     $    6.45
                                                           =========      =========     =========      =========
Certificates used in computing net income (loss)
     per trust certificate                                    28,735         28,735        28,735         28,735
                                                           =========      =========     =========      =========
</TABLE>

                            SEE ACCOMPANYING NOTES.

                                       5

<PAGE>

                      SOUTHWARD VENTURES DEPOSITARY TRUST

                          CONSOLIDATED BALANCE SHEETS

          AT JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998 (AUDITED)

                                                           1999         1998

                     ASSETS

Cash                                                   $  8,657     $ 17,443
Land and improvements held for development or sale      634,388      634,575
Property & equipment, net                               155,780      165,016
Other assets                                             71,701       55,040
                                                       --------     --------
                                                       $870,526     $872,074
                                                       ========     ========

LIABILITIES AND TRUST CERTIFICATE HOLDERS' EQUITY

Accounts payable and accrued liabilities               $219,401     $119,302
Notes payable to related parties                         47,000       20,000
Deposits on sales contracts                                  --        5,000
                                                       --------     --------
            Total liabilities                           266,401      144,302

Commitments

Trust certificate holders' equity                       604,125      727,772

                                                       --------     --------
                                                       $870,526     $872,074
                                                       ========     ========

                            SEE ACCOMPANYING NOTES.

                                       6

<PAGE>

                      SOUTHWARD VENTURES DEPOSITARY TRUST

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            1999           1998
<S>                                                                                    <C>            <C>
Cash flows from operating activities:
      Net income                                                                       $(123,647)     $ 185,478
      Adjustments to reconcile net income (loss) to net cash provided by (used in)
           operating activities:
           Depreciation                                                                    9,236          5,882
           Net reductions of land and improvements held for development or sale              187          6,570
           Increase in other assets                                                      (16,661)       (21,962)
           Increase (decrease) in account payable and  accrued liabilities               100,099        (29,201)
           Increase (decrease) in deposits on sales contracts                             (5,000)       (35,150)
                                                                                       ---------      ---------
           Net cash provided by (used in) operating activities                           (35,786)       111,617
                                                                                       ---------      ---------
Cash flows from investing activities:
      Purchase of property and equipment                                                      --        (55,873)
                                                                                       ---------      ---------
           Net cash used in investing activities                                              --        (55,873)
                                                                                       ---------      ---------
Cash flows from financing activities:
      Proceeds from issuance of notes payable to related parties                          47,000             --
      Principal payments on notes payable to related parties                             (20,000)       (15,000)
      Proceeds from notes payable to T. D. Fender                                             --         51,517
      Principal payments on notes payable to T. D. Fender                                     --        (51,517)
                                                                                       ---------      ---------
           Net cash provided by (used in) financing activities                           (27,000)       (15,000)
                                                                                       ---------      ---------
Net (decrease) increase in cash and cash equivalents                                      (8,786)        40,744

Cash at beginning of period                                                               17,443         42,147
                                                                                       ---------      ---------
Cash at end of period                                                                  $   8,657         82,891
                                                                                       =========      =========
</TABLE>

                            SEE ACCOMPANYING NOTES.

                                       7

<PAGE>

                       SOUTHWARD VENTURES DEPOSITARY TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1999

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 Company" Annual Report on Form
         10-K for the year ended December 31, 1998.

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 undertook an appeal of the adverse decision
         that was entered on April 15, 1997. On February 24, 1999 the Trust's
         appeal was denied.

         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 for
         costs plus interest from the date the judgement is signed. The amount
         of attorneys' fees to be awarded, if any, will require judicial
         determination at a future date.

               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 Trusts' 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.

                                       8

<PAGE>

3.           LEASE WITH GREAT HARBOUR MANAGEMENT LTD.

         As of August 13, 1999 the lease with Great Harbour Management, Ltd is
         in default due to non payment of rent for the months of March, April,
         May, June, July and August, 1999. The amount of rent due is currently
         subject to dispute as a result of certain offsets claimed by the Tenant

                                       9

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT             DESCRIPTION
-------             -----------
  27                Financial Data Schedule