FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  EXCHANGE
    ACT OF 1934

For the year ended December 31, 2000

                                       OR

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

For the transition period ____________________ to  ____________________.

Commission File Number                       0-18475

                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                 (Name of Small Business Issuer in Its Charter)

            Missouri                                      48-6291172
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

104 Armour, North Kansas City, Missouri                     64116
(Address of principal executive offices)                  (Zip Code)

(Registrant's telephone number, including area code)   (816) 303-4500

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                     Limited Partnership Interests ("Units")

Check  whether  the issuer  (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  periods 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 [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B,
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.  [X]


<PAGE>

The issuer's revenues for its most recent fiscal year are $2,155,000.

As of January 31, 2001, the aggregate market value of the Registrant's  units of
limited partnership  interest ("Units") held by non-affiliates of the Registrant
was  $4,526,000.  (The  aggregate  market value was computed on the basis of the
initial selling price of $500 per unit of limited  partnership  interest,  using
the number of units not  beneficially  owned on January  31, 2001 by the General
Partners  or  holders  of 10% or more of the  Registrant's  limited  partnership
units.  The initial  selling  price of $500 per unit is not the  current  market
value.  Accurate pricing  information is not available  because the value of the
limited  partnership units is not determinable  since no active secondary market
exists.  The  characterization  of such  General  Partners  and 10%  holders  as
affiliates  is for the  purpose  of this  computation  only  and  should  not be
construed  as an  admission  for any purpose that any such persons are, or other
persons not so characterized are not, in fact, affiliates of the Registrant).


                                     PART I

Item 1. Description of Business

Secured Investment  Resources Fund, L.P. III (the "Partnership" or "Registrant")
is a Missouri  limited  partnership  formed  pursuant  to the  Missouri  Revised
Uniform  Limited  Partnership Act on April 20, 1988.  Nichols  Resources Ltd., a
Missouri corporation ("Nichols") is the General Partner.  The Partnership has no
predecessors or subsidiaries.

The  Partnership  was formed to engage in the business of acquiring,  improving,
developing,   operating  and  holding  for  investment   income  producing  real
properties   with  the   objectives  of  (i)   preserving   and  protecting  the
Partnership's capital; (ii) providing cash distributions from operations;  (iii)
providing   capital  growth  through   property   appreciation   of  Partnership
properties; and (iv) increasing equity in property ownership by the reduction of
mortgage  loans on  Partnership  properties.  The term of the  Partnership is 60
years from the date of the Partnership Agreement (December 6, 1988), or the date
on which all of the assets acquired by the Partnership are sold and converted to
cash.

On December 7, 1990, the  Partnership  closed its offering having received gross
proceeds  of  $4,842,500  from the sale of 9,685  units of  limited  partnership
interests.

Effective August 31, 2000, the Partnership purchased 90 units of the Partnership
for $211 per unit, in accordance  with the Partnership  Agreement.  This reduced
the total number of units outstanding from 9,685 to 9,595.

The Partnership acquired two apartment communities in 1989. The General Partners
felt  that  these  properties  met the  Partnership's  investment  criteria  and
objectives.  Because of many factors, the Partnership did not raise the level of
capital anticipated. Accordingly, the General Partners were unable to obtain the
targeted leveraged ratio and a residential/commercial property mix.

Due to  the  Partnership's  inability  to  restructure  the  debt  on one of the
Partnership's  properties,  the KC Club Apartments (after negotiations to obtain
more favorable terms failed) was lost to foreclosure on January 7, 1998.

                                       2
<PAGE>
Item 1. Description of Business --Cont'd.

On January 1, 1999, the Partnership entered into a property management agreement
with  Maxus  Properties,  Inc.  ("Maxus"),  a  Missouri  corporation  that is an
affiliate of Nichols  Resources,  Ltd., the Partnership's  general partner.  The
sole  shareholder  of  Nichols  is MJS  Associates,  Inc.  ("MJS"),  a  Missouri
corporation.  David L.  Johnson is the  principal  shareholder  and an executive
officer and director of MJS.  David L. Johnson is also the majority  shareholder
and an executive officer and director of Maxus.

As of December 31, 2000, the Partnership has made cash  distributions to Limited
Partners of $364,000 for the period April 1, 1989 through  December 31, 2000. No
distributions have been made since July 1990. Future  distributions will only be
made from  excess  cash flow not  needed  for  capital  expenditures  or working
capital reserves.

As of December 31, 2000, the  Partnership  had no employees.  Employees of Maxus
provided property management services to the Partnership (as described in Note 4
to the accompanying Consolidated Financial Statements).

Competition

The real estate business is highly  competitive,  and the  Partnership  competes
with numerous entities engaged in real estate activities, some of which may have
greater  financial  resources than those of the Partnership.  The  Partnership's
management  believes that success against such competition is dependent upon the
geographic location of the property,  the performance of property managers,  the
amount of new construction in the area and the maintenance and appearance of the
property.  With respect to residential property,  competition is also based upon
the  design  and mix of the  units  and  the  ability  to  provide  a  community
atmosphere for the tenants. The Partnership's direct competitors, located within
five miles of the  Partnership's  only  property ( the  Greenhills  Bicycle Club
Apartments),  are Quail Run Apartments,  690 units built in 1985;  Falcon Point,
192 units built in 1988; The Ethans,  606 units built in 1988;  Camden  Passage,
598  units  built  in  1989-1998;  The  Lakes,  400 units  built in 1987,  Kelly
Crossing, 624 units built in 1998 and Barclay Club, 400 units built in 2000-2001
(61 units are now available for rent). The Greenhills Bicycle Club Apartments is
competitive  in terms of square  footage per unit and rents for unit types.  The
Partnership's management believes that general economic circumstances and trends
and new  properties in the vicinity of the  Partnership's  property will also be
competitive factors.


Item 2. Description of Properties

The following  table sets forth the investment  portfolio of the  Partnership at
December 31, 2000:
                                                                     Average
                                 Properties at                     Occupancy(*)
     Property       Description  Initial Cost     Date Acquired     Percentage
     --------       -----------  ------------     -------------     ----------
                                                                   2000   1999
Greenhills Bicycle
Club Apartments
Kansas City, MO      312 units    $11,251,613     Oct. 27, 1989     91%    90%

                                       3
<PAGE>
Item 2.    Description of Properties--Cont'd.

(*) Based upon vacancy amount (in dollars) as a percent of gross possible rents.
(Gross possible rents is calculated by multiplying  established market rents for
each unit type by the total  unit mix.  Established  market  rents are  budgeted
rents,  established by conducting  market surveys to determine the typical rents
charged for similar  properties  in the area and through  knowledge of the rates
the market will bear for similar unit types.)

The encumbrance  against the property is described in Note 3 to the accompanying
Consolidated Financial Statements.

Description of Real Estate:

The  Partnership's  sole  property,  the  Greenhills  Bicycle  Club  Apartments,
consists of 312 units of  multi-family  rental real  estate.  Tenant  leases are
generally subject to annual renewals. On July 8, 1996 the Partnership refinanced
the matured first mortgage on Greenhills  Bicycle Club Apartments.  The terms of
the mortgage are $8,100,000 at 9.0% interest with monthly principal and interest
payments in the amount of $65,000  through the loan  maturity  date of August 1,
2001.  The  outstanding  principal  balance of the note at December  31, 2000 is
$7,820,000.  The balance to be due at maturity assuming no payment has been made
on principal in advance of its due date is  $7,766,000.  The note can be prepaid
with  penalty.

At December 31, 2000 the Partnership  had a commitment from  Northland/Marquette
Capital  Group,  Inc. to refinance  the mortgage in an amount of $8,350,000 at a
rate not to exceed  6.91%.  The  Partnership  prepaid  loan fees of  $264,000 in
connection  with the anticipated  refinancing.  This loan closed on February 22,
2001. The terms of the loan are monthly interest  payments  of  $48,000  through
the loan maturity, with the principal to be due and payable on the maturity date
of March 1, 2008.  MJS has executed a limited  guaranty in  connection  with the
loan.

Competition:

The real estate business is highly competitive and the Partnership competes with
numerous  entities  engaged in real  estate  activities,  some of which may have
greater  financial  resources than those of the Partnership.  The  Partnership's
management  believes that success against such competition is dependent upon the
geographic location of the property,  the performance of property managers,  the
amount of new construction in the area and the maintenance and appearance of the
property.  With respect to residential property,  competition is also based upon
the  design  and mix of the  units  and  the  ability  to  provide  a  community
atmosphere for the tenants. The Partnership's direct competitors, located within
five miles of the Greenhills Bicycle Club Apartments,  are Quail Run Apartments,
690 units built in 1985; Falcon Point, 192 units built in 1988; The Ethans,  606
units built in 1988; Camden Passage, 598 units built in 1989-1998; The Lake, 400
units built in 1987 and Kelly  Crossing,  624 units  built in 1998.  The Bicycle
Club Apartments is competitive in terms of square footage per unit and rents for
unit  types.  The  Partnership's   management  believes  that  general  economic
circumstances and trends and new properties in the vicinity of the Partnership's
property will also be competitive factors. The partnership's management believes
that the property is adequately covered by insurance.

                                       4
<PAGE>
Operating Data:

The occupancy  rate for the Greenhills  Bicycle Club  Apartments for each of the
last five years was:

1996: 91%        1997: 91%        1998: 91%        1999: 90%        2000: 91%

The  average  effective  annual  rental per unit for each of the last five years
was:

1996: $5,750     1997: $6,000     1998: $6,100     1999: $6,300     2000 $6,600

Depreciation:

Investment  property is depreciated on a straight-line  basis over the estimated
useful life of the property (30 years for buildings  and 5 years for  furniture,
fixtures and equipment). Improvements are capitalized and depreciated over their
estimated  useful  lives.   Maintenance  and  repair  expenses  are  charged  to
operations  as incurred.  Cost  (including  capital  improvements  subsequent to
acquisition)  of the Greenhills  Bicycle Club Apartments at December 31, 2000 is
$11,314,000.

Investment Polices:

The primary purpose of the Partnership is to invest in, hold,  manage,  operate,
finance,  refinance,  lease and dispose of income producing real estate which is
improved with an emphasis on the acquisition of existing apartment complexes and
commercial  properties.  The Partnership may enter into ventures,  partnerships,
and other  business  arrangements  with respect to real estate deemed prudent by
the  General  Partners  in  order  to  achieve  successful  operations  for  the
Partnership,  subject,  however to the  restrictions in the Limited  Partnership
Agreement.  Currently,  the Partnership's sole property is an apartment complex,
the Greenhills Bicycle Club Apartments.

Item 3. Legal Proceedings.

None.


Item 4. Submission of Matters to a Vote for Security Holders.

None


PART II

Item 5.  Market for  Registrant's  Common  Equity and  Related  Security  Holder
Matters

(A)  There  is no  established  public  trading  market  for  the  units  of the
     Partnership.
(B)  There have been no distributions the last three years.
(C)  As of December 31, 2000, the Partnership had admitted 463 Limited  Partners
     who  originally  purchased  9,685 units.  Effective  August 31,  2000,  the
     Partnership  purchased 90 units of the  Partnership  for $211 per unit,  in
     accordance with the Partnership Agreement. This reduced the total number of
     units outstanding from 9,685 to 9,595. The purchase increased the remaining
     Limited Partners' ownership interest in the Partnership.

                                       5
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and  Results
of Operations.

Results of Operations

2000 Comparisons

Revenues for the year ended  December 31, 2000  increased  $173,000  (8.7%) when
compared  to the same  period in 1999.  This  increase  is  primarily  due to an
increase in rental rates of $68,000,  a decrease in concessions of $39,000 and a
decrease in vacancy loss of $20,000.  Other income also increased by $47,000, of
which $27,000 is due to insurance proceeds,  for the repair of siding damaged in
a storm, exceeding the expense of the repairs.

Total operating and administrative expenses for the year ended December 31, 2000
increased  $19,000  (1.3%)  compared to 1999.  The increase is primarily  due to
increases in property operating expenses of $19,000,  general and administrative
expenses of $22,000  and  management  fees of  $14,000,  offset by a decrease in
professional fees of $34,000. The $19,000 increase in property operating expense
was due primarily to an increase in repairs and  maintenance of $25,000,  offset
by a decrease in leasing  costs of $5,000.  The $22,000  increase in general and
administrative  expense was due primarily to increased  office payroll and bonus
expense.  The decrease in  professional  fees was primarily due to the change of
the managing  general  partner being  completed in 1999 (as described in Item 1.
Description  of  business).  Under  the new  managing  General  Partner  and new
management company, professional fees have decreased.

Liquidity and Sources of Capital

Cash on hand as of December  31, 2000 is $218,000,  a decrease of $140,000  from
the year ended  December 31, 1999. The decrease is due primarily to cash used to
purchase temporary investments of $240,000,  loan commitment deposit of $264,000
and  regular  payments  of  principal  on long  term debt of  $75,000  offset by
cashflow from operations of $489,000.

During 2000, cash was provided by operating activities in the amount of $489,000
compared to $311,000 for 1999.  The increase is primarily  due to an increase in
net income(loss) from 1999 ($134,000) to 2000 $37,000. Investing activities used
$271,000  primarily due to an increase in purchase of temporary  investments  of
$240,000 and property and equipment purchases of $67,000 offset by a decrease in
restricted deposits of $36,000. Financing activities used $358,000 primarily due
to a loan commitment  deposit of $264,000,  principal  payments (as described in
the  Consolidated  Statement  of Cash  Flows) of  $75,000  and  $19,000  used to
purchase 90 partnership units. (as described in Item 1. Description of Business)

Inflation

The effects of inflation on the Partnership's  operations or investments are not
quantifiable.  Revenues from property operations fluctuate  proportionately with
increases and decreases in housing costs.  Fluctuations in the rate of inflation
also affect the sales values of properties  and,  correspondingly,  the ultimate
gains to be realized by the Partnership from property sales.

                                       6
<PAGE>
Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations--Cont'd.

Future Changes in Accounting Principle

The  Financial  Accounting  Standards  Board  ("FASB")  has issued  Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging Activities ("SFAS 133"). This statement, as amended by SFAS No. 137,
requires all  derivatives  to be recorded on the balance sheet at fair value and
establishes  standard  accounting  methodologies  for  hedging  activities.  The
standard will result in the  recognition of offsetting  changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive  income
in the same period. The statement is effective for Secured Investment  Resources
Fund,  L.P.  III's  fiscal  year  ending  December  31,  2001.  Because  Secured
Investment  Resources Fund, L.P. III does not hold derivative  instruments,  the
adoption of this  statement  is not  expected  to have a material  impact on the
financial statements.

Item 7. Financial Statements

See Item 13(a).

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The General  Partner of the Partnership is Nichols  Resources,  Ltd., a Missouri
corporation  formed on August  22,  1988 for the  purpose of acting as a general
partner of public real estate  programs and  otherwise  investing in and dealing
with limited  partnerships,  property management and the real estate syndication
business.  Nichols  Resources,  Ltd. was a  wholly-owned  subsidiary of the J.C.
Nichols Company until January, 1998. It is now a wholly-owned  subsidiary of MJS
Associates,  Inc., a Missouri  corporation with executive offices located at 104
Armour Road, North Kansas City,  Missouri 64116. MJS Associates,  Inc.  acquired
all of the  outstanding  stock of Nichols  Resources,  Ltd. in January 1998 from
J.C. Nichols  company.  Nichols  Resources,  Ltd. issued 15,000 shares of common
stock for $1,500,000 on August 22, 1988.

Currently,   Nichols'  sole  business  is  acting  as  general  partner  of  the
Registrant.  Besides  its  ownership  of stock of Nichols  and other real estate
companies,   MJS  oversees   construction  relating  to  the  rehabilitation  of
properties,  but has no employees. David L. Johnson is the principal shareholder
and an officer and director of MJS.

Nichols  has three  directors:  David L.  Johnson,  John W.  Alvey and Daniel W.
Pishny.  Christine A.  Robinson is Nichols'  President,  and Mr.  Pishny and Mr.
Alvey are Nichols' Vice President and Secretary/Treasurer, respectively.

                                       7
<PAGE>
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act -- Cont'd.

Mr. Johnson,  age 44, is a member of the Board of Trustees and Chairman of Maxus
Realty  Trust,   Inc.   (formerly  known  as  Nooney  Realty  Trust,   Inc.),  a
publicly-traded  real estate  investment  trust  ("MRTI").  Mr.  Johnson also is
Chairman, Chief Executive Officer, and majority shareholder of Maxus Properties,
Inc. ("Maxus"),  a Missouri corporation located at 104 Armour Road, North Kansas
City,  Missouri 64116,  that specializes in commercial  property  management for
affiliated  owners.  Maxus  employs more than 300 people to manage 53 commercial
properties, including more than 9,000 apartment units and 600,000 square feet of
retail and office space.  Mr. Johnson is also a member of the Board of Directors
and Chairman of Maxus  Capital  Corp.  ("MCC") the managing  general  partner of
Maxus  Real  Property   Investors  -  Four,  L.P.,  a  publicly  traded  limited
partnership.

Mr. Pishny,  age 38, is a member of the Board of Trustees and President of MRTI,
and is President and Chief Operating Officer of Maxus. Mr. Pishny is responsible
for the day-to-day operations of Maxus and its managed properties. Mr. Pishny is
also a member of the Board of Directors and President of MCC.

Mr.  Alvey,  age 42, is a member of the Board of Trustees and Vice  President of
MRTI,  Executive Vice President and Chief Financial  Officer of Maxus. Mr. Alvey
is also a member of the Board of Directors of MCC.

Ms. Robinson, age 34, is Secretary of MRTI, Vice President of Administration and
Director of Investor Relations of Maxus.

Item 10. Executive Compensation

During 2000, the  Partnership  paid $106,000 in fees to related  parties (Maxus)
for property management  services.  The Partnership also paid $24,000 to Nichols
Resources,  Ltd,  for  professional  services  as  described  in  Note  4 to the
accompanying Consolidated Financial Statements.

See  Item  13(a)(i)(vii),   Notes  to  Financial  Statements,   Note  4  to  the
accompanying  Consolidated Financial Statements for a discussion of transactions
between the Registrant and certain affiliates of the General Partner.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     (a) Security Ownership of Certain Beneficial Owners.

The table  below sets  forth  each  person or entity  that has  reported  to the
Registrant  beneficial  ownership  of more than 5% of the  Registrant's  limited
partner  units as of January 31, 2001.  The  percentage of ownership is based on
9,595 limited partner units outstanding as of February 1, 2001.

                                    Amount and Nature of
Name                                Beneficial Ownership          Percentage
----                                --------------------          ----------

Bond Purchase, L.L.C                       544                        5.7%
104 Armour Road
North Kansas City, Missouri 64116

                                       8
<PAGE>
Item 11.  Security  Ownership  of Certain  Beneficial  Owners and  Management  -
Cont'd.

     (b) Security Ownership of Management.

The table shown below sets forth the number of the Registrant's  limited partner
units beneficially owned as of February 1, 2001, directly or indirectly, by each
general  partner and  executive  officer and all general  partners and executive
officers as a group.

                                        Amount and Nature of
Name                                   Beneficial Ownership (1)    Percentage(2)
----                                   ------------------------    -------------
Nichols Resources, Ltd. . . . . . .              -0-                     -
David L. Johnson (3). . . . . . . .              544                    5.7%
Daniel W. Pishny. . . . . . . . . .              -0-                     -
John W. Alvey . . . . . . . . . . .              -0-                     -
Christine A. Robinson . . . . . . .              -0-                     -
All general partners, directors
  and officers. . . . . . . . . . .              544                    5.7%
----------------

(1)  A  beneficial  owner of a  security  includes  a person  who,  directly  or
     indirectly,  has or shares voting or investment  power with respect to such
     security.  Voting  power is the power to vote or direct  the  voting of the
     security  and  investment  power is the  power to  dispose  or  direct  the
     disposition of the security.  Each person listed has stated that he, either
     alone or with his spouse,  has sole voting power and sole investment  power
     with respect to the units shown as beneficially  owned, except as otherwise
     indicated.

(2)  The percentages  represent the total number of limited partner units in the
     adjacent  column  divided by 9,595,  the  number of issued and  outstanding
     units of the Registrant on February 1, 2001.

(3)  Represents  units held by Bond  Purchase,  L.L.C.  of which Mr.  Johnson is
     approximately an 86% owner.

     (c)  Change in Control.

On July 21, 1999, in connection  with its consent  solicitation  statement filed
with the Securities and Exchange  Commission  (the "SEC") on April 21, 1999 (the
"Consent Solicitation Statement"), Nichols, a general partner of the Registrant,
obtained the written  consent of limited  partners of the  Registrant  holding a
majority of the issued and outstanding  limited  partnership units issued by the
Registrant to (i) the assignment of James R. Hoyt's and SIR Partners III, L.P.'s
general  partner  interests  to Nichols and (ii) the  appointment  of Nichols as
successor  Managing  General Partner of the Registrant.  Pursuant to the consent
solicitation, Nichols received the consent of limited partners of the Registrant
holding  4,877  units of the 9,685  units of limited  partnership  issued by the
Partnership and outstanding at the time. As a result, effective as of July 21,
1999, Nichols acquired Hoyt's and SIR Partners' general partnership interest and
is the Registrant's sole General Partner.

Nichols is a Missouri corporation, the owner of which is MJS Associates, Inc., a
Missouri  corporation.  Nichols has three directors:  David L. Johnson,  John W.
Alvey and Daniel W. Pishny. Christine A. Robinson is Nichols' President, and Mr.
Pishny  and Mr.  Alvey are  Nichols'  Vice  President  and  Secretary/Treasurer,
respectively. Nichols was formed on August 22, 1988 for the purpose of acting as

                                       9
<PAGE>
Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management  --
Cont'd.

a general partner of public real estate programs and otherwise  investing in and
dealing  with  limited   partnerships,   property  management  and  real  estate
syndications.  Currently,  Nichols' sole business is acting a general partner of
the Registrant. Prior to January, 1998, Nichols was a wholly-owned subsidiary of
the J.C.  Nichols  Company.  In January,  1998,  MJS acquired all the issued and
outstanding  shares of common  stock of Nichols from the J.C.  Nichols  Company.
Besides its ownership of stock of Nichols and other real estate  companies,  MJS
oversees construction  relating to the rehabilitation of properties,  but has no
employees.  David L.  Johnson is the  principal  shareholder  and an officer and
director of MJS.

Item 12. Certain Relationships and Related Transactions.

See  Item  13(a)(1)(vii),   Notes  to  Financial  Statements,   Note  4  to  the
accompanying Consolidated Financial Statements.


              (the remainder of this page left blank intentionally)

                                       10
<PAGE>
                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

          (a)(1) The  following  Financial   Statements  of  Secured  Investment
                 Resources Fund, L.P. III, accompany this report:

          (i)    Independent Accountants' Report

          (ii)   Consolidated Balance Sheet - December 31, 2000

          (iii)  Consolidated  Statements  of Income - Years Ended  December 31,
                    2000 and 1999

          (iv)   Consolidated  Statements of Changes in Partners'  Deficit Years
                    Ended December 31, 2000 and 1999

          (v)    Consolidated  Statements of Cash Flows Years Ended December 31,
                    2000 and 1999

          (vi)   Notes to Consolidated Financial Statements

          (a)(2) The following Exhibits are Incorporated by Reference and are an
                 integral part of this Form 10-KSB:

                                       11
<PAGE>
Exhibit
Number     Description

  (3)     (a) Amended and Restated Agreement of Limited Partnership. (ii)

          (b) Amended and Restated Certificate of Limited Partnership.

          (c) First  Amendment  to Amended and Restated  Certificate  of Limited
              Partnership.

          (d) Amendment of Certificate of Limited Partnership.

  (4)     (a) Form of Subscription Agreement. (ii)

          (b) Form of Certificate evidencing units. (i)

  (10)    (a) Management Agreement between the Partnership and Maxus Properties,
              Inc. dated January 1, 2001.

          (b) Escrow Agreement between the Partnership and The Mission Bank. (i)

          (c) Real  Estate  Contract  of Sale for The  Greenhills  Bicycle  Club
              (formerly Candlewyck Apartments). (iii)

          (d) Deed of Trust and  Promissory  Notes for  Greenhills  Bicycle Club
              (formerly Candlewyck Apartments). (iv)

          (e) Multifamily  Note dated February 22, 2001 between the Partnership,
              as Borrower, and NorthMarq Capital, Inc., as Lender.

          (f) Multifamily  Deed of  Trust,  Assignment  of  Rents  and  Security
              Agreement  dated  February  22,  2001  among the  Partnership,  as
              grantor,  Assured Quality Title Company, as trustee, and NorthMarq
              Capital, Inc., as beneficiary.

          (g) Management Fee Collection  Agreement dated February 22, 2001 among
              NorthMarq  Capital,  Inc., the Partnership  and Maxus  Properties,
              Inc.

          (h) Limited Guaranty dated February 22, 2001 by MJS Associates,  Inc.,
              for the benefit of NorthMarq Capital, Inc.

  (16)    (a) Letter regarding change in certifying accountant. (iv)

  (25)    (a) Power of Attorney. (i)

                                       12
<PAGE>

(i)     Previously filed on September 13, 1988 as an Exhibit to the Registration
        Statement on Form S-11 (file no. 3324235) such Exhibit and  Registration
        Statement incorporated herein by reference.

(ii)    Previously  filed  on  December  7,  1988  as part  of  Amendment  #1 to
        Registration Statement and incorporated herein by reference.

(iii)   Previously  filed as an  exhibit  to a current  report on Form 8-K dated
        October  30,  1989  which  exhibit  and Form is  incorporated  herein by
        reference.

(iv)    Previously  filed as an exhibit  to an annual  report on Form 10-K dated
        December  31,  1998 which  exhibit  and Form is  incorporated  herein by
        reference.

(v)     Previously  filed  as  an  exhibit  to a  current  report  on  Form  8-K
        (Amendment  No.1)  dated  December  1, 1998  which  exhibit  and Form is
        incorporated herein by reference.

(vi)    Previously  filed as an exhibit  to an annual  report or Form 10-K dated
        December  31,  1999  which  exhibit  and  Form is  incorporated  here by
        reference.

(b)     Report on Form 8-K filed during the fourth quarter. None

              (the remainder of this page left blank intentionally)

                                       13
<PAGE>
                                   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.

                                     Secured Investment Resources
                                     Fund, L.P., III, a Missouri limited
                                     partnership (Registrant)

Date: March 14, 2001                 By: Nichols Resources, Ltd., its
                                         general partner

                                     By: /s/ Christine A. Robinson
                                             Christine A. Robinson
                                             President

Pursuant to the  requirements  of the  Securities  Exchanged  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant in the capacities and on the dates indicated:



/s/ David L. Johnson            Director of Nichols             March 14, 2001
    David L. Johnson            Resources, Ltd., a
                                corporate general partner
                                of the Registrant

/s/ John W. Alvey               Director of Nichols             March 14, 2001
/s/ John W. Alvey               Resources, Ltd., a
                                corporate general partner
                                of the Registrant

/s/ Daniel W. Pishny            Director of Nichols             March 14, 2001
    Daniel W. Pishny            Resources, Ltd., a
                                corporate general partner
                                of the Registrant

                                       14

<PAGE>
                   Secured Investment Resources Fund, L.P. III
                                 (A Partnership)

            Accountants' Report and Consolidated Financial Statements

                           December 31, 2000 and 1999





                                   [BKD Logo]
                                       BKD
                              Baird, Kurtz & Dobson

<PAGE>
                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                           DECEMBER 31, 2000 AND 1999


                                    CONTENTS

                                                                           Page

INDEPENDENT ACCOUNTANTS' REPORT.....................................        F-1

CONSOLIDATED FINANCIAL STATEMENTS
     Balance Sheet..................................................        F-2
     Statements of Income...........................................        F-3
     Statements of Changes in Partners' Deficit.....................        F-4
     Statements of Cash Flows.......................................        F-5
     Notes to Financial Statements..................................        F-6

<PAGE>
                         Independent Accountants' Report

The Partners
Secured Investment Resources Fund, L.P. III
Kansas City, Missouri


   We  have  audited  the  consolidated  balance  sheet  of  SECURED  INVESTMENT
RESOURCES  FUND,  L.P. III (A  Partnership)  as of December  31,  2000,  and the
related consolidated statements of income, changes in partners' deficit and cash
flows for each of the two years then ended.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of SECURED
INVESTMENT  RESOURCES FUND, L.P. III (A  Partnership),  as of December 31, 2000,
and the results of its  operations  and its cash flows for each of the two years
in the period ended  December 31, 2000 in  conformity  with  generally  accepted
accounting principles.



                                                   \s\  BAIRD, KURTZ & DOBSON

Kansas City, Missouri
January 17, 2001, except for Note 3
   as to which the date is
   February 22, 2001

                                      F-1

<PAGE>
                  SECURED INVESTMENT RESOURCES FUND, L.P. III
                                (A Partnership)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000
                                     ASSETS
INVESTMENT PROPERTIES                                             $  6,567,000
                                                                    ----------
RESTRICTED DEPOSITS                                                     81,000
                                                                    ----------
CASH                                                                   218,000
                                                                    ----------
TEMPORARY INVESTMENTS                                                  240,000
                                                                    ----------
OTHER ASSETS
     Prepaid expenses and deposits                                     291,000
     Debt issuance costs, less accumulated
        Amortization of $285                                            36,000
                                                                    ----------
                                                                       327,000
                                                                    ----------
      TOTAL ASSETS                                                $  7,433,000
                                                                    ==========
                        LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
     Mortgage payable                                           $    7,820,000
     Accounts payable and accrued expenses                              65,000
     Accrued management fees - General Partner                          24,000
     Accrued interest                                                   59,000
     Unearned revenue                                                    3,000
     Tenant security deposits                                           73,000
                                                                    ----------
                  Total Liabilities                                  8,044,000
                                                                    ----------
PARTNERS' DEFICIT
     General Partner (4 units authorized
         and outstanding)
              Capital contributions                                      2,000
              Partnership deficit                                      (45,000)
                                                                    ----------
                                                                       (43,000)
                                                                    ----------
     Limited Partners (60,000 units authorized;
         9,595 units outstanding)
              Capital contributions                                  3,896,000
              Partnership deficit                                   (4,464,000)
                                                                    ----------
                                                                      (568,000)
                                                                    ----------
                  Total Partners' Deficit                             (611,000)
                                                                    ----------
                  TOTAL LIABILITIES AND PARTNERS' DEFICIT       $    7,433,000
                                                                    ==========

See Notes to Consolidated Financial Statements

                                       F-2
<PAGE>
                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                        CONSOLIDATED STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                    2000               1999
                                                 ----------         ---------
REVENUES
     Rents                                       $ 1,991,000      $ 1,865,000
     Other income                                    164,000          117,000
                                                 -----------      -----------
                                                   2,155,000        1,982,000
                                                 -----------      -----------

OPERATING AND ADMINISTRATIVE
     EXPENSES
         Property operating expenses                 630,000          611,000
         General and administrative expenses         180,000          158,000
         Professional fees                            44,000           78,000
         Management fees                             130,000          116,000
         Depreciation and amortization               449,000          451,000
                                                 -----------      -----------
                                                   1,433,000        1,414,000
                                                 -----------      -----------

OPERATING INCOME                                     722,000          568,000
                                                 -----------      -----------

OTHER INCOME (EXPENSE)
     Interest expense                               (708,000)        (713,000)
     Interest income                                  23,000           11,000
                                                 -----------      -----------
                                                    (685,000)        (702,000)
                                                 ------------     ------------

NET INCOME (LOSS)                                $    37,000      $  (134,000)
                                                 ===========      ============


ALLOCATION OF INCOME (LOSS)
     General Partner                             $         0      $    (1,000)
     Limited Partners                                 37,000         (133,000)
                                                 -----------      ------------

                                                 $    37,000      $  (134,000)
                                                 ===========      ============

PARTNERSHIP INCOME (LOSS) PER
     LIMITED PARTNERSHIP UNIT                    $      3.83      $    (13.73)
                                                 ===========      ============

See Notes to Consolidated Financial Statements

                                        F-3
<PAGE>
                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                          General       Limited
                                         Partners       Partners        Total
                                       -----------    ------------    ---------

PARTNERS' DEFICIT, DECEMBER 31, 1998   $  (42,000)    $  (453,000)  $  (495,000)

     Partnership loss                      (1,000)       (133,000)     (134,000)
                                       -----------    ------------  ------------

PARTNERS' DEFICIT, DECEMBER 31, 1999      (43,000)       (586,000)     (629,000)

     Repurchase of partnership units                      (19,000)      (19,000)

     Partnership income                                    37,000        37,000
                                       -----------    ------------  ------------

PARTNERS' DEFICIT, DECEMBER 31, 2000   $  (43,000)    $  (568,000)  $  (611,000)
                                       ===========    ============  ============


See Notes to Consolidated Financial Statements

                                       F-4
<PAGE>

                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
<S>                                                            <C>                 <C>
                                                               2000                1999
                                                          ------------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                    $     37,000         $ (134,000)
     Items not requiring cash:
        Depreciation and amortization                          449,000            451,000
     Changes in:
        Rent and other receivables                              (1,000)             2,000
        Prepaid expenses and deposits                            1,000             (7,000)
        Accounts payable and accrued expenses                    4,000             19,000
        Unearned revenue                                        (1,000)           (21,000)
        Accrued interest                                                           (1,000)
        Tenant security deposits                                                    2,000
                                                          ------------         -----------
              Net cash provided by operating activities        489,000            311,000
                                                          ------------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Net change in restricted deposits                          36,000             38,000
     Purchase of temporary investments                        (240,000)
     Purchase of property and equipment                        (67,000)           (53,000)
                                                          -------------        -----------
              Net cash used in investing activities           (271,000)           (15,000)
                                                          -------------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on long-term debt                      (75,000)           (68,000)
     Loan commitment deposit                                  (264,000)
     Repurchase of Partnership units                           (19,000)
                                                          -------------        -----------
              Net cash used in financing activities           (358,000)           (68,000)
                                                          -------------        -----------

INCREASE (DECREASE) IN CASH                                   (140,000)           228,000

CASH, BEGINNING OF YEAR                                        358,000            130,000
                                                          ------------         -----------

CASH, END OF YEAR                                         $    218,000         $  358,000
                                                          ============         ===========
</TABLE>

See Notes to Consolidated Financial Statements

                                        F-5
<PAGE>

                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999


NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

   Secured Investment Resources Fund, L.P. III (the "Partnership") is a Missouri
limited  partnership  formed  pursuant to the Missouri  Revised  Uniform Limited
Partnership  Act on April 20, 1988.  The  Partnership  has an  investment in one
apartment  complex in the  Metropolitan  Kansas City,  Missouri area. It extends
unsecured credit,  subject to security deposits,  to its tenants.  Tenant leases
are  generally  subject to annual  renewals.  The General  Partner's and Limited
Partners'  interest in Partnership  earnings or loss initially amounts to 1% and
99%,  respectively.  At such  point in time cash  distributions  to the  Limited
Partners  equal their original  invested  capital plus interest at a rate of the
greater of 12% (14% for those investors who subscribed for units on or before 90
days after  December 7, 1988) or the  increase in the  Consumer  Price Index per
annum, cumulative  non-compounded on their adjusted invested capital, net income
or loss will be  allocated  15% to the  General  Partner  and 85% to the Limited
Partners.  Upon dissolution of the Partnership,  the General Partner must have a
capital account greater than or equal to 1.01% of the original invested capital.
If a  deficiency  exists,  the  General  Partner  will be  required  to fund the
necessary amounts.

Use of Estimates

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Partnership  Income (Loss) Per Limited Partnership Unit

   Partnership  income  (loss)  per  limited  partnership  unit is  computed  by
dividing the income  (loss)  allocated  to the Limited  Partners by the weighted
average number of limited  partnership  units sold. The per unit information has
been computed  based on 9,655 and 9,685  weighted  average  limited  partnership
units outstanding for the years ended December 31, 2000 and 1999, respectively.

Principles of Consolidation

   The  Partnership is the sole Limited  Partner of a single asset  partnership,
Bicycle Club Joint Venture,  L.P. The consolidated  financial statements include
the  accounts  of the  Partnership  and Bicycle  Club Joint  Venture,  L.P.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

                                       F-6
<PAGE>

                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

Temporary Investments

   Temporary  investments  consist  primarily of investments in  certificates of
deposit with various financial  institutions,  with maturities  ranging from six
months  to three  years.  Temporary  investments  are  carried  at  cost,  which
approximates fair value.

Depreciation and Amortization

   Depreciation and amortization methods and lives are as follows:

                                       Estimated
                                      Useful Life              Method
                                      -----------              ------
Building and land improvements          30 years            Straight-line
Equipment                                5 years            Straight-line

   Debt issue costs are being  amortized over the lives of the related  mortgage
note using a method that approximates the interest method.  Amortization expense
was $63,000 for each of the years ended December 31, 2000 and 1999.

Income Taxes

   Income taxes on the income of the  Partnership  are assumed by the individual
partners.  Therefore,  no  provision  for  income  taxes  is  reflected  in  the
accompanying consolidated financial statements.

Restricted Deposits

   Restricted  deposits  consist of cash accounts held for debt service payments
and repair and replacement costs.

Disclosures about Fair Value of Financial Instruments

   For temporary  investments,  the carrying amount is a reasonable  estimate of
fair value as of December 31,  2000.  For the  mortgage  payable,  fair value is
estimated based on the borrowing  rates  currently  available to the Partnership
for bank loans with similar  terms and  maturities.  The  carrying  value of the
mortgage payable approximates fair value as of December 31, 2000.

                                        F-7

<PAGE>

                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999


NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

Future Changes in Accounting Principle

   The Financial  Accounting  Standards  Board ("FASB") has issued  Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging Activities ("SFAS 133"). This Statement, as amended by SFAS No. 137,
requires all  derivatives  to be recorded on the balance sheet at fair value and
establishes  standard  accounting  methodologies  for  hedging  activities.  The
standard will result in the  recognition of offsetting  changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive  income
in the same period. The Statement is effective for Secured Investment  Resources
Fund,  L.P.  III's  fiscal  year  ending  December  31,  2001.  Because  Secured
Investment  Resources Fund, L.P. III does not hold derivative  instruments,  the
adoption of this  Statement  is not  expected  to have a material  impact on the
consolidated financial statements.


NOTE 2:  INVESTMENT PROPERTIES

   Major  classifications of investment  properties at December 31, 2000, stated
at cost, are as follows:

      Greenhills Bicycle Club Apartments                  $   11,314,000
        Office Equipment                                          12,000
                                                              ----------
                                                              11,326,000
      Less accumulated depreciation                            4,759,000
                                                              ----------

                                                          $    6,567,000
                                                              ==========

   Depreciation  expense was $386,000 and $388,000 for the years ended  December
31, 2000 and 1999, respectively.

                                       F-8
<PAGE>
                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

NOTE 3:  MORTGAGE PAYABLE

                                                               2000
   Real Estate Mortgage:
     Greenhills Bicycle Club Apartments (A)               $  7,820,000
                                                          ============

   (A)  Mortgage  payable,  bank,  original  balance of  $8,100,000,  payable in
        monthly  installments of $65,000 including  principal and interest.  Due
        August 2001 with interest at 9%; collateralized by investment property.

   On February 22, 2001, the Partnership  refinanced the mortgage  payable.  The
terms of the new  mortgage  loan  provide  for  borrowings  of  $8,350,000  with
interest  only at 6.91% for seven  years.  Included in deposits at December  31,
2000, are loan origination fees of $264,000 related to the new mortgage loan.


NOTE 4:  RELATED PARTY TRANSACTIONS

   On  January 1,  1999,  the  Partnership  entered  into a property  management
agreement with Maxus  Properties,  Inc.  ("Maxus"),  an affiliate of the current
general partner,  Nichols  Resources,  Ltd.  ("Nichols") The sole shareholder of
Nichols  is MJS  Associates,  Inc.  ("MJS"),  a Missouri  corporation.  David L.
Johnson is the principal  shareholder  and an executive  officer and director of
MJS. David L. Johnson is also the majority  shareholder and an executive officer
and director of Maxus. Under this agreement, Maxus provides management and other
services for the Partnership  similar to those services  described above.  Maxus
receives a management fee of 5% of the monthly gross receipts, as defined in the
agreement.  Management  fees  totaled  $106,000 and $100,000 for the years ended
December 31, 2000 and 1999, respectively.

   The General Partner is also entitled to receive a Partnership  Management Fee
equal to 5% of total  operating  cash flows (as defined) for managing the normal
operations of the Partnership.  Partnership  management fees amounted to $24,000
and $16,000 for the years ended December 31, 2000 and 1999, respectively.


NOTE 5:  CASH DISTRIBUTIONS

   No distributions have been made to the general or limited partners since July
1990.  Future  distributions,  if any,  will be made from  excess  cash flow not
needed for capital improvement or working capital purposes.

                                       F-9
<PAGE>
                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                                 (A Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

NOTE 6:  ADDITIONAL CASH FLOWS INFORMATION

Additional Cash Payment Information                      2000             1999
                                                         ----             ----
     Interest paid                                  $  708,000       $  714,000


                                       F-10