UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

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


For the quarter period ended:  June 30, 2005
                               -------------


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

For the transition period from                     to
                               ------------------      ------------------

                        Commission file number 000-13754


                            MAXUS REALTY TRUST, INC.
                          -- -------------------------
        (Exact name of small business issuer as specified in its charter)

             Missouri                                    43-1339136
-------------------------------                -----------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

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


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

State the  number of shares  outstanding  of the  Trust's  sole  class of common
equity, $1.00 par value common stock, as of June 30, 2005: 1,299,000





                                       1
<PAGE>



INDEX


                                                                            Page
PART I -     FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS:
             Consolidated Balance Sheets                                       3
             Consolidated Statements of Operations                             4
             Consolidated Statements of Cash Flows                             5

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR
             PLAN OF OPERATION                                                10

ITEM 3.      CONTROLS AND PROCEDURES                                          18

PART II -    OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS                                                18
ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS      19
ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                                  19
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              19
ITEM 5.      OTHER INFORMATION                                                19
ITEM 6.      EXHIBITS                                                         19

SIGNATURES                                                                    20
EXHIBIT INDEX                                                                 21






                                       2
<PAGE>





PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            MAXUS REALTY TRUST, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                     June 30,       December 31,
                      Assets                                                           2005            2004
                                                                                   (Unaudited)
Investment property
     Land                                                              $            1,355,000        1,355,000
     Buildings and improvements                                                    35,674,000       35,641,000
     Personal property                                                              2,740,000        2,606,000
                                                                                  -----------      -----------
                                                                                   39,769,000       39,602,000

     Less accumulated depreciation                                                 (4,937,000)      (4,083,000)
                                                                                  -----------      -----------

              Total investment property, net                                       34,832,000       35,519,000

Cash                                                                                3,268,000        3,860,000
Escrows and reserves                                                                1,107,000        1,125,000
Note receivable                                                                     4,112,000        4,133,000
Accounts receivable                                                                    54,000            3,000
Prepaid expenses and other assets                                                     399,000          242,000
Intangible assets (net)                                                                 9,000           94,000
Deferred expenses, less accumulated amortization                                      383,000          423,000
                                                                                  -----------      -----------
              Total assets of continuing operations                                44,164,000       45,399,000
Assets of discontinued operations - property held for sale                              5,000            4,000
                                                                                  -----------      -----------
              Total assets                                             $           44,169,000       45,403,000
                                                                                  ===========      ===========

                 Liabilities and Shareholders' Equity

Liabilities:
     Mortgage notes payable                                            $           27,595,000       27,824,000
     Note payable                                                                   4,112,000        4,133,000
     Accounts payable, deferred rent and accrued expenses (note 5)                    650,000          623,000
     Real estate taxes payable                                                        396,000          394,000
     Refundable tenant deposits                                                       185,000          177,000
     Other accrued liabilities                                                        934,000        1,047,000
                                                                                  -----------      -----------
              Total liabilities                                                    33,872,000       34,198,000
                                                                                  -----------      -----------

Minority interest                                                                     149,000          152,000
Shareholders' equity:
     Common stock, $1 par value; Authorized 5,000,000 shares, issued and
        outstanding 1,299,000 and 1,294,000 shares
        at June 30, 2005 and December 31, 2004, respectively                        1,299,000        1,294,000
     Preferred Stock, $0.01 par value; Authorized 5,000,000 shares,
        no shares issued and outstanding at June 30, 2005 (note 2)                        ---              ---
     Additional paid-in capital                                                    17,953,000       17,899,000
     Distributions in excess of accumulated earnings                               (9,104,000)      (8,140,000)
                                                                                  -----------      -----------
              Total shareholders' equity                                           10,148,000       11,053,000
                                                                                  -----------      -----------
                                                                       $           44,169,000       45,403,000
                                                                                  ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.




                                       3
<PAGE>



                            MAXUS REALTY TRUST, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                          Three Months Ended                  Six Months Ended
                                                      June 30,          June 30           June 30,        June 30
                                                        2005             2004               2005           2004
                                                        ----             ----               ----           ----
Income
Revenues:
   Rental                                              1,588,000       1,195,000        3,150,000         2,322,000
   Other                                                 218,000         184,000          431,000           354,000
                                                     -----------     -----------      -----------       -----------

           Total revenues                              1,806,000       1,379,000        3,581,000         2,676,000
                                                      -----------     -----------      -----------       -----------
Expenses:
   Depreciation and amortization                         475,000         323,000          978,000           621,000
   Repairs and maintenance                               252,000         191,000          472,000           356,000
   Turn costs and leasing                                117,000          77,000          215,000           139,000
   Utilities                                             125,000          87,000          259,000           175,000
   Real estate taxes                                     133,000          85,000          257,000           165,000
   Insurance                                              83,000          76,000          173,000           134,000
   Property management fees - related parties             90,000          68,000          177,000           130,000
   Other operating expenses                              241,000         189,000          470,000           372,000
   General and administrative                            121,000          88,000          231,000           188,000
                                                     -----------     -----------      -----------       -----------
           Total operating expenses                    1,637,000       1,184,000        3,232,000         2,280,000
                                                     -----------     -----------      -----------       -----------

           Net operating income                          169,000         195,000          349,000           396,000
                                                     -----------     -----------      -----------       -----------

   Interest income                                      (163,000)         (4,000)        (308,000)           (7,000)
   Interest expense                                      549,000         303,000        1,083,000           574,000
                                                     -----------     -----------      -----------       -----------
   Loss before minority interest and
       discontinued operations                          (217,000)       (104,000)        (426,000)         (171,000)

   Income (loss) from discontinued operations            (64,000)         42,000          112,000            80,000
   Minority interest                                       3,000           1,000            3,000             1,000
                                                     -----------     -----------      -----------       -----------

           Net loss                                $    (278,000)        (61,000)        (311,000)          (90,000)
                                                     ===========     ===========      ===========       ===========

Per share data (basic and diluted):
   Loss from continuing operations                 $        (.17)           (.08)            (.33)             (.14)
   Income (loss) from discontinued operations               (.05)            .03              .09               .06
                                                     -----------     -----------      -----------       -----------

           Total                                   $        (.22)           (.05)            (.24)             (.08)
                                                     ===========     ===========      ===========       ===========

   Distributions paid in current year              $         .25             .25              .50               .50
                                                     ===========     ===========      ===========       ===========

   Weighted average shares outstanding                 1,297,000       1,251,000        1,296,000         1,246,000
                                                     ===========     ===========      ===========       ===========
</TABLE>


See accompanying notes to consolidated financial statements.





                                       4
<PAGE>



                            MAXUS REALTY TRUST, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                             Six Months Ended
                                                                                         June 30,          June 30,
                                                                                           2005              2004
                                                                                           ----             -----
Cash flows from operating activities:
   Net loss                                                                        $    (311,000)           (90,000)
   Adjustments to reconcile net loss to net
     cash provided by operating activities of continuing operations:
       Income from discontinued operations                                              (112,000)           (80,000)
       Minority interest                                                                  (3,000)            (1,000)
       Depreciation and amortization                                                     978,000            619,000
       Changes in accounts affecting operations:
           Accounts receivable                                                           (51,000)          (115,000)
           Prepaid expenses and other assets                                            (136,000)           (43,000)
           Escrows and reserves                                                           18,000           (177,000)
           Accounts payable and other liabilities                                         36,000            150,000
                                                                                     -----------        -----------
               Net cash provided by operating activities of continuing operations        419,000            263,000
               Net cash provided by discontinued operations                                  ---            172,000
                                                                                     -----------        -----------
               Net cash provided by operating activities                                 419,000            435,000

Cash flows from investing activities:
               Acquisition of Terrace Apartments                                             ---           (193,000)
               Purchase of available for sale securities                                 (21,000)               ---
               Capital expenditures                                                     (167,000)          (163,000)
                                                                                     -----------        -----------
               Net cash used in investing activities                                    (188,000)          (356,000)

Cash flows from financing activities:
       Principal payments on mortgage notes payable                                     (250,000)          (146,000)
       Proceeds from notes issued                                                         21,000          2,250,000
       Issuance of common stock                                                           59,000            568,000
       Distributions paid to shareholders                                               (653,000)          (623,000)
                                                                                     -----------        -----------
               Net cash used in financing activities
                  of continuing operations                                              (823,000)         2,049,000
               Net cash used in financing activities
                  of discontinued operations                                                 ---            (18,000)
                                                                                     -----------        -----------
               Net cash used in (provided by) financing activities                      (823,000)         2,031,000
                                                                                     -----------        -----------

                Net decrease (increase) in cash                                         (592,000)         2,110,000

Cash, beginning of period                                                              3,860,000            861,000
                                                                                     -----------        -----------
Cash, end of period                                                                $   3,268,000          2,971,000
                                                                                     ===========        ===========
Supplemental disclosure of cash flow information -
   cash paid during the six-month period for interest (includes interest
       paid for discontinued operations in 2004)                                   $   1,083,000            750,000
                                                                                     -----------        -----------

Items assumed in connection with acquisition of investment properties
     Investment property and other assets                                                    ---          2,047,000
     Mortgage notes payable and other liabilities                                            ---          1,650,000
</TABLE>

See accompanying notes to consolidated financial statements.




                                       5
<PAGE>



                            MAXUS REALTY TRUST, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004
                                   (UNAUDITED)

(1) Summary of Significant Accounting Policies

Refer to the financial  statements  of Maxus Realty Trust,  Inc. (the "Trust" or
"Registrant")  for the year ended December 31, 2004,  which are contained in the
Trust's  Annual  Report on Form  10-KSB,  for a  description  of the  accounting
policies, which have been continued without change. Also, refer to the footnotes
to those statements for additional  details of the Trust's financial  condition.
The  details  in those  notes  have not  changed  except  as a result  of normal
transactions  in the  interim.  In the opinion of  management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations  and cash flows at June 30, 2005
and for all periods  presented  have been made.  The  results for the  six-month
period ended June 30, 2005 are not  necessarily  indicative of the results which
may be expected for the entire year. The historical  financial  statements as of
December  31, 2004 and for the three and six month  periods  ended June 30, 2004
have been reclassified to present discontinued operations,  as further described
in Note 5.

Prior  period  amounts  have been  reclassified  to conform to the current  year
presentation.

(2) Organization

The Trust is now  structured  as what is  commonly  referred  to as an  umbrella
partnership REIT, or UPREIT, structure. To effect the UPREIT restructuring,  the
Trust formed Maxus Operating Limited Partnership, a Delaware limited partnership
("MOLP"),  to which the Trust  contributed all of its assets,  in exchange for a
99.999%  partnership  interest in MOLP and the  assumption by MOLP of all of the
Trust's  liabilities.  The Trust now conducts and intends to continue to conduct
all of its activities through MOLP. MOLP is the sole member of limited liability
companies  that own all of the Trust's  properties.  Maxus  Realty GP,  Inc.,  a
Delaware  corporation  that is wholly  owned by the Trust,  is the sole  general
partner of MOLP and has a 0.001%  interest in MOLP. As the sole general  partner
of MOLP,  Maxus  Realty GP, Inc.  generally  has the  exclusive  power under the
partnership  agreement  to manage and conduct the  business of MOLP,  subject to
certain limited approval and voting rights of the limited partners.

Pursuant  to  MOLP's  limited  partnership  agreement,  MOLP may  issue  limited
partnership operating units (and corresponding limited partnership interests) in
return for cash or other property that is  contributed to MOLP.  Holders of MOLP
limited  partnership  operating  units may redeem  the units (and  corresponding
limited partnership  interests) in return for the issuance of the Trust's common
stock or cash, at the Trust's election,  after a one (1) year holding period. At
June 30, 2005, the Trust owned  approximately  99.09% of the limited partnership
interests in MOLP and minority holders of MOLP owned 11,455 limited  partnership
operating units, or approximately  .91% of MOLP. The 11,455 limited  partnership
operating  units were issued in connection  with the  acquisition of the Terrace
Apartments in April 2004.

On May 10, 2005, the shareholders  approved an amendment to Article Three of the
Trust's Articles of Incorporation that authorized  5,000,000 shares of preferred
stock commonly  referred to as "blank check"  preferred  stock.  The term "blank
check"  refers  to  preferred  stock,  the  creation  and  issuance  of which is
authorized in advance by the shareholders and the terms,  rights and features of
which are  determined  by the Trust's  Board of  Trustee's  upon  issuance.  The
authorization  of such  preferred  stock  would  permit the Board of Trustees to
authorize and issue preferred stock from time to time in one or more series.

(3) Segment Reporting

The Trust  aggregates the financial  information of all its properties  into one
reportable   segment   because  the   properties   all  have  similar   economic
characteristics  and provide  similar  services to similar  types and classes of
customers.

(4) Property Acquisitions


                                       6
<PAGE>


In  accordance  with SFAS No. 141,  the Trust has  determined  the fair value of
acquired in-place leases, which consist of the following:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                       June 30, 2005         December 31, 2004
                                                                       -------------         -----------------
In-place leases, net of accumulated amortization of
     $287,000 and $202,000 respectively                           $           9,000                  94,000
                                                                        -----------             -----------
Total intangible assets, net                                      $           9,000                  94,000
                                                                        ===========             ===========
</TABLE>

In place  leases,  net at June 30, 2005 and December  31, 2004 relate  solely to
three apartment complexes purchased in 2004.

Amortization  expense for 2005 is expected to be $94,000,  of which  $85,000 was
recognized in the period ended June 30, 2005.

Acquisition of Apartments

On  September  1, 2004,  the Trust,  through  two of the  Trust's  wholly  owned
subsidiaries of its operating limited  partnership,  MOLP,  acquired The Waverly
Apartments ("Waverly"), a 128-unit apartment complex located in Bay Saint Louis,
Mississippi,  and Arbor Gate  Apartments  ("Arbor Gate"),  a 120-unit  apartment
complex located in Picayune,  Mississippi, for a purchase price of approximately
$9,400,000  from an unrelated  third party.  The  purchase  price was  allocated
$3,948,000  to Arbor Gate and  $5,452,000  to Waverly.  In  connection  with the
purchase  of Arbor Gate,  the Trust paid cash of  approximately  $1,028,000  and
acquired financing of $3,080,000 with monthly payments of approximately $24,000.
In  connection  with  the  acquisition  of  Waverly,  the  Trust  paid  cash  of
approximately  $1,380,000  and acquired  financing of  $4,250,000,  with monthly
payments of approximately  $35,000. The cash paid includes cash used to fund tax
and insurance escrows required by the Lender.  Each mortgage loan bears interest
at a variable  rate of 2.25% over the one month  Reference  Bill (R) Index Rate,
with a maximum  rate cap of 6.25% and is due and payable on  September  1, 2011.
The rate at June 30, 2005 was 5.12% for Arbor Gate and 5.11% for Waverly.

The table below  presents the proforma  results of operations of the Trust as if
the acquisitions (and disposition of ACI as described in note 5) had occurred at
January 1, 2004 (unaudited).

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                   Three Months Ended          Six  Months Ended
                                                                        June 30,                    June 30
                                                                         2004                         2004
                                                                     -----------                  -----------
Total revenue                                                          1,787,000                    3,549,000

Net income (loss)                                               $        744,000                    2,468,000
                                                                     ===========                  ===========

Per share data (basic and diluted):
   Net income (loss)                                            $            .59                         1.98
                                                                     ===========                  ===========
</TABLE>


This proforma  information does not purport to be indicative of the results that
actually would have been obtained if the transactions  had actually  occurred at
the beginning of 2004, and is not intended to be a projection of future results.

(5) Property Disposition

Sale of ACI

The Trust follows the provisions of Statement of Financial  Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). The Trust has reclassified its Consolidated  Statements of Operations and
Consolidated Statement of Cash Flows for the three and six months ended June 30,
2004 in  compliance  with SFAS 144 to reflect  discontinued  operations  of ACI,
which was classified as held for sale on August 25, 2004. This  reclassification
has no impact on the Trust's net income or net income per share.  This  property
was previously included in the commercial buildings segment. The Trust no longer
has separate reportable

                                       7
<PAGE>

segments.  On August 25, 2004,  the Trust sold ACI to an unrelated  third party.
The sales price was  $8,202,500.  After  deducting costs of the sale and the net
book  value  of the  assets  sold,  the  sale  resulted  in a net  book  gain of
approximately   $2,116,000  and  provided  approximately   $3,791,000  net  sale
proceeds.  Accounting rules required the Trust to defer approximately $1,100,000
in sales  proceeds,  which  represents  the make  whole  payment  that  would be
required if the lender  accelerated  the obligation at the time of the sale. The
net book gain on sale has been reduced by this amount. The make whole payment is
included in other accrued liabilities and is further described in Note 6.

Operating information for ACI for the three and six month periods ended June 30,
2005 and 2004 is set forth below:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                  Three Months Ended:                  Six Months Ended:
                                            June 30, 2005    June 30, 2004      June 30, 2005      June 30, 2004
                                            -------------    -------------      -------------      -------------

Total revenue                             $             ---         234,000                   ---          468,000
Depreciation and amortization                           ---          60,000                   ---          121,000
Real estate taxes                                       ---          29,000                   ---           57,000
Property management fees                                ---           8,000                   ---           17,000
Other                                                   ---           4,000                   ---           11,000
                                                -----------     -----------           -----------      -----------
     Total operating expenses                           ---         101,000                   ---          206,000
                                                -----------     -----------           -----------      -----------
    Net operating income                                ---         133,000                   ---          262,000
                                                -----------     -----------           -----------      -----------
    Interest expense                                    ---          91,000                   ---          182,000
                                                -----------     -----------           -----------      -----------
Net income before gain (loss) on sale     $             ---          42,000                   ---           80,000
                                                -----------     -----------           -----------      -----------

Adjustment of make whole premium                     64,000             ---              (112,000)             ---
                                                -----------     -----------           -----------      -----------
Income from discontinued operations                 (64,000)         42,000               112,000           80,000
                                                ===========     ===========           ===========      ===========
Income from discontinued operations
    before minority interest per share    $            (.05)            .03                   .09              .06
                                                ===========     ===========           ===========      ===========
</TABLE>

(6) Contingencies

On August 25, 2004,  ACI  Financing,  L.L.C.,  a  subsidiary  of the Trust ("ACI
Financing"),  sold the ACI  Building,  an  office  building  located  in  Omaha,
Nebraska (the "ACI Building"),  to an unrelated third party, FOR 1031 Omaha LLC,
an Idaho limited liability company ("FOR 1031").

As a result of the sale in 2004,  the  Trust  recorded  a gain of  approximately
$2,116,000  after  deducting the costs of the sale and the net book value of the
assets  sold.  Accounting  rules  required  the  Trust  to  defer  approximately
$1,100,000 in sales proceeds. The net book gain was reduced by this amount. This
amount  represents the Make Whole Premium that would be presently be required if
the Lender  accelerated  the  obligation at the time of the sale. The difference
obtained by  subtracting  the current amount of the loan from the present value,
calculated in accordance with the Trust's policies,  is the current value of the
Make Whole Premium. The  period-to-period  change in the value of the Make Whole
Premium  is  recorded  in  discontinued  operations  for the period in which the
change occurs.  Increases in the calculated amount of the Make Whole Premium are
represented as decreases in income from discontinued operations and decreases in
the calculated  amount of the Make Whole Premium are represented as increases in
income from  discontinued  operations.  If the Lender does not  accelerate  this
obligation  and it is paid pursuant its regular  schedule,  the amount  deferred
will be  amortized  to  income  over the  remaining  term of the  obligation  in
accordance with the Trust's  policies.  The balance of the Make Whole Premium at
June 30, 2005 is $935,000 and is presented in other accrued liabilities.

Interest  income and  interest  expense of $130,000 and $263,000 is reflected in
the financial  statements  for the three and six month  periods  ending June 30,
2005,  representing the aggregate interest and default interest on the loan paid
by FOR 1031 to ACI Financing.

Under an executed real estate contract,  a $97,000 earnest money deposit for the
purchase of Carrington  Apartments  during 2004 was made by the Trust. The Trust
was unable to obtain  lender  approval  for  assumption  of the current  loan in
connection with the purchase and, as a result, the transaction did not close. As
a result,  the seller believes the Trust should forfeit the deposit.  The seller
did  reimburse  the Trust $7,000 for fees  associated  with the loan  assumption
process. The Trust believes that it fulfilled its obligations under the contract
and that the remaining deposit should be returned to the Trust. As a result, the
$90,000  deposit  has been placed  with the court for


                                       8
<PAGE>

resolution. A motion for summary judgment has been filed by the Trust contending
that as a matter of law,  they are entitled to a full return of the escrow.  The
opposing party also filed a motion for summary judgment. Both motions are before
the court  awaiting a judicial  resolution.  Management  believes the Trust will
ultimately  prevail  and  receive the funds;  however,  it is possible  that the
escrow could be forfeited.  If the Trust forfeits the deposit,  it will record a
loss of $90,000 in the period in which the deposit is forfeited.

(7) Investments

The Trust applies SFAS No. 115,  Accounting for Certain  Investments in Debt and
Equity  Securities ("SFAS 115") for its investments in equity  securities.  Upon
acquisition,  the Trust classifies its equity  securities as available for sale.
This  classification  is evaluated at each reporting  date.  Unrealized  holding
gains and losses for  available for sale  securities  are excluded from earnings
and reported as other  comprehensive  income.  Dividend  and interest  income is
included in earnings.  At the end of each reporting  period the  investments are
evaluated for  impairment.  If the fair value is below the amortized  cost,  the
investment is impaired.  If the investment is impaired,  the Trust determines if
the impairment is other than  temporary,  and if it is the investment is written
down to fair value as its new cost basis and the decline in value is included in
earnings.  If the  impairment  is temporary  the decline in value is included in
other comprehensive income.

During the quarter ended March 31, 2005,  the Trust  invested  $21,000 in equity
securities  of real  estate  investment  trusts.  The  amortized  cost  basis is
equivalent  to the cost  basis.  Such  securities  are  included  in the caption
prepaid and other assets and are  classified as available for sale following the
provisions  of SFAS 115.  The  aggregate  fair  value on June 30,  2005 of these
equity securities was approximately  $21,000.  No net unrealized holding gain or
loss was recognized or included in other comprehensive income.

(8) Subsequent Event

Acquisition of Bicycle Club Apartments

On July 1, 2005,  the Trust,  through  one of its  subsidiaries,  completed  the
acquisition of the Bicycle Club Apartments for a purchase price of $12,750,000.

Secured  Investment  Resources  Fund, L.P. III, a Missouri  limited  partnership
("SIR III") entered into a Merger Agreement with Bicycle Club,  L.L.C., a wholly
owned  subsidiary of MOLP ("Bicycle Club") on March 18, 2005. Under the terms of
the Merger Agreement,  Bicycle Club is the surviving  entity,  which effectively
results  in  Bicycle  Club  succeeding  to the  ownership  of the  Bicycle  Club
Apartments,  which is SIR III's primary asset. The Bicycle Club Apartments which
are located in Kansas City,  Missouri and consists of 312 units of  multi-family
rental real estate.

David L. Johnson, a significant shareholder,  President, Chief Executive Officer
and Trustee of the Trust,  is the  principal  beneficial  owner and President of
Nichols Resources,  Ltd., the general partner of SIR III. Mr. Johnson,  together
with his wife,  jointly own approximately 85% of Bond Purchase,  L.L.C., a 7.81%
limited  partner  in  SIR  III.  Mr.  Johnson  is  also  an  affiliate  of  Paco
Development, L.L.C. that is a 2.43% limited partner in SIR III.

Monte McDowell, Bob Kohorst, Chris Garlich, and David L. Johnson are trustees of
the  Trust  and are the  beneficial  owners  of  20.3%,  8.0%,  6.5%,  and 10.2%
respectively  of SIR III. John W. Alvey,  Vice President and Chief Financial and
Accounting  Officer  of  the  Trust  is an  executive  officer  and  a  minority
beneficial owner of the general partner of SIR III.

In consideration for the merger, the Trust:

          (i) is paying the SIR III limited partners  approximately  $4,280,000,
          which  will be paid in cash.  This  amount  will be  reduced  by those
          limited partners of SIR III that qualify as accredited investors under
          the  Securities  Act of 1933 (as  amended)  and elect to receive  MOLP
          limited partnership  operating units. As of August 4, 2005, 13 limited
          partners of SIR III have  elected to receive  operating  units in MOLP
          instead of cash, pending receipt of the required  representations from
          each  of  those  limited   partners.   Therefore,   the  total  merger
          consideration  to be  paid to the SIR  III  limited  partners  will be
          approximately  $3,602,000  in cash and  1,174  MOLP  units.  The Trust
          anticipates meeting this obligation by using approximately

                                       9
<PAGE>

          $2,602,000  of MOLP's cash and  approximately  $1,000,000 of SIR III's
          cash and other  deposits,  which was acquired in  connection  with the
          merger. Holders of MOLP limited partnership operating units may redeem
          the units (and corresponding limited partnership  interests) in return
          for the issuance of our common stock or cash, at our election, after a
          one year holding period.

          (ii)  assumed a $8,350,000  mortgage  loan secured by the Bicycle Club
          Apartments (the "Mortgage Loan").  The Mortgage Loan, which matures on
          March 1, 2008,  bears  interest at a fixed rate of 6.91% and  requires
          monthly  payments of  $48,082.09.  The Mortgage  Loan  contemplates  a
          prepayment  premium,  which  would  apply in the  event  Bicycle  Club
          prepays the Mortgage Loan (the "Prepayment  Premium").  The lender may
          accelerate  the  Mortgage  Loan (and charge a  Prepayment  Premium) if
          Bicycle Club defaults under the terms of the mortgage loan  documents,
          which  defaults are  customary  defaults in real estate  mortgage loan
          transactions.

Contract To Purchase Apartments In Temple Texas

On June 14, 2005 (the "Effective  Date"),  the Trust entered into a Purchase and
Sale Agreement and Joint Escrow Instructions (the "Purchase  Agreement") with FF
Park Lane Associates,  L.P., a Texas limited partnership  ("Seller") pursuant to
which the Trust agreed to purchase a 168  multi-family  unit  apartment  complex
that is located at 3007 Antelope Trail,  Temple,  Texas,  known as Westgate Park
Apartments II (the "Property"),  subject to the terms and conditions provided in
the Purchase Agreement, for a purchase price of approximately $4.75 million (the
"Purchase Price"), subject to standard prorations (the "Transaction").

On July 1, 2005,  the Trust's  Board of Trustees  approved the  Transaction.  In
accordance with the terms of the Purchase Agreement,  the Trust has paid a total
of  $100,000  of the  Purchase  Price  to an  escrow  agent  as a  deposit  (the
"Deposit").

The Purchase  Price is comprised of (i) the $100,000  Deposit,  (ii) the Trust's
assumption of a mortgage loan of Lehman Brothers Bank, FSB (the "Lender") in the
amount  of  $3,800,000  (the  "Existing  Mortgage")  and (iii)  the  balance  of
approximately  $850,000  payable in cash on the closing date. The acquisition of
the Property is not contingent upon the ability of the Trust to obtain financing
for the  acquisition,  except that the closing is subject to the condition  that
the Trust assume the  Existing  Mortgage  (in the amount of  $3,800,000),  which
assumption is subject to the Lender's approval. If the Lender denies the Trust's
assumption of the Existing Mortgage,  or fails to approve the Trust's assumption
of the Existing Mortgage within four months and two weeks of the Effective Date,
the Purchase  Agreement will terminate and the Trust will be entitled to receive
the $100,000  Deposit.  Management  anticipates  funding the  acquisition of the
Property from cash on hand and the assumption of the Existing  Mortgage  secured
by the Property.

The closing is scheduled to occur 21 days after the Lender's approval of Trust's
assumption  of the  Existing  Mortgage  or any other date that  Seller and Trust
agree.  The  closing  is also  subject  to other  standard  closing  conditions,
including,  without  limitation,  conveyance to the Trust of a special  warranty
deed  conveying  the  Property  to the  Trust  free and  clear of all  liens and
encumbrances  except permitted  encumbrances.  Trust will pay all costs fees and
expenses in connection with its assumption of the Existing Mortgage.

The Trust  anticipates  assigning  its rights under the Purchase  Agreement to a
wholly-owned subsidiary of MOLP prior to the closing.

There can be no assurance that this  transaction will ultimately be consummated.
Seller is an unrelated third party.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Section includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements,  other than statements of historical facts, included in
this section and located  elsewhere in this Form 10-QSB  regarding the prospects
of our  industry  and our  prospects,  plans,  financial  position  and business
strategy may constitute forward-looking  statements.  Forward-looking statements
generally can be identified by the use of  forward-looking  terminology  such as
"may,"

                                       10
<PAGE>


"will,"  "expect,"  "intend,"   "estimate,"   "anticipate,"  "plan,"  "foresee,"
"believe" or "continue" or the negatives of these terms or variations of them or
similar  terminology.  Although we believe  that the  expectations  reflected in
these forward-looking  statements are reasonable,  we can give no assurance that
these  expectations  will prove to have been correct.  All such  forward-looking
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual  results to differ  materially  from those  contemplated  by the relevant
forward-looking statement.  Important factors that could cause actual results to
differ materially from our expectations  include,  among others: (i) the ability
to  retain  tenants,  (ii)  general  economic,   business,   market  and  social
conditions,  (iii) trends in the real estate investment  market,  (iv) projected
leasing and sales,  (v)  competition,  (vi) inflation and (vii) future prospects
for the  Trust.  Readers  are  urged to  consider  these  factors  carefully  in
evaluating  the  forward-looking  statements.  All  subsequent  written and oral
forward-looking  statements  attributable  to us or persons acting on our behalf
are expressly  qualified in their entirety by these cautionary  statements.  The
forward-looking  statements included herein are made only as of the date of this
Form 10-QSB,  and we do not  undertake any  obligation  to release  publicly any
revisions to such forward-looking  statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect amounts  reported in the  accompanying  Consolidated
Financial Statements.  The most significant  assumptions and estimates relate to
revenue  recognition,   depreciable  lives  of  investment   property,   capital
expenditures,  properties  held  for  sale,  and  the  valuation  of  investment
property.  Application of these assumptions requires the exercise of judgment as
to future uncertainties and, as a result, actual results could differ from these
estimates.

Revenue Recognition

Lease  agreements are accounted for as operating  leases,  and rentals from such
leases are reported as revenues ratably over the terms of the leases.

In  connection  with the sale of the ACI Building on August 25, 2004, a deferred
liability was recorded in the amount of approximately  $1,100,000,  representing
the Make  Whole  Premium  described  in Note 6. The Make  Whole  Premium  is the
greater  of (i) 1% of the  outstanding  principal  amount  of the loan or (ii) a
premium  calculated by determining  the present value of the payments to be made
in accordance with the promissory note discounted at the yield on the applicable
US  Treasury  Issue  for  the  number  of  months  remaining  from  the  date of
acceleration  to the  maturity  date,  which is  approximately  65  months.  The
difference  obtained  by  subtracting  the  current  amount of the loan from the
present  value,  calculated in this manner  represents  the current value of the
make whole premium. The  period-to-period  change in the value of the Make Whole
Premium  is  recorded  in  discontinued  operations  for the period in which the
change occurs.  Increases in the calculated amount of the Make Whole Premium are
represented as decreases in income from discontinued operations and decreases in
the calculated  amount of the Make Whole Premium are represented as increases in
income from  discontinued  operations.  Due to the method of  calculation of the
value of the Make Whole Premium using the yield on the applicable U.S.  Treasury
note,  the amount of the Make Whole  Premium can  fluctuate  significantly  from
period to period.  The calculation  method is dictated by the ACI loan documents
and management believes alternate  calculations using different  assumptions are
inappropriate.

Investment Property Useful Lives

The Trust is required to make  subjective  assessments as to the useful lives of
its  properties  for the purpose of determining  the amount of  depreciation  to
reflect on an annual basis with respect to those  properties.  These assessments
have a direct impact on the Trust's net income.

Buildings and  improvements are depreciated over their estimated useful lives of
27.5 to 40 years on a straight-line  basis.  Land  improvements  are depreciated
over  their  useful  lives of 15-20  years on a  straight-line  basis.  Personal
property is  depreciated  over its  estimated  useful life  ranging from 5 to 15
years using the straight-line method.

Capital Expenditures

For reporting  purposes,  the Trust  capitalizes all carpet,  flooring,  blinds,
appliance and HVAC replacements. The

                                       11
<PAGE>

Trust expenses all other expenditures that total less than $10,000. Expenditures
over $10,000 and  expenditures  related to contracts  over $10,000 are evaluated
individually for capitalization.  Repairs and maintenance are charged to expense
as incurred. Additions and betterments are capitalized.

Classification of Properties

The Trust is required to make  subjective  assessments  as to whether a property
should be classified  as "Held for Sale" under the  provisions of SFAS 144. SFAS
144  contains  certain  criteria  that must be met in order for a property to be
classified as held for sale, including: management commits to a plan to sell the
asset;  the asset is available for immediate sale in its present  condition;  an
active  program to locate a buyer has been  initiated;  the sale of the asset is
probable and transfer of the asset is expected to qualify for  recognition  as a
sale within one year; the asset is being  actively  marketed for sale at a price
that is reasonable in relation to its current fair value;  and actions  required
to complete the plan indicate that it is unlikely  that  significant  changes to
the plan will be made or that the plan will be withdrawn.

Management  believes that a property should not be classified as "Held for Sale"
until a contract for the sale of a property has been  executed,  all  inspection
periods have passed and any earnest deposit becomes  non-refundable and the only
pending  item to  complete  the sale is the  passage of time.  Until this point,
management believes that there may be actions required to complete the plan that
may result in changes to or  termination of the plan, and therefore the property
should not be classified as "Held for Sale" under SFAS 144.

Impairment of Investment Property Values

The Trust is required to make  subjective  assessments  as to whether  there are
impairments in the value of its investment properties. Management's estimates of
impairment  in the value of  investment  properties  have a direct impact on the
Trust's net income.

The Trust  follows  the  provisions  of SFAS No.  144.  The Trust  assesses  the
carrying  value  of  its  long-lived   asset  whenever   events  or  changes  in
circumstances  indicate that the carrying amount of the underlying asset may not
be  recoverable.  Certain factors that may occur and indicate that an impairment
may exist include, but are not limited to: significant underperformance relative
to projected future operating results;  significant changes in the manner of the
use of the asset; and significant adverse industry or market economic trends. If
an  indicator  of  possible  impairment  exists,  a property  is  evaluated  for
impairment by a comparison of the carrying amount of a property to the estimated
undiscounted future cash flows expected to be generated by the property.  If the
carrying  amount of a property  exceeds  its  estimated  future cash flows on an
undiscounted  basis,  an impairment  charge is recognized by the amount by which
the  carrying  amount of the  property  exceeds the fair value of the  property.
Management   estimates  fair  value  of  its   properties   based  on  projected
undiscounted  cash flows using a discount  rate  determined  by management to be
commensurate with the risk inherent in the Trust.

Real Estate Acquisitions

Upon  acquisitions  of  real  estate  properties,  management  makes  subjective
estimates of the fair value of acquired  tangible  assets  (consisting  of land,
land  improvements,   building,   improvements,   and  furniture,  fixtures  and
equipment) and identified intangible assets and liabilities (consisting of above
and below market  leases,  in-place  leases,  tenant  relationships  and assumed
financing  that is  determined  to be above or below market terms) in accordance
with  Statement  of  Financial  Accounting  Standards  (SFAS) No. 141,  Business
Combinations.  Management  utilizes methods similar to those used by independent
appraisers  in making  these  estimates.  Based on these  estimates,  management
allocates  purchase  price  to the  applicable  assets  and  liabilities.  These
estimates have a direct impact on our net income.

DESCRIPTION OF BUSINESS

OVERVIEW

The Trust previously operated rental real estate in two key segments, apartments
and  commercial.  The Trust  currently  operates  eight  apartment  communities,
including the Bicycle Club  Apartments that were acquired July 1, 2005. The last
commercial  building  was sold in August 2004.  Cash is  primarily  generated by
renting apartment units

                                       12
<PAGE>

to tenants, or securing loans with the Trust's assets. Cash is used primarily to
pay operating expenses (repairs and maintenance,  payroll, utilities, taxes, and
insurance), make capital expenditures for property improvements, repay principal
and interest on outstanding loans or to pay cash  distributions to shareholders.
The key  performance  indicators  for  revenues are  occupancy  rates and rental
rates.  Revenues are also impacted by concessions  (discounts) offered as rental
incentives.  The key  performance  indicator  for  operating  expenses  is total
operating expense per apartment unit. A significant  change in the turnover rate
of rental  units can also  cause a  significant  change in  operating  expenses.
Management  also evaluates  total taxes,  utilities and insurance rates for each
property.

General  economic  trends that  management  evaluates  include  construction  of
apartment units (supply),  unemployment  rates,  job growth,  and interest rates
(demand).  The apartment  industry is sensitive to extremely low interest rates,
which tend to increase home ownership and decrease  apartment  occupancy  rates.
The apartment industry is also sensitive to increased  unemployment rates, which
tend to cause  possible  renters  to double  up in a unit or share a  non-rental
dwelling with relatives or  acquaintances.  New construction in an area with low
occupancy rates can cause a further decline in occupancy or rental rates.

Economic trends appear to indicate that interest rates are  increasing.  It also
appears that unemployment rates are declining,  with job growth rising. If these
trends are correct and if the trends  continue,  the Trust believes it should be
able  to  begin  reducing  concessions,  raising  rental  rates  and  increasing
occupancy,  which should improve revenues. In such case, the Trust also believes
variable  operating  expenses  will also  tend to  increase,  but fixed  expense
coverage would improve.

The Trust primarily invests in income-producing real properties (apartments). As
of June 30, 2005 the Trust's portfolio is comprised of:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


PROPERTY                               # UNITS         TYPE                LOCATION               PURCHASE
                                                                                                     DATE
Forest Park Apartments                    110        Apartments          Kansas City, MO         August, 2000
("Forest Park")
(f.k.a. North Winn)

King's Court Apartments (1)                82        Apartments          Olathe, KS              August, 2001
("King's Court")

Terrace Apartments (1)
("Terrace")                                84        Apartments          Olathe, KS              April, 2004

Chalet Apartments - I and II              234        Apartments          Topeka, KS              September, 2001
 ("Chalet")

The Landings Apartments                   154        Apartments          Little Rock, AR         September, 2001
(the "Landings")

Barrington Hills Apartments               232        Apartments          Little Rock, AR         November, 2001
("Barrington Hills")

Arbor Gate Apartments                     120        Apartments          Picayune, MS            September, 2004
("Arbor Gate")

Waverly Apartments                        128        Apartments          Bay Saint Louis, MS     September, 2004
("Waverly")

</TABLE>

(1) King's Court and Terrace Apartment ("Kings Court/Terrace") are operated as
one entity.

UPREIT Structure

The  Trust  is  structured  as  what  is  commonly  referred  to as an  umbrella
partnership REIT, or UPREIT, structure. To effect the UPREIT restructuring,  the
Trust formed Maxus Operating Limited Partnership, a Delaware limited

                                       13
<PAGE>

partnership  ("MOLP"),  to which the Trust  contributed  all of its  assets,  in
exchange for a 99.999%  partnership  interest in MOLP and the assumption by MOLP
of all of the Trust's liabilities. The Trust conducts and intends to continue to
conduct all of its  activities  through MOLP.  Maxus Realty GP, Inc., a Delaware
corporation  that is wholly owned by the Trust,  is the sole general  partner of
MOLP and has a 0.001%  interest in MOLP.  As the sole  general  partner of MOLP,
Maxus Realty GP, Inc.  generally has the exclusive  power under the  partnership
agreement to manage and conduct the business of MOLP, subject to certain limited
approval and voting rights of the limited partners.

Pursuant  to  MOLP's  limited  partnership  agreement,  MOLP may  issue  limited
partnership operating units (and corresponding limited partnership interests) in
return for cash or other property that is  contributed to MOLP.  Holders of MOLP
limited  partnership  operating  units may redeem  the units (and  corresponding
limited partnership  interests) in return for the issuance of the Trust's common
stock or cash, at the Trust's election, after a one (1) year holding period. The
Trust  anticipates  that the UPREIT  structure will enable it to make additional
acquisitions of properties from tax-motivated  sellers.  As an UPREIT, the Trust
believes that MOLP will be able to issue limited partnership  operating units to
tax-motivated  sellers who contribute properties to MOLP, thereby enabling those
sellers to realize certain tax benefits that would be unavailable to them if the
Trust purchased those  properties  directly for cash or common stock. As of June
30, 2005,  minority  holders of MOLP own 11,455  limited  partnership  operating
units, or approximately .91% of the partnership interest in MOLP.

Each of the apartment  complexes are owned by single  member  limited  liability
companies  that are directly  owned by MOLP.  Maxus  Properties,  Inc.  provides
property management services for each of the Trust's real properties.

LIQUIDITY AND CAPITAL RESOURCES

Cash as of June 30, 2005 was $3,268,000, a decrease of $592,000 from the balance
of $3,860,000 at December 31, 2004. Escrows and reserves held by various lenders
were  $1,007,000  and  $1,025,000  at June  30,  2005  and  December  31,  2004,
respectively,  and  are not  readily  available  for  current  disbursement.  An
additional escrow amount of $97,000 at each period end represents a deposit made
for the  purchase of  Carrington  Apartments  as described in Note 6 of Notes to
Unaudited Consolidated Financial Statements herein.

Net cash provided by operating  activities decreased $16,000 to $419,000 for the
period ended June 30, 2005 primarily  attributable  to a decrease of $172,000 of
cash provided by  discontinued  operations,  partially  offset by an increase in
cash provided by continuing operations.

Net cash used in investing  activities  of  continuing  operations  was $188,000
comprised primarily of capital  expenditures.  The largest capital  expenditures
included $68,000 for capital replacements at all properties combined.  The Trust
expended an additional  $21,000 for purchases of equity securities of other real
estate investment trusts during the first quarter of 2005.

Net cash provided by financing activities of continuing operations was $823,000.
Total  distributions in the first six months were $653,000 and cash was provided
by the  issuance  of common  stock for  $59,000 in  connection  with the Trust's
optional stock dividend plan.

Management  believes  the Trust's  current  cash  position  and the  properties'
ability to generate  operating and financing  cash flows should enable the Trust
to fund  anticipated  operating  and  capital  expenditures  in 2005.  Projected
capital  expenditures of  approximately  $283,000 are currently  planned for the
remainder  of 2005,  primarily  for  painting,  staircase  repair,  asphalt  and
concrete  repairs,   roofs,  and  HVAC  projects,   with  the  majority  of  the
expenditures  expected to be reimbursed  from reserves held by lenders.  Capital
replacements  of  approximately  $156,000  are  expected to be  reimbursed  from
reserves held by lenders.  Except for the items  mentioned,  management does not
anticipate  any  material  capital  expenditures  at any one  property  in 2005.
However,  the Trust will continue to evaluate  opportunities for the acquisition
of  investment  properties  and  may  incur  material  capital  expenditures  in
connection with these acquisition  opportunities.  In connection with the merger
between a subsidiary of the Trust and Secured  Investment  Resources Fund, L.P.,
III,  as more  fully  described  in Note 8 of  Notes to  Unaudited  Consolidated
Financial   Statements  herein,  the  Trust  anticipates  paying   approximately
$3,602,000 in cash to pay a portion of the merger consideration.  Closing of the
transaction occurred July 1, 2005.

On August 25, 2004,  ACI  Financing,  L.L.C.,  a  subsidiary  of the Trust ("ACI
Financing"), sold the ACI Building.

                                       14
<PAGE>

Net cash proceeds were approximately  $3,791,000.  This transaction is described
in more detail in Notes 5 and 6. On September 1, 2004, subsidiaries of the Trust
purchased  Arbor Gate and  Waverly  for a  purchase  price of  $9,400,000  using
approximately  $2,156,000 of the sale proceeds from ACI in a 1031 exchange.  The
remainder of cash for the purchase was provided by available  working capital of
the  Trust.  Management  intends to  evaluate  uses for the  remaining  net sale
proceeds  from ACI,  including  investing in  additional  income-producing  real
estate properties, working capital purposes and dividends to shareholders.

At this time,  management  does not  believe  the risk of changes in  operations
adversely  impacting  cash flow from  operating  activities  in the  foreseeable
future is a material risk to the Trust's operations.  As leases expire, they are
expected  to be  replaced  or renewed in the normal  course of  business  over a
reasonable period of time.

Contractual Obligations and Commercial Commitments

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                 Balance at             Interest                       Due
                                June 30, 2005             Rate

ACI                             4,112,000                12.63%                  August 1, 2010

Forest Park                     1,846,000                 4.91% (variable)       September 1, 2007

Kings Court/Terrace             2,308,000                 5.15% (variable)       May 1, 2009

Terrace                         1,611,000                 6.87%                  February 1, 2009

Chalet I                        3,896,000                 6.59%                  October 1, 2008

Chalet II                       1,469,000                 6.535%                 October 1, 2008

The Landings                    3,636,000                 7.66%                  September 1, 2007

Barrington Hills                5,586,000                 6.035%                 July 1, 2029

Arbor Gate                      3,044,000                 5.12% (variable)       September 1, 2011

Waverly                         4,200,000                 5.11% (variable)       September 1, 2011
                             ------------

Total                        $ 31,708,000
                              ===========
</TABLE>


Reference is also made to Note 3 of Notes to Consolidated  Financial  Statements
incorporated  by  reference  in the Trust's  Annual  Report on Form 10-KSB for a
description  of  mortgage  indebtedness  secured by the  Trust's  real  property
investments.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not have any "off-balance sheet arrangements" as defined in
Item 303 (c) of Regulations S-B promulgated under the Securities Exchange Act of
1934, as amended.

RESULTS OF OPERATIONS

The  results of  operations  for the  Trust's  properties  for the three and six
months ended June 30, 2005 and 2004 are detailed below.

Funds from Operations

The white paper on Funds from  Operations  approved by the board of governors of
NAREIT  defines  Funds  from  Operations  as  net  income  (loss)  (computed  in
accordance with GAAP), excluding gains (or losses) from sales of

                                       15
<PAGE>

property,  plus  property  related  depreciation  and  amortization,  and  after
adjustments for unconsolidated partnerships and joint ventures.

Adjustments for unconsolidated partnerships and joint ventures are calculated to
reflect Funds from Operations on the same basis. In 1999,  NAREIT  clarified the
definition of Funds from Operations to include  non-recurring events, except for
those that are defined as "extraordinary  items" under GAAP and gains and losses
from sales of depreciable  operating  property.  In 2002,  NAREIT clarified that
Funds  from  Operations  related  to  assets  held for sale,  sold or  otherwise
transferred and included in results of discontinued  operations  should continue
to be included in consolidated Funds from Operations.

The Trust  computes  Funds from  Operations  in accordance  with the  guidelines
established  by the white  paper,  which may  differ  from the  methodology  for
calculating  Funds  from  Operations   utilized  by  other  equity  REITs,  and,
accordingly, may not be comparable to such other REITs. Funds from Operations do
not represent  amounts  available for management's  discretionary use because of
needed capital replacement or expansion, debt service obligations, distributions
or other  commitments and  uncertainties.  Funds from  Operations  should not be
considered as an alternative to net income  (determined in accordance with GAAP)
as an  indication  of the Trust's  financial  performance  or to cash flows from
operating  activities  (determined in accordance  with GAAP) as a measure of the
Trust's  liquidity,  nor is it indicative of funds available to fund the Trust's
cash needs including its ability to make distributions. The Trust believes Funds
from  Operations is helpful to investors as a measure of the  performance of the
Trust  because,  along  with cash  flows from  operating  activities,  financing
activities and investing activities, it provides investors with an understanding
of the  ability  of the  Trust  to incur  and  service  debt  and  make  capital
expenditures.  In the table below,  revenue,  expenses,  net income and property
related  depreciation and amortization  were determined in accordance with GAAP.
The addition of property  related  depreciation  and  amortization to net income
results in Funds from  Operations,  which is not  determined in accordance  with
GAAP.

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                            Three Months Ended                      Six Months Ended
                                         June 30,         June 30,             June 30,          June 30,
                                           2005             2004                 2005               2004

       Net income (loss)                (278,000)         (61,000)            (311,000)          (90,000)


       Property related depreciation
          and amortization (1)           475,000          383,000              978,000           742,000
                                     -----------      -----------          -----------       -----------
       Funds from operations      $      197,000          322,000              667,000           652,000
                                     ===========      ===========          ===========       ===========
</TABLE>

(1) Depreciation and amortization of discontinued  operations of $60,000 for the
three months ended,  and $121,000 for the six months  ended,  is included in the
2004 amount.

Occupancy

The occupancy levels at June 30 were as follows:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                OCCUPANCY LEVELS AT JUNE 30,
                                                                   2005             2004
                                                                   ----             ----
Arbor Gate                                                          99%              n/a
Barrington Hills                                                    92%              97%
Chalet                                                              98%              97%
Forest Park                                                         88%              86%
King's Court/Terrace                                                90%              93%
The Landings                                                        96%              97%
Waverly                                                             95%              n/a
ACI Building                                                        n/a             100%

</TABLE>

Forest  Park was 88%  occupied  at June 30,  2005.  The  Northern  Kansas  City,
Missouri market  conditions  continue to show concessions of one-month free rent
and  average  occupancy  in the  high  80% to low 90%  range.  There  are no new
competitors in the market.  King's  Court/Terrace  occupancy was 90% at June 30,
2005. Overall occupancy in the Olathe,  Kansas market has remained stable,  with
most  competitors'  average  occupancy  in  the  high  80%  to  low  90%  range.
Concessions  continue to be common  throughout the market with rent  concessions
and reduced deposits

                                       16
<PAGE>

commonly offered.  Occupancy rates in the Topeka,  Kansas market is averaging in
the mid 80% range.  Competitors  in the market  continue  to offer  concessions.
Chalet,  which  is  located  in  Topeka,  ended  the  quarter  at 98%  occupied.
Concessions were minimal in the first quarter. The Landings and Barrington Hills
are both located in Little Rock, Arkansas,  where the market occupancy rates are
currently in the low to mid 90% range.  The Landings  and  Barrington  Hills had
occupancy  of 96% and 92%,  respectively  on June 30, 2005.  Concessions  in the
Little  Rock area  continue  to be  minimal.  Arbor Gate and  Waverly  ended the
quarter  at 99%  and 95%  occupied,  respectively.  Arbor  Gate  is  located  in
Picayune,  Mississippi.  Waverly is located in Bay Saint Louis, Mississippi. The
average range of occupancy for competitors in the  Mississippi  market is in the
upper 80% to low 90% range.

Comparison of Consolidated Results From Continuing Operations

For  the  three  and  six-month   periods  ended  June  30,  2005,  the  Trust's
consolidated revenues from continuing operations were $1,806,000 and $3,581,000,
respectively. Revenues increased $427,000 (31%) and $905,000 (34%) for the three
and six-month  periods ended June 30, 2005 as compared to the same periods ended
June 30, 2004.  The increase is due  primarily  to the  acquisition  of Terrace,
Arbor  Gate and  Waverly  Apartments.  The  combined  income  for the  three and
six-months   ended  June  30,  2005  from  Kings   Court/Terrace   increased  by
approximately  $27,000 and  $119,000  when  compared to the same period in 2004.
Arbor Gate  provided  $193,000 and $372,000  and Waverly  provided  $225,000 and
438,000 of additional revenue for the three and six-months ended June 30, 2005.

For  the  three  and  six-month   periods  ended  June  30,  2005,  the  Trust's
consolidated  operating expenses from continuing  operations were $1,637,000 and
$3,232,000,  respectively.  Expenses increased $453,000 (38%) and $952,000 (42%)
for the three and six-month  periods ended June 30, 2005 as compared to the same
periods ended June 30, 2004.  This  increase is due primarily to the  properties
acquired in 2004. The combined operating expenses at Kings Court/Terrace for the
three and  six-month  periods  ended June 30, 2005  increased  by  approximately
$47,000 and $151,000 when compared to the same period in 2004.  The  acquisition
of Arbor  Gate  and  Waverly  increased  operating  expenses  by  $146,000,  and
$319,000,  respectively for the three and six-month periods ended June 30, 2005.
Interest  expense  increased  $509,000 for the  six-month  period ended June 30,
2005,  primarily  due to $263,000 of interest  expense  recorded on the ACI wrap
loan.  There is a  corresponding  increase of $263,000 in interest income on the
wrap loan  that  offsets  this  expense.  See Note 6 of the  Notes to  Unaudited
Consolidated  Financial  Statements for a discussion of the interest  income and
expense on this loan. The interest  expense  recorded on the ACI loan in 2004 is
included in  discontinued  operations in 2004. The  properties  acquired in 2004
incurred  interest  expense of $254,000  that was not incurred for the six-month
period ended June 30, 2004.

The net loss from continuing  operations for the six month period ended June 30,
2005 was ($426,000) or ($.33) per share. The net loss from continuing operations
for the six month period ended June 30, 2004 was ($90,000) or ($.13) per share.

Comparison of Results of Discontinued Operations

For the  six-month  period  ended  June  30,  2005,  revenues  for  the  Trust's
discontinued   operations  decreased  $468,000  (100%)  and  operating  expenses
decreased  $206,000  (100%) as compared  to the same time  period in 2004.  This
decrease is primarily  due to the inclusion of the ACI results for six months in
2004 compared to none in 2005. The activity under the caption adjustment of make
whole  premium in Note 5 is the only  discontinued  operations  activity  and is
discussed in detail in Note 6.

MARKET RISK

The Trust has  considered  the provision of Financial  Reporting  Release No. 48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial Instruments and Derivative Commodity Instruments". The Trust had
no holdings of derivative financial or commodity instruments at June 30, 2005.

The Trust does not believe  that it has any material  exposure to interest  rate
risk.  The debt on the ACI  building is at a fixed rated of 8.63% and matures in
2010 (the lender is currently  charging,  and DBSI is paying, a default interest
rate of 12.63% as  described  in Note 6); the debt on the Landings is at a fixed
rate of 7.66% and matures in 2007; the debt on Chalet is at fixed rates of 6.59%
and 6.535% and matures in 2008;  and the debt on Barrington  Hills is at a

                                       17
<PAGE>

fixed rate of  6.035%,  is  repriced  in 2009 and  matures in 2029.  The debt on
Terrace  is at a fixed  rate of 6.87% and  matures  in 2009.  The debt on Forest
Park,  King's  Court/Terrace,  Arbor Gate and Waverly is at  variable  rates and
matures in 2007, 2009, 2011 and 2011, respectively. The current interest rate on
Forest Park is 4.91%, King's  Court/Terrace is 5.15%; Arbor Gate and Waverly are
currently  5.12% and 5.11%  respectively  and are  capped at 6.25%.  A 100 basis
point  increase in the  variable  rate debt on an annual  basis would impact net
income by approximately $114,000.

INFLATION

The  effects  of  inflation  did not have a  material  impact  upon the  Trust's
operations in fiscal 2004.

ITEM 3:   CONTROLS AND PROCEDURES

          (a)  Evaluation of disclosure controls and procedures.

               The Trust's Chief Executive Officer and Chief Financial  Officer,
               after  evaluating  the design and  effectiveness  of the  Trust's
               disclosure  controls and  procedures  (as defined in Exchange Act
               Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered
               by this report (the "Evaluation Date"), have concluded that as of
               the  Evaluation  Date,  the  Trust's   disclosure   controls  and
               procedures were adequately designed and operating  effectively to
               ensure that material  information  relating to the Trust would be
               made  known to them by  others  within  the  Trust,  particularly
               during the period in which this Form 10-QSB  Quarterly Report was
               being prepared.

          (b)  Changes in internal controls

               There has been no change in the  Trust's  internal  control  over
               financial  reporting  during its most recent fiscal  quarter that
               has materially  affected,  or is reasonably  likely to materially
               affect, its internal control over financial reporting.


PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          Ralph C. and Sandra L. Schmude,  et al. v. Maxus Properties,  Inc., et
          al.

          On January 29, 2004,  Ralph C. and Sandra L.  Schmude  filed a lawsuit
          against a number of entities, including the Registrant, in the Circuit
          Court of Clay County,  Missouri,  Case No.  CV104-814 CC ("Clay County
          Litigation").  The only claim  brought  against the  Registrant  was a
          claim  that  the  Registrant   allegedly   conspired  with  the  other
          defendants  to mismanage an apartment  complex in the Kansas City area
          in order for the Registrant,  or one of the other  defendants,  to buy
          the  apartment  complex at a  discounted  price.  The  Registrant  has
          answered  Plaintiffs'  Petition,  denying  all  claims  and  asserting
          several affirmative defenses.

          The  Registrant  intends to  vigorously  defend  this case  because it
          believes the claim against it is  frivolous.  To that end, on April 6,
          2005, the  Registrant  filed a motion for summary  judgment,  which is
          currently  pending  before the court.  In that  motion the  Registrant
          argues that,  as a matter of law based on the  cumulative  facts,  the
          Plaintiffs have failed to state an actionable civil conspiracy claim.

          Maxus Realty Trust, Inc. v. Ralph C. and Sandra L. Schmude

          On October 5, 2004,  the Registrant  filed a lawsuit  against Ralph C.
          and  Sandra  L.  Schmude  in the  Circuit  Court  of  Clinton  County,
          Missouri,  Case No.  CV0904-182CC.  The  Registrant  brought this suit
          because  the  frivolous  civil  conspiracy  claim  alleged in the Clay
          County  Litigation  resulted  in  the  Registrant  losing  a  business
          opportunity  because of the pending litigation against the Registrant.
          The  Registrant  seeks the  recovery  of  damages it has  suffered  in
          connection with losing this business opportunity, which are unknown at
          this time.

                                       18
<PAGE>


ITEM 2.   UNREGISTERED SALES OF EQUITY SECRUTIES AND USE OF PROCEEDS

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          See Notes 5 and 6 of the  Notes to  Unaudited  Consolidated  Financial
          Statements with respect to the sale of the ACI Building

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          On June 30, 2005, the Trust held a special meeting of shareholders. At
          the meeting the  shareholders  approved  the  issuance of MOLP limited
          partnership  operating  units to certain  limited  partners of Secured
          Investment Resources Fund, L.P. III ("SIR III") in connection with the
          merger of SIR III into a subsidiary of MOLP.

          There were  683,305  shares  voting in favor of the  proposal,  16,607
          shares voting against such proposal, and 7,975 shares abstaining.

ITEM 5.   OTHER INFORMATION

          On June 21,  2005 the  Trust  paid a cash  dividend  of $.25 per share
          payable to the holders of record on May 31, 2005 of the Trust's  $1.00
          par value common stock.

ITEM 6.   EXHIBITS

          See Exhibits Index on Page 21




                                       19
<PAGE>




                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
there unto duly authorized.

                                          MAXUS REALTY TRUST, INC.

Date: August 12, 2005                By:  /s/ David L. Johnson
                                          --------------------
                                          David L. Johnson
                                          Chairman of the Board,
                                          President and Chief Executive Officer
                                          Trustee

Date: August 12, 2005                By:  /s/ John W. Alvey
                                          --------------------
                                          John W. Alvey
                                          Vice President
                                          Chief Financial and Accounting Officer









                                       20
<PAGE>



EXHIBIT INDEX

Exhibit
Number            Description

3.1  Articles of Incorporation of the Registrant,  as amended,  are incorporated
     by reference to Exhibit 3.1 to the  Registrant's  Quarterly  Report on Form
     10-QSB for the quarter  ended  March 31,  2005,  as filed  pursuant to Rule
     13a-13 under the Securities Exchange Act of 1934 (File No. 000-13754).

3.2  Bylaws of the  Registrant,  as amended,  are  incorporated  by reference to
     Exhibit 3.2, to the  Registrant's  Quarterly  Report on Form 10-QSB for the
     quarter  ended March 31, 2005,  as filed  pursuant to Rule 13a-13 under the
     Securities Exchange Act of 1934 (File No. 0000-13754).

10.1 Purchase and Sale  Agreement and Joint Escrow  Instructions  dated June 14,
     2005 between FF Park Lane Associates, L.P. and the Registrant.

31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002

32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.

32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002.














                                       21