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:  March 31, 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 May 1, 2005: 1,296,375





                                       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                                          17

PART II -    OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS                                                17
ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS      18
ITEM 3.      DEFAULTS UPON SENIOR SECURITIES                                  18
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              18
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>

                                                                                    March 31,       December 31,
                      Assets                                                          2005              2004
                                                                                   (Unaudited)
Investment property
     Land                                                                      $    1,355,000        1,355,000
     Buildings and improvements                                                    35,644,000       35,641,000
     Personal property                                                              2,663,000        2,606,000
                                                                                  -----------      -----------
                                                                                   39,662,000       39,602,000

     Less accumulated depreciation                                                 (4,509,000)      (4,083,000)
                                                                                  -----------      -----------

              Total investment property, net                                       35,153,000       35,519,000

Cash                                                                                3,600,000        3,860,000
Escrows and reserves                                                                1,269,000        1,125,000
Note receivable                                                                     4,121,000        4,133,000
Accounts receivable                                                                     3,000            3,000
Prepaid expenses and other assets                                                     151,000          242,000
Intangible assets (net)                                                                36,000           94,000
Deferred expenses, less accumulated amortization                                      402,000          423,000
                                                                                  -----------      -----------
              Total assets of continuing operations                                44,735,000       45,399,000
Assets of discontinued operations - property held for sale                              4,000            4,000
                                                                                  -----------      -----------
              Total assets                                                     $   44,739,000       45,403,000
                                                                                  ===========      ===========

                 Liabilities and Shareholders' Equity

Liabilities:
     Mortgage notes payable                                                    $   27,708,000       27,824,000
     Note payable                                                                   4,121,000        4,133,000
     Accounts payable, deferred rent and accrued expenses (note 5)                    605,000          623,000
     Real estate taxes payable                                                        376,000          394,000
     Refundable tenant deposits                                                       183,000          177,000
     Other accrued liabilities                                                        871,000        1,047,000
                                                                                  -----------      -----------
              Total liabilities                                                    33,864,000       34,198,000
                                                                                  -----------      -----------

Minority interest                                                                     152,000          152,000
Shareholders' equity:
     Common stock, $1 par value; Authorized 5,000,000 shares, issued and
        outstanding 1,297,000 and 1,294,000 shares
        at March 31, 2005 and December 31, 2004, respectively                       1,297,000        1,294,000
     Additional paid-in capital                                                    17,925,000       17,899,000
     Distributions in excess of accumulated earnings                               (8,499,000)      (8,140,000)
                                                                                  -----------      -----------
              Total shareholders' equity                                           10,723,000       11,053,000
                                                                                  -----------      -----------
                                                                               $   44,739,000       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
                                                                       March 31,         March 31
                                                                         2005              2004
                                                                         ----              ----
Income
Revenues:
   Rental                                                              1,562,000        1,127,000
   Other                                                                 213,000          170,000
                                                                     -----------      -----------

           Total revenues                                              1,775,000        1,297,000
                                                                     -----------      -----------

Expenses:
   Depreciation and amortization                                         503,000          298,000
   Repairs and maintenance                                               220,000          165,000
   Turn costs and leasing                                                 98,000           62,000
   Utilities                                                             134,000           88,000
   Real estate taxes                                                     124,000           80,000
   Insurance                                                              90,000           58,000
   Property management fees - related parties                             87,000           62,000
   Other operating expenses                                              229,000          183,000
   General and administrative                                            110,000          100,000
                                                                     -----------      -----------
           Total operating expenses                                    1,595,000        1,096,000
                                                                     -----------      -----------

           Net operating income                                          180,000          201,000
                                                                     -----------      -----------

   Interest income                                                      (145,000)          (3,000)
   Interest expense                                                      534,000          271,000
                                                                     -----------      -----------
   Loss before minority interest and
       discontinued operations                                          (209,000)         (67,000)

   Income from discontinued operations before
       minority interest                                                 176,000           38,000
   Minority interest                                                         ---              ---
                                                                     -----------      -----------

           Net loss                                               $      (33,000)         (29,000)
                                                                     ===========      ===========

Per share data (basic and diluted):
   Loss from continuing operations                                $         (.16)            (.05)
   Income from discontinued operations                                       .13              .03
                                                                     -----------      -----------

           Total                                                  $         (.03)            (.02)
                                                                     ===========      ===========

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

   Weighted average shares outstanding                                 1,295,000        1,242,000
                                                                     ===========      ===========
</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>
                                                                                             Three Months Ended
                                                                                         March 31,        March. 31,
                                                                                           2005              2004
                                                                                           ----             -----
Cash flows from operating activities:
   Net loss                                                                        $    (33,000)           (29,000)
   Adjustments to reconcile net loss to net
     cash provided by operating activities of continuing operations:
       Income from discontinued operations                                             (176,000)           (38,000)
       Minority interest                                                                    ---                ---
       Depreciation and amortization                                                    503,000            290,000
       Changes in accounts affecting operations:
           Accounts receivable                                                              ---             (1,000)
           Prepaid expenses and other assets                                            113,000             59,000
Escrows and reserves                                                                   (144,000)          (155,000)
           Accounts payable and other liabilities                                       (29,000)            89,000
                                                                                    -----------        -----------
     Net cash provided by operating activities of continuing operations                 234,000            215,000
               Net cash provided by operating activities of discontinued operations         ---             79,000
                                                                                    -----------        -----------
               Net cash provided by operating activities                                234,000            294,000

Cash flows from investing activities:
               Purchase of available for sale securities                                (21,000)               ---
               Capital expenditures                                                     (60,000)           (72,000)
                                                                                    -----------        -----------
               Net cash used in investing activities                                    (81,000)           (72,000)

Cash flows from financing activities:
       Principal payments on mortgage notes payable                                    (116,000)           (68,000)
       Issuance of common stock                                                          29,000             32,000
       Distributions paid to shareholders                                              (326,000)          (310,000)
                                                                                    -----------        -----------
               Net cash used in financing activities
                  of continuing operations                                             (413,000)          (346,000)
               Net cash used in financing activities
                  of discontinued operations                                                ---             (9,000)
                                                                                    -----------        -----------
               Net cash used in financing activities                                   (413,000)          (355,000)
                                                                                    ------------       -----------

               Net decrease in cash                                                    (260,000)          (133,000)

Cash, beginning of period                                                             3,860,000            861,000
                                                                                    -----------        -----------
Cash, end of period                                                               $   3,600,000            728,000
                                                                                    ===========        ===========
Supplemental disclosure of cash flow information -
   cash paid during the three-month period for interest (includes interest
       paid for discontinued operations in 2004)                                  $     534,000            362,000
                                                                                    ===========        ===========
</TABLE>


See accompanying notes to consolidated financial statements.




                                       5
<PAGE>


                            MAXUS REALTY TRUST, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 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 March 31, 2005
and for all periods  presented have been made.  The results for the  three-month
period ended March 31, 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 month period ended March 31, 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
March 31, 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.

(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

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>

                                                                          March 31, 2005       December 31, 2004
                                                                          --------------       -----------------
In-place leases, net of  accumulated amortization of
     $260,000 and $202,000 respectively                               $           36,000                  94,000
                                                                             -----------             -----------
Total intangible assets, net                                          $           36,000                  94,000
                                                                             ===========             ===========
</TABLE>

                                       6
<PAGE>


In place  leases,  net at March 31, 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  $58,000 was
recognized in the period ended March 31, 2005.

Acquisition of Apartments

On April 30, 2004, the Trust, through one of the Trust's subsidiaries,  acquired
The Terrace Apartments, an eighty-four unit apartment complex located in Olathe,
Kansas, for a purchase price of approximately $2,020,000. In connection with the
acquisition and as part of the purchase price, the Trust assumed a mortgage loan
of approximately  $1,650,000,  other liabilities of approximately  $89,000,  and
other assets of approximately  $28,000. In addition,  11,455 limited partnership
operating units of MOLP were issued.

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 March 31, 2005 was 4.71% for Arbor Gate and 4.70% 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
                                                                       March 31,
                                                                          2004
Total revenue                                                          1,762,000

Net income (loss)                                                 $    1,724,000
                                                                       =========

Per share data (basic and diluted):
   Net income (loss)                                              $         1.39
                                                                       =========
</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 months ended March 31, 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  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

                                       7
<PAGE>

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 month periods ended March 31, 2005
and 2004 is set forth below:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                            Three Months Ended:
                                                                     March 31, 2005    March 31, 2004

Total revenue                                                   $           ---            234,000

Depreciation and amortization                                               ---             61,000
Real estate taxes                                                           ---             28,000
Property management fees                                                    ---              9,000
Other                                                                       ---              7,000
                                                                    -----------        -----------
    Total operating expenses                                                ---            105,000
                                                                    -----------        -----------
    Net operating income                                                    ---            129,000
                                                                    -----------        -----------
    Interest expense                                                        ---             91,000
                                                                    -----------        -----------
Net income before gain (loss) on sale                           $           ---             38,000
                                                                    -----------        -----------

Adjustment of make whole premium                                       (176,000)               ---
                                                                    -----------        -----------
Income from discontinued operations
   before minority interest                                             176,000             38,000
                                                                    ===========        ===========
Income from discontinued operations
   before minority interest per share                           $           .14                .03
                                                                    ===========        ===========
</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
March 31, 2005 is $871,000 and is presented in other accrued liabilities.

Interest  income and interest  expense of $130,000 is reflected in the financial
statements  for the period  ending March 31, 2005,  representing  the  aggregate
interest and default interest on the loan paid by FOR 1031 to ACI Financing.

A $97,000 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.  As a result,  the seller
believes  the Trust  should  forfeit the  deposit.  The Trust  believes  that it
fulfilled  its  obligations  under the contract  and that the deposit  should be
returned to the Trust.  As a result,  $90,000 of the escrow has been placed with
the court for  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 time for  opposing  counsel to file their  response has not yet
expired.  Management  believes the Trust will ultimately prevail and receive the
funds; however, it is possible that the

                                       8
<PAGE>

escrow could be forfeited.  If the Trust forfeits the deposit,  it will record a
loss of $97,000 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 March 31,  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

On April 8, 2005, the Trust's board of trustees  approved  Bicycle Club,  L.L.C.
(the  "LLC")  entering  into an  Agreement  and  Plan  of  Merger  with  Secured
Investment Resources Fund, L.P. III, a Missouri limited partnership ("SIR III").
The  LLC  is  a  wholly  owned  subsidiary  of  the  Trust's  operating  limited
partnership Maxus Operating Limited Partnership ("MOLP"). The merger transaction
is subject to (i) the  approval  of the  Trust's  shareholders  due to  NASDAQ's
shareholder  approval  requirements  and (ii) the  consent of a majority  of the
total  outstanding  units of SIR III's limited partners  ("Partnership  Units"),
among  other  closing  conditions.  SIR III has  advised  the Trust  that it has
obtained the requisite limited partner approval. On May 6, 2005, the Trust filed
a preliminary proxy statement with the Securities and Exchange  Commission.  The
Trust hopes to mail a definitive  proxy statement to the shareholders at the end
of May.

SIR III's primary asset is The Bicycle Club  Apartments,  which  consists of 312
units of  multi-family  rental real estate  located  near I-29 and Barry Road in
Kansas City, Missouri.

Limited  partners of SIR III who are  "accredited  investors" as defined in Rule
501 under the  Securities  Act of 1933,  as amended  (the  "Act"),  may elect to
receive  operating  units in MOLP  ("Operating  Units"),  instead  of cash.  The
Operating Units will be redeemable, after a one-year holding period, for cash or
shares of the Trust's  common stock,  in the Trust's  discretion.  Shares of the
Trust's common stock received through the redemption of the Operating Units will
be "restricted securities," as defined in Rule 144 under the Act, and may not be
sold unless the shares are registered  under the Act or unless an exemption from
registration is available.

If none of the limited partners that are accredited  elect to receive  Operating
Units, the Trust anticipates using  approximately  $3,270,000 of MOLP's cash and
approximately  $1,000,000 of SIR III's cash and other  deposits,  which is being
acquired in connection with the merger,  to pay the merger  consideration to the
SIR III limited  partners.  The use of MOLP's cash will be reduced to the extent
limited partners that are accredited investors elect to receive Operating Units.

The parties to the merger  transaction have agreed that each Operating Unit will
be valued at a price of $14.00 per Operating  Unit.  Currently,  each  Operating
Unit,  if  redeemed  into  shares  of the  Trust's  stock,  are  converted  on a
one-to-one   basis,   subject  to  adjustment  as  provided  in  MOLP's  limited
partnership agreement. The $14.00 price was agreed to based on the recent prices
of the Trust's common stock at the time the merger agreement was executed.

Closing of the  transaction  is currently  scheduled  for third quarter of 2005.
Upon  consummation of the merger,  the LLC will be the surviving  entity and SIR
III will lose its separate existence.

                                       9
<PAGE>

David  L.  Johnson,  a  significant  shareholder,   Chairman,  President,  Chief
Executive Officer and a trustee of the Trust, is the principal  beneficial owner
and President of 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 and the sole owner of SIR III's general partner.  Mr. Johnson
is also an  affiliate of Paco  Development,  L.L.C.  ("Paco"),  which is a 2.43%
limited partner in SIR III. Monte McDowell,  Bob Kohorst and Chris Garlich, each
of whom are trustees of the Trust, are the beneficial  owners of 20.3%, 8.0% and
6.5%, respectively,  of SIR III's Partnership Units. Bond Purchase and Paco have
indicated  that they will elect to receive MOLP Units if the merger  transaction
is consummated.

Messrs.  Johnson's,  McDowell's,  Kohorst's  and Garlich's  relationship  to and
interest in SIR III were  disclosed to the Trusts'  board of  trustees,  and the
transaction was approved by all of the Trust's disinterested trustees.

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. In addition, forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "may," "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

                                       10
<PAGE>

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. 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 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

                                       11
<PAGE>

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 seven apartment  communities.  The
last commercial building was sold in August 2004. Cash is primarily generated by
renting  apartment units 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 March 31, 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

                                       12
<PAGE>

("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 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 March
31, 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 March 31,  2005 was  $3,600,000,  a  decrease  of  $260,000  from the
balance of $3,860,000 at December 31, 2004. Escrows and reserves held by various
lenders were  $1,172,000 and $1,028,000 at March 31, 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.

Net cash provided by operating  activities decreased $60,000 to $234,000 for the
period ended March 31, 2005 primarily  attributable  to a decrease of $79,000 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 $81,000
comprised primarily of capital  expenditures.  The largest capital  expenditures
included $50,000 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
                                       13
<PAGE>

during the first quarter of 2005.

Net cash used in financing  activities  of continuing  operations  was $413,000.
Distributions  were paid totaling  $326,000 and cash was provided by issuance of
common stock for $29,000.

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  $450,000 are currently  planned for the
remainder of 2005,  primarily for painting,  roofs, and HVAC projects,  with the
majority of the  expenditures  expected to be  reimbursed  from reserves held by
lenders.  Capital  replacements  of  approximately  $245,000  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  proposed  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  Consolidated  Financial  Statements  herein,  the  Trust  anticipates  using
approximately  $3,270,000 of cash to pay the merger  consideration  in the event
the merger is consummated. Closing of the transaction is currently scheduled for
the third quarter of this year.

On August 25, 2004,  ACI  Financing,  L.L.C.,  a  subsidiary  of the Trust ("ACI
Financing"),  sold  the ACI  Building.  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
                               March 31, 2005             Rate

ACI                             4,121,000                12.63%                  August 1, 2010

Forest Park                     1,855,000                 4.91% (variable)       September 1, 2007

Kings Court/Terrace             2,317,000                 4.64% (variable)       May 1, 2009

Terrace                         1,617,000                 6.87%                  February 1, 2009

Chalet I                        3,912,000                 6.59%                  October 1, 2008

Chalet II                       1,475,000                 6.535%                 October 1, 2008

The Landings                    3,651,000                 7.66%                  September 1, 2007

Barrington Hills                5,612,000                 6.035%                 July 1, 2029

Arbor Gate                      3,055,000                 4.71% (variable)       September 1, 2011

Waverly                         4,214,000                 4.70% (variable)       September 1, 2011
                             ------------

Total                        $ 31,829,000
                              ===========
</TABLE>

                                       14
<PAGE>

Reference is also made to Note 3 of Notes to 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 months ended
March 31, 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 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
                                                                                        March 31,         March 31,
                                                                                          2005              2004

       Net income (loss)                                                                (33,000)          (29,000)

       Property related depreciation
          and amortization (1)                                                          503,000           342,000
                                                                                    -----------       -----------
       Funds from operations                                                     $      470,000           313,000
                                                                                    ===========       ===========
</TABLE>

(1)  Depreciation  and  amortization  of  discontinued  operations of $51,000 is
included in the 2004 amount.


                                       15
<PAGE>

Occupancy

The occupancy levels at March 31 were as follows:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                OCCUPANCY LEVELS AT MARCH 31,
                                                                   2005             2004
                                                                   ----             ----
         Arbor Gate                                                 94%              n/a
         Barrington Hills                                           90%              97%
         Chalet                                                     94%              99%
         Forest Park                                                85%              88%
         King's Court/Terrace (1)                                   93%              94%
         The Landings                                               92%              97%
         Waverly                                                    95%              n/a
         ACI Building                                               n/a             100%
</TABLE>

(1) King's Court/Terrace occupancy for 2004 reflects only King's Court. Terrace
was acquired in April 2004.

Forest Park was 85%  occupied  at March 31,  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 93% at March 31,
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  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 94%
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 90% range.  The Landings and Barrington
Hills had occupancy of 92% and 90%, respectively on March 31, 2005.  Concessions
in the Little Rock area continue to be minimal. Arbor Gate and Waverly ended the
year at 94% 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  month  periods  ended  March  31,  2005 and  2004,  the  Trust's
consolidated revenues from continuing operations were $1,775,000 and $1,297,000,
respectively.  The increase in revenue of $478,000  (36.9%) is due  primarily to
the  acquisition  of Terrace,  Arbor Gate and Waverly  Apartments.  The combined
income  for the three  months  ended  March 31,  2005 from  Kings  Court/Terrace
increased by  approximately  $92,000  when  compared to the same period in 2004.
Arbor Gate provided $179,000 and Waverly provided $213,000 of additional revenue
for the three months ended March 31, 2005.

For the  three  month  periods  ended  March  31,  2005 and  2004,  the  Trust's
consolidated  operating expenses from continuing  operations were $1,595,000 and
$1,096,000,  respectively.  The  increase in expense of $499,000  (45.5%) is due
primarily to the properties acquired in 2004. The combined operating expenses at
Kings Court/Terrace for the three-month period ended March 31, 2005 increased by
approximately $104,000 when compared to the same period in 2004. The acquisition
of Arbor  Gate  and  Waverly  increased  operating  expenses  by  $173,000,  and
$223,000,  respectively  for the three  months  ended March 31,  2005.  Interest
expense  increased  $263,000  for the  three-month  period ended March 31, 2005,
primarily  due to $130,000 of  interest  expense  recorded on the ACI wrap loan.
There is a  corresponding  increase of  $130,000 in interest  income on the wrap
loan that offsets  this  expense.  See Note 6 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 $136,000  that was not  incurred for the
three month period ended March 31, 2004.

The net loss from  continuing  operations for the three month period ended March
31,  2005 was  ($209,000)  or ($.16)  per  share.  The net loss from  continuing
operations  for the three month  period  ended March 31, 2004 was  ($67,000)  or
($.05) per share.

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<PAGE>

Comparison of Results of Discontinued Operations

For the  three-month  period  ended  March 31,  2005,  revenues  for the Trust's
discontinued   operations  decreased  $234,000  (100%)  and  operating  expenses
decreased  $105,000  (100%) as compared  to the same time  period in 2004.  This
decrease is primarily  due to the  inclusion of the ACI results for three 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 March 31, 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 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 4.64%; Arbor Gate and Waverly are currently 4.71%
and 4.70%  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


                                       17
<PAGE>

          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  Plaintiffs  have
          alleged $1,500,000 in compensatory  damages and $3,500,000 in punitive
          damages. 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.

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

          None


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          On May 10, 2005, the Trust held its Annual Meeting of Shareholders. At
          the meeting the following matters were voted on by the shareholders:

          1.   The following  individuals  were the nominees of management voted
               upon and elected as trustees by the  shareholders of the Trust at
               the  meeting  to hold  office  until the next  Annual  Meeting of
               Shareholders  and until their successors are elected and qualify:
               Monte McDowell, Danley K. Sheldon, Jose Evans, Kevan Acord, David
               L.  Johnson,  Chris  Garlich  and W. Robert  Kohorst.  There were
               1,020,102 votes "for" Mr. McDowell and 120,374 votes  "withheld."
               There were  1,021,836  votes "for" Mr.  Sheldon and 118,640 votes
               "withheld."  There  were  1,029,347  votes  "for"  Mr.  Evans and
               111,129 votes  "withheld."  There were 1,029,537  votes "for" Mr.
               Acord and 110,939 votes  "withheld."  There were 1,020,976  votes
               "for" Mr.  Johnson  and  119,500  votes  "withheld."  There  were
               1,020,202  votes "for" Mr. Garlich and 120,274 votes  "withheld."
               There were  1,027,000  votes "for" Mr.  Kohorst and 113,476 votes
               "withheld."

          2.   A proposal to amend the  Trust's  Articles  of  Incorporation  to
               authorize  the  issuance of up to  5,000,000  shares of preferred
               stock.  The total votes for this  proposal  were cast as follows:
               694,848 voted "for", 155,796 voted "against", 6,343 "abstentions"
               and  283,488  "broker  non-votes."  As  a  result,  the  proposal
               received the necessary votes for approval by the  shareholders of
               the Trust.

          3.   A proposal  to amend the Trust's  bylaws to not require  that the
               Trust's  Chairman  of the Board be the  Trust's  Chief  Executive
               Officer,  but to allow the  Trust's  President  to be the Trust's
               Chief Executive Officer, if so designated by the Trust's Board of
               Trustees. The total votes for this proposal were cast as follows:
               829,401 voted "for", 18,649 voted "against",  8,937 "abstentions"
               and  283,488  "broker  non-votes."  As  a  result,  the  proposal
               received the necessary votes for approval by the  shareholders of
               the Trust.

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<PAGE>

ITEM 5.   OTHER INFORMATION

          (a)  On May 10,  2005,  the Board of Trustees of the Trust  declared a
               cash dividend of $0.25 per share payable to the holders of record
               on May 31, 2005 of the Trust's $1.00 par value, common stock. The
               Board  anticipates  that  the  dividend  will be paid on June 21,
               2005. The Trust's Board of Trustees intends, subject to continued
               performance and  availability  of sufficient  funds, to declare a
               $.25 per share cash dividend  each quarter,  at least in the near
               future.

          (b)  On May 10,  2005,  at the  Registrant's  annual Board of Trustees
               meeting,  David L.  Johnson  was  appointed  as the  Registrant's
               President  and Chief  Executive  Officer,  and John W.  Alvey was
               appointed as the  Registrant's  Chief  Financial  and  Accounting
               Officer.


ITEM 6.   EXHIBITS

          See Exhibits Index on Page 21


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<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: May 11, 2005                    By: /s/ David L. Johnson
                                          -----------------------------
                                          David L. Johnson
                                          Chairman of the Board,
                                          President and Chief Executive Officer
                                          Trustee

Date: May 11, 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 as amended.

3.2  Bylaws of the Registrant as amended.

10.1 Agreement  and Plan of Merger  dated March 18, 2005  between  Bicycle  Club
     L.L.C. and Secured Investment Resources Fund, L.P., III.

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.



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