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, 2000

                                       OR

[ ] 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 0-13754


                            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)

1100 Main St., Ste 2100 Kansas City, Missouri                           64105
(Address of principal executive offices)                              (Zip Code)

Trust's telephone number, including area code        (816) 421-4670

Indicate by check mark  whether the Trust (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter  period that the Trust was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X]  No [ ]


                                       1
<PAGE>

                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
            OF OPERATIONS                                                     6

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   11
ITEM 2.  CHANGES IN SECURITIES                                               11
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 11
ITEM 5.  OTHER INFORMATION                                                   13
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    13


SIGNATURES                                                                   15
EXHIBIT INDEX                                                                16



                                       -2-

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            MAXUS REALTY TRUST, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)
                                                            March 31, 2000
ASSETS:
Investment property
   Land                                                   $     2,080,000
   Buildings and improvements                                  13,716,000
                                                             ------------
                                                               15,796,000

   Less accumulated depreciation                              (5,951,000)

                                                                9,845,000

   Investment property held for sale                            3,279,000
                                                            -------------
           Total investment property                           13,124,000

Cash                                                               41,000
Accounts receivable                                               269,000
Prepaid expenses and other assets                                 216,000
Deferred expenses, less accumulated amortization                  387,000
                                                             ------------
           Total assets                                   $    14,037,000
                                                              ===========


LIABILITIES AND SHAREHOLDERS' EQUITY:

Liabilities:
   Mortgage notes payable                                 $     4,510,000
   Accounts payable and accrued expenses                          263,000
   Real estate taxes payable                                      268,000
   Refundable tenant deposits                                      64,000
                                                             ------------
           Total liabilities                                    5,105,000

Shareholders' equity:
   Common stock, $1 par value: authorized 5,000,000 shares
      866,624 shares issued and outstanding                       867,000
   Additional paid-in-capital                                  14,252,000
   Distributions in excess of accumulated earnings            (6,187,000)
                                                             ------------
           Total shareholders' equity                           8,932,000

                                                          $    14,037,000
                                                             ============
See accompanying notes to financial statements.

                                       -3-
<PAGE>

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

                                                         Three Months Ended
                                                    March 31           March 31
                                                      2000                1999

Revenues:
   Rental                                       $   657,000             664,000
   Other                                             68,000              81,000
                                                     ------              ------

           Total revenues                           725,000             745,000
                                                    -------             -------

Expenses:
   Depreciation and amortization                    178,000            191,000
   Repairs and maintenance, including common
      area maintenance                               88,000             88,000
   Real estate taxes                                129,000            146,000
   Interest, net                                     95,000             93,000
   Professional fees                                103,000            174,000
   General and administrative                        31,000            130,000
   Utilities                                         68,000             56,000
   Property management fees - related parties        25,000             51,000
   Other operating expenses                          44,000             20,000
                                                   --------           ---------


           Total expenses                           761,000            949,000
                                                    -------            -------

           Net loss                             $  (36,000)           (204,000)
                                                   ========           =========

Per share data (basis and diluted):
   Net loss                                     $      (.04)              (.24)
                                                 ===========          =========

   Distributions:
      Paid in current year:
         Taxable to shareholders                $      ----                ----
          Return of capital                            ----                ----
                                                -----------           ---------

           Total paid in current year                  ----                ----
                                                ===========           =========

   Weighted average shares outstanding              866,624             866,624
                                                    =======           =========

See accompanying notes to financial statements.

                                       -4-

<PAGE>

                            MAXUS REALTY TRUST, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          Three Months Ended
                                                        March 31       March 31
                                                          2000           1999

Cash flows from operating activities:
   Net loss                                             (36,000)       (204,000)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization                    178,000         191,000
       Changes in accounts affecting operations:
           Accounts receivable                          (19,000)         50,000
           Prepaid expenses and other assets            (47,000)       (113,000)
           Accounts payable and other liabilities      (207,000)         11,000
           Deferred compensation                           ----          61,000
                                                       ---------     ----------

              Net cash used in operating activities    (131,000)         (4,000)
                                                       ---------     ----------

Cash flows from investing activities:
       Capital expenditures                              (8,000)        (74,000)
                                                     -----------     ----------

Cash flows from financing activities:
       Principal payments on mortgage notes payable     (28,000)        (26,000)
                                                     -----------     ----------

              Net decrease in cash                     (167,000)       (104,000)

Cash, beginning of period                               208,000         505,000
                                                        -------         -------
Cash, end of period                                 $    41,000         401,000
                                                      =========         =======

Supplemental disclosure of cash flow information -
   cash paid during the quarter for interest        $    95,000          97,000
                                                      =========         =======
See accompanying notes to financial statements


                                       -5-

<PAGE>
                           MAXUS REALTY TRUST, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
              THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

(1) Summary of Significant Accounting Policies

Refer to the financial  statements of Maxus Realty Trust, Inc.  (formerly Nooney
Realty Trust,  Inc.) (the "Trust") for the year ended  December 31, 1999,  which
are contained in the Trust's  Annual Report on Form 10-K,  for a description  of
the accounting policies which have been continued without change except as noted
below.  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 or as noted below. In
the opinion of management,  all adjustments (which include only normal recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations  and  changes in  financial  position  at March 31,  2000 and for all
periods  presented have been made. The results for the three-month  period ended
March  31,  2000 are not  necessarily  indicative  of the  results  which may be
expected for the entire year.

Certain reclassifications have been made to the prior quarter amounts to conform
to the current quarter presentation.

ITEM 2:      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

This  10-QSB  contains  forward-looking  information  (as defined in the Private
Securities  Litigation  Reform Act of 1995) that involves risk and  uncertainty,
including trends in the real estate  investment  market,  projected  leasing and
sales,  and  future  prospects  for  the  Trust.  Actual  results  could  differ
materially from those contemplated by such statements.

DESCRIPTION OF BUSINESS

Maxus Realty Trust, Inc., a Missouri corporation  (formerly Nooney Realty Trust,
Inc.), was formed on June 14, 1984 for the purpose of making equity  investments
in income-producing  real properties,  primarily commercial and light industrial
properties.  The Trust's  portfolio  is  comprised  of Atrium at Alpha  Business
Center,  a  multi-tenant  office  building  located  in  Bloomington,  Minnesota
("Atrium  at  Alpha");   Applied   Communications,   Inc.  Office  Building,   a
single-tenant office building located in Omaha,  Nebraska ("ACI Building");  and
Franklin Park  Distribution  Center,  a warehouse and  distribution  facility in
Franklin Park, Illinois ("Franklin Park").  These properties generated 44%, 40%,
and 16% of total revenues, respectively, for the quarter ended March 31, 2000.

On May 3, 2000,  the Trust entered into a letter of intent to sell Franklin Park
to an unrelated third party,  Chicago Industrial Partners,  L.L.C.  ("CIP"). The
sale  price  is  $4,525,000  payable  in cash  at the  closing,  subject  to any
prorations.  The Trust must pay the independent  real estate broker a commission
of five (5) percent of the total  purchase  price  excluding  any  prorations or
offsets. Franklin Park is one of three properties that the Trust currently owns.

The letter of intent is  non-binding  and is subject  to a sale  contract  being
fully  signed by May 22,  2000.  The  letter of  intent  provides  that the sale
contract  will make the sale subject to certain  conditions,  including  but not
limited  to,  CIP  having  a thirty  (30) day due  diligence  period  after  the
execution  of the sale  contract  pursuant  to which  CIP will have the right to
terminate the contract in its sole discretion without liability to the Trust.

Although  there can be no assurance  that this  transaction  will  ultimately be
consummated,  the closing is tentatively  scheduled to occur within fifteen (15)
business days after the end of the due diligence period.

                                       -6-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash on hand as of March 31,  2000,  was  $41,000,  a decrease of $167,000  from
December 31, 1999. The decrease in cash is attributable mainly to a reduction in
accounts  payable and other  liabilities  of $207,000.  Management  believes the
Trust's current cash position and the properties'  ability to provide  operating
cash flow should enable the Trust to fund anticipated  capital  expenditures and
service  debt in 2000.  Expenditures  for leasing  capital are  dependent on the
timing and  actual  dollars  negotiated  for  leases.  The  anticipated  capital
expenditures by property for 2000 are as follows:


                                        OTHER          LEASING
                                       CAPITAL         CAPITAL        TOTAL

Atrium at Alpha............            $18,000        $282,000       $300,000
Franklin Park..............               ---          225,000        225,000
ACI Building...............               ---          350,000        350,000
                                      ---------      ----------     ----------
                                       $18,000        $857,000       $875,000

The leasing capital  expenditures at Atrium at Alpha include tenant  alterations
and lease  commissions  for new and  renewal  tenants.  In  addition,  the Trust
anticipates  spending  capital  funds for HVAC and minor roof  replacements.  At
Franklin Park, leasing capital for tenant alterations and lease commissions upon
the leasing of the vacant space is  budgeted.  At the ACI  Building,  the single
occupant in the building renewed their lease in 1998. The funds to reimburse the
tenant for certain  tenant  alterations  up to a maximum of $350,000 may be paid
during  2000 or  deferred  until 2001  depending  on when the  tenant  elects to
perform the work.

The debt on the Trust's properties matures in the year 2001. Management believes
that the Trust will be able to refinance the debt on similar terms at that time.

CONTINGENCIES

The Trust's  multi-tenant office building located in Bloomington,  Minnesota has
been classified in the Minneapolis Airport Committee's (the "MAC") Safety Zone A
in the future  expansion of the  Minneapolis  Airport.  The expansion  runway is
anticipated to be completed in 2003. The MAC began buying out impacted buildings
during 1999. Safety Zone A is adjacent to the Federal Aviation Authority's noise
buy out  zone.  The MAC has not  indicated  whether  or not it will  buy out the
Trust's building.  The Trust is monitoring  whether the increased noise from the
new runway will have an impact on future  leasing of the building.  If the Trust
determines  there is a negative  impact,  the Trust will petition the MAC to buy
the  building.  If the building  continues to be classified in Safety Zone A, it
will be classified as  nonconforming  use.  Given the  preliminary  state of the
future expansion, management is unable at this time to determine what impact, if
any, this matter will have on the Trust.

RESULTS OF OPERATIONS

The results of  operations  for the Trust's  properties  for the quarters  ended
March 31,  2000 and 1999 are  detailed  in the  schedule  below.  Administrative
expenses, including professional fees, of the Trust are excluded.


                                       -7-

<PAGE>

FUNDS FROM OPERATIONS

The white paper on Funds from  Operations  approved by the board of governors of
NAREIT in March 1999 defines funds from operations as net income (loss)(computed
in accordance  with GAAP),  excluding  gains (or losses) from sales of property,
plus real estate related  depreciation and  amortization,  and after adjustments
for   unconsolidated   partnerships   and   joint   ventures.   Adjustment   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.

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.
                                 ATRIUM AT ALPHA  FRANKLIN PARK     ACI BUILDING
                                                  (in thousands)
2000 Revenues                       $ 312.6            113.5           $ 298.9
     Expenses                         274.9            140.7             204.5
                                     ------          -------            ------
     Net Income (loss)                 37.7            (27.2)             94.4
     Depreciation and Amortization     95.3             36.3              44.9
                                     ------          -------            ------
     Funds from Operations            133.0              9.1             139.3
                                     ======          =======            ======

1999 Revenues                       $ 347.3        $    97.6           $ 300.3
     Expenses                         283.5            153.2             234.9
                                     ------           ------           -------
     Net Income (loss)                 63.8            (55.6)             65.4
     Depreciation and Amortization     95.1             36.4              55.8
                                    -------          -------           -------
     Funds from Operations            158.9            (19.2)            121.2
                                    =======          =======            ======
COMPARISONS BY PROPERTY

Revenues at the Atrium at Alpha for the quarter  ended March 31, 2000  decreased
$34,700  compared to the same  period in 1999.  The  decrease  in  revenues  was
primarily  due to a  decrease  in rental  income of $16,000  and a  decrease  in
miscellaneous  income of $16,000.  Operating expense for the quarter ended March
31, 2000 decreased  $8,600  compared to the same period in 1999. The decrease in
operating expense was primarily due to a decrease in management fees of $9,000.

                                       -8-
<PAGE>
COMPARISONS BY PROPERTY- CONTINUED

At  Franklin  Park,  revenues  for the quarter  ended  March 31, 2000  increased
$15,900 compared to the same period in 1999.  Operating  expense for the quarter
ended March 31, 2000 decreased  $12,500 compared to the same period in 1999. The
decrease in operating expense was primarily due to a decrease in management fees
of $10,200.

Revenues  at the ACI  Building  for the quarter  ended March 31, 2000  decreased
slightly compared to the same period in 1999.  Operating expense for the quarter
ended March 31, 2000 decreased  $30,400 compared to the same period in 1999. The
decrease in operating  expense was primarily  due to a decrease in  amortization
expense of $11,000. Management fees decreased by $7,000 and the remainder of the
decrease was due to decreases in a number of expense  categories,  none of which
was significant.

The occupancy levels at March 31 were as follows:

                                      OCCUPANCY LEVELS AT MARCH 31,
                                        2000                  1999
         Atrium at Alpha                 83%                   92%
         Franklin Park                   57%                   57%
         ACI Building                   100%                  100%

During the quarter ended March 31, 2000, the occupancy  level at Atrium at Alpha
decreased  from 86% at December 31, 1999 to 83% at March 31, 2000.  One tenant's
lease  expired in 1999 which  occupied  3,451  square feet.  In 1999,the  tenant
agreed to a month to month  extension  and  vacated  March 5,  2000.  One tenant
vacated which  occupied  1,255 square feet.  One tenant  renewed their lease for
1,536  square feet . The  property  has one major  tenant  occupying  16% of the
building. The lease for this tenant expires in December 2003.

Franklin Park has one tenant occupying 57% of the building. The lease expires in
December 2004.

The ACI Building has a single tenant  occupying 100% of the building.  The lease
expires in August 2008.

The Trust reviews long-lived assets for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of a  property  may not be
recoverable.  The Trust  considers a history of operating  losses or a change in
occupancy to be primary indicators of potential impairment.  The Trust deems the
property  to be impaired if a forecast of  undiscounted  future  operating  cash
flows directly related to a property,  including disposal value, if any, is less
than its carrying amount. If the property is determined to be impaired, the loss
is measured as the amount by which the carrying  amount of the property  exceeds
its fair value.  Fair value is based on quoted market prices in active  markets,
if available.  If quoted market  prices are not  available,  an estimate of fair
value is based on the best information  available,  including prices for similar
properties or the results of valuation techniques such as discounting  estimated
future cash flows.  Considerable  management  judgment is  necessary to estimate
fair value.  Accordingly,  actual  results  could vary  significantly  from such
estimates.

COMPARISON OF CONSOLIDATED RESULTS

For the quarter  ended March 31, 2000,  the Trust's  consolidated  revenues were
$725,000  compared to $745,000 for the quarter  ended March 31,  1999.  Revenues
decreased  $20,000  (2.7%).  The  decrease  in  consolidated   revenues  relates
primarily  to  a  decrease  in  rental  revenue  and  common  area   maintenance
reimbursement  at the Atrium at Alpha of $32,000.  This  decrease  was offset in
part by an increase in revenue at Franklin Park of $16,000.

                                       -9-
<PAGE>

COMPARISON OF CONSOLIDATED RESULTS - CONTINUED

For the quarter  ended March 31, 2000,  the Trust's  consolidated  expenses were
$761,000 compared to $949,000 for the quarter ended March 31, 1999. The decrease
in expense of  $188,000  (19.8%) is due  primarily  to a decrease in general and
administrative  expenses of $99,000,  professional fees of $71,000, and property
management  fees-related  party  of  $26,000.  The  decrease  in  administrative
expenses was  primarily  due to a reduction in payroll  expense paid to previous
management of $90,000. Current management does not charge payroll expense to the
Trust.

The net loss for the quarter ended March 31, 2000 was $36,000 or $.04 per share.
The net loss for the  quarter  ended  March 31,  1999 was  $204,000  or $.24 per
share.

Cash flow used in operating  activities was $131,000 for the quarter ended March
31, 2000  compared  to $4,000 for 1999.  The  decrease in cash flow  provided by
operating  activities  was due  primarily to  decreases in accounts  payable and
other liabilities of $207,000. Cash flow used in investing activities was $8,000
for the quarter ended March 31, 2000  compared to $74,000 in 1999.  The decrease
in cash flow used in  investing  activities  was due  primarily to a decrease in
capital expenditures. Cash flow used in financing activities was $28,000 for the
quarter  ended March 31,  2000  compared  to $26,000 in 1999.  Reduction  of the
principal  balance  on the  mortgage  note  was the  sole  use of cash  flow for
financing activities for the quarter ended March 31, 2000 and 1999.

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, 2000
The Trust does not believe  that it has any material  exposure to interest  rate
risk. The Debt on the Trust's  properties  matures in the year 2001.  Management
believes  that the Trust will be able to refinance  the debt on similar terms at
that time.

INFLATION

The  effects  of  inflation  did not have a  material  impact  upon the  Trust's
operations in the quarter ended March 31, 2000 or in fiscal 1999 or 1998.

                                      -10-

<PAGE>

PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
           None

ITEM 2.    CHANGES IN SECURITIES

On May 11, 2000,  the Trust sold 173,000  shares of its common stock,  par value
$1.00 per share, at a price of $8.00 per share,  solely to accredited  investors
(as such term is  defined in Rule 501 of  Regulation  D)  pursuant  to a private
placement in accordance with Rule 506 of Regulation D. Each investor  executed a
subscription agreement pursuant to which each investor represented and warranted
that such investor met the requirements of an accredited investor. The Trust did
not engage in any form of general solicitation or general advertising in selling
the shares.  The shares sold  pursuant  to the private  placement  have not been
registered under the Securities Act of 1933, as amended,  and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration, and the stock certificates representing such shares will contain a
legend with this restriction.

The Trust  sold the  shares  to  comply  with the  listing  rules of the  Nasdaq
National Market  ("Nasdaq").  Nasdaq had previously  notified the Trust that the
Trust was not in compliance with two Nasdaq listing requirements.  Those listing
requirements  require (1) the Trust to maintain in excess of 750,000 shares that
are  publicly  held and (2) that the  market  value of the  public  float of the
Trust's shares exceed $5,000,000. Nasdaq is requiring the Trust to demonstrate a
market value of public float of at least  $5,000,000  on or before May 11, 2000;
immediately  thereafter,  the Trust must evidence a market value of public float
of at least $5,000,000 for a minimum of ten consecutive trading days.

There  can be no  assurance  that  the  issuance  of  the  173,000  shares  will
successfully remedy these deficiencies.  If the requirements are not met, Nasdaq
may determine to transfer the Trust's common stock to the Nasdaq SmallCap Market
or delist it, either of which could make it more difficult for  shareholders  to
sell their stock.

The Trust intends to use the proceeds of the private  placement,  less legal and
administrative  fees incurred in connection with the private placement,  to fund
capital improvements, dividends and potential future acquisitions.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
           None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 9,  2000,  the Trust  held its Annual  Meeting  of  Shareholders.  At the
meeting, the following matters were voted upon by the shareholders:

1.   A proposal to amend Article Eight of the Trust's Articles of Incorporation,
     Section  6.1 of Article VI of the  Trust's  Bylaws and  Section  10.8(b) of
     Article X of the Trust's Bylaws to eliminate the Trust's "self-liquidating"
     policy.

                                      -11-

<PAGE>

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

2.   A proposal to amend  provisions of the Trust's Bylaws to eliminate  certain
     investment and borrowing restrictions on the Trust. The proposal was to

     A.   amend  Section  6.2 of the  Trust's  Bylaws  by  deleting  the text of
          paragraph  (d) thereof;  as a result,  the Trust would be permitted to
          acquire equity securities of other companies;

     B.   amend  Section  6.2 of the  Trust's  Bylaws  by  deleting  the text of
          paragraph  (i)  thereof;  as a result the Trust would be  permitted to
          exchange its common stock for real estate investments;

     C.   amend Section  3.1(e) of the Trust's  Bylaws by deleting  clauses (ii)
          and (iii)  thereof,  and amend  Section 3.4 of the  Trust's  Bylaws by
          deleting paragraph (e) thereof; as a result,  existing provisions that
          restrict (1) total  indebtedness  of the Trust from  exceeding 300% of
          the net asset value of the  Trust's  assets and  unsecured  borrowings
          that result in an asset coverage of less than 300% and (2) require the
          Independent  Trustees to monitor such coverages,  would be eliminated;
          and

     D.   amend the second  paragraph  of Section 9.4 of the  Trust's  Bylaws by
          adding a new  paragraph  (d) thereto that allows the Trust to purchase
          or sell property from or to affiliates of the Trust if approved by the
          unanimous vote of the disinterested Independent Trustees.

3.   A proposal to amend  Article One of the Trust's  Articles of  Incorporation
     and Section  1.1 of Article I of the  Trust's  Bylaws to change the name of
     the Trust to Maxus Realty Trust, Inc.

4.   To elect five  trustees  to hold office  until the next  Annual  Meeting of
     Shareholders and until their successors are elected and qualify.

     The total votes for Proposal 1 were cast as follows:  491,697  voted "for",
     67,506 voted "against" and 8,689 "abstentions".

     The total votes for Proposal 2A were cast as follows:  493,105 voted "for",
     65,485 voted "against" and 9,303 "abstentions".

     The total votes for Proposal 2B were cast as follows:  490,214 voted "for",
     68,344 voted "against" and 9,335 "abstentions".

     The total votes for Proposal 2C were cast as follows:  488,480 voted "for",
     71,093 voted "against" and 8,320 "abstentions".


                                      -12-

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

     The total votes for Proposal 2D were cast as follows:  489,424 voted "for",
     69,725 voted "against" and 8,744 "abstentions".

     The total votes for Proposal 3 were cast as follows:  629,011  voted "for",
     61,302 voted "against" and 11,472 "abstentions".

Each  of  the  proposals  received  the  necessary  votes  for  approval  by the
shareholders of the Trust.

The  following  were the  nominees of  management  voted upon and elected by the
shareholders of the Trust: David L. Johnson,  Monte McDowell,  Daniel W. Pishny,
Robert B. Thomson and Chris Garlich.  There were 681,256 votes "for" Mr. Johnson
and 20,529 votes  "withheld."  There were 686,334  votes "for" Mr.  McDowell and
15,451 votes  "withheld."  There were 685,750  votes "for" Mr. Pishny and 16,035
votes  "withheld."  There were 686,234 votes "for" Mr.  Thomson and 15,551 votes
"withheld."  There  were  685,650  votes  "for" Mr.  Garlich  and  16,135  votes
"withheld."

As a result of the approval of Proposal 3 to change the Trust's name, on May 10,
2000,  the Trust filed an  amendment  to the Trust's  Articles of  Incorporation
changing the Trust's name to Maxus Realty Trust,  Inc. As a result of the change
of name,  the Trust is in the process of changing the Trusts  NASDAQ symbol from
"NRTI" to "MRTI."

ITEM 5.    OTHER INFORMATION

On May 9, 2000 the newly  appointed  Board of Directors of the Trust  declared a
cash  dividend  of $0.16 per share  payable to the  holders of record on May 31,
2000 of the Trust's $1.00 par value,  common stock.  The Board  anticipates that
the dividend  will be paid on June 21,  2000.  The dividend is being paid out of
the Trust's paid-in surplus.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a) Exhibits

           See Exhibits Index on Page 16

           (b) Reports on Form 8-K

The  following  reports  on Form 8-K were  filed by the Trust  during  the first
quarter of 2000:

On January 25, 2000, the Trust filed a Form 8-K (File No.  000-13754)  reporting
the dismissal of Deloitte and Touche LLP as its certifying  accountant  (Items 4
and 7). On February 14, 2000,  the Trust filed  Amendment No. 1 to this Form 8-K
(Items 4 and 7).

On February 11, 2000, the Trust filed a report on Form 8-K (File No.  000-13754)
which reported the  appointment of KPMG LLP as its certifying  accountant  (Item
4).

                                      -13-

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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8 - CONTINUED

On May 5, 2000, the Trust filed a report on Form 8-K (File No.  000-13754) which
reported  the  Trust's  execution  of a  letter  of  intent  to sell  one of its
properties (Item 5).

On May 11, 2000, The Trust filed a report on Form 8-K (File No. 000-13754) which
reported  the  consummation  of a private  placement,  the results of the annual
meeting of the shareholders and the declaration of a dividend (Item 5).



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                                      -14-

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                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Trust has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.

                                                    MAXUS REALTY TRUST, INC.

Date: May 11, 2000                                  By: /s/Daniel W. Pishny
                                                        ------------------------
                                                           Daniel W. Pishny
                                                           President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on May 11, 2000, by the following persons on behalf of the
Trust and in the capacities indicated.

                                                   /s/ John W. Alvey
                                                   -----------------------------
                                                   John W. Alvey
                                                   Vice President
                                                   Chief Financial and
                                                   Accounting Officer

                                      -15-

<PAGE>

EXHIBIT INDEX

Exhibit
Number             Description

 3.1               Articles of Incorporation dated June 12, 1984.

 3.2               Amendment of Articles of Incorporation dated May 10, 2000.

 3.3               Bylaws of the Registrant, as amended.

27.1               Financial Data Schedule


                                      -16-

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