----

----

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION********Washington, D.C.  20549**

----

**Form 10-QSB**
|   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|---------------------------------------------------------------------------------------------|

**For the quarterly period ended June 30,2001**

**Commission File Number:****0-25074**

**STONEHAVEN REALTY TRUST******(Exact name ofregistrant as specified in its charter)
| **Maryland**                                      |   | **39-6594066**                           |
|---------------------------------------------------|--------|------------------------------------------|
| ****                                              |   | ****                                     |
| (State  or other jurisdiction of incorporation)   |   | (I.R.S.  Employer Identification Number) |
|                                              |   |                                     |
| **4150 Olson Memorial Highway,  Minneapolis, MN** |   | **55422**                                |
| ****                                              |   | ****                                     |
| (Address  of principal executive offices)         |   | (Zip  code)                              |

Issuer'stelephone number: 763-398-1100 Fax number: 763-398-1101

Securitiesregistered under Section 12(b) of the Act: None

Securitiesregistered under Section 12(g) of the Act: Common Shares, $0.01 par value

----

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during thepast 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to the filingrequirements for the past 90 days. Yes ý No o

Asof August 8, 2001, 4,517,524 shares of the issuer's common shares wereoutstanding.

Transitional Small Business Disclosure Format (Checkone): Yes o No ý(Added by Exch Act Rel No. 31905, eff 4/26/93.)

This report contains 23 pages. There is one exhibit.

----

----

**STONEHAVEN REALTY TRUST AND SUBSIDIARIESFORM 10-QSBINDEX**

 

| **PART I.  Financial Information**                                                                                                                                              |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                 |   |
|              Consolidated Balance  Sheet—June 30, 2001 (unaudited)                                                  |   |
|                                                                                                                                                                                 |   |
|              Consolidated  Statements of Operations—Six months ended June 30, 2001 and June 30, 2000  (unaudited)   |   |
|                                                                                                                                                                                 |   |
|              Consolidated  Statements of Operations—Three months ended June 30, 2001 and June 30, 2000  (unaudited) |   |
|                                                                                                                                                                                 |   |
|              Consolidated  Statements of Cash Flows—Six months ended June 30, 2001 and June 30, 2000  (unaudited)   |   |
|                                                                                                                                                                                 |   |
|              Notes to  Consolidated Financial Statements                                                                 |   |
|                                                                                                                                                                                 |   |
|              Management's  Discussion and Analysis of Financial Condition and Plan of Operation                          |   |
|                                                                                                                                                                                 |   |
| **Part II.  Other Information**                                                                                                                                                 |   |
|                                                                                                                                                                                 |   |
|              Other  Information                                                                                          |   |
|                                                                                                                                                                                 |   |
|              Exhibits and  Reports on Form 8–K                                                                      |   |
|                                                                                                                                                                                 |   |
|              Signatures                                                                                                  |   |
|                                                                                                                                                                                 |   |

**StonehavenRealty Trust and SubsidiariesConsolidated Balance Sheet**** June 30, 2001(unaudited)**

| **ASSETS**                                                                                                                                                                            |                                                |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|------------|
| Investments  in fixed assets:                                                                                                                                                         |                                                |       |
|                                                                                                                                                                                  | Land                                                | $          | 2,195,034 |   |
|                                                                                                                                                                                  | Buildings  and improvements                         | 8,780,142  |   |
|                                                                                                                                                                                  | Computer  hardware, software and other fixed assets | 997,424    |   |
|                                                                                                                                                                                       |                                                |
|                                                                                                                                                                                  | 11,972,600                                          |       |
|                                                                                                                                                                                  | Accumulated  depreciation and amortization          | (692,668   | ) |
|                                                                                                                                                                                       |                                                |
|                                                                                                                                                                                  | Net  investments in real estate                     | 11,279,932 |   |
| Cash  and cash equivalents                                                                                                                                                            | 464,611                                             |       |
| Accounts  receivable, net                                                                                                                                                             | 700,506                                             |       |
| Restricted  cash                                                                                                                                                                      | 235,482                                             |       |
| Other  assets, net                                                                                                                                                                    | 1,501,703                                           |       |
| Goodwill,  net                                                                                                                                                                        | 2,493,326                                           |       |
|                                                                                                                                                                                       |                                                |
| **TOTAL  ASSETS**                                                                                                                                                                     | $                                                   | 16,675,560 |   |
|                                                                                                                                                                                       |                                                |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**                                                                                                                                         |                                                |       |
| Liabilities:                                                                                                                                                                          |                                                |       |
| Mortgage  loans and notes payable                                                                                                                                                     | $                                                   | 6,590,568  |   |
| Related  party notes payable                                                                                                                                                          | 535,000                                             |       |
| Accounts  payable and accrued expenses                                                                                                                                                | 848,430                                             |       |
| Deferred  revenue and security deposits                                                                                                                                               | 138,233                                             |       |
| Dividends  and distributions payable                                                                                                                                                  | 209,139                                             |       |
|                                                                                                                                                                                       |                                                |
| Total  liabilities                                                                                                                                                                    | 8,321,370                                           |       |
| ****                                                                                                                                                                                  | ** **                                          |
| Minority interest in consolidated subsidiary                                                                                                                                          | 32,994                                              |       |
|                                                                                                                                                                                  | ** **                                          |
| **COMMITMENTS AND CONTINGENCIES:  (Note 8)**                                                                                                                                     |                                                | ** ** |
|                                                                                                                                                                                  |                                                | ** ** |
| Shareholders'  equity:                                                                                                                                                                |                                                | ** ** |
| Preferred  Shares – $0.01 par value, 10,000,000 authorized:  663,291 Class A cumulative convertible shares issued and  outstanding, $10.00 per share liquidation preference | 6,633                                               |       |
| Common  Shares - $0.01 par value, 100,000,000 authorized; 4,517,524 shares issued and  outstanding                                                                                    | 45,176                                              |       |
| Additional  paid-in capital                                                                                                                                                           | 25,595,216                                          |       |
| Accumulated  deficit                                                                                                                                                                  | (17,286,060                                         | )          |
| Treasury  stock, at cost                                                                                                                                                              | (39,769                                             | )          |
|                                                                                                                                                                                       |                                                |
| Total  shareholders' equity                                                                                                                                                           | 8,321,196                                           |       |
|                                                                                                                                                                                       |                                                |
| **TOTAL  LIABILITIES AND SHAREHOLDERS’ EQUITY**                                                                                                                                  | $                                                   | 16,675,560 |   |
|                                                                                                                                                                                       |                                                |
|                                                                                                                                                                                       |                                                     |            |  |  |  |

The accompanying notesare an integral part of the consolidated financial statements.

**StonehavenRealty Trust and SubsidiariesConsolidated Statements ofOperations****(unaudited)**

|                                                                                                                | **For the six months ended June 30,**                                      |
|---------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
|                                                                                                                | ****                                                                       |
|                                                                                                                | **2001**                                                                   | **2000** |
|                                                                                                                | ****                                                                       |   | **** |
|                                                                                                                |                                                                       |   |   |   |
| **Revenues**                                                                                                        |                                                                       |   |   |   |
|                                                                                                                | Rental  revenue                                                            | $ | 693,430 |   | $ | 1,726,999 |   |
|                                                                                                                | Tenant  recoveries                                                         | 439,476 |   | 907,541 |   |
|                                                                                                                | Professional  services and sales of hardware and software                  | 1,615,748 |   | 1,037,322 |   |
|                                                                                                                | Interest  and other                                                        | 59,302 |   | 191,684 |   |
|                                                                                                                     |                                                                       |
|                                                                                                                | Total  revenues                                                            | 2,807,956 |   | 3,863,546 |   |
|                                                                                                                     |                                                                       |
| **Expenses**                                                                                                        |                                                                       |   |   |   |
|                                                                                                                | Property,  operating and maintenance                                       | 148,004 |   | 481,602 |   |
|                                                                                                                | Advertising  and promotion                                                 | 94,198 |   | 4,001 |   |
|                                                                                                                | Property  taxes and insurance                                              | 264,268 |   | 481,909 |   |
|                                                                                                                | Depreciation  and amortization                                             | 1,558,409 |   | 945,137 |   |
|                                                                                                                | Interest                                                                   | 472,678 |   | 939,296 |   |
|                                                                                                                | General  and administrative                                                | 1,073,049 |   | 1,335,136 |   |
|                                                                                                                | Management  fees                                                           | 53,261 |   | 128,573 |   |
|                                                                                                                | Costs  related to professional services and sales of hardware and software | 734,829 |   | 705,293 |   |
|                                                                                                                | Product  development                                                       | 114,917 |   | 293,600 |   |
|                                                                                                                | Nonrecurring  expenses                                                     | - |   | 236,165 |   |
|                                                                                                                     |                                                                       |
|                                                                                                                | Total  expenses                                                            | 4,513,613 |   | 5,550,712 |   |
|                                                                                                                     |                                                                       |
| Loss  from operations before equity in income of unconsolidated subsidiary and loss  allocated to minority interest | (1,705,657                                                                 | ) | (1,687,166 | ) |
|                                                                                                                | Equity  in income of unconsolidated subsidiary                             | - |   | 2,912 |   |
|                                                                                                                | Loss  allocated to minority interest                                       | 84,513 |   | 225,487 |   |
|                                                                                                                     |                                                                       |
| Loss  from operations                                                                                               | (1,621,144                                                                 | ) | (1,458,767 | ) |
| Loss  on sale of investments in real estate                                                                         | (165,835                                                                   | ) | - |   |
|                                                                                                                     |                                                                       |
| Net  Loss                                                                                                           | (1,786,979                                                                 | ) | (1,458,767 | ) |
| Preferred  Share Dividends                                                                                          | (315,063                                                                   | ) | (328,495 | ) |
|                                                                                                                     |                                                                       |
| Net  loss available to Common Shareholders                                                                          | $                                                                          | (2,102,042 | ) | $ | (1,787,262 | ) |
|                                                                                                                     |                                                                       |
| Net  loss available to Common Shareholders per Common Share:  Basic and Diluted                                | $                                                                          | (0.47 | ) | $ | (0.46 | ) |
|                                                                                                                     |                                                                       |
| Weighted  average number of Common Shares outstanding                                                               | 4,517,524                                                                  |   | 3,923,205 |   |
|                                                                                                                     |                                                                       |
|                                                                                                                     |                                                                            |  |  |  |  |  |  |  |  |

The accompanying notes are an integral part ofthe consolidated financial statements.**Stonehaven Realty Trust and SubsidiariesConsolidated Statements of Operations(unaudited) **For the three months ended June 30,** **** **2001****2000**  **Revenues**     Rental  revenue$221,949 $939,848  Tenant  recoveries125,906 518,664  Professional  services and sales of hardware and software813,434 576,159  Interest  and other24,293 85,287   Total  revenues1,185,582 2,119,958  **Expenses**     Property,  operating and maintenance7,146 268,141  Advertising  and promotion14,513 2,201  Property  taxes and insurance123,579 261,967  Depreciation  and amortization759,524 610,700  Interest131,655 510,468  General  and administrative560,502 961,245  Management  fees16,363 70,092  Costs  related to professional services and sales of hardware and software325,995 390,609  Product  development63,315 196,311  Nonrecurring  expenses- 236,165   Total  expenses2,002,592 3,507,899  Loss  from operations before equity in income of unconsolidated subsidiary and loss  allocated to minority interest(817,010)(1,387,941) Equity  in income of unconsolidated subsidiary- 1,056  Loss  allocated to minority interest43,756 65,110  Net  Loss(773,254)(1,321,775)Preferred  Share Dividends(315,063)-  Net  loss available to Common Shareholders$(1,088,317)$(1,321,775) Net  loss available to Common Shareholders per Common Share: Basic and Diluted$(0.24)$(0.27) Weighted  average number of Common Shares outstanding4,517,524 4,943,886  
The accompanying notes are an integral part ofthe consolidated financial statements.**StonehavenRealty Trust and SubsidiariesConsolidated Statements of Cash Flows****(unaudited)** **For the six months ended June 30,** **** **2001****2000** **** ******Cash  flows from operating activities:**     Net  loss$(1,786,979)$(1,458,767) Adjustments  to reconcile net loss to net cash used in operating activities:     Depreciation  and amortization1,558,409 945,137  Loss  allocated to minority interest(84,513)(225,487) Loss  on sales of investment of real estate165,835 -  Equity  in income of unconsolidated subsidiary- (2,912) Net  change in assets and liabilities:     Accounts  receivable, net(226,993)(108,172) Restricted  cash298,552 (690,174) Other  assets, net13,466 (3,698) Accounts  payable and accrued expenses(1,470,378)45,450  Deferred  revenue and security deposits(7,980)188,956   Net  cash used in operating activities(1,540,581)(1,309,667) **Cash  flows from investing activities:**     Acquisition  of and additions to real estate properties- (1,359,246) Acquisition  of computer hardware, software and other fixed assets(57,491)(301,986) Disposition  of real estate property593,579 66,652  Cash  proceeds received from acquisition of consolidated subsidiary- 160,759  Redemption  of marketable securities, net- 5,187,855  Investment  in unconsolidated subsidiary- 7,425   Net  cash provided by investing activities536,088 3,761,459  **Cash  flows from financing activities:**     Payments  on mortgage loans and notes payable(51,749)(417,436) Payments  on line of credit- (68,466) Payments  of related party note payable- (415,000) Dividends/distributions  paid, net(315,063)(433,519) Proceeds  from related party note payable200,000 -   Net  cash used in financing activities(166,812)(1,334,421) Net  (decrease) increase in cash and cash equivalents(1,171,305)1,117,371 Cash  and cash equivalents     Beginning  of period1,635,916 2,892,724   End  of period$464,611 $4,010,095  
The accompanying notesare an integral part of the consolidated financial statements.**StonehavenRealty Trust and Subsidiaries**
**Notes toConsolidated Financial Statements**

**Note 1—Organization**

Stonehaven Realty Trust (the"Company") is a real estate andtechnology company separated into two business segments: a commercial realestate segment which acquires, owns and operates commercial real estate and atechnology segment which provides information technology consulting anddocument management solutions.

TheCompany is a self-administered real estate investment trust (“REIT”) formed onMarch 15, 1994 under Maryland law.  InNovember 1998, the Company became an umbrella partnership REIT and formed anoperating partnership, Wellington Properties Investments, L.P. (“OperatingPartnership”), of which the Company is the sole general partner and owns anapproximate 92.9% interest.  Through theOperating Partnership and certain wholly owned subsidiaries, the Companyacquires, owns and operates commercial real estate investment properties.  As of June 30, 2001, the Company owned fourcommercial industrial properties that contained approximately 129,000 rentablesquare feet.

On July 10, 2001, RESoft, Inc., a Delaware company(“RESoft”) and a wholly-owned subsidiary of Stonehaven Realty Trust, soldcertain of its assets to IntraNet Solutions, Inc., a Minnesota company (NASDAQ:INRS)(“IntraNet”).  See Note 11.

**Note 2—Basis of Presentation andSummary of Significant Accounting Policies**

The Company has prepared the consolidated financialstatements without audit pursuant to the rules and regulations of theSecurities and Exchange Commission. Certain information and footnotedisclosures normally included in the financial statements prepared inaccordance with generally accepted accounting principles have been condensed oromitted pursuant to such rules and regulations.  However, the Company believes that the included disclosures areadequate to make the information presented not misleading. In the opinion ofthe Company, all adjustments (consisting solely of normal recurring items)necessary for a fair presentation of the financial position of the Company asof June 30, 2001, the results of their operations for the six months and threemonths ended June 30, 2001 and 2000, and their cash flows for the six monthperiods ended June 30, 2001 and 2000 have been included. The results ofoperations for such interim periods are not necessarily indicative of the resultsfor a full year. For further information, refer to the Company's consolidatedfinancial statements and footnotes included in the Annual Report ofForm 10-KSB for the year ended December 31, 2000.

**Use ofEstimates in the Preparation of Financial Statements**

In order to conform with generally accepted accountingprinciples, management, in preparation of the Company's consolidated financialstatements, is required to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assetsand liabilities as of June 30, 2001, and the reported amounts of revenues andexpenses for the six months and three months ended June 30, 2001 and 2000.Actual results could differ from those estimates.

**Other Assets**

Other assets primarily consist of nonrefundable prepaidminimum software royalties, valuation of proprietary database and deferredfinancing costs incurred to obtain and secure mortgage debt financing.  The nonrefundable prepaid minimum softwareroyalties and the valuation of the proprietary databases are being amortizedover the life of the contracts on a straight-line basis.  The deferred financing costs are beingamortized over the life of the respective loans on a straight-line basis.  Accumulated amortization as of June 30, 2001was $845,000.

**Goodwill**

Goodwill incurred in connection with the acquisition ofRESoft is amortized on a straight-line basis over an estimated useful life ofthree years.   Accumulated amortizationas of June 30, 2001 was $2.0 million.

**ProductDevelopment Costs**

Costs related to development of the Company’s newsoftware product are charged to product development expense as incurred.  Software development costs are capitalizedbeginning when a product’s technological feasibility has been established,which to date has been when the Company has a working model of the software,and ending, when a product is available for general release to customers.  Substantially all development costs areincurred prior to establishing a working model.  As a result, the Company has not capitalized any softwaredevelopment costs since costs have not been significant.

**Income Taxes**

Thetax provision differs from the benefit that would ordinarily result fromapplying Federal statutory rates to the loss before taxes due to the effect ofstate income taxes and valuation allowances for deferred tax assets,substantially all of which relate to net operating loss carry forwards.

AtJune 30, 2001, the Company has net operating losses.  While these losses created a deferred tax asset, a 100% valuationallowance was applied against the asset because of the uncertainty of whetheror not the Company will be able to use these loss carry forwards which willexpire in varying amounts through the year 2021.

**SegmentDisclosure**

In June 1997, the FASB issued Statement of FinancialAccounting Standards No. 131, “Disclosures about Segments of an Enterprise andRelated Information”.  This statementrequires that a public company report financial and descriptive informationabout its reportable operating segments. Generally, financial information is required to be reported on the basisthat it is used internally for evaluating segment performance and deciding howto allocate resources to segments, Management views the Company as two businesssegments: a commercial real estate segment which acquires, owns and operatescommercial real estate and a technology segment which provides informationtechnology consulting and document management solutions.

**Note 3—Disposition of Real EstateProperties**

OnMarch 31, 2001, the Company sold the St. Cloud, Minnesota real property to anunrelated third party.  In exchange forthe real property, the Company received approximately $8.3 million in cash.  In addition, the Company retired the relatedmortgage indebtedness of approximately $7.3 million.  The Company has recorded a loss on the sale of the investment inthe real estate of approximately $166,000 as of June 30, 2001.

The following pro forma condensedconsolidated financial information presented below is as if the acquisitions ofthe Plymouth Properties and RESoft and the dispositions of Lake Pointe,Highlander, Cold Springs and Thresher had occurred on January 1, 2000.  The pro forma financial information is notnecessarily indicative of the results, which actually would have occurred ifthe acquisitions or dispositions had been consummated on January 1, 2000, nordoes the pro forma information purport to represent the results of operationsfor future periods.

 
 For  the three months ended June 30,  2001 2000   Pro  forma total revenue$2,428,921 $2,588,200 Pro  forma loss available to Common Shareholders$(1,911,790)$(2,073,177)Pro  forma loss per Common Share Basic and Diluted$(0.42)$(0.54)
**Note 4—Mortgage Loans and NotesPayable**

In connection with the disposition ofCold Springs, the Company retired mortgage notes payable totaling approximately$7.3 million.

As of June 30, 2001, an officer of theCompany made a loan to the Company in the amount of $200,000.  The note was short term, bore interest atthe prime rate (6.75% at June 30, 2001), and was paid in full on July 30, 2001.

**Note 5—Equity/Distributions**

On April 19, 2001, the Company declared a dividend of$0.475 per share with respect to the Class A Preferred Shares.  The dividend with respect to the Class APreferred Shares was paid on May 15, 2001 to shareholders of record on April30, 2001.

**Note 6—Loss Per Share**

The Company has adopted the Statement of FinancialAccounting Standards No. 128, "Earnings Per Share" ("EPS")for all periods presented herein. Net loss per weighted average Common Shareoutstanding—basic andnet loss per weighted average Common Share outstanding—diluted is computed based on the weightedaverage number of Common Shares outstanding for the period. The weightedaverage number of Common Shares outstanding for the six months ended June 30,2001 and June 30, 2000 were 4,517,524 and 3,923,205respectively. Common share equivalents ofapproximately 5.2 million include outstanding convertible preferred shares,warrants and stock options, and are not included in net loss per weightedaverage Common Share outstanding—dilutedas they would be anti-dilutive.
 **For the six months ended June 30,** ************  **2001** **2000**  **** **** **Numerator**    Net  Loss(1,786,979)(1,458,767)Preferred  Share Dividends(315,063)(328,495)****** **Net loss available to Common Shareholders$(2,102,042)$(1,787,262) **Denominator** ** ** ** **Weighted  average Common Shares outstanding at June 30, 2001 and 2000, respectively:  Basic and Diluted4,517,524 3,923,205  **Basic  and Diluted EPS**    Net  loss available to Common Shareholders   - Basis and Diluted$(0.47)$(0.46) 
**Note 7 – Commitments and Contingencies**

**License Agreements**

In connection with license agreementsentered into by RESoft on September 28, 2000, RESoft paid $1,350,000 throughthe six months ended June 30, 2001.  Nofurther payments are required in connection with these agreements.

**Legal Proceeding**

On December 29, 2000, Stonehaven notifiedOdeh Muhawesh, a Trustee of the Company, that it was suspending its payment tohim under a promissory note assumed by RESoft. RESoft assumed the paymentobligation in February 2000 pursuant to the terms of the merger agreementbetween the Company, RESoft and NETLink International, Inc. (“NETLink”), acompany founded and owned by Mr. Muhawesh whereby NETLink was merged intoRESoft. Management of the Company believes Mr. Muhawesh is in default under themerger agreement for, among other things, failure by him to cause to betransferred to RESoft 5% of the issued and outstanding stock of MyFreeDesk.com,Inc.

On January 8, 2001, Mr. Muhawesh filed acomplaint against RESoft in the District Court of Hennepin County, Minnesotaalleging that RESoft failed to pay him $350,000 on January 1, 2001 under theterms of a promissory note. The Company has filed a counterclaim against Mr.Muhawesh requesting, among other things, the repayment of amounts previouslypaid to him under the promissory note. The Company intends to vigorously defend against this matter.

**Legal Actions**

Inthe normal course of business, the Company is involved in legal actions arisingfrom the ownership of its properties. In management’s opinion, the liabilities, if any, that may ultimatelyresult from such legal actions are not expected to have a materially adverseeffect on the consolidated financial position, operations or liquidity of theCompany.

**Note 8—Related Party Transactions**

**ManagementFees**

The Company maintains a property management agreement withHoyt Properties Inc. ("Hoyt"), an entity controlled by a Trusteeof the Company, to serve as Property Manager of the commercial properties ownedby the Company.  In connection with theagreement, Hoyt manages the day-to-day operations of properties owned by theCompany and receives a management fee for this service. Management fees paid toHoyt totaled $53,261 and $114,864 for the six months ended June 30, 2001 andJune 30, 2000, respectively.

**Note 9– Supplemental Information to Statements of Cash Flows**
 **For the six months ended June 30,**  **2001****2000**   Interest paid$501,347 $938,368     Supplemental schedule of non-cash investing and  financing activities:      The following assets and liabilities were assumed  in connection with the acquisition of RESoft:     Furniture  and equipment$- $(74,672)  Accounts  receivable- (430,888)  Goodwill- (4,499,777)  Other  assets- (74,604)  Line  of credit- 68,466   Related  party note payable- 750,000   Other  liabilities- 422,233   Common  Shares- 9,143   Additional  paid in capital- 3,990,858     Cash proceeds received from acquisition of  consolidated subsidiary$- $160,759     The following assets and liabilities were assumed  in connection with the acquisition of the Plymouth Properties and additions  to other properties:      Purchase  of real estate$- $(6,772,313)  Additions  to real estate- (3,254)  Mortgage  notes payable- 4,471,694   Minority  interests- 794,627   Common  shares- 429   Additional  paid in capital- 149,571     Acquisition of and additions to real estate  properties$- $(1,359,246)    The following assets and liabilities were disposed  of in connection with the dispositions of Lake Pointe, Highlander and Cold  Springs:      Disposition  of real estate$8,184,686 $3,304,358   Disposition  of investment in unconsolidated subsidiary- 95,756   Restricted  cash- 110,566   Deferred  costs and other assets26,552 90,942   Mortgage  note payable(7,306,716)(2,699,460)  Accounts  payable and accrued liabilities(140,997)15,000   Security  deposits(4,111)(43,914)  Dividends  paid- (45,000)  Preferred  shares- (950)  Additional  paid in capital- (760,646)  Loss  on sale of investment in real estate(165,835)-     Dispositions  of real estate properties$593,579 $66,652     Dividends  and distributions payable$209,139 $709,139    
**Note 10 – Information by Business Segment**

In June 1997, the FASB issued Statementof Financial Accounting Standards No. 131, “Disclosure about Segments of anEnterprise and Related Information”. This statement requires that a public business enterprise reportfinancial and descriptive information about its reportable operatingsegments.  Generally, financialinformation is required to be reported on the basis that it is used internallyfor evaluating segment performance and deciding how to allocate resources tosegments.  Management views theoperations of its real estate properties and the operations of RESoft as twosegments.
  **Real  Estate Properties** **RESoft** **Total**   **** **** **** **Six  months ended June 30, 2001**** ** ** ** ** ** ** **Revenues $1,190,879 $1,617,077 $2,807,956 Operating  expenses 465,550 829,010 1,294,560      Income  from operations $725,329 $788,067 $1,513,396      Segment  assets at June 30, 2001 $16,539,000 $136,560 $16,675,560      **Six  months ended June 30, 2000**** ** ** ** ** ** ** **Revenues $2,822,580 $1,040,966 $3,863,546 Operating  expenses 1,096,085 705,293 1,801,378      Income  from operations $1,726,495 $335,673 $2,062,168      Segment assets at June  30, 2000 $42,524,174 $4,900,078 $47,424,252      
The following table reconciles incomefrom operations for reportable segments to loss from operations as reported inthe Consolidated Statements of Operations.
 **Six  months ended June 30,**  ****  **2001** **2000**  **** **** Income  from operations for reportable segments$1,513,396 $2,062,168 Add:     Equity  in income of unconsolidated entities- 2,912  Minority  interests84,513 225,487 Less:     General  and administrative(1,073,049)(1,335,136) Interest(472,678)(939,296) Product  development(114,917)(293,600) Nonrecurring  expenses- (236,165) Amortization(1,241,332)(519,186) Depreciation(317,077)(425,951)   Loss  from operations$(1,621,144)$(1,458,767)   
**Note 11 – Subsequent Events**

OnJuly 10, 2001, RESoft sold all of its interest in its SmartCabinet softwarecode (software technology replicating and mapping a company’s business logic inweb base format) and related assets, including its REDocs initiatives, toIntraNet pursuant to an Asset Purchase Agreement between the Company, RESoftand IntraNet.

In exchange for the SmartCabinet softwarecode and related assets, RESoft received 200,000 unregistered shares ofIntraNet common stock (the "IntraNet Shares") with a market value onthe date of sale of approximately $5,500,000. Additionally, RESoft retained theright to continue to sell the SmartCabinet product with certain retainedIntraNet Expedio software licenses pursuant to a Value Added Reseller Agreementdated September 30, 2000 between RESoft and IntraNet.  RESoft will also receive a 2% royalty fee for two years for salesof the SmartCabinet product by IntraNet and a 5% referral fee on sales of theSmartCabinet product to customers referred to IntraNet by RESoft.

In connection with the transaction,RESoft and Mary Henschel, former President of RESoft, entered into a SeparationAgreement.  Ms. Henschel and most ofRESoft's other employees are no longer employed by RESoft.

RESoft also terminated its ExclusiveAgency and Representation Agreement with Venture One Real Estate, LLC, andagreed to pay it a $262,500 termination fee.

IntraNet agreed to use its best effortsto register the resale of the IntraNet Shares on or before July 31, 2001. OnJuly 27, 2001, IntraNet filed an S-3 Registration Statement with the Securitiesand Exchange Commission (“SEC”) seeking registration of the IntraNet Shares. Asof August 8, 2001, the SEC has not yet declared effective this registrationstatement.  Although the Companyanticipates that the IntraNet shares will be registered, there can be noassurance that this will happen.

RESoft intends to continue to operate asa document management consulting and software development company by exploitingthe retained IntraNet Expedio licenses and other retained initiatives and bycollecting accounts receivable and work-in-process through June 30, 2001.However, a significant portion of RESoft's revenues were derived from theproprietary software product RESoft sold to IntraNet. Without additionalbusiness initiatives, RESoft anticipates revenues from its technology sectorwill decline significantly.

RESoft has not yet determined whether itwill actively seek to expand its business to increase revenues or how it willuse the IntraNet Shares or the proceeds represented thereby. RESoft may usesome of the IntraNet Shares for general working capital purposes to fundexisting operations.

Management is currently in the process ofconsidering numerous alternatives, including, among others, developing andselling future technology products or expanding through the acquisition of newtechnology products. There can be no assurance that any such alternative willbe adopted, or if adopted, successful. Additionally, RESoft may determine it isin its best interest to not adopt any additional business initiative.

**ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS ANDPLAN OF OPERATION**

The following discussion should be read in conjunctionwith the financial statements and notes thereto included elsewhere herein.

This report on Form 10-QSB contains“forward-looking” statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended. Forward–looking statements are based on certainassumptions and describe future plans, strategies and expectations of theCompany.  They are generallyidentifiable by use of the words "believe", "expect","intend", "anticipate", "estimate", "project"or similar expressions. These statements are not guarantees of futureperformance, events or results and involve potential risks and uncertainties.Accordingly, actual performance, events or results may differ materially fromsuch forward-looking statements. Management undertakes no obligation to updatepublicly any forward-looking statements, whether as a result of newinformation, future events or otherwise.

Factors that couldcause actual results to differ materially from current expectations include,but are not limited to, changes in general economic conditions, changes ininterest rates, legislative and regulatory changes, changes in monetary andfiscal policies of the U.S. government, including policies of the U.S. Treasuryand the Federal Reserve Board, changes in local real estate conditions(including rental rates and competing properties), changes in industries inwhich the Company's principal tenants compete, the failure to timely leaseunoccupied space, the failure to timely re-lease occupied spaced uponexpiration of leases, the inability to generate sufficient revenues to meetdebt service payments and operating expenses, the unavailability of equity anddebt financing, unanticipated costs associated with the Company's acquisitions,potential liability under environmental or other laws and regulations,expanding a new line of business, customer demand for online services andproducts, uncertainty of emerging online services, ability to meet competition,loss of existing key personnel, ability to hire and retain future personnel,the failure of the Company to manage its growth effectively and the other risksidentified in  this filing or other reports of the Companyfiled with the Securities and Exchange Commission. These risks anduncertainties should be considered in evaluating forward–looking statements andundue reliance should not be placed on such statements. Further informationconcerning the Company and its business, including additional factors thatcould materially affect the Company's financial results is included in otherCompany filings with the Securities and Exchange Commission.

**Overview**

The Company is a real estate andtechnology company separated into two business segments: a commercial realestate segment which acquires, owns and operates commercial real estate and atechnology segment which provides document management solutions and informationtechnology consulting.

The Company was formed on March 15, 1994as a Maryland real estate investment trust. The Company has operated as atraditional real estate investment trust by buying, selling, owning, andoperating commercial and residential properties. The Company derivedsubstantially all of its revenues since inception through February 2000 fromthese real estate operations.

In February 2000, the Company acquiredRESoft, Inc. (“RESoft”), a Minnesota corporation that has developed softwareapplications and that provides information technology services useful in realestate and other industries. During the remainder of 2000, the Companydeveloped RESoft’s additional product offerings and included in its overallbusiness focus the development and sale of RESoft’s software product andservices. On July 10, 2001, RESoft sold all of its interest in its SmartCabinetsoftware code (software technology replicating and mapping a company’s businesslogic in web base format) and related assets, including its REDocs initiatives,to IntraNet Solutions, Inc., a Minnesota company (NASD:INRS) (“IntraNet”)pursuant to an Asset Purchase Agreement between the Company, RESoft andIntraNet.  RESoft intends to continue tooperate as a document management consulting and development company, however,in a much more limited capacity.

As a result of the RESoft operations, theCompany is no longer a REIT for federal tax purposes but maintains its statusas a REIT under Maryland law.   For theyear ended December 31, 2000, the Company was in a taxable loss position, andas a result, was not subject to federal income taxes.

Also during 2000, for a variety ofreasons, including making available our cash resources for the Company’stechnology operations by reducing the Company’s debt obligations, the Companysold two of its properties, including the Company’s last residential property,and on March 31, 2001, the Company sold its Cold Spring property. The Companyintends to maintain and operate its remaining commercial properties, all ofwhich are substantially leased, due to the expected cash flow results. TheCompany may, in the future, buy or sell additional properties depending upon avariety of factors including the operations of RESoft, general economicconditions, ability to obtain financing, valuation and capital appreciation ofreal estate, and the Company’s debt levels.

**Real Estate Segment**

As of June 30, 2001, the Company ownedthe following four commercial real estate properties containing approximately129,000 rentable square feet:
•A  26,186 square-foot light industrial facility in Plymouth, Minnesota  •A  26,186 square-foot light industrial facility in Plymouth, Minnesota  •A  26,186 square-foot light industrial facility in Plymouth, Minnesota  •A  50,291 square-foot light industrial facility in Burnsville, Minnesota
The Company’s interest in the realproperties is held through Wellington Properties Investments, LP (the“Operating Partnership”).  The Companyis the sole general partner of the Operating Partnership and, as of June 30,2001, held a 92.9% interest in the Operating Partnership.

The Company expects to continue to ownand operate its light industrial facilities in 2001. The Company expects itsproperties will remain substantially occupied and will continue to provide apredictable cash flow and operating results. The Company also expects tocontinue to review and analyze valuation and capital appreciation opportunitiesfor its real estate portfolio including refinancing, exchanging or dispositionalternatives.

**Technology Segment**

As of June 30, 2001, the Company holdsRESoft which, since 1991, has offered various information technology servicesand has been a reseller of various computer hardware and software products.RESoft, through June 30, 2001, has continued to provide similar serviceofferings and in addition, introduced a proprietary product, REDocsTM, that addscertain features to existing document management software products.

On July 10, 2001, RESoft sold all of itsinterest in its SmartCabinet software code and related assets, including itsREDocs initiatives to IntraNet pursuant to an Asset Purchase Agreement betweenthe Company, RESoft and IntraNet.

In exchange for the SmartCabinet softwarecode and related assets, RESoft received 200,000 unregistered shares ofIntraNet common stock (the "IntraNet Shares") with a market value onthe date of sale of approximately $5,500,000. Additionally, RESoft retained theright to continue to sell the SmartCabinet product with certain retainedIntraNet Expedio software licenses pursuant to a Value Added Reseller Agreementdated September 30, 2000 between RESoft and IntraNet.  RESoft will also receive a 2% royalty fee for two years for salesof the SmartCabinet product by IntraNet and a 5% referral fee on salesof theSmartCabinet product to customers referred to IntraNet by RESoft.

In connection with the transaction,RESoft and Mary Henschel, former President of RESoft, entered into a SeparationAgreement.  Ms. Henschel and most ofRESoft's employees are no longer employed by RESoft.

RESoft also terminated its ExclusiveAgency and Representation Agreement with Venture One Real Estate, LLC, andagreed to pay it a $262,500 termination fee.

IntraNet agreed to use its best effortsto register the resale of the IntraNet Shares on or before July 31, 2001. OnJuly 27, 2001, IntraNet filed an S-3 Registration Statement with the Securitiesand Exchange Commission (“SEC”) seeking registration of the IntraNet Shares. Asof August 8, 2001, the SEC has not yet declared effective this registrationstatement.  Although the Companyanticipates that the IntraNet shares will be registered, there can be noassurance that this will happen.

RESoft intends to continue to operate asa document management consulting and software development company by exploitingthe retained IntraNet Expedio licenses and other retained initiatives andbycollecting accounts receivable and work-in-process through June 30, 2001.However, a significant portion of RESoft's revenues were derived from theproprietary software product RESoft sold to IntraNet. Without additionalbusiness initiatives, RESoft anticipates revenues from its technology sectorwill decline significantly.

RESoft has not yet determined whether itwill actively seek to expand its business to increase revenues or how it willuse the IntraNet Shares or the proceeds represented thereby. RESoft may usesome of the IntraNet Shares for general working capital purposes to fundexisting operations.

Management is currently in the process ofconsidering numerous alternatives, including, among others, developing andselling future technology products or expanding through the acquisition of newtechnology products. There can be no assurance that any such alternative willbe adopted, or if adopted, successful. Additionally, RESoft may determine it isin its best interest to not adopt any additional business initiative.

**Income Taxes**

The Company is now subject to federal andstate income taxes.  See income taxdisclosure in Note 2 of the financial statements for effect on operations.

**Results ofOperations**

TheCompany’s revenues include the following: rental revenues, tenant recoveries,revenues from technology consulting services, and revenues from sales ofhardware and software.

*Comparison of the Six Month PeriodEnded June 30, 2001 and 2000:*  Rental revenuedecreased by approximately $1,034,000 or 59.8% for the six month period endedJune 30, 2001 compared to the six month period ended June 30, 2000. Tenantrecoveries decreased by approximately $468,000 or 51.6% for the six-monthperiod ended June 30, 2001 compared to the six-month period ended June 30,2000.  Thedecreased rental revenue and tenant recoveries were primarily a result of theCompany's dispositions of Lake Pointe on June 30, 2000, Thresher onDecember 31, 2000 and Cold Springs on March 30, 2001, offset, in part, by theacquisition of the Plymouth Properties on February 29, 2000.  Professional services and sales ofhardware and software increased by approximately $578,000 or 55.8% for thesix-month period ended June 30, 2001 compared to the six month period endedJune 30, 2000.  The increase isprimarily the result of the Company’s February 24, 2000 acquisition of RESoftcoupled with increased sales during 2001. Interest income and other income decreased by $132,000 during these sameperiods primarily due to the use of cash and cash equivalents.

Total expenses decreased from approximately $5,551,000for the six–month period ended June 30, 2000 to $4,514,000 for the six–monthperiod ended June 30, 2001, a net decrease of $1,037,000 as described below.
 •Increased costs of  approximately $30,000, in costs related to professional services and sales of  hardware and software, were primarily a result of the allocation of costs  associated with personnel between costs related to professional services and  sales of hardware and software and product development coupled with the  acquisition of Resoft offset, in part, by decreased costs relating to  hardware sales. •Increased costs of  approximately $90,000, related to advertising and promotion, were a result of  the acquisition of RESoft. •Decreased costs of  approximately $179,000, related to product development, were primarily a  result of the allocation of costs associated with personnel between product  development and costs related to professional services and sales of hardware  and software. •Decreased costs of  approximately $334,000, $218,000, $75,000, $262,000 and $466,000, related to  property, operating and maintenance, property taxes and insurance, management  fees, general and administrative and interest expense, respectively, were  primarily a result of the dispositions of Lake Pointe on June 30, 2000,  Thresher on December 31, 2000 and Cold Springs on March 30, 2001.  The decreases were offset, in part, by the  acquisitions of the Plymouth Properties on February 29, 2000 and RESoft  on February 24, 2000. •Nonrecurring charges of  approximately $236,000 incurred during 2000 primarily related to costs  associated with abandonment of projects and the severance package associated  with the disposition of Lake Pointe on June 30, 2000. •Depreciation  and amortization increased from approximately $945,000 for the period ended  June 30, 2000 to $1,558,000 for the comparable period in 2001, an increase of  $613,000 or 64.9%, primarily as a result of the Company's amortization of  goodwill in connection with the acquisition of RESoft, the amortization of a  proprietary database, the amortization of the non-refundable prepaid minimum  royalty, and the increased depreciation from the Plymouth Properties acquired  in 2000.  All of these increases were  offset, in part, by reduced depreciation resulting from the dispositions of  the Lake Pointe, Thresher and Cold Springs properties.
There was no equity in income of unconsolidated subsidiaryfor the six-month period ended June 30, 2001 as compared to $2,912 for the sixmonth period ended June 30, 2000 due to the sale and transfer of the Company's8% interest in Highlander on June 30, 2000.

The loss on sale of investment in real estate of $166,000was a result of the additional loss recognized on the sale of the St. Cloud,Minnesota property.   A portion of theloss from the sale of the St. Cloud, Minnesota property was accrued as ofDecember 31, 2000.

As a result of the above factors, the loss fromoperations before equity in income of unconsolidated subsidiary and lossallocated to minority interest increased from approximately $1,687,000 for thesix month period ended June 30, 2000 to approximately $1,706,000 for the sixmonth period ended June 30, 2001. Additionally, the net loss available to Common Shareholders increasedfrom approximately $1,787,000 for the six month period ended June 30, 2000 to$2,102,000 for the six month period ended June 30, 2001.

*Comparison of the Three Month PeriodEnded June 30, 2001 and 2000:*  Rental revenuedecreased by approximately $718,000 or 76.4% for the three month period endedJune 30, 2001 compared to the three month period ended June 30, 2000.  Tenantrecoveries decreased by approximately $393,000 or 75.7% for the three-monthperiod ended June 30, 2001 compared to the three-month period ended June 30,2000.  Thedecreased rental revenue and tenant recoveries were primarily a result of theCompany's dispositions of Lake Pointe on June 30, 2000, Thresher onDecember 31, 2000 and Cold Springs on March 30, 2001, offset, in part, by theacquisition of the Plymouth Properties on February 29, 2000.  Professional services and sales ofhardware and software increased by approximately $237,000 or 41.2% for the three-monthperiod ended June 30, 2001 compared to the three month period ended June 30,2000.  The increase is primarily theresult of increased sales by RESoft during 2001.  Interest income and other income decreased by $61,000 duringthese same periods primarily due to the use of cash and cash equivalents.

Total expenses decreased from approximately $3,508,000for the three–month period ended June 30, 2000 to $2,003,000 for thethree–month period ended June 30, 2001, a net decrease of $1,505,000described below.
 •Increased costs of  approximately $12,000, related to advertising and promotion, were a result of  the acquisition of RESoft. •Decreased costs of  approximately $65,000, in costs related to professional services and sales of  hardware and software, were primarily a result of decreased costs relating to  hardware sales offset, in part, by the allocation of costs associated with  personnel between costs related to professional services and sales of  hardware and software and product development. •Decreased costs of  approximately $133,000, related to product development, were primarily a  result of the allocation of costs associated with personnel between product  development and costs related to professional services and sales of hardware  and software. •Decreased costs of  approximately $261,000, $138,000, $54,000, $401,000 and $378,000, related to  property, operating and maintenance, property taxes and insurance, management  fees, general and administrative and interest expense, respectively, were  primarily a result of the dispositions of Lake Pointe on June 30, 2000,  Thresher on December 31, 2000 and Cold Springs on March 30, 2001.  The decreases were offset, in part, by the  acquisitions of the Plymouth Properties on February 29, 2000 and RESoft  on February 24, 2000. •Nonrecurring charges of  approximately $236,000 incurred during 2000 primarily related to costs  associated with abandonment of projects and the severance package associated  with the disposition of Lake Pointe on June 30, 2000. •Depreciation  and amortization increased from approximately $611,000 for the period ended  June 30, 2000 to $760,000 for the comparable period in 2001, an increase of  $149,000 or 24.3%, primarily as a result of the Company's amortization of  goodwill in connection with the acquisition of RESoft, the amortization of a  proprietary database, the amortization of the non-refundable prepaid minimum  royalty, and the increased depreciation from the Plymouth Properties acquired  in 2000.  All of these increases were  offset, in part, by reduced depreciation resulting from the dispositions of  the Lake Pointe, Thresher and Cold Springs properties.
There was no equity in income of unconsolidatedsubsidiary for the three month period ended June 30, 2001 as compared to $1,056for the three month period ended June 30, 2000, due to the sale and transfer ofthe Company's 8% interest in Highlander on June 30, 2000.

As a result of the above factors, the loss fromoperations before equity in income of unconsolidated subsidiary and loss allocatedto minority interest decreased from approximately $1,388,000 for the threemonth period ended June 30, 2000 to approximately $817,000 for the three monthperiod ended June 30, 2001. Additionally, the net loss available to Common Shareholders decreasedfrom approximately $1,322,000 for the three month period ended June 30, 2000 to$1,088,000 for the three month period ended June 30, 2001.

**Liquidityand Capital Resources***Short Term and Long Term Liquidity*

Cash provided by operations, equity transactions, andborrowings from affiliates and lending institutions have generally provided theprimary sources of liquidity to the Company. Historically, the Company has usedthese sources to fund operating expenses, satisfy its debt service obligationsand fund distributions to shareholders.

The Company anticipates using its cashand cash equivalents, restricted cash that is released to the Company, cashfrom dispositions, IntraNet Shares received from the July 10, 2001 sale ofcertain assets of RESoft and cash provided by operations primarily to the fundits operations. The Company anticipates that its cash resources will be able tomaintain the Company’s operations for the next fiscal year if not longer. Ifnot, the Company will need to seek additional financing which cannot beguaranteed if its real estate operations or technology operations are unable tofund the deficit.

On April 19, 2001, the Company declared a dividend of$0.475 per share with respect to the Class A Preferred Shares.  The dividend with respect to the Class APreferred Shares was paid on May 15, 2001 to shareholders of record on April30, 2001.

The Company has no material contractual obligations forproperty acquisition or material capital costs, other than tenant improvementsin the ordinary course of business and operating expenses. The Company expectsto meet its long-term capital needs through a combination of cash fromoperations, net cash proceeds from sales of investments, additional borrowingsand additional equity issuances of Common or Preferred Shares.**Cash Flows
During the six month period ended June 30, 2001, theCompany generated (i) approximately $594,000 from net cash proceeds inconnection with the disposition of Cold Springs and (ii) $200,000 from proceedsfrom related party note payable.  Thesecash flows were used primarily for (i) cash used in operating activitiesof approximately $1,541,000, including payments of minimum royalty on licensingagreement totaling $1,350,000; (ii) acquisition of computer hardware, softwareand other fixed assets of approximately $57,000; (iii) payments onmortgage loans and notes payable of approximately $52,000: and (iv)distributions to holders of Class A Preferred Shares of approximately $315,000.As a result, the Company's cash balance decreased by approximately $1,171,000from approximately $1,636,000 at December 31, 2000 to $465,000 at June 30,2001.

**PART II.  OTHER INFORMATION**

ITEM 1.  LEGALPROCEEDINGS

On December 29, 2000, Stonehaven notifiedOdeh Muhawesh, a Trustee of the Company, that it was suspending its payment tohim under a promissory note assumed by RESoft. RESoft assumed the paymentobligation in February 2000 pursuant to the terms of the merger agreementbetween the Company, RESoft and NETLink International, Inc. (“NETLink”), a companyfounded and owned by Mr. Muhawesh whereby NETLink was merged into RESoft.Management of the Company believes Mr. Muhawesh is in default under the mergeragreement for, among other things, failure by him to cause to be transferred toRESoft 5% of the issued and outstanding stock of MyFreeDesk.com, Inc.

On January 8, 2001, Mr. Muhawesh filed acomplaint against RESoft in the District Court of Hennepin County, Minnesotaalleging that RESoft failed to pay him $350,000 on January 1, 2001 under theterms of a promissory note. The Company has filed a counterclaim against Mr.Muhawesh requesting, among other things, the repayment of amounts previouslypaid to him under the promissory note. The Company intends to vigorously defend against this matter.

ITEM 2.  CHANGES IN SECURITIES

a.          None

b.          None

c.          None

d.          None

ITEM 3.  DEFAULTSUPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

None

ITEM5.  OTHER INFORMATION

NoneITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
**(a) Exhibits**
**Exhibit    Number****Exhibit  Description****** 3.1Declaration  of Trust (filed with the Company's Registration Statement on Form SB–2  (Commission File No. 33–82888C) and incorporated herein by reference)  3.2Bylaws  of the Company (filed with the Company's Registration Statement on Form SB–2  (Commission file No. 33–82888C) and incorporated herein by reference)  3.3Articles  of Amendment and Restatement of the Declaration of Trust (filed as Exhibit E  with the Company's Schedule 14A on November 6, 1998 and incorporated herein  by reference)  10.1Agreement  of Limited Partnership of the Operating Partnership dated as of August 31,  1998 (filed as Exhibit C with the Company's Schedule 14A on November 6, 1998  and incorporated herein by reference)  10.2Contribution  Agreement between the Operating Partnership and WMC dated as of August 31,  1998 (filed as Exhibit B with the Company's Schedule 14A on November 6, 1998  and incorporated herein by reference)  10.3Master  Registration Rights Agreement dated as of August 31, 1998 (filed as Exhibit E  of Exhibit C with the Company's Schedule 14A on November 6, 1998 and  incorporated herein by reference)  10.4Amended  and Restated Contribution Agreement between the Company, the Operating  Partnership, AREE and other limited partnership Unit recipients dated as of  August 31, 1998 (filed as Exhibit A with the Company's Schedule 14A on  November 6, 1998 and incorporated herein by reference)  10.5Purchase  Agreement by and between Maple Grove Apartment Homes, Inc. and The Shelard  Group, Inc., dated July 2, 1999 (filed with the Company's Current Report on  Form 8–K on November 23, 1999 and incorporated herein by reference)  10.6Agreement  and Plan of Reorganization dated as of February 25, 2000, by and among the  Company, NTLI Acquisition Corporation, a Delaware corporation, NETLink  International, Inc., a Minnesota corporation and Odeh A. Muhawesh, Mary  Henschel, Alan Schmidt, Ahmad Yassine, Patrick Archbold, Ann Wessels, Art  Carruth, Patricia Hewitt, Thomas walker and Sherry Ajax (filed as Exhibit 2.2  with the Company's Form 8-K on March 17, 2000 and incorporated herein by  reference)  10.7Contribution  Agreement between Wellington Partners, L.P., the Company and Plymouth  Partners II, LLC and other LP Unit Recipients dated as of February 29, 2000  (filed as Exhibit 2.3 with the Company's Form 8-K on March 17, 2000 and  incorporated herein by reference)  10.8Stock  Exchange Agreement between the Company and Wellington Management Corporation  effective June 30, 2000 (filed with the Company's Current Report on Form 8–K  on July 14, 2000 and incorporated herein by reference)  10.9Exclusive  Agency and Representation Agreement between RESoft, Inc. and Venture One Real  Estate, LLC (filed with the Company's Quarterly Report for the period  September 30, 2000 on Form 10–QSB filed on November 14, 2000 and  incorporated herein by reference)  10.10Membership  Unit Purchase Agreement dated December 29, 2000, between the Company,  Wellington Properties Investments, L.P., and Steven B. Hoyt, Bruce K. Hoyt,  Donald Ringrose, and Richard Wolsfeld (filed with the Company's Current  Report as Exhibit 10.1 on Form 8–K on January 16, 2001 and incorporated  herein by reference)  10.11Purchase  Agreement between CSC of Minnesota, LLC and IRET Properties dated January 8,  2001 *  10.12Asset  Purchase Agreement between the Company, RESoft, Inc., and IntraNet Solutions,  Inc. (filed with the Company’s Current Report Form 8-K filed on July 18, 2001  and incorporated herein by reference)  10.13Termination  Agreement between RESoft, Inc. and Venture One Real Estate, LLC (filed with  the Company’s Current Report Form 8-K filed on July 18, 2001 and incorporated  herein by reference)****
*** Filedherewith**

**(b)Reports On Form 8-K**

During the three months ended June 30, 2001 and throughAugust 8, 2001, the Company filed the following Current Reports of Form 8-K:

On July 18, 2001, the Company reported the sale ofRESoft’s interest in its SmartCabinet software code and related assets,including its REDocs initiatives, to IntraNet.

**SIGNATURES**

             Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
 STONEHAVEN  REALTY TRUST By: /s/ Duane H. Lund  Date: August 8, 2001 Duane  H. Lund  *Chief Executive Officer*  *Chief Accounting Officer*
 

 ****