FORM 10-K 	SECURITIES AND EXCHANGE COMMISSION 	Washington, D.C. 20549 [X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) 	OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1997 OR [ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 	SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number 0-14542 SECURED INVESTMENT RESOURCES FUND, L.P. (Exact name of registrant as specified in its charter) Kansas 48-0979566 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5453 W. 61st Place, Mission, Kansas 66205 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (913) 362-0200 Securities registered pursuant to Section 12(b) of the Act: 	 None Securities registered pursuant to Section 12(g) of the Act: 	Limited Partnership Interests ("Units") Indicate by check mark whether the registrant (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 such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 	PART I Item 1.	Business Secured Investment Resources Fund, L.P. ("Partnership") is a Kansas limited partnership formed pursuant to the Kansas Revised Uniform Limited Partnership Act on March 30, 1984. James R. Hoyt is the Individual General Partner and Secured Investment Resources, Inc., a Kansas corporation, is the Corporate General Partner. The Partnership was formed with the intent to engage in the business of acquiring, improving, developing, operating and holding for investment, income producing properties with the objectives of (i) preserving and protecting the Partnership's capital; (ii) providing capital gains through potential appreciation; (iii) providing quarterly "tax sheltered" cash distributions from operations; (iv) generating tax losses in excess of tax shelter distributions, which may be used to offset taxable income from other sources; and (v) increasing equity through the reduction of mortgage loans on Partnership properties. The term of the partnership is sixty (60) years from the date of the Partnership Agreement of October 1, 1984, or the date of which all the assets acquired by the Partnership are sold or converted to cash. On August 31, 1986, the Partnership closed its offering, having received gross proceeds of $12,434,750 from the sale of 24,869.5 units of limited partnership interests. This amount includes the purchase of 190 units by the Corporate General Partner. The Partnership acquired two garden-style apartment communities in 1985 and three commercial strip shopping centers in 1986. The General Partners feel that all of these properties met the Partnership's investment criteria and objectives. Total rent charges for Sampler Shoppes, Inc. (SSI), the anchor tenant at Foothills Village Shopping Center, represented approximately 6.0% and 9.0% of Partnership rent revenues for the years ended December 31, 1997 and 1996, respectively. Item 1.	Business--Cont'd. As of December 31, 1997, the Partnership has made cash distributions to Limited Partners of $5,343,132 for the period June 1, 1985 through December 31, 1997. No distributions have been made since January 1990. Future distributions will only be made from excess cash flow not needed for working capital reserves. As of December 31, 1997, the Partnership had no employees. Employees of SPECS, Inc. provide services to the Partnership (as described in Note D). James R. Hoyt, a General Partner, is the principal and owner of 33% of SPECS, Inc. as of December 31, 1997. Competition The real estate business is highly competitive and the Partnership competes with numerous entities engaged in real estate activities, some of which have greater financial resources than those of the Partnership. The Partnership's management believes that success against such competition is dependent upon the geographic location of the property, the performance of property managers, the amount of new construction in the area and the maintenance and appearance of the property. With respect to residential property, competition is also based upon the design and mix of the units and the ability to provide a community atmosphere for the tenants. The Partnership's management believes that general economic circumstances and trends and new properties in the vicinity of each of the Partnership's properties will also be competitive factors. Inflation The effects of inflation on the Partnership's operations or investments are not quantifiable. Revenues from property operations fluctuate proportionately with increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and, correspondingly, the ultimate gains to be realized by the Partnership from property sales. Item 2.	Properties. The following table sets forth the investment portfolio of the Partnership at December 31, 1997: Average Properties at Occupancy(*) Property Description Initial Cost Date Acquired Percentage 1997 1996 The Colony Apartments 140 units $5,940,707 Oct. 16, 1989 87% 90% Burlington, NC Cascade Apartments 86 units $2,584,253 Dec. 7, 1989 93% 94% Topeka, KS Hidden Valley Exchange 27,200 Sq.Ft. $2,013,709 Sep. 30, 1986 74% 76% Shopping Ctr. Independence, MO The Market Shopping Ctr. 12,782 Sq.Ft. $1,414,510 Nov. 18, 1986 87% 74% Overland Park, KS (*)	Based upon vacancy amount (in dollars) as a percent of gross possible rents. (Gross possible rents is calculated by multiplying established market rates for each unit type by the total unit mix). 	 	The encumbrances against each property are discussed in Note C. Item 3.	Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5.	Market for Registrant's Common Equity and Related Security Holder Matters. (A)	There is no established public trading market for the Units of the Partnership. (B) There have been no distributions the last seven (7) years. (C) As of December 31, 1997, the Partnership had admitted 1,297 Limited Partners who purchased 24,869.5 units. Item 6.	Selected Financial Data. For The Years Ended December 31, OPERATING DATA 1997 1996 1995 1994 1993 (In Thousands) Rents $ 2,082 $ 2,225 $ 2,235 $ 2,116 $ 1,857 Maintenance Escalations and Other Income 66 74 91 91 110 Property Operating and Administrative Exp 979 997 1,009 910 821 Interest Expense 1,003 1,202 1,175 1,208 1,140 Depreciation/ Amortization 558 624 627 590 591 Loss before extraordinary item (392) (524) (485) (501) (585) Extraordinary item 90 - - - - Partnership Loss $ (302) $ (524) $ (485) $ (501) $ (585) PER LIMITED PARTNERSHIP UNIT Loss per limited partnership unit before extraordinary item (15.58) (20.88) (19.32) (19.94) (23.27) Extraordinary item 3.57 - - - - Total loss per limited partnership unit(1) $ (12.01) $ (20.88) $ (19.32) $ (19.94) $ (23.27) Cash Distributions(2)$ --- $ --- $ --- $ --- $ --- Item 6.	Selected Financial Data--Cont'd. BALANCE SHEET DATA 1997 1996 1995 1994 1993 (In Thousands) Total Assets 7,855 11,968 12,398 12,973 13,285 Mortgage Debt 8,246 11,952 11,826 11,576 11,630 (1)	Partnership loss per limited partnership unit is computed by dividing loss allocated to the Limited Partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,869.5 weighted average limited partnership units outstanding. (2)	Cash distributions per limited partnership unit have been computed by dividing distributions paid to the Limited Partners by 24,869.5 weighted average limited partnership units outstanding. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Revenue for the partnership (net of the Foothills, which was foreclosed in 1997 and had revenue of $377,000 and $493,486 for 1997 and 1996 respectively) decreased in 1997 to $1,771,000 as compared to $1,805,000 in 1996. This represented a decrease of $34,000 or 1.9%. Operating costs (net of the Foothills which had operating costs of $109,000 in 1997 and $130,000 in 1996) increased in 1997 by $3,000 to $870,000 from $867,000, or an increase of 0.3%. Depreciation and amortization for 1997 (net of the Foothills which was $131,000 for 1997 and $204,000 for 1996) increased by $7,000 to $427,000 for 1997 compared to $420,000 for 1996. Interest for 1997 (net of the Foothills which had interest of $239,000 and $366,000 for 1997 and 1996 respectively) decreased for the partnership by $72,000 to $764,000 for 1997 from $836,000 for 1996. The net result to the Partnership was a decrease in the net loss from continuing properties of $290,000 in 1997 as compared to $317,000 in 1996. Revenue for the partnership decreased in 1996 to $2,299,000 as compared to $2,326,000 in 1995. This represented a decrease of $27,000 or 1.2%. The operating costs without depreciation and amortization stabilized in 1996 over 1995 with a slight decrease of $12,000 (1.2%) from $1,009,000 to $997,000. Interest expense was up from 1995 by $27,000 (2.3%). Depreciation and amortization for 1996 decreased slightly by $3,000 (.3%) over 1995 depreciation of $627,000. The net result to the Partnership was an increase in the loss of $39,000 (8.0%) over 1995 levels. Revenue in 1995 was $2,326,000 as compared to $2,207,000 in 1994, an increase of 5.4%. This higher revenue was achieved through average higher occupancy levels at both residential and commercial properties and through increased rental rates on the residential properties. The increased residential rental rates resulted in a high resident turnover and higher operating costs. The operating costs increased $99,000 (10.9%) from $910,000 to $1,009,000. These increases were primarily in the areas of repairs, payroll, and utilities. Interest expense was down from 1994 by $33,000 (2.7%). Depreciation for 1995 increased $37,000 (6.3%) over 1994 depreciation of $590,000. The net result to the Partnership was a reduction of the loss by $16,000 (3.1%) from 1994 levels. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Results of Operations--Cont'd. The Partnership anticipates that the operating results will improve during 1998. The general partner anticipates that the Fund will achieve higher occupancy levels, increased rental rates, decreased rent promotions and will begin a closer monitoring of operating expenses. Liquidity and Sources of Capital During 1997, the Partnership's primary source of working capital was from operations, which provided $292,000 of funds. Property improvements utilized $70,000 of these funds and $155,000 was used for debt reduction. The net effect was an increase in cash of $10,000 at year end. The continuing trend of higher occupancy levels and higher rental rates should continue through 1998 and improve cash flow from operations. The Partnership is currently in negotiations with the lender for the second mortgage on the Market Shopping Center and the Hidden Valley Exchange Shopping Center. The Partnership is attempting to extend the due date from June 1998 or find a replacement lender. The lender for the Cascade Apartments has given verbal commitment to extend the mortgage on a month-to-month basis. During 1996, the Partnership's primary source of working capital was from borrowing/refinancing of long term debt of $118,000 net of repayments. Operations provided $68,000 of funds. Property improvements utilized $200,000 of these funds, and $58,000 was provided by restricted deposits for capital improvements. The net effect was an increase in cash of $46,000 at year end. The trend of higher occupancy levels and higher rental rents that began several years ago should continue through 1997 and improve cash flow from operations. During 1995, the Partnership's primary source of working capital was from borrowing/refinancing of long term debt of $196,000 net of repayments. Operations provided $39,000 of funds. Property improvements utilized $183,000 of these funds, as did $73,000 in restricted deposits for capital improvements. The net effect was a decrease in cash of $21,000 at year end. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Liquidity and Sources of Capital--Cont'd. During 1995, Sampler Shoppes, Inc. (The primary tenant at Foothills) paid the entire amount of delinquent rent thereby reducing the Rent and Other receivable balance at December 31, 1994 by $231,000. With these funds the partnership paid delinquent real estate taxes of $138,000 at Foothills Shopping Center, reduced accrued interest on real estate loans and funded additional closing costs on the new Colony Apartments' loan. 		 The General Partners' believe that sufficient working capital will be available to fund known, on-going operating and capital expenditure requirements for the Partnership during 1998. The Partnership expects continued increased rental income from the residential properties due to ongoing scheduled rental increases. It is also anticipated that occupancy will remain stable on the commercial properties. Operating expenses in 1998 will be up slightly from 1997 due primarily to increased operating costs incurred in conjunction with scheduled rent increases. Interest expense on variable rate notes is expected to increase slightly from 1997 levels. On May 28, 1996, the Partnership signed a note, collateralized by a second mortgage on The Market and Hidden Valley Exchange, in the amount of $410,000 at 7% interest. The proceeds of this note were used to pay delinquent real estate taxes for The Market and Hidden Valley Exchange as well as accrued interest and related loan costs. The Partnership is actively seeking a mortgage lender for the Cascade Apartments mortgage, which matured in March, 1996. The mortgage was extended by the lender from March, 1996 at the same rate of interest. As of the date of this report, the Partnership continues to make monthly principal and interest payments of $18,900 and will continue on a month-to-month basis with the lender until a refinancing can be completed which is anticipated to be in 1998. On August 27, 1997 foreclosure proceedings were instituted on behalf of the mortgage holders of the property known as Foothills Village Shopping Center. The property was subject to a first mortgage in the amount of $2,577,084, plus accrued interest of $19,063 and a second mortgage of $968,745, plus accrued interest of $86,077. The fund's basis in the property at the time of the foreclosure, net of depreciation and other items, was approximately $3,565,000. The Partnership recorded a one-time gain on the foreclosure in the amount of $89,719. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. Liquidity and Sources of Capital--Cont'd. The General Partners' intend to evaluate the property portfolio to determine if it is prudent to offer one or more properties for sale. Any unleveraged portion of the net sales proceeds will generate additional working capital. The General Partners have determined it prudent to discontinue cash distributions, until such time that adequate working capital reserves are available. No distributions have been made since 1990. Year 2000 The Partnership is currently dependent upon the General Partners and SPECS, Inc. ("SPECS") for management and administrative services. It is anticipated that the General Partners and SPECS will have to modify or replace portions of their software so that the computer systems will function properly with respect to dates in the year 2000 and thereafter (the "Year 2000 Issue"). The project is estimated to be completed no later than January, 1999. It is anticipated that SPECS will install a Year 2000 compliant software system at the property by that date. The cost of the conversion is not anticipated to be material. The general partners believe that with modifications to existing software and conversion to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. However, if such conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Partnership. Inflation The effects of inflation on the Partnership's operations or investments are not quantifiable. Revenues from property operations fluctuate proportionately with increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and, correspondingly, the ultimate gains to be realized by the Partnership from property sales. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. New Accounting Standards SFAS No. 130, "Reporting Comprehensive Income," was issued in June 1997. Comprehensive income is defined as net income plus certain items that are recorded directly to shareholders' equity, such as unrealized gains and losses on available-for-sale securities. Components of comprehensive income will be included in a financial statement that has the same prominence as other financial statements starting in the first quarter of fiscal 1999. SFAS No. 130's disclosure requirements will have no impact on the Partnership's financial condition or results of operations. SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," is effective for financial statements for periods beginning after December 15, 1997, but interim reporting is not required in 1998. An operating segment is defined under SFAS No. 131 as a component of an enterprise that engages in business activities that generate revenue and expense for which operating results are reviewed by the chief operation decision maker in the determination of resource allocation and performance. The Partnership anticipates no impact of SFAS No. 131 on future financial statement disclosures. In April 1998, the Accounting Standards Executive Committee issued Statement of Position 98-5 Reporting on the Costs of Start-Up Activities. SOP 98-5 provides guidance on the financial reporting of start up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. The SOP broadly defines start-up activities and provides examples to help entities determine what costs are and are not within the scope of this SOP. The SOP applies to all nongovernmental entities and, in general, is effective for financial statements for fiscal years beginning after December 15, 1998. The Partnership is not in its start-up phase and thus does not expect this SOP to have a significant effect on its financial statement when it becomes effective. Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.--Cont'd. New Accounting Standards--Cont'd. In June 1998, the Financial Accounting Standards Board Issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Historically, the Partnership has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Partnership does not expect adoption of the new standard on January 1, 2000 to affect its financial statements. Item 8.	Financial Statements and Supplementary Data. SECURED INVESTMENT RESOURCES FUND, L.P. Index Page Independent Auditors' Report 14 Financial Statements: Consolidated Balance Sheets - December 31, 1997 and 1996 15-16 Consolidated Statements of Operations - Years Ended December 31, 1997, 1996 and 1995 17 		Consolidated Statements of Partnership Capital 		(Deficit)- Years Ended December 31, 1997, 1996 and 1995 18 Consolidated Statements of Cash Flows - Years Ended December 31, 1997, 1996 and 1995 19-20 Notes to Consolidated Financial Statements 21-33 INDEPENDENT AUDITORS' REPORT The Partners Secured Investment Resources Fund, L.P. Mission, KS We have audited the accompanying consolidated balance sheets of Secured Investment Resources Fund, L.P. as of December 31, 1997 and 1996, and the related consolidated statements of operations, partnership capital (deficit) and cash flows for each of the three years in the period ended December 31, 1997. We have also audited the schedules listed in the accompanying index. These financial statements and schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedules based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedules. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note C, the Partnership has mortgage loans that mature during the next fiscal year or that have become due. The Partnership is in current negotiations with the mortgage holders to extend or refinance these obligations. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secured Investment Resources Fund, L.P. at December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Also in our opinion, the schedules present fairly, in all material respects, the information set forth therein. s/ BDO Seidman St. Louis, Missouri February 6, 1998 (Except for Note L dated January 13, 1999) SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED BALANCE SHEETS December 31, 1997 1996 ASSETS INVESTMENT PROPERTIES (Notes B and C) Land and buildings $11,750,152 $16,523,135 Furniture, fixtures and equipment 910,967 1,714,939 12,661,119 18,238,074 Less accumulated depreciation and allowance for losses 5,191,706 6,667,531 7,469,413 11,570,543 Cash 217,424 206,974 Rents and other receivables, less allowance of $36,950 in 1997 and $42,350 in 1996 (Notes F and I) 15,425 10,236 Prepaid expenses --- 368 Debt issuance costs, net of accumulated amortization of $95,733 in 1997 and $63,135 in 1996 124,284 141,488 Commercial commissions, deposits and other 7,415 17,015 Restricted deposits 20,626 15,105 385,174 397,186 $ 7,854,587 $11,967,729 SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED BALANCE SHEETS--CONT'D. 						 December 31,	 1997 1996 LIABILITIES AND PARTNERSHIP CAPITAL (DEFICIT) Mortgage Debt (Note C) $ 8,246,116 $11,952,227 Accrued interest 93,187 128,096 Accounts payable and accrued expenses (Note G) 157,071 106,926 Due to related parties (Note D) 62,630 57,416 Unearned revenue 9,561 110,733 Tenant security deposits 56,924 75,485 TOTAL LIABILITIES 8,625,489 12,430,883 PARTNERSHIP CAPITAL (DEFICIT) General Partners Capital contribution 1,000 1,000 Partnership deficit (63,806) (60,789) (62,806)	 (59,789) Limited Partners Capital contributions 5,608,838 5,608,838 Partnership deficit (6,316,934) (6,018,203) (708,096)	 (409,365) TOTAL PARTNERSHIP CAPITAL (DEFICIT) (770,902) (469,154) $ 7,854,587 $11,961,729 See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS 	 Years Ended December 31, 1997 1996 1995 REVENUES Rents $ 2,081,994 $ 2,224,610 $ 2,234,875 Interest 3,944 4,990 6,721 Maintenance escalations 62,293 68,992 84,824 2,148,231 2,298,592 2,326,420 OPERATING AND ADMINISTRATIVE EXPENSES Property operating expenses 756,849 753,457 738,543 General and administrative expenses 47,655 50,846 58,304 Professional services (Note D) 70,091 89,990 104,216 Management fees (Note D) 104,534 102,613 107,915 Depreciation & amortization 557,765 623,856 627,298 1,536,894 1,620,762 1,636,276 NET OPERATING INCOME 611,337 677,830 690,144 NON-OPERATING (EXPENSES) Interest (1,002,804) (1,202,257) (1,175,423) (391,467) ( 524,427) ( 485,279) EXTRAORDINARY ITEM Gain on foreclosure (Note J) 89,719 - - PARTNERSHIP LOSS $ (301,748) $ (524,427) $ (485,279) Allocation of loss: General Partners $ (3,017) $ (5,244) $ (4,853) Limited Partners (298,731) (519,183) (480,426) $ (301,748) $ (524,427) $ (485,279) Loss per limited partnership unit before extraordinary item (15.58) (20.88) (19.32) Extraordinary item 3.57 - - Total loss per partnership unit $ (12.01) $ (20.88) $ (19.32) See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) Years Ended December 31, 1997, 1996 and 1995 General Limited Partners Partners Total Balances at January 1, 1995 	$ (49,692) $ 590,244 $ 540,552 Partnership loss (4,853) (480,426) (485,279) Balances at December 31, 1995	 (54,545) 109,818 55,273 Partnership loss (5,244) (519,183) (524,427) Balances at December 31, 1996	 (59,789) (409,365) (469,154) Partnership loss (3,017) (298,731) (301,748) Balances at December 31, 1997 $ (62,806) $ (708,096) $ (770,902) See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 	 1997 1996 1995 OPERATING ACTIVITIES Partnership loss $ (301,748) $ (524,427) $ (485,279) Adjustments to reconcile partnership loss to net cash provided by operating activities: Depreciation and amortization 557,765 623,856 627,298 Gain on Foreclosure (89,719) - - Provisions for losses on rents and other receivables (5,400) (14,850) 36,819 Changes in assets and liabilities: Rents and other receivables 211 22,965 189,148 Prepaid expenses 368 7,889 12,675 Commercial commissions, deposits and other 9,600 (2,445) (12,097) Accounts payable and accrued expenses 75,364 (133,830) (131,140) Accrued interest 73,009 33,950 (188,743) Unearned revenue (8,672) 59,250 (9,376) Tenant security deposits (18,561) (3,898) 166 NET CASH PROVIDED BY OPERATING ACTIVITIES 292,217 68,460 39,471 INVESTING ACTIVITIES Improvements to investment properties (69,991) (199,542) (182,714) Restricted deposits (30,906) 58,194 (73,299) NET CASH USED IN INVESTING ACTIVITIES (100,897) (141,348) (256,013) SECURED INVESTMENT RESOURCES FUND, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS--CONT'D. Years Ended December 31, 1997 1996 1995 FINANCING ACTIVITIES Borrowings under debt arrangements $ - $ 2,017,300 $ 3,850,781 Debt issuance costs (30,632) (13,842) (43,867) Advances (to) from related parties 5,214 6,494 (11,178) Principal payments on debt (155,452) (1,891,504) (3,600,042) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (180,870) 118,448 195,694 INCREASE (DECREASE) IN CASH 10,450 45,560 (20,848) CASH BEGINNING OF YEAR 206,974 161,414 182,262 CASH END OF YEAR $ 217,424 $ 206,974 $ 161,414 	 See notes to consolidated financial statements. SECURED INVESTMENT RESOURCES FUND, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--SIGNIFICANT ACCOUNTING POLICIES Organization and Business--Secured Investment Resources Fund, L.P. (the Partnership) is a Kansas limited partnership formed pursuant to the Kansas Revised Uniform Limited Partnership Act on March 30, 1984. The General Partners' and Limited Partners' interest in Partnership earnings or loss initially amounts to 1% and 99%, respectively. The allocation of the 1% interest between the General Partners is discretionary. At such point in time cash distributions to the Limited Partners amount to their original invested capital plus interest at a rate of the greater of 8% or the increase in the consumer price index per annum, cumulative non-compounded on their adjusted invested capital, earnings or loss will be allocated 15% to the General Partners and 85% to the Limited Partners. Consolidated Limited Partnerships To satisfy current real estate lending requirements that real estate assets be in single asset partnerships, the Partnership has formed two single asset partnerships. Cascade Joint Venture L.P., a Kansas limited partnership was formed on December 28, 1993 and Colony Joint Venture, L.P., a Kansas limited partnership was formed on September 14, 1994. These partnerships retained the same partnership structure as Secured Investment Resources Fund, L.P., with Secured Investment Resources Fund, L.P. being the sole Limited Partner. The General Partners of Cascade Joint Venture L.P. and Colony Joint Venture, L.P. are identical to the General Partners of Secured Investment Resources Fund, L.P. The result of operations of these single asset partnerships have been consolidated with the Partnership. Depreciation--Investment property is depreciated on a straight-line basis over the estimated useful life of the property (30 years for buildings and 5 years for furniture, fixtures and equipment). Improvements are capitalized and depreciated over their estimated useful lives. Maintenance and repair expenses are charged to operations as incurred. Income Taxes--Any tax liabilities or benefits arising from Partnership operations are recognized individually by the respective partners and, consequently, no provision will be made by the Partnership for income taxes or income tax benefits. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D Partnership Loss Per Limited Partnership Unit--Partnership loss per limited partnership unit is computed by dividing loss allocated to the Limited Partners by the weighted average number of limited partnership units outstanding. Per unit information has been computed based on 24,869.5 weighted average limited partnership units outstanding. Debt Issuance Costs--Loan costs are capitalized by the Partnership and are amortized over the term of the related loan. Accounting Estimates--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Standards-SFAS No. 130, "Reporting Comprehensive Income," was issued in June 1997. Comprehensive income is defined as net income plus certain items that are recorded directly to shareholders' equity, such as unrealized gains and losses on available-for-sale securities. Components of comprehensive income will be included in a financial statement that base the same prominence as other financial statements starting in the first quarter of fiscal 1999. SFAS No. 130's disclosure requirements will have no impact on the Partnership's financial condition or results of operations. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D New Accounting Standards (cont'd)-SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," is effective for financial statements for periods beginning after December 31, 1997, but interim reporting is not required in 1998. An operation segment is defined under SFAS No. 131 as a component of an enterprise that engages in business activities that generate revenue and expense for which operating results are reviewed by the chief operating decision maker in the determination of resource allocation and performance. The Partnership anticipates no impact of SFAS No. 131 on future financial statement disclosures. In April 1998, the Accounting Standards Executive Committee issued Statement of Position 98-5 Reporting on the Costs of Start-Up Activities. SOP 98-5 provides guidance on the financial reporting of start up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. The SOP broadly defines start-up activities and provides examples to help entities determine what costs are and are not within the scope of this SOP. The SOP applies to all nongovernmental entities and, in general, is effective for financial statements for fiscal years beginning after December 15, 1998. The Partnership is not in its start-up phase and thus does not expect this SOP to have a significant effect on its financial statement when it becomes effective. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D New Accounting Standards (cont'd)-In June 1998, the Financial Accounting Standards Board Issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Historically, the Partnership has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Partnership does not expect adoption of the new standard on January 1, 2000 to affect its financial statements. Reclassification--Certain reclassifications have been made to the 1995 Financial Statement to conform to the 1996 presentation. These reclassifications had no effect on the results of operations. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE B--INVESTMENT PROPERTIES Investment properties consist of the following: December 31, 1997 1996 Cost (including capital improvements subsequent to acquisition): The Colony Apartments			$ 6,380,600 $ 6,339,111 Cascade Apartments			 2,713,277 2,693,957 Hidden Valley Exchange Shopping Center 2,130,407 2,122,326 Foothills Village Shopping Center - 5,645,845 The Market Shopping Center		 1,434,163 1,434,163 Partnership 2,672 2,672 12,661,119 18,238,074 Less Accumulated depreciation		 (4,786,706) (6,262,531) Allowance for losses			 (405,000) (405,000) $ 7,469,413 $ 11,570,543 During 1990, the Partnership reduced the carrying value of its commercial property portfolio to reflect real estate market conditions. This change is reflected in Allowance for Losses on Investment Properties. Depreciation expense was $525,259, $589,250 and $584,926 for the years ended December 31, 1997, 1996, and 1995. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE C--MORTGAGE DEBT Non-recourse mortgage debt consists of the following: December 31, 1997 1996 Collateralized by Investment Property First Mortgages Hidden Valley Exchange S.C. 	$ 807,348 $ 813,628 The Market S.C./Hidden Valley 	 1,577,536 1,601,745 Foothills Village S.C. - 2,621,779 The Colony Apts. 3,619,623 3,661,657 Cascade Apts. 1,831,609 1,875,173 Second Mortgages Foothills Village S.C. - 968,245 The Market S.C./Hidden Valley 410,000 410,000 $ 8,246,116 $11,952,227 Hidden Valley Exchange Shopping Center (Hidden Valley) and The Market Shopping Center (The Market) In February 1993, a $750,000 note, collateralized by Hidden Valley and assignment of its rents and leases, was increased to $820,000 and converted to a mortgage payable with interest charged at 8.5%. This loan requires monthly principal and interest payments of $6,266 with the final payment due September 2000. Also in February 1993, a $1,650,000 note, collateralized by Hidden Valley and The Market, was increased to $1,800,000 and converted to a mortgage payable. In August of 1995 an advance on the $1,800,000 note brought the balance to $1,825,696. This loan is payable at 7.0% interest with monthly principal and interest of $11,426 through the maturity date of June 2001. On May 28, 1996, the Partnership signed a note, collateralized by a second mortgage on The Market and Hidden Valley Exchange, in the amount of $410,000 at 7% interest. The Partnership will make monthly interest payments on this mortgage until June 25, 1998 when the entire amount becomes due and payable. The proceeds of this note were used to pay delinquent real estate taxes for The Market and Hidden Valley Exchange as well as accrued interest and related loan costs. The Partnership is attempting to extend the due date from June 1998 or find a replacement lender. The Partnership is in violation of covenants on both of the above notes which require certain financial reports to be filed within 120 days after year end. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE C--MORTGAGE DEBT--CONT'D. Foothills Village Shopping Center (Foothills) On August 27, 1997 foreclosure proceedings were instituted on behalf of the mortgage holder on the property known as Foothills Village Shopping Center. The property was foreclosed and the Partnership no longer owns an interest in the property. The property was subject to a first mortgage in the amount of $2,582,414, plus accrued interest of $21,841 and a second mortgage in the amount of $968,245, plus accrued interest of $86,077. The Colony Apartments (The Colony) On January 17, 1995, the purchase money note in the amount of $3,500,000 was retired through the issuance of a new mortgage. This new mortgage in the original amount of $3,728,000 is due in February, 2005. The interest rate is fixed for the term of the loan at 10.09%, with monthly principal and interest payments of $34,113. Cascade Apartments (Cascade) A 9.875% note is collateralized by Cascade. Both principal and interest payments are made in an amount necessary to amortize the $2,100,000 loan over 25 years with the unpaid principal due on the maturity date of March 1, 1995. The loan is in default; however, the lender has given a verbal commitment to extend the mortgage on a month-to-month basis. The Partnership will make monthly principal, interest and escrow payments of $21,733 until permanent financing is found. Cash paid for interest totaled $1,037,713, $1,168,308 and $1,364,166 during 1997, 1996, and 1995, respectively. Maturities of mortgage debt are as follows: Year 1998 2,322,239 1999 88,114 2000 881,288 2001 1,551,247 2002 69,110 Thereafter 3,334,118 TOTAL $ 8,246,116 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE D--RELATED PARTY TRANSACTIONS SPECS, Inc., a Kansas Corporation in which the individual General Partner has a minority interest, receives property management fees for providing property management services. SPECS, Inc. also performs various professional services for the Partnership, primarily tax accounting, audit preparation, SEC 10Q and 10K preparation, and investor services. Amounts paid by the Partnership to SPECS, Inc. are as follows: Years Ended December 31, 1997 1996 1995 Property management fees $104,534 $102,613 $107,915 Professional Services 66,931 47,168 46,000 $171,465 $149,781 $153,915 The General Partners are entitled to receive a Partnership Management Fee equal to 5% of Cash Flow From Operations (as defined) for managing the normal operations of the Partnership except for Hidden Valley and The Market whose Management Fee is equal to 3% of Cash Flow From Operations. There was no management fee due for the years ending December 31, 1997, 1996 and 1995. Amounts due from (to) related parties consist of the following: Years Ended December 31, 1997 1996 SIR, Inc. $ 28,063 $ 25,929 Secured Investment Resources Fund, L.P. II (5,000) (5,000) Secured Investment Resources Fund, L.P. III (85,693) (78,345) Due From (To) Related Parties $ (62,630) $ (57,416) Advances to SIR Inc. are scheduled to be reimbursed in 1998. In May, 1995, the Partnership began repaying the advances owed to Secured Investment Resources Fund, L.P. III. During 1996, $2,440 of principal was repaid while $6,142 of interest expense was accrued at 9% per annum into the note balance. During 1997, $7,348 of interest expense was accrued at 9% per annum into the note balance. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE E--CASH DISTRIBUTIONS No distributions have been made since January 1990. Future distributions will be made only from excess cash flow not needed for working capital reserves. NOTE F--PARTNERSHIP LIQUIDITY The Partnership operates within the real estate industry and is subject to its economic forces, which contributes additional liquidity risk to the Partnership's investment portfolio. These risks include, but are not limited to, changes in general or local economic conditions, changes in interest rates and the availability of permanent mortgage financing which may render the acquisition, sale or refinancing of a property difficult or unattractive, changes in real estate and zoning laws, increases in real estate taxes, federal or local economic or rent controls, floods, earthquakes and other acts of God and other factors beyond the control of the Partnership's management. The illiquidity of real estate investments generally may impair the ability of the Partnership to respond promptly to changing economic conditions. The General Partners believe that sufficient working capital will be available to fund known, ongoing operating and capital expenditure requirements of the Partnership during 1998. The primary sources of working capital during 1998 are expected to be cash flow from operations. The Partnership is actively seeking a mortgage lender for the Cascade Apartments mortgage. This mortgage presently has an interest rate of 9.875%. The projected new loan proceeds would include refinancing costs as well as reserves for capital improvements as needed on the mortgaged properties. Certain positive factors are expected to 1998 operations. Occupancy levels on the commercial properties have improved and stabilized requiring less tenant improvement costs and leasing commission expense. The two residential properties are expected to maintain, if not increase, their levels of occupancy and income during 1998. Management believes revenue will increase from 1997 levels because of this leasing activity. It is anticipated that property operating expenses in 1998 will increase only slightly from those amounts which were incurred during 1997. Interest expense on the variable rate notes payable is expected to increase slightly over those levels realized during 1997. The availability of the liquidity sources and accomplishment of these objectives are partially predicated on the real estate economic conditions discussed above, which are beyond the control of the Partnership and will influence the achieved results. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE G--ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: December 31, 1997 1996 Vendor accounts payable			$ 12,390 $ 16,353 Property taxes 21,123 16,473 Professional fees 102,076 55,458 Utilities 14,852 11,764 Accrued Payroll and taxes		 6,630 6,878 $ 157,071 $ 106,926 As of December 31, 1997, all real estate taxes are current. NOTE H--INCOME TAX The Partners' capital accounts differ for financial reporting purposes and federal income tax purposes. The primary difference results from depreciation and amortization and provision for doubtful accounts. The effect of these items is summarized as follows: December 31, 1997 1996 Financial reporting basis: Total assets $ 7,854,587 $ 11,961,729 Total liabilities ( 8,625,489) (12,430,883) Total Partners' capital (deficit)$ (770,902) $ (469,154) Tax basis: Total assets $ 6,800,719 $ 11,016,535 Total liabilities ( 8,740,592) (12,320,149) Total Partners' capital (deficit)$( 1,939,873) $ (1,303,614) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE H--INCOME TAX--CONT'D Years Ended December 31, 1997 1996 1995 Partnership loss-financial reporting purposes $ (301,748) $ (524,427) $ (485,279) Book versus tax differences due to: Unearned revenue (106,573) - - Gain on foreclosure (89,719) - - Depreciation and amortization (64,940) (69,531) (57,364) Provision for doubtful accounts (5,400) (14,850) (49,902) Other (67,879) 59,251 (2,017) (334,511) (25,130) (109,283) Partnership loss-federal income tax purposes $ (636,259) $ (549,557) $ (594,562) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE I--LEASES Rental income on investment properties is reported when earned. The Partnership leases its commercial properties under non-cancelable operating lease agreements. The Partnership's residential properties are leased under short-term lease agreements. Future minimum rents to be received as of December 31, 1997 are as follows: Year 1998 $ 199,354 1999 152,784 2000 92,680 2001 49,845 2002 9,429 Thereafter 0 Total $ 504,092 NOTE J--GAIN ON FORECLOSURE On August 27, 1997 foreclosure proceedings were instituted on behalf of the mortgage holder of the property known as Foothills Village Shopping Center. The property was subject to a first mortgage in the amount of $2,582,414 plus accrued interest of $21,841 and a second mortgage of $968,245 plus accrued interest of $86,077. The Fund's basis in the property at the time of foreclosure, net of depreciation and other items, was approximately $3,565,000. As a result of the foreclosure, the difference between the Fund's basis and the total of the outstanding debt, net of depreciation and restricted deposits, or $89,719, was treated as a gain on disposition of the asset. NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value: Long-Term Debt. The fair value of the Partnership's long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Partnership for debt of the same remaining maturities. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D. NOTE K--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS--CONT'D The estimated fair values of the Partnership's financial instruments are as follows: Carrying Fair Amount Value Long-term debt				$ 8,246,116	$6,285,000 NOTE L--SUBSEQUENT EVENT In January 1999, the Partnership consummated a settlement agreement in which it sold its investment in the Colony Apartments and transferred its investment in the Market Shopping Center to its lender. The sale price of the Colony Apartments was $5,530,000 with an approximate gain on the sale of $850,000. In consideration with the lender releasing its collateral interest in the Colony Apartments, the Partnership transferred its interest in the Market Shopping Center to the lender. As a result of this transfer, the Partnership expects to realize an additional gain of approximately $500,000. During 1997, the Colony Apartments had net revenues of approximately $945,000 and total expenses of $972,000 while the Market Shopping Center had net revenues of approximately $101,000 and total expenses of $235,000. Item 9.	Changes in and Disagreements with Registrant's Certifying Accountants on Accounting and Financial Disclosure. None. PART III Item 10.	Directors and Executive Officers of the Registrant. The General Partners of the Partnership are James R. Hoyt and Secured Investment Resources, Inc. Secured Investment Resources, Inc. (the "Corporate General Partner") was incorporated under the laws of the State of Kansas on December, 1983 for the purpose of acting as General Partner and the Acquisition Agent of the Partnership. James R. Hoyt is the sole director and officer of the Corporate General Partner. James R. Hoyt, the Individual General Partner, age 60, holds a Bachelor's Degree in Business Administration and is a licensed real estate broker in two states. Mr. Hoyt has been actively involved for more than the past twenty years in various real estate endeavors including development, syndication, property management and brokerage. Mr. Hoyt is the Individual General Partner and sponsor of Secured Investment Resources Fund, L.P. II, (S.I.R. II) and Secured Investment Resources Fund, L.P. III, (S.I.R. III). Since 1983, Mr. Hoyt has also been involved as the Individual General Partner in ten specified real estate private placement offerings. As of December 31, 1997, these partnerships, including Secured Investment Resources Fund, L.P., have raised a total of $60,709,750. Item 11.	Management Compensation During 1997, The Partnership paid $104,534 in fees to affiliated companies for property management services. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a)	Security ownership of certain beneficial owners. No individual or group as defined by Section 13(d)(3) of the Securities Exchange Act of 1934, known to the registrant is the beneficial owner of more than 5 percent of the registrant's securities. (b)	Security ownership of Management. The General Partners own less than 1%. (c)	Change in Control. None. Item 13.	Certain Relationships and Related Transactions. See Notes to Consolidated Financial Statements, Note D, appearing in Item 8. PART IV Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a)(1)	The following Financial Statements of Secured Investment Resources Fund, L.P. are included in Item 8: Page (i) Report of Independent Auditor 14 (ii) Consolidated Balance Sheets - December 31, 1997 and 1996 15-16 (iii) Consolidated Statements of Operations - Years Ended December 31, 1997, 1996 and 1995 17 (iv) Consolidated Statements of Partnership Capital - Years ended December 31, 1997, 1996 and 1995 18 (v) Consolidated Statements of Cash Flows - Years Ended December 31, 1997, 1996 and 1995 19-20 (vi) Notes to Consolidated Financial Statements 21-34 (a)(2) The following Financial Statement Schedules are filed as part of this report: (i) Schedule II - Allowance for Doubtful Accounts 39 				 (ii) Schedule III - Real Estate and Accumulated Depreciation 40-42 All schedules other than those indicated in the index have been omitted as the required information is presented in the financial statements, related notes or is inapplicable. (a)(3) The following Exhibits are Incorporated by Reference and are an integral part of this Form 10-K. Exhibit Number					Description (4) (a) Restated Certificate and Agreement of Limited Partnership. (iii) (b) Second Amendment to Restated Certificate and Agreement of Limited Partnership. (I) (10) (a) Property Management Agreement, as amended. (I) (b) Escrow Agreement. (I) (c) Administrative Services Agreement. (I) 			 (d) Amendment No. 1 to Escrow Agreement. (I) (e) Agreement of Sale for The Colony Apartments. (v) (f) Purchase Money Short-Term Note for The Colony Apartments. (v) (g) Purchase Money Deed of Trust for The Colony Apartments. (v) (h) Purchase Money Wraparound Deed of Trust for The Colony Apartments. (v) (I) Purchase Money Wraparound Deed of Trust for The Colony Apartments. (v) (j) Real Estate Contract of Sale for The Cascade Apartments. (v) (k) Lease Agreement for Certain Portions of The Cascade Apartments. (v) (l) Real Estate Contract of Sale for the Hidden Valley Exchange Shopping Center. (vi) (m) Real Estate Contract of Sale for the Foothills Village Shopping Center. (vii) (n) Real Estate Contract of Sale for the Market Shopping Center. (viii) (o) Assignment of Real Estate Contract (The Market Shopping Center). (viii) (16) (a) Letter Regarding Change in Certified Accountant. (ix), (x) (28) (a) Guarantee of James R. Hoyt. (ii) (b) Guarantee of General Partners. (ii) (c) North Carolina Special Warranty Deed for The Colony Apartments. (v) (d) General Warranty Deed for The Cascade Apartments. (v) (I) Previously filed on September 13, 1985 as an Exhibit to Post-Effective Amendment #2 to the Registration Statement on Form S-11 (file no. 2-90975) such Exhibit and Registration Statement incorporated herein by reference. (ii) Previously filed on September 19, 1984 as an Exhibit to Amendment #2 to the Registration Statement of Form S-11 such Exhibit and Registration Statement incorporated herein by reference. (iii) Previously included in the Prospectus filed as part of Amendment #2 to Registration Statement and incorporated herein by reference. (iv) Previously filed as an exhibit to a current report on Form 8-K dated February 1, 1985 which exhibit and Form are incorporated herein by reference. (v) Previously filed on January 6, 1986 as an exhibit to Post-Effective Amendment #3 to the Registration Statements on Form S-11, such Exhibit and Registration Statement incorporated herein by reference. (vi) Previously filed as an exhibit to a report on Form 8-K dated September 30, 1986, which exhibit and Form are incorporated herein by reference. (vii) Previously filed as an Exhibit to a report on Form 8-K dated November 10, 1986, which Exhibit and Form are incorporated herein by reference. (viii) Previously filed as an Exhibit to a report on Form 8-K dated November 20, 1986, which Exhibit and Form are incorporated herein by reference. (ix) Previously filed as an Exhibit to a report on Form 8-K dated December 5, 1986, which Exhibit and Form are incorporated herein by reference. (x) Previously filed as an Exhibit to a current report on Form 8-K dated December 4, 1989, which Exhibit and Form are incorporated herein by reference. (xi) Previously filed as an Exhibit to a current report on Form 8-K dated November 27, 1997, which Exhibit and Form are incorporated herein by reference. 		 (The remainder of this page intentionally left blank.) Secured Investment Resources Fund L.P. Schedule II - Allowance for Doubtful Accounts December 31, 1997 Balance at Additions Bad Debt Write- Balance at Beginning of Charged to Offs Deducted End Period Operations From Allowance of Period For Years Ended December 31, 1995 141,476 36,819 121,095 57,200 1996 57,200 44,725 59,575 42,350 1997 42,350 31,550 36,950 36,950 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SECURED INVESTMENT RESOURCES FUND, L.P. A Kansas Limited Partnership (Registrant) By: James R. Hoyt 	 as Individual General Partner Date: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Secured Investment Resources, Inc., 	as Corporate General Partner By: James R. Hoyt, President Date: Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. No annual report or proxy material has been sent to security holders. 	 SIGNATURES 	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SECURED INVESTMENT RESOURCES FUND, L.P. A Kansas Limited Partnership 	(Registrant) By: /s/ James R. Hoyt James R. Hoyt 	 as Individual General Partner Date: _______________, 1998 	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: Secured Investment Resources, Inc., as Corporate General Partner By: /s/ James R. Hoyt James R. Hoyt, President Date: _______________, 1998 	Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not 	Registered Securities Pursuant to Section 12 of the Act. 	No annual report or proxy material has been sent to security 	holders. Secured Investment Resources Fund, L.P. Schedule III - Real Estate & Accumulated Depreciation December 31, 1997 Intial Cost to Partnership (A) Subsequent to Acquisition Buildings & Furniture Reduction Encumbrances Land Improvements Equipment Improvements of Basis (B) Other Equipment $ --- $ --- $ --- $ --- $ 2,672 $ --- Garden Apartments: Colony Apts 3,619,623 578,791 5,035,482 259,367 506,960 --- Burlington, NC Cascade Apts 1,831,609 389,924 1,903,915 254,347 165,091 --- Topeka, KS Strip Shopping Centers Hidden Valley 807,348 293,715 1,775,991 --- 151,919 (91,218) Independence MO The Market Square 1,987,536 265,250 1,196,129 --- 19,653 (46,869) Overland Park, KS $ 8,246,116 $1,527,680 $ 9,911,517 $ 513,714 $ 846,295 $(138,087) Gross Amount at Which Carried at Close of Period Buildings & Furniture Accumulated Date Depreciation Land Improvements Equipment Total Depreciation Acquired Life Other Equipment $ --- $ --- $ 2,672 $ 2,672 $ 2,672 Garden Apartments: Colony Apartments 578,791 5,250,599 551,210 6,380,600 2,592,004 16-Oct-85 30 Yrs <F1> Burlington, NC 5 Yrs <F2> Cascade Apartments 389,924 2,057,481 265,872 2,713,277 1,062,796 19-Dec-85 30 Yrs <F1> Topeka, KS 5 Yrs <F2> Strip Shopping Centers Hidden Valley 293,715 1,747,242 89,450 2,130,407 701,113 30-Sep-85 30 Yrs <F1> Independence, MO 5 Yrs <F2> Market Square 265,250 1,167,150 1,763 1,434,163 832,121(3) 18-Nov-85 30 Yrs <F1> Overland Park, KS 5 Yrs <F2> $1,527,680 $10,222,472 $ 910,967 $12,661,119 $ 5,191,706 <FN> (1) Estimated useful life of buildings. (2) Estimated useful life of furniture and fixtures. (3) Includes Allowance for Losses of $405,000. NOTES: (A) The initial cost to the Partnership represents the original purchase price of the properties, including $181,643 and $7,943 of improvements incurred in 1986 and 1985, respectively, which were contemplated at the time the property was acquired. (B) Receipts received under the terms of certain guarantee agreements are recorded by the Partnership as a reduction of the basis of the property to which the guaranteed income relates. Secured Investment Resources Fund, L.P. Schedule III - Real Estate & Accumulated Depreciation--Continued December 31, 1997 Furniture Buildings & Fixtures & Total Land Improvements Equipment (c) Reconciliation of Real Estate Owned: Balance at January 1, 1995 $17,855,818 $2,572,687 $13,804,568 $1,478,563 Additions during year: Improvements 182,714 --- 109,201 73,513 Balance at December 31, 1995 18,038,532 2,572,687 13,913,769 1,552,076 Additions during year: Improvements 199,542 --- 36,678 162,864 Balance at December 31, 1996 18,238,074 2,572,687 13,950,447 1,714,940 Additions during year: Improvements 69,991 --- 17,585 52,406 Reductions during year: Foreclosure on Property (5,646,946) (1,069,233) (3,722,436) (855,277) Reclassification - 24,226 23,124 1,102 Balance at December 31, 1997 $12,661,119 $ 1,527,680 $10,222,472 $ 910,967 (D) Reconciliation of Accumulated Depreciation: Balance at January 1, 1995 $ 5,493,355 $ --- $ 4,486,837 $1,006,518 Additions during year: Depreciation 584,926 --- 277,906 307,020 Balance at December 31, 1995 6,078,281 --- 4,764,743 1,313,538 Additions during year: Depreciation 589,250 --- 459,358 129,892 Balance at December 31, 1996 6,667,531 --- 5,224,101 1,443,430 Additions during year: Depreciation 525,259 --- 427,964 97,295 Reductions during the year: Foreclosure of Property (2,001,084) --- (1,366,139) (634,945) Balance at December 31, 1997 $ 5,191,706 $ --- $ 4,285,926 $ 905,780 (E) The total gross amount of real estate at December 31, 1997 includes $971,323 of acquisition fees paid to affiliates.