UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 3, 2005


                     SECURED INVESTMENT RESOURCES FUND, L.P.
             (Exact name of Registrant as specified in its charter)


           Kansas                     0-14542                 48-0979566
(State or other jurisdiction       (Commission             (I.R.S. Employer
     of incorporation)              File Number)         Identification Number)


      199 S. Los Robles Ave., Suite 200                 (626) 585-5920
        Pasadena, CA 9110
  (Address of principal executive offices)      (Registrant's telephone number)


         4200 Blue Ridge Blvd., Ste. LH-06, Kansas City, Missouri 64133
                         (Former Name or Former Address)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[  ]  Written communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[  ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))





Item 5.01         Changes in Control of Registrant


     On March 3, 2005, Millenium Management, LLC, a California limited liability
company  ("Millenium")  became  the  sole  general  partner  of the  Registrant,
assuming  control  from the prior  general  partners:  James R. Hoyt and Secured
Investment  Resources,  Inc.; pursuant to the vote of limited partners holding a
majority of the units of limited  partnership  interest  and the approval of the
Court and  court-appointed  receiver in the case captioned  Everest  Management,
LLC, et al. v. James R. Hoyt, et al., (District Court,  Johnson County,  Kansas,
Case No. 03CV07056) (the  "Litigation").  The Litigation involved the Registrant
and another limited partnership controlled by Mr. Hoyt, and certain terms of the
settlement are related to the foregoing change of control.

     The principal terms of the Settlement Agreement were as follows.

     All unit holders have been  admitted as  substitute  limited  partners with
respect to the units they  currently  hold,  and upon the Effective  Date of the
Settlement  Agreement,  the current general  partners were removed and Millenium
became the successor  general partner of the Registrant,  in accordance with the
Registrant's  limited  partnership  agreement  and the majority vote received by
Millenium.

     The  Registrant  will repay to Mr.  Hoyt all  amounts  loaned by him to the
Registrant,  which amount is initially  set at $100,000 but shall be audited and
adjusted accordingly.

     Millenium  does not own any limited  partnership  units,  but its affiliate
owned 946 units prior to the Settlement Agreement,  and an affiliate acquired an
additional  200 units as a result of the  Settlement  Agreement,  which together
represent 4.6% of the 24,869.50 limited partnership units outstanding.

     No material  amount of monetary  consideration  was paid in connection with
the Settlement  Agreement.  Any amounts paid by Millenium or its affiliates were
paid from their cash on hand.

     Other  than  the  Settlement   Agreement  described  above,  there  are  no
arrangements  or   understandings   between  the  former  general  partners  and
Millenium, or any of their associates, regarding the Registrant.





     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                SECURED INVESTMENT RESOURCES FUND, L.P.
                                By: Millenium Management, LLC, General Partner


                                By:    /s/ W. Robert Kohorst
                                       ----------------------------------------
                                       W. Robert Kohorst,
                                       President

                                Date: March 8, 2005