8-K

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

Date of Report (Date of earliest event reported):      May 15, 2013

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1603 LBJ Freeway, Suite 800 Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code     469-522-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

On May 15, 2013, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the quarter ended March 31, 2013.  A copy of the announcement is attached as Exhibit “99.1.”

The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.  We undertake no duty or obligation to publicly-update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit Designation	Description of Exhibit
99.1*	Press Release dated May 15, 2013.
_____________________ *Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized.

Dated: May 16, 2013	INCOME OPPORTUNITY REALTY INVESTORS, INC.
	By: /s/ Gene S. Bertcher
	Gene S. Bertcher, Executive Vice
	President and Chief Financial Officer

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EX-99.1

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
	For the Three Months Ended
	March 31,
	2013			2012
	(dollars in thousands, except share and per share amounts)
Revenues:
Rental and other property revenues	$	-		$	-
Expenses:
Property operating expenses (including $13 and $29 for the three months ended 2013 and 2012 respectively from related parties)		14			31
General and administrative (including $99 and $83 for the three months ended 2013 and 2012 respectively from related parties)		188			154
Advisory fee to related party		204			198
Total operating expenses		406			383
Operating loss		(406	)		(383	)
Other income (expense):
Interest income from related parties		1,407			1,183
Mortgage and loan interest		(288	)		(276	)
Earnings from unconsolidated subsidiaries and investees		-			(10	)
Total other income		1,119			897
Income from continuing operations before tax		713			514
Income tax expense		(6	)		(2	)
Net income from continuing operations		707			512
Discontinued operations:
Loss from discontinued operations		(18	)		(7	)
Loss on the sale of real estate from discontinued operations		-			-
Income tax benefit from discontinued operations		6			2
Net loss from discontinued operations		(12	)		(5	)
Net income		695			507
Earnings per share - basic
Income from continuing operations	$	0.17		$	0.12
Loss from discontinued operations		-			-
Net income applicable to common shares	$	0.17		$	0.12
Earnings per share - diluted
Income from continuing operations	$	0.17		$	0.12
Loss from discontinued operations		-			-
Net income applicable to common shares	$	0.17		$	0.12
Weighted average common share used in computing earnings per share		4,168,214			4,168,214
Weighted average common share used in computing diluted earnings per share		4,168,214			4,168,214

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
	March 31,			December 31,
	2013			2012
	(dollars in thousands, except share and par value amounts)
Assets
Real estate land holdings, at cost	$	24,511		$	24,511
Total real estate		24,511			24,511
Notes and interest receivable from related parties		26,739			27,002
Less allowance for doubtful accounts		(1,826	)		(1,826	)
Total notes and interest receivable		24,913			25,176
Cash and cash equivalents		2			2
Investments in unconsolidated subsidiaries and investees, subject to sales contract		-			-
Receivable and accrued interest from related parties		59,405			58,534
Other assets		1,282			1,283
Total assets	$	110,113		$	109,506
Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable	$	28,452		$	28,508
Deferred gain (from sales to related parties)		5,127			5,127
Accounts payable and other liabilities		117			149
		33,696			33,784
Commitments and contingencies:
Shareholders’ equity:
Common stock, $.01 par value, authorized 10,000,000 shares; issued 4,173,675     shares in 2013 and 2012		42			42
Treasury stock at cost, 5,461 in 2013 and 2012		(39	)		(39	)
Paid-in capital		61,955			61,955
Retained earnings		14,459			13,764
Total shareholders' equity		76,417			75,722
Total liabilities and shareholders' equity	$	110,113		$	109,506