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):     November 11, 2014

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 November 11, 2014, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the quarter ended September 30, 2014.  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 November 11, 2014.
_____________________ *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: November 11, 2014 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

EXHIBIT "99.1"

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Income Opportunity Realty Investors, Inc. Investor Relations Gene Bertcher (800) 400-6407 investor.relations@incomeopp-realty.com

Income Opportunity Realty Investors, Inc. Reports Third Quarter 2014 Results

DALLAS (November 10, 2014) Income Opportunity Realty lnvestors, Inc. (NYSE MKT: IOT), a Dallas-based real estate investment company, today reported results of operations for the third quarter ended September 30, 2014. IOT announced today that the Company reported net income applicable to common shares of $623,000 or $0.15 per diluted earnings per share for the period ended September 30, 2014, as compared to net income applicable to common shares of $625,000 or $0.15 per diluted earnings per share for the same period ended 2013.

Our primary business is investing in real estate and mortgage receivables. Land held for development or sale is our sole operating segment and as of September 30, 2014, our land consisted of approximately 170 acres of contiguous land in the Mercer Crossing development located in Farmers Branch, Texas. The Mercer Crossing development is a 1,200 acre assembly of properties at the demographic center of the Dallas — Fort Worth Metroplex. Surrounded by three major highways and adjacent to current and figure public transportation systems, Mercer Crossing is in a prime location for future growth and development.

There was no income generated from the land segment for the three months ended September 30, 2014, nor for the prior period ended 2013, as we continue to hold the land for development or sale.

The principal source of revenue for the Company is interest income on over $25.4 million of note receivables due from related parties. Interest income for the three months ended September 30, 2014, was $1.2 million, representing a $0.2 million decrease as compared to the same period in the previous year mainly due to a decrease in the receivable amount.

Expenses were lower for the three months ended September 30, 2014, as compared to the same period in the previous year. The largest decrease was in the Mortgage and Loan Interest expense category which was $176,000 for the current period, representing a decrease of $121,000. This decrease was due to the Mercer/Travelers land $27.7 million mortgage note buyout in December 2013 that was replaced with a new note with a principal balance of $12.4 million.

Operating expenses and General and Administrative expenses were both lower in the current period primarily due to a decrease in legal fees and professional fees.

About Income Opportunity Realty Investors, Inc

Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, holds a portfolio of equity real estate in Texas, including undeveloped land. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company's website atwww.incomeopp-realty.com.

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(dollars in thousands, except per share amounts)
Revenues:
Rental and other property revenues	$	-		$	-		$	-		$	-
Expenses:
Property operating expenses (including $13 and $13 for the three months and $37 and $36 for the nine months ended 2014 and 2013, respectively, from related parties)		13			49			42			72
General and administrative (including $61 and $60 for the three months and $181 and $178 for the nine months ended 2014 and 2013, respectively, from related parties)		143			192			422			536
Net income fee to related party		51			55			152			159
Advisory fee to related party		173			209			516			621
Total operating expenses		380			505			1,132			1,388
Net operating loss		(380	)		(505	)		(1,132	)		(1,388	)
Other income (expenses):
Interest income from related parties		1,179			1,427			3,547			4,251
Mortgage and loan interest		(176	)		(297	)		(538	)		(879	)
Total other income		1,003			1,130			3,009			3,372
Net income from continuing operations before tax		623			625			1,877			1,984
Income tax expense		-			-			-			(6	)
Net income from continuing operations		623			625			1,877			1,978
Discontinued operations:
Net loss from discontinued operations		-			-			-			(18	)
Gain (loss) on the sale of real estate from discontinued operations		-			-			-			-
Income tax benefit from discontinued operations		-			-			-			6
Net loss from discontinued operations		-			-			-			(12	)
Net income	$	623		$	625		$	1,877		$	1,966
Earnings per share - basic
Net income from continuing operations	$	0.15		$	0.15		$	0.45		$	0.47
Net income from discontinued operations		-			-			-			-
Net income applicable to common shares	$	0.15		$	0.15		$	0.45		$	0.47
Earnings per share - diluted
Net income from continuing operations	$	0.15		$	0.15		$	0.45		$	0.47
Net income from discontinued operations		-			-			-			-
Net income applicable to common shares	$	0.15		$	0.15		$	0.45		$	0.47
Weighted average common shares used in computing earnings per share		4,168,214			4,168,214			4,168,214			4,168,214
Weighted average common shares used in computing diluted earnings per share		4,168,214			4,168,214			4,168,214			4,168,214

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
	September 30,			December 31,
	2014			2013
	(dollars in thousands, except par value amount)
Assets
Real estate land holdings, at cost	$	24,515		$	24,511
Total real estate		24,515			24,511
Notes and interest receivable from related parties		26,691			30,693
Less allowance for doubtful accounts		(1,826	)		(1,826	)
Total notes and interest receivable		24,865			28,867
Cash and cash equivalents		3			3
Receivable and accrued interest from related parties		42,753			39,207
Other assets		1,260			1,225
Total assets	$	93,396		$	93,813
Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable - related parties	$	10,240		$	12,357
Accounts payable and other liabilities		39			216
Total liabilities		10,279			12,573
Shareholders’ equity:
Common stock, $0.01 par value, authorized 10,000,000. issued 4,173,675 and outstanding 4,168,214 shares in 2014 and 2013		42			42
Treasury stock at cost, 5,461 shares in 2014 and 2013		(39	)		(39	)
Paid-in capital		61,955			61,955
Retained earnings		21,159			19,282
Total shareholders' equity		83,117			81,240
Total liabilities and shareholders' equity	$	93,396		$	93,813