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, 2007

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File No.)	Identification No.)

1755 Wittington Place, Suite 300
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:

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

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

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

o 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, 2007, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the quarter ended March 31, 2007. 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

(c) Exhibits.

     The following exhibit is furnished with this Report:

Exhibit
Designation	Description of Exhibit
99.1*	Press Release dated May 15, 2007.

* 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 15, 2007	INCOME OPPORTUNITY REALTY INVESTORS, INC.
	By:	/s/ Steven A. Abney
		Steven A. Abney, Executive Vice
		President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

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

Income Opportunity Realty Investors, Inc. Reports First Quarter 2007 Results

DALLAS (May 15, 2007) — Income Opportunity Realty Investors, Inc. (AMEX: IOT), a Dallas-based real estate investment company, today reported net income of $66,000 or $0.02 per share for the three months ended March 31, 2007, compared to $594,000 and $0.14 per share for the same period in 2006.

Key items for the three months ended March 31, 2007, compared to the same period in 2006 included:

• Rental income for the three months ended March 31, 2007 was $2.1 million compared to $1.7 in the corresponding period in 2006, $264,000 of the increase is due to revenue from the Falcon Point Apartments, acquired on March 31, 2006. The balance is due to increased average rents at the various properties.

• Property operating expense for the three months ended March 31. 2007 was $1.1 million compared to $804,000 for the corresponding period in 2006. The increase is primarily due to additional operating expenses incurred by the acquisition of the Falcon Point Apartments.

• Depreciation expense for the three months ended March 31, 2007 was $198,000 compared to $170,000 for the corresponding period in 2006. The increase is due to additional depreciation from the Falcon Point Apartments.

• General and administrative expenses for the three months ended March 31, 2007 was $143,000 compared to $150,000 for the corresponding period in 2006.

• Advisory fees to affiliate for the three months ended March 31, 2007 was $211,000 compared to $194,000 for the corresponding period in 2006. The increase was due to a net increase in gross assets, which is the basis of the advisory fee.

• Interest income for the three months ended March 31, 2007 was $1.1 million compared to $1.2 million for the corresponding period in 2006.

• In May 12, 2006, Encino Executive Plaza Ltd. transferred One Hickory Center and the 202 acres of unimproved real property known as Travelers Land back to IORI in satisfaction of the three notes receivable totaling $36 million. Interest income received by IORI on the Encino Notes for the three months ended March 31, 2006 was $499,000.

• The overall loss of interest income from the above notes was partially offset by interest income from Syntek West, Inc. (“SWI”) of $335,000 in 2007 as compared to $20,000 in 2006. The interest paid or received from SWI is based upon the Cash Management Agreement between IORI and SWI whereby interest is paid or received at a rate of prime plus one percent based upon the outstanding intercompany balances throughout the period.

• Interest expense for the three months ended March 31, 2007 was $1.4 million compared to $896,000 for the corresponding period in 2006. The increase was primarily due to the additional debt incurred by IORI during 2006 due to new loans, refinancings and the acquisition of the Falcon Point Apartments. The increase was also due to increased interest rates for IORI’s variable interest rate debt.

• The net income fee to affiliates for the three months ended March 31, 2007 was $5,000 as compared to $50,000 for the corresponding period in 2006. The net income fee is based on 7¹/2% of IORI’s net income.

About Income Opportunity Realty Investors, Inc.
Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of real estate properties located in Texas, including office buildings, apartments, and undeveloped land. For more information, go to IORI’s website at www.incomeopp-realty.com.

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except per share data)

	March 31,			December 31,
	2007			2006
	(unaudited)
Assets
Real estate held for investment	$	63,432		$	63,682
Less—accumulated depreciation		(5,259	)		(5,061	)
		58,173			58,621
Notes and interest receivable		28,258			27,777
Investment in real estate partnerships		515			515
Cash and cash equivalents		65			80
Receivables from affiliates		17,052			17,766
Other assets		3,830			4,152
	$	107,893		$	108,911
Liabilities and Stockholders’ Equity
Liabilities
Notes and interest payable	$	61,512		$	61,546
Other liabilities		835			1,921
		62,347			63,467
Commitments and contingencies
Minority interest		642			605
Stockholders’ equity
Common Stock, $.01 par value, authorized 10,000,000 shares; issued and outstanding 4,167,635 and 4,168,035 shares at March 31, 2007 and at December 31, 2006, respectively		42			42
Paid-in capital		61,954			61,955
Accumulated deficit		(17,092	)		(17,158	)
		44,904			44,839
	$	107,893		$	108,911

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)

	For the Three Months
	Ended March 31,
	2007			2006
	(unaudited)
Property revenue
Rents and other property revenues	$	2,089		$	1,697
Operating expenses
Property operations		1,107			804
Depreciation		198			170
General and administrative		143			150
Advisory fee		211			194
Total operating expenses		1,659			1,318
Operating income		430			379
Other income (expense):
Interest income (includes $514 in 2007 and $180 in 2006 from related parties)		1,099			1,174
Mortgage and loan interest		(1,420	)		(896	)
Net income fee		(5	)		(50	)
Total other income (expense)		(326	)		228
Income before minority interest		104			607
Minority interest		(38	)		(13	)
Net income	$	66		$	594
Earnings per share:
Net earnings from continuing operations	$	0.02		$	0.14
Weighted average common shares used in computing earnings per share		4,167,635			4,168,035

The accompanying notes are an integral part of these Consolidated Financial Statements.