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 14, 2007

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.)

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 November 14, 2007, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the quarter ended September 30, 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

     (d) Exhibits.

     The following exhibit is furnished with this Report:

Exhibit
Designation	Description of Exhibit
99.1*	Press Release dated November 14, 2007.

* Furnished herewith.

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

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:
Income Opportunity Realty Investors, Inc.
Investors Relations
(800) 400-6407
investor.relations@incomeopp-realty.com

INCOME OPPORTUNITY REALTY INVESTORS, INC. REPORTS THIRD QUARTER 2007 RESULTS

DALLAS (November 14, 2007) — Income Opportunity Realty Investors, Inc. (AMEX: IOT), a Dallas-based real estate investment company, today reported a net income (loss) of $180,000 and ($705,000) for the three and nine months ended September 30, 2007 as compared to a net income (loss) of ($229,000) and $430,000 for the corresponding periods in 2006.

• Rental income for the three and nine months ended September 30, 2007 was $2.2 million and $6.5 million, respectively, compared to $2.0 million and $5.6 million in the corresponding periods in 2006. The increase of $186,000 and $815,000 for the three and nine month period, respectively is primarily due to revenue from the Falcon Point Apartments, which was acquired in March 2006, as well as an overall increase in rents at the company’s other residential properties.

• Property operating expense for the three and nine months ended September 30, 2007 was $ 1.2 million and $3.4 million, respectively as compared to $1.2 million and $3.0 million for the corresponding periods in 2006. The $396,000 increase for the nine month period is primarily due to operating expenses from the Falcon Point Apartments.

• Interest income for the three and nine months ended September 30, 2007 was $1.3 million and $3.5 million, respectively, compared to $707,000 and $2.9 million for the corresponding periods in 2006. The increase of $572,000 and $601,000 for the three and nine month period, respectively was due almost entirely to the interest earned on monies advanced to the Company’s external advisor.

• Interest expense for the three and nine months ended September 30, 2007 was $1.5 million and $5.4 million, respectively, compared to $1.3 million and $3.3 million for the corresponding periods in 2006. The increase of $282,000 and $2.1 million for the three and nine month period, respectively was primarily due to additional debt incurred by IORI during 2006 and 2007 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 overall increase in interest expense was partially offset by the elimination of interest expense on the debt to Transcontinental Realty Investors, Inc. (“TCI”), which was cancelled when One Hickory Center (an office building located in Dallas, Texas) was transferred to TCI in May 12, 2006.

• Advisory fees for the three and nine months ended September 30, 2007 were $227,000 and $805,000, respectively, compared to $261,000 and $886,000 for the corresponding periods in 2006. The decrease of $34,000 and $81,000 for the three and nine month period, respectively was due to a decrease in fees for refinancing certain mortgage obligations, offset by an increase in the asset-based advisory fee.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc. (“IORI”), a Dallas-based real estate investment company, holds a diverse portfolio of real estate properties located primarily 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)

	September 30,			December 31,
	2007			2006
	(Unaudited)
Assets
Real estate held for investment	$	63,458		$	63,682
Less — accumulated depreciation		(5,656	)		(5,061	)
		57,802			58,621
Notes and interest receivable — related parties		29,011			27,777
Investment in real estate partnerships		490			515
Cash and cash equivalents		104			80
Receivables from affiliates		26,353			17,766
Other assets		2,708			4,152
	$	116.468		$	108,911
Liabilities and Stockholders’ Equity
Liabilities:
Notes and interest payable	$	70,020		$	61,546
Other liabilities		1,685			1,921
		71,705			63,467
Commitments and contingencies
Minority interest		666			605
Stockholders’ equity:
Common Stock, $.01 par value; authorized, 100,000,000 shares; issued 4,168,035 shares; outstanding 4,163,175 and 4,168,035 shares at September 30, 2007 and December 31, 2006, respectively		42			42
Additional paid-in capital		61,918			61,955
Accumulated deficit		(17,863	)		(17,158	)
		44,097			44,839
	$	116,468		$	108,911

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

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006
	(unaudited)						(unaudited)
Property revenue
Rents and other property revenues	$	2,214		$	2,028		$	6,463		$	5,648
Operating expenses
Property operations		1,225			1,196			3,428			3,032
Depreciation		199			191			595			551
General and administrative		98			109			381			391
Advisory fees — related party		227			261			805			886
Total operating expenses		1,749			1,757			5,209			4,860
Operating income		465			271			1,254			788
Other income (expense):
Interest income — related		1,279			707			3,514			2,913
Mortgage and loan interest expense		(1,537	)		(1,255	)		(5,387	)		(3,303	)
Net income fee — related party		—			17			—			(38	)
Total other income (expense)		(258	)		(531	)		(1,873	)		(428	)
Income (loss) before equity in earnings (loss) of investees and minority interest		207			(260	)		(619	)		360
Equity in earnings (loss) of investees		(9	)		29			(24	)		110
Minority interest		(18	)		2			(62	)		(40	)
Net income (loss)	$	180		$	(229	)	$	(705	)	$	430
Earnings per share:
Net earnings (loss) from continuing operations	$	0.04		$	(0.06	)	$	(0.17	)	$	0.10
Weighted average common shares used in computing earnings per share		4,163,175			4,168,035			4,163,175			4,168,035