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 13, 2015

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 13, 2015, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the quarter ended September 30, 2015.  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 13, 2015
_____________________ *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 16, 2015

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						For the Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(dollars in thousands, except per share amounts)
Revenues:
Rental and other property revenues	$	-		$	-		$	-		$	-
Expenses:
Property operating expenses (including $11 and $13 for the three months and $25 and $37 for the nine months ended 2015 and 2014, respectively, from related parties)		56			13			71			42
General and administrative (including $45 and $61 for the three months and $171 and $198 for the nine months ended 2015 and 2014, respectively, from related parties)		62			143			359			422
Net income fee to related party		51			51			142			152
Advisory fee to related party		176			173			526			516
Total operating expenses		345			380			1,098			1,132
Net operating loss		(345	)		(380	)		(1,098	)		(1,132	)
Other income (expenses):
Interest income from related parties		1,137			1,179			3,376			3,547
Mortgage and loan interest		(112	)		(176	)		(441	)		(538	)
Total other income		1,025			1,003			2,935			3,009
Income tax expense		-			-			-			-
Net income	$	680		$	623		$	1,837		$	1,877
Earnings per share - basic
Net income from continuing operations	$	0.16		$	0.15		$	0.44		$	0.45
Net income applicable to common shares	$	0.16		$	0.15		$	0.44		$	0.45
Earnings per share - diluted
Net income from continuing operations	$	0.16		$	0.15		$	0.44		$	0.45
Net income applicable to common shares	$	0.16		$	0.15		$	0.44		$	0.45
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			December 31,
	2015			2014
	(dollars in thousands, except par value amount)
Assets
Real estate land holdings, at cost	$	22,717		$	25,717
Total real estate		22,717			25,717
Notes and interest receivable from related parties		26,143			27,461
Less allowance for doubtful accounts		(1,826	)		(1,826	)
Total notes and interest receivable		24,317			25,635
Cash and cash equivalents		2			7
Receivable and accrued interest from related parties		46,135			40,460
Other assets		1,067			1,257
Total assets	$	94,238		$	93,076
Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable - related parties	$	9,581		$	10,240
Accounts payable and other liabilities		21			37
Total liabilities		9,602			10,277
Shareholders’ equity:
Common stock, $0.01 par value, authorized 10,000,000; issued 4,173,675 and outstanding 4,168,214 shares in 2015 and 2014		42			42
Treasury stock at cost, 5,461 shares in 2015 and 2014		(39	)		(39	)
Paid-in capital		61,955			61,955
Retained earnings		22,678			20,841
Total shareholders' equity		84,636			82,799
Total liabilities and shareholders' equity	$	94,238		$	93,076