UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF | |
| THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended | December 31, 2004 | |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
| THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-14784
Income Opportunity Realty Investors, Inc.
| Nevada | 75-2615944 | |
| (State or other jurisdiction of | (IRS Employer | |
| Incorporation or organization) | Identification Number) | |
| 1755 Wittington Place, Suite 340, Dallas, Texas | 75234 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code
|
214-750-5800 | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of each exchange on which registered | |
| Common Stock, $0.01 par value | American Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act:
|
None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing sales price of the Common Stock on the American Stock Exchange as of June 30, 2004 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $4,034,394 based upon a total of 298,844 shares held as of June 30, 2004 by persons believed to be non-affiliates of the Registrant. The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value. As of March 18, 2005, there were 1,389,345 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
AMENDMENT NO. 2 TO
ANNUAL REPORT ON FORM 10-K FOR
INCOME OPPORTUNITY REALTY INVESTORS, INC.
The undersigned Registrant hereby amends the following items, exhibits, or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as set forth below and as reflected in the substituted pages attached hereto which replace the same numbered pages in the original filing:
| • | Cover Page – Amendment No. 1 contained incorrect outstanding share information; the page has been corrected as noted on the Cover Page to this Amendment. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly-authorized.
Date: June 7, 2005.
| INCOME OPPORTUNITY REALTY INVESTORS, INC. |
||||
| By: | /s/ R. Neil Crouch, II | |||
| R. Neil Crouch, II, Executive Vice President | ||||
| and Chief Financial Officer and Acting Principal Executive Officer | ||||
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