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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO
SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year endedDecember 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
Incorporation or organization)
    
    (IRS Employer Identification
Number)
 1755 Wittington Place, Suite 340, Dallas, Texas
    
75234(Address of prinicpal 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 ClassCommon Stock, $0.01 par value
    
    Name of each exchange on which registeredAmerican 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. YesþNoo 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). YesoNoþ The aggregate market value of the voting stock held by non-affiliates of the issuer,
computed by reference to the closing sales price on June 30, 2004, was approximately $2,424,000.
At March 31, 2005, the issuer had outstanding approximately 977,004 shares of par value $0.01
Common Stock. DOCUMENTS INCORPORATED BY REFERENCE
None




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AMENDMENT NO. 1 TOANNUAL REPORT ON FORM 10-K FORINCOME 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:  
    Page 32  Report of BDO Seidman, LLP dated March 21, 2003, should have
acknowledged that it was except for Notes 15 and 16, which were as of March 31,
2005; the page has been corrected as noted on the attached substituted page.
The change is made to correct inadvertently-omitted material, but has no effect
upon any of the financial information contained in the financial statements
which remain unchanged. 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 1, 2005. INCOME OPPORTUNITY REALTY
INVESTORS, INC.By:
    /s/ R. Neil Crouch, IIR. Neil Crouch, II, Executive Vice Presidentand Chief Financial Officer and Acting
Principal Executive Officer 1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors of
Income Opportunity Realty Investors, Inc. We have audited the accompanying consolidated statements of operations, stockholders equity and
cash flow of Income Opportunity Realty Investors, Inc. for the year ended December 31, 2002. We
have also audited the schedules listed in the accompanying index. These financial statements and
the schedules are the responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. As described in Note 17, Income Opportunity Realty Investors, Inc.s management has indicated its
intent to both sell income producing properties and refinance or extend debt secured by real estate
to meet its liquidity needs. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the consolidated results of their operations and their cash flows of Income
Opportunity Realty Investors, Inc. for the year ended December 31, 2002,in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, the schedules presents fairly, in all material respects, the information set
forth therein. BDO SEIDMAN, LLP Dallas, Texas
March 21, 2003 (except for Notes 15 and 16 which are as of March 31, 2005) 32