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: January 11, 2006
(Date of Earliest Event Reported)
INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Nevada
(State or other
jurisdiction of incorporation) 		  001-14784
(Commission
File No.) 		  75-2615944
(I.R.S. Employer
Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas 75234
(Address of principal executive offices)
214-750-5800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last Report)
     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))
 
 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     (a) At the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc. (“IOT” or the “Registrant”) held on December 15, 2005, the stockholders approved a proposal to amend the Articles of Incorporation to increase the authorized number of shares of Common Stock to 100,000,000 shares, and to increase the authorized number of shares of Preferred Stock to 10,000,000 shares, each with a par value $0.01 per share.
     IOT filed a Certificate of Amendment with the Secretary of State of Nevada amending the Articles of Incorporation to reflect the increased authorization in the number of shares of Common Stock and Preferred Stock on January 11, 2006. The effect of the Amendment to the Articles of Incorporation is to increase the number of authorized shares of Common Stock to 100,000,000 shares from 10,000,000 shares, and to increase the authorized number of shares of Preferred Stock from 1,000,000 shares to 10,000,000 shares.
Item 9.01. Financial Statements and Exhibits
     (d) Exhibits.
     The following are filed herewith as exhibits or incorporated by references indicated below:
     
Exhibit    
Designation   Description of Exhibit
 
   
3.2*
  Certificate of Amendment to the Articles of Incorporation of Income Opportunity Realty Investors, Inc. as filed with and approved by the Secretary of State of Nevada on January 11, 2006.
 
*   Filed 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: January 12, 2006  Income Opportunity Realty Investors, Inc.
  		 
  By:   /s/ Steven A. Abney    
    Steven A. Abney, Executive Vice President and   
    Chief Financial Officer and Acting Principal Executive Officer   

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EXHIBIT 3.2
         
DEAN HELLER
Secretary of State
  (STATE SEAL)   CHARLES E. MOORE
Securities Administrator
 
       
RENEE L. PARKER
      SCOTT W. ANDERSON
Chief Deputy
      Deputy Secretary
Secretary of State
      for Commercial Recordings
 
       
PAMELA A. RUCKEL
      ELLICK HSU
Deputy Secretary
      Deputy Secretary
for Southern Nevada
      for Elections
 
       
 
       
Filing Acknowledgement
January 11, 2006
         
Job Number
  Corporation Number    
C20060111-0711
  C14531-1995    
 
       
Filing Description
  Document Filing
Number 		  Date/Time of Filing
 
       
Amendment
  20060015601-21   January 11, 2006 11:00:22
 
      AM
     
Corporation Name
  Resident Agent
 
   
INCOME OPPORTUNITY REALTY
  CORPORATION TRUST COMPANY OF
INVESTORS, INC.
  NEVADA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
 
Respectfully,
 
-S- DEAN HELLER
 
DEAN HELLER
Secretary of State
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

 

 

(CERTIFICATE)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 — After Issuance of Stock)
1. Name of corporation:
Income Opportunity Realty Investors, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
Article FOURTH, Part A, of the Articles of Incorporation has been amended to increase the authorized capital stock by amending and restating Article FOURTH, Part A, in its entirety as follows:
FOURTH:
     A. The total number of shares of all classes which the Corporation shall have authority to issue is 110,000,000 shares, of which 100,000,000 shares, par value $0.01 per share, shall be of a class designated “Common Stock,” and 10,000,000 shares, par value $0.01 per share, shall be of a class designated “Preferred Stock.”
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 84.42%
4. Effective date of filing (optional): (ILLEGIBLE)
     
5. Officer Signature (required):
  -S- (ILLEGIBLE)
 
   
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series attached by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
      
This form must be accompanied by appropriate fees. See attached fee schedule.