SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

þ
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended March 31, 2012
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from ____________ to ____________

Commission File Number 0-30595

ORPHEUM PROPERTY, INC.
(Exact name of registrant in its charter)
 
Delaware   33-0619256
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
 
201 St. Charles Ave.  Suite 2500
New Orleans, LA
   70170
(Address of principal executive offices)    (Zip Code)
 
Registrant's telephone number, including area code:   (808) 478-7894
 
Securities registered pursuant to Section 12(b) of the Act:    None
 
Securities registered pursuant to Section 12(g) of the Act:   Common Stock, par value $0.001
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No þ
 
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
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o     ( Do not check if a smaller reporting company ) Smaller reporting company þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $1,650,000 based on a closing sale price of $1.10 on that date.
 
The number of shares outstanding of the issuer's classes of Common Stock as of September 30, 2012:
 
Common Stock, $0.001 Par Value – 178,183,728 shares

DOCUMENTS INCORPORATED BY REFERENCE:  NONE
 
 
 
 
 

Explanatory Note

The purpose of this Amendment No. 1 to  Orpheum Property, Inc. Annual Report on Form 10-K for the year ended March 31, 2012, filed with the Securities and Exchange Commission on October 15, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
 
 
 
 
 
 
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.  The following exhibits of the Company are included herein.

Exhibit No.      Document Description

2.
Agreement and Plan of Reorganization between Back Channel Investments, Inc. and Orpheum Property, Inc. (1)
2.2 
Board Resolution accepting the assets as a contribution to capital. (2)
3.
Certificate of Incorporation and Bylaws
3.1.(a)  
Articles of Incorporation (3)
 
(b)
December 31, 2004 Certificate of Amendment to Certificate of Incorporation of Back Channel Investments, Inc. (1)
 
(c)
September 25, 2007 Certificate of Amendment to Certificate of Incorporation of Pacific Land and Coffee Corporation. (4)
 
(d)
December 23, 2010 Certificate of Amendment to Certificate of Incorporation of Pacific Land and Coffee Corporation. (4)
 
(e)
June 13, 2011 Certificate of Amendment to Certificate of Incorporation of Orpheum Property, Inc.. (4)
3.2
Bylaws (1)
10.
Material Contracts
10.1
Stock Option Plan (3)
31.1* 
Chief Executive Officer - Rule 13a-15(e) Certification. Filed herewith.
31.2* 
Chief Financial Officer - Rule 13a-15(e) Certification. Filed herewith.
32.1* 
Chief Executive Officer - Sarbanes-Oxley Act Section 906 Certification.
32.2* 
Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification.
101 
Interactive Data File
(3) 
Filed with the Company's original Form 10-SB.
(1)
Filed with Registration Statement on Form SB-2, file no. 333-105564 and incorporated by reference.
(2)
Incorporated by reference to the Current Report on Form 8-K dated November 6, 2006.
(4)
Incorporated by reference to Form 10-Q for the period ended December 31, 2011.
 
101.INS
 
XBRL INSTANCE DOCUMENT **
101.SCH
 
XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL
 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF
 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB
 
XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **
_____________
 
*           previously filed.
**           In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report on Form 10-K shall be deemed “furnished” and not “filed”.

 
 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October15, 2012.
 
 
  ORPHEUM PROPERTY, INC.  
       
 
By:
/s/ Morris Kahn  
    Morris Kahn  
    Chief Executive Officer  
       
  By: / s/ Tyrus C. Young  
    Tyrus C. Young  
    Chief Financial Officer (principal financial  
    and accounting officer)  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on October 15, 2012.
 
 
 
By:
/ s/ Morris Kahn  
    Morris Kahn  
    Chief Executive Officer  
    (principal executive officer)  
       
  By: / s/ Tyrus C. Young  
    Tyrus C. Young  
    Chief Financial Officer & Director  
    (principal financial and accounting officer)  
       
  By: / s/ Andrew V. Reid  
    Andrew V. Reid  
    Chairman  
                                                                  
 
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