SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q/A
Amendment No. 1
 
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011

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
 
CIK Number 0001092791

ORPHEUM PROPERTY, INC.
(Exact Name of small business issuer as specified in the charter)
 
Delaware   33-0619256
(State or other Jurisdiction of Incorporation or Organization)
 
( IRS Employer Identification No.)
 
201 St. Charles Ave., Ste. 2500, New Orleans, LA  70170
(Address of Principal Executive Offices)

(808) 478-9894
(Issuer’s Telephone Number, including Area Code)

Indicate by check mark whether the Registrant (i) 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 shorter period that the Registrant was required to file such reports) and (ii) has been Subject to such filing requirements for the past 90 days.  Yes   þ     No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨       No   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
¨
 
Accelerated filer
¨
Non-accelerated filer
¨
 
Smaller reporting company
þ
(Do not check if smaller reporting company)
     
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   o     No   þ

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
 
Common Stock, $.001 par value   213,718,394
Title of Class   Number of Shares outstanding at August 20, 2012
 


 
 

 
 
Explanatory Note

The purpose of this Amendment No. 1 to Orpheum Property, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on September 5, 2012  (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q 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-Q formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
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ITEM 6.  EXHIBITS

Exhibits
 
2. 
Agreement and Plan of Reorganization between Back Channel Investments, Inc. and Orpheum Property, Inc. (2)

3.1
(a) Articles of Incorporation (1)
(b) Articles of Amendment (2)

3.2 
Bylaws (1)
 
10.1 
Stock Option Plan (1)

31.*
Certifications, Morris Kahn and Tyrus C. Young, CEO and CFO respectively.

32.*
Certification pursuant to 18 U.S.C. Section 1350 of Morris Kahn and Tyrus C. Young

100. 
XBRL-Related Documents
 
101. 
Interactive Data File

(1)  
Incorporated by reference to our Form 10-SB.
(2)  
Incorporated by reference to our Registration Statement on Form SB-2.   File No. 333-105564 and incorporated by reference.
_________
* These exhibits were previously included or incorporated by reference in Orpheum Property, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2012.
 
 
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SIGNATURES

Pursuant to the requirements 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.
 
  ORPHEUM PROPERTY, INC.  
       
Date: September 5, 2012 
By:
/s/ Tyrus C. Young  
    Tyrus C. Young  
    Chief Financial Officer  
       
 
By:
/s/ Morris Kahn  
    Morris Kahn  
    Chief Executive Officer  
 
 
 
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