SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2010~~2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period ~~from________~~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		~~749~~213,~~995~~718,394
Title of Class		Number of Shares outstanding at ~~February~~August 920, ~~2010~~2012

~~Traditional~~PART ~~Small Business Format Yes o No þ~~I

NoITEM1. ~~exhibits~~FINANCIAL ~~included.~~STATEMENT

ORPHEUM PROPERTY, INC.

(A Development Stage Company)

~~CONSOLIDATED~~ BALANCE SHEETS

	December 31,		March 31,
ASSETS
	2010		2010
	June 30,		March 31,
ASSETS	(Unaudited)		(Audited)
	2011		2011
	(Unaudited)		(Audited)
Current Assets
Cash in Bank	$	~~635~~-	$	~~8,628~~727
Accounts Receivable, net of
Prepaid Expenses		2,645		5,000
allowance for doubtful accounts of
Total Current Assets		2,645		5,727
$ -0- and $3,248		---		19,378
Other receivables		25,000		---
Prepaid Expenses		---		400
Total Current Assets		25,635		28,406
Fixed Assets
Equipment		---		63,057
Undeveloped land		20,000		-
Leasehold Improvements		---		2,827
Building - Orpheum Theater		6,366,617		6,296,935
Building - Orpheum Theater		6,281,735		---
Less: Accumulated Depreciation		-		-
Less: Accumulated Depreciation		---		(56,288	)
Total Fixed Assets		6,386,617		6,296,935
Total Fixed Assets		6,281,735		9,596
Other Assets
Rent Deposit		---		3,979
Deposit - Land Escrow		6,500		-
Total Other Assets		~~---~~6,500		~~3,979~~-
TOTAL ASSETS	$	6,~~307~~395,~~370~~762	$	416,~~981~~302,662

The accompanying notes are an integral part of the financial statements

	December 31,			March 31,
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
	2010			2010
	June 30,			March 31,
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	(Unaudited)			(Audited)
	2011			2011
	(Unaudited)			(Audited)
Current Liabilities
Accounts Payable	$	3868,~~443~~766		$	~~150~~31,~~574~~867
Credit Line		---			24,690
Bank Overdraft		7,495			-
Payroll & Excise Taxes Payable		---			23,914
Accrued Interest		386,840			299,143
Payable - Jones Day		---			552,505
Demand Note - Orpheum - Note 4		2,698,360			2,698,360
Advances by Officer		---			26,250
Total Current Liabilities		3,161,461			3,029,370
Current Portion - Long Term Debt		---			9,934
Accrued Interest		211,446			---
Demand Note - Orpheum - Note 4		2,698,360			---
Total Current Liabilities		2,948,249			787,867
Stockholders' Equity (Deficit)
Preferred Stock Class A - 1,000,000 shares authorized;
Preferred Stock - 1,000,000 shares authorized;
Par value of $.001 per share; 900,000 shares issued
Face value of $5.00, non-convertible, non-dividend
and outstanding		---			900
producing; 40,000 & -0- shares outstanding at
Preferred Stock Class B - 50,000 shares authorized;
June 30, 2011 and March 31, 2011, respectively		200,000			0
Par value of $2.00 per share; 42,260 shares issued
Common Stock - 500,000,000 shares authorized;
and outstanding		84,520			---
Par value of $.001 per share; 6,461,336 shares issued and outstanding		6,462			6,462
Common Stock - 50,000,000 shares authorized;
Stock to be issued		3,450,734			3,415,734
Par value of $.001 per share; 749,995 shares
Capital in excess of par value		3,239,477			3,133,706
issued and outstanding		750			639
Deficit accumulated during the development stage		(3,662,372	)		(3,282,610	)
Common Stock to be issued		3,474,000
Total Pacific Land Stockholders' Equity (Deficit)		3,234,301			3,273,292
Capital in excess of par value		1,615,090			971,151
Deficit accumulated during the development stage		(1,815,239	)		(1,567,742	)
Total Pacific Land Stockholders' Equity (Deficit)		3,359,121			(595,052	)
Non-Controlling Interest		---			(150,834	)
Total Stockholders' Equity (Deficit)		3,359,121			(745,886	)
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY (DEFICIT)	$	6,~~307~~395,~~370~~762		$	416,~~981~~302,662

The accompanying notes are an integral part of the financial statements

ORPHEUM PROPERTY, INC.

(A Development Stage Company)

~~CONSOLIDATED~~ STATEMENTS OF OPERATION

For the ~~Periods~~Three Months Ended ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010

and for the Perod from Inception (February 14, 2003) Through ~~December~~June 3130, ~~2010~~2011

	(Unaudited)
							February 14,
	For the Three			For the Three			For the Nine			For the Nine			February 14,
	For the Three Months Ended						2003 through
	Months			Months			Months			Months			2003 through
	June 30,			June 30,			June 30,
	December 31,			December 31,			December 31,			December 31,			December 31,
	2011			2010			2011
	2010			2009			2010			2009			2010
Revenues
Revenues
Sales	$	0		$	0		$	0
Sales	$	0		$	0		$	0		$	0		$	96,215
Total Revenues		0			0			0
Total Revenues		0			0			0			0			96,215
Cost of Sales		0			0			0
Cost of Sales		0			0			0			0			87,178
Gross Profit		0			0			0
Gross Profit		0			0			0			0			9,037
General & Administrative Expenses		292,064			5,222			2,022,539
General & Administrative Expenses		6,264			18,162			72,970			70,666			454,584
Net Loss from Operations		(292,064	)		(5,222	)		(2,022,539	)
Net Loss from Operations		(6,264	)		(18,162	)		(72,970	)		(70,666	)		(445,547	)
Other Income (Expense):
Other Income (Expense):
Other Income		0			0			96,215
Interest Expense		(87,697	)		(1,~~504~~780	)		(~~177~~375,~~173~~460	)		~~3,814~~			~~(224,429~~	)
Total Other Income (Expense)		(87,697	)		(1,~~504~~780	)		(~~177~~375,~~173~~460	)		~~3,814~~			~~(224,429~~	)
Net Loss from Continuing Operations		(93379,~~961~~761	)		(167,~~658~~002	)		(~~250~~2,~~143~~397,999	)		~~(66,852~~	)		~~(669,976~~	)
Discontinued Operations		0			(56,~~582~~113	)		6(1,~~113~~235,906	)		~~(57,693~~	)		~~(1,141,797~~	)
Loss - Sale of Disc. Operations		0			0(3,466	)		(328,~~466~~467	)		0			~~(3,466~~	)
Net Loss	$	(93379,~~961~~761	)	$	(224,~~240~~355	)	$	(~~247~~3,~~496~~662,372	)	$	~~(124,545~~	)	$	~~(1,815,239~~	)
Basic and Diluted Income (Loss) Per Share
Continuing Operations		(0.1306	)		(0.0301	)		~~(0.35~~	)		~~(0.10~~	)
Discontinued Operations		0.00			(0.0100	)		~~0.00~~			~~(0.09~~	)
Net Loss per Share	$	(0.1306	)	$	(0.0301	)	$	~~(0.35~~	)	$	~~(0.19~~	)
Weighted Average Shares
Outstanding		~~749~~6,~~995~~461,336			~~638~~640,~~744~~228			~~713,670~~			~~638,744~~

The accompanying notes are an integral part of ~~the~~these financial statements

ORPHEUM PROPERTY, INC.

~~CONSOLIDATED~~(A ~~STATEMENTS~~Development OFStage ~~CASH FLOWS~~Company)

~~For~~STATEMENTS ~~the~~OF ~~Periods~~CASH ~~Ended December 31, 2010 and 2009~~FLOWS

~~and~~For ~~for~~ the ~~Perod~~Three ~~from~~Months ~~Inception~~Ended ~~(February~~June 1430, ~~2003)~~2011 ~~Through~~and ~~December 31,~~ 2010

and for the Perod from Inception (~~Unaudited~~February 14, 2003) Through June 30, 2011

	For the Nine			For the Nine			February 14,
							February 14,
	Months			Months			2003 through
	For the Three Months Ended						2003 through
	December 31,			December 31,			December 31,
	June 30,			June 30,			June 30,
	2010			2009			2010
	2011			2010			2011
Cash Flows from Operating Activities
Net Loss	$	(~~247~~379,~~496~~761	)	$	(~~124~~4,~~545~~355	)	$	(13,~~815~~662,~~239~~372	)
Adjustments to reconcile net loss to net cash used by
operating activities
Contribution of interest on advances by officer		---			~~---~~(3,724	)		24,071
Common Stock issued for conversion of
subsidiary stock		---			---			6,881
Stock Issued for payment of fees		---			---			128,783
Stock Issued/to be issued for payment of fees		215,000			-			1,677,248
Contributed Capital - noncash fair market value of start-up
and organization services and costs		---			---			1,000
Increase (Decrease) in accounts payable		(12,979	)		2,092			38,444
Bad debt recognized		-			-			25,000
Increase (Decrease) in accrued interest		178,316			---			178,316
(Increase) Decrease in Prepaid expenses		2,355			-			(2,645	)
Net Cash Used by Operating Activities		(82,159	)		(122,453	)		(1,437,744	)
Increase (Decrease) in accounts payable		36,899			(46,179	)		68,766
Increase (Decrease) in accrued interest		87,697			2,923			353,710
Net Cash Used by Operating Activities		(37,810	)		(51,335	)		(1,508,341	)
Cash Flow from Investing Activities
Improvements to Orpheum Theater		(109,375	)		----			(109,375	)
Investment in eqquipment		-			(2,500	)		-
Net Cash Used by Investing Activities		(109,375	)		----			(109,375	)
Deposits into Land Escrow		(6,500	)					(6,500	)
Improvements to Orpheum Theater		(69,682	)		-			(194,257	)
Net Cash Used by Investing Activities		(76,182	)		(2,500	)		(200,757	)
Cash Flow from Financing Activities
Proceeds from the sale of stock/contributed cash		~~113~~105,~~465~~770			-~~---~~			~~584~~761,~~945~~293
Proceeds from notes payable - related party		-~~---~~			~~----~~1,300			49,700
Proceeds from advances from former officer		75,000			88,760			30,000
Proceeds from advances from former officer - net		-			45,000			30,000
Proceeds from mergers		-~~---~~			-~~---~~			304,540
Net Cash Provided (Used) by Financing Activities		188,465			88,760			969,185
Payment to reduce Stock Payable		-			-			(22,500	)
Net Increase (Decrease) in Cash		(3,069	)		(33,693	)		(577,934	)
Bank overdraft		7,495			-			7,495
Beginning Cash Balance		8,628			10,313			----
Net Cash Provided (Used) by Financing Activities		113,265			46,300			1,130,528
Cash provided (used) by Discontinued Operating Activities		(4,924	)		27,219			578,569
Net Increase (Decrease) in Cash		(727	)		(7,535	)		(578,570	)
Ending Cash Balance	$	635		$	3,839			635
Beginning Cash Balance		727			8,628			-

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest		----				1,673		----
Cash paid during the year for income taxes		----			----			----
Business Acquisitions
Fair value of assets acquired	$	6,172,360		$	----		$	7,447,703
Issuance of debt/assumption of liabilities		----			----			(1,170,013	)
Liabilities assumed		(2,731,490	)		----			(2,760,379	)
Stock Issued at acquisition		(84,520	)		----			(160,961	)
Capital in Excess of Par		(3,356,350	)		----			(3,356,350	)

ORPHEUM PROPERTY, INC

Cash (Used in) Provided by Discontinued Operations		-		-			578,570

Ending Cash Balance - Bank Overdraft	$	-	$	1,093			-

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest	$	-	$	-		$	-

Cash paid during the year for income taxes	$	-	$	-		$	-

Impact of Sale of Discontinued Operations
Liabilities assumed in excess of assets released		-		794,153			794,153
Reduction in Noncontrolling Interest of
Discontinued Operations		-		(150,834	)		(150,834	)
Increase in Additional Paid in Capital		-		(643,319	)		(643,319	)

Net Transaction	$	-	$	-		$	-

Business Acquisitions
Fair value of assets acquired	$	-	$	-		$	7,447,703
Issuance of debt/assumption of liabilities		-		-			(1,170,013	)
Liabilities assumed		-		-			(2,760,379	)
Stock Issued at acquisition		-		-			(160,961	)
Capital in Excess of Par		-		-			(3,356,350	)

Net Transaction		-		-			-

The accompanying notes are an integral part of the financial statements

Orpheum Property, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

~~(Unaudited)~~June 30, 2011

~~December~~Note ~~31,~~1 ~~2010~~Organization and Summary of Significant Accounting Policies

~~Note~~Organization ~~1 Interim~~Orpheum ~~Financial~~Property, ~~Statements~~Inc. (the Company) was organized under the laws of the State of Delaware on February 14, 2003, and has elected a fiscal year end of March 31st. The Company was originally organized for the purpose of the research and development of tropical plantation plants, to own and sell real and personal property and to sell products. The Company’s previous name was Pacific Land and Coffee Corporation. However, on October 22, 2010, the Company filed a Schedule 14C with the Securities and Exchange Commission in order to change the name of the Company to Orpheum Property, Inc. Currently, the Company is involved in the development and renovation of commercial property.

~~The~~On ~~accompanying~~May ~~financial~~20, ~~statements~~2003, ~~have~~the ~~been~~Company ~~prepared~~combined bywith ~~the~~Back ~~Company~~Channel ~~without~~Investments, ~~audit~~Inc. In, in a reverse merger pursuant to an Agreement and Plan of Reorganization. Back Channel acquired all the ~~opinion~~ outstanding shares of ~~management~~common stock of the Company in exchange for 7,000,000 ~~all~~shares ~~adjustments~~of ~~(which~~Back ~~include~~Channel’s ~~normal~~common ~~recurring~~stock. ~~adjustments)~~The ~~necessary~~surviving toentity ~~present~~was ~~fairly~~Orpheum ~~the financial~~Property, ~~position~~Inc. asUpon completion of ~~December~~ 31the agreement, ~~2010~~the combined Company essentially re-capitalized to have 10,000,000 ~~and~~shares ~~the~~outstanding. ~~results~~No ofchange ~~operations~~in ~~and~~net ~~cash~~book ~~flows~~value ~~for~~or ~~the~~goodwill ~~nine~~was ~~months ended~~recognized. ~~December~~Subsequently, 31in August, ~~2010~~2007, ~~and~~these ~~for~~shares ~~the~~were ~~period~~reduced ~~from~~to ~~inception~~3,333,332 shares through ~~December~~a 31reverse stock split. The pre-merger financial statements of Orpheum Property, ~~2010~~Inc. are now the historical financial statements of the Company.

~~Certain~~Seeking ~~information~~to ~~and~~redirect ~~footnote~~its ~~disclosures~~activities, ~~normally~~on ~~included~~June in28, ~~financial~~2010, ~~statements~~the ~~prepared~~Company inacquired ~~accordance~~129 ~~with~~University ~~generally~~Place ~~accepted~~whose ~~accounting~~sole ~~principles~~asset ~~have~~was ~~been~~the ~~condensed~~Orpheum orTheater ~~omitted~~with the intention of restoring the historic commercial property. It isThe ~~suggested~~transaction ~~that~~involved ~~these~~the ~~condensed~~issuance ~~financial~~of ~~statements~~42,260 beshares ~~read~~of ina ~~conjunction~~new class of Preferred Stock (B) with ~~the~~a ~~financial~~par ~~statements~~value of $2.00 per share and ~~notes~~convertible ~~thereto~~into ~~included~~2,000 inshares ~~the~~of ~~Company’s~~common ~~March~~stock ~~31,~~for ~~2010~~each ~~audited~~share ~~financial~~of ~~statements~~preferred. The ~~results~~purchase price of ~~operations for~~ the ~~nine~~ ~~months~~property ~~ended~~was ~~December 31~~$6, ~~2010~~172,360 ~~are~~with ~~not~~the ~~necessarily~~Company ~~indicative~~assuming ofan existing liability on the ~~results~~property of ~~operations~~$2,698,360 toand bean ~~expected~~obligation ~~for~~to ~~the~~issue ~~full~~Company ~~fiscal~~stock ~~year~~valued at $3,474,000.

~~Note~~Basis ~~2 Going~~of ~~Concern~~Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Security and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10K. In the opinion of management all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows for the interim periods presented have been reflected herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2011 audited financial statements. The results of operations for the three months ended June 30, 2011, are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The Company has limited operating capital with no current revenue from operations. Realization of a major portion of the assets is dependent upon the Company’s ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Note 3 Investment in Orpheum Theater

On June 28, 2010, the Company acquired 129 University, LLC , whose sole asset was the Orpheum Theater. The property is being held pending the completion of renovation activity. The purchase price of the building was $6,172,360, which consisted of the assumption of a demand note (Note 4) for $2,698,360 and an obligation to issue $3,474,000 of PLAC stock. Additional renovation costs of $109,375 have been incurred since the acquisition.

Note 4 Demand Note

The mortgage on the Orpheum property which bears an interest rate of 13% per annum paid monthly and based on a 360 day per year calculation. The principal is due on demand. The principal balance as of December 31, 2010 is $ 2,698,360.

At the time of the acquisition the note had accrued interest of $33,130. Between June 28 and December 31, 2010, additional interest of $ 178,318 has been accrued, with a December 31, 2010, accrued interest balance of $211,446.

Note 5 Related Party Transactions

On June 30, 2010, the two existing coffee related subsidiaries were sold to entities controlled by two former officers and directors. The purchase price ($110,000) was paid by reducing the amounts due to a former director by $45,000 and recording a short term receivable of $55,000. As of this report date, $ 30,000 has been repaid and the balance is expected to be paid shortly.

Also, during June, 2010, the same former director paid our former audit firm a total of $45,000 for bills incurred by the firm over the prior year.

Note 6 Discontinued Operations

Note 7 Reverse Stock Split

On October 22, 2010, the Company filed a Schedule 14C with the Securities and Exchange Commission for the purpose of:

a) Implementing a reverse stock split wherein all stockholders of record on August 6, 2010, will receive 1 post-split share of Common Stock for every 20 pre-split shares of Common Stock held,

b) Approved the Certificate of Amendment of the Company’s Certificate of Incorporation to be filed with the Secretary of Stateof the State of Delaware to effect the Reverse Stock Split, and

c) Approved the Certificate of Amendment of the Company’s Certificate of Incorporation to be filed with the Secretary of Stateof the State of Delaware to change the name of the Corporation to “Orpheum Property, Inc.” or a similar name to be determined by the Board of Directors.

All stockholders affected by these changes have been sent a Notice of Stockholder Action by Written Consent via US Mail effective October 22, 2010, and the changes will become effective twenty (20) days later.The current financial statements have incorporated the effect of the reverse stock split in its Balance Sheet presentation as well as the reporting on weighted average shares presentations.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Change in Business Emphasis

On June 28, 2010, we acquired 129 University Place LLC, which owns the Orpheum Theater located in the New Orleans central business district. The purchase price was 42,260 shares of Series B Preferred Stock. The Series B Preferred stock is convertible into 84,520,000 (pre-split) shares of common stock. We obtained 100% ownership and voting interest in 129 University Place LLC, and the Orpheum Theater is the sole asset of 129 University Place LLC. The Orpheum Theater is listed in the National Register of Historic Places. Flood damaged in Hurricane Katrina, this historic venue will be refurbished by the Company's subsidiary, 129 University Place LLC.

129 University Place LLC had recently purchased the Orpheum Theatre with the assumption of a mortgage lien of $2,698,360 on that same property and a commitment to provide stock valued at $3,474,000 to the prior owners. The stock to be issued was to be from a publicly traded company, which is now identified as ORPHEUM PROPERTY INC The Company has included this asset in its books at its cost basis of $6,172,360. The Company plans to renovate the Theater. ORPHEUM PROPERTIES, INC has changed its name from Pacific Land & Coffee Corporation effective with its October 22, 2010, filing with the SEC.

On June 30, 2010, the Directors developed a strategic plan to dispose of the existing loss making coffee subsidiaries, Coscina Brothers Coffee LLC and Integrated Coffee Technologies Inc and focus on building a quality portfolio of property assets. The plan is to hold these property assets for development and investment purposes with a view to them becoming income producing assets. It was also decided that consideration would be given to the sale of these same assets should it become appropriate and in the best interests of shareholders. The Orpheum Theater was the first property acquisition in line with this strategy. A number of other property acquisitions are currently being reviewed by the Directors for their suitability in

accordance with this strategy.

At the same June 30, 2010 Director’s meeting a cash purchase price of $110,000 was agreed to sell both Coscina Brothers Coffee LLC and Integrated Coffee Technologies Inc to entities controlled by former officers and directors of the company. The purchase price of $110,000 was paid by reducing a cash loan advanced from one of the former directors by $45,000 with the balance of $55,000 to be paid in cash. As of the date of this report, $ 29,500 of the balance has already been paid in cash and the remainder of $25,000 is expected shortly. In accordance with ASC 205-20, the Company has classified all results from operations of its former coffee business into discontinued operations line items within the Company’s statements of operations and statements of cash flow.

While the balance sheet of the company has been considerably improved as a result of the strategic decisions referred to above, the company still has limited working capital and no certain means of access to additional fresh capital. Our activities to date have been limited to the acquisition of the OrpheumTheater, development of a business plan which includes the renovation of the Orpheum and identification of other potential property acquisitions as well as seeking additional capital.

The company will need to obtain suitable financing in order to renovate the Orpheum. While the company has no existing commitments for such financing the Directors believe that the required funds can be obtained from a combination of equity and debt financing as well as possible grants and tax credits available from the State of Louisiana and City of New Orleans in relation to the Orpheum Project. It should also be noted that the company will be required to pay $29,232 as monthly mortgage interest due on the Orpheum Property.

Note 1.

Organization and Summary of Significant Accounting Policies (Continued)

Basis of Presentation (Continued)

The Company is considered a development stage company as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. The Company has at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Income Taxes

The Company applies the provisions of FASB ASC Topic 740, Income Taxes. Topic 740 requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability. Deferred income tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with Accounting Principles Generally Accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share

The Company computes basic loss per common share in accordance with FASB ASC Topic 260-10, Earnings Per Share. Net loss is divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using weighted average number of common shares plus dilutive common shares equivalents outstanding during the period using the treasury stock method. Because the Company incurred losses for the three months ended June 30, 2011 and 2010, the effect of any equivalent shares for each year would be excluded from the loss per share computation since the impact would be antidilutive. There were no common stock equivalents outstanding as June 30, 2011 and 2010.

Revenue Recognition

Revenues of the Company will be recognized as earned in accordance with the nature of the income as it occurs. Anticipated revenues in future periods is expected from event receipts earned at the renovated theater, operating income from commercial properties invested into, and gains from the sale of properties that may be purchased. Revenues will not be recognized until such time as the service has been completed or escrows have closed.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the useful lives of the related assets. Expenditures for maintenance and repairs are charged to expenses as incurred.

Note 1.

Organization and Summary of Significant Accounting Policies (Continued)

Impairment of Long-lived Assets

Long-lived tangible assets, including property, plant and equipment, and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset or asset groups may not be recoverable. The Company evaluates, regularly, whether events and circumstances have occurred that indicate possible impairment and relies on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Recently Issued Accounting Standards

In June 2009, the FASB changed the accounting guidance for the consolidation of variable interest entities. The current quantitative-based risks and rewards calculation for determining which enterprise is the primary beneficiary of the variable interest entity will be replaced with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. The new guidance became effective for the Company on April 1, 2010 with no impact on its financial statements.

In June 2009, the FASB changed the accounting guidance for transfers of financial assets. The new guidance increases the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its statement of financial condition, financial performance and cash flows; and a continuing interest in transferred financial assets. In addition, the guidance amends various concepts associated with the accounting for transfers and servicing of financial assets and extinguishments of liabilities including removing the concept of qualified special purpose entities. This new guidance was adopted by the Company on April 1, 2010 with no impact on its financial statements.

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures” (Topic 820) that requires new disclosures related to fair value measurements and clarifies existing disclosure requirements about the level of disaggregation, inputs and valuation techniques. Specifically, reporting entities now must disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. In addition, in the reconciliation for Level 3 fair value measurements, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities for disclosure of fair value measurement, considering the level of disaggregated information required by other applicable U.S. GAAP guidance and should also provide disclosures about the valuation techniques and inputs used to measure fair value for each class of assets and liabilities. The guidance was effective for financial statements issued for periods ending after December 15, 2009, except for disclosures about purchases, sales, issuances and settlements in reconciliation for Level 3 fair value measurements, which was effective for fiscal years beginning after December 15, 2010. The adoption of this guidance affects only the disclosure requirements and had no impact on the Company’s statements of operations and condition.

Note 1.

Organization and Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Standards (Continued)

In December 2010, the FASB issued authoritative guidance that modified Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist such as if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This new authoritative guidance was effective April 1, 2011 and did not have any impact on the Company’s financial statements.

In April 2011, the FASB issued ASU 2011-02, which amends the guidance for evaluating whether the restructuring of a receivable by a creditor is a troubled debt restructuring (TDR). In evaluating whether a restructuring constitutes a TDR both for purposes of recording an impairment loss and for disclosure purposes, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the annual period of adoption. However, an entity should apply prospectively changes in the method used to calculate impairment. At the same time a public entity adopts ASU 2011-02, it is required to disclose the activity based information that was previously deferred by ASU No. 2011-01. The adoption of this ASU is not expected to have a material impact on Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. The ASU contains guidance on the application of the highest and best use and valuation premise concepts, the measurement of fair values of instruments classified in shareholders’ equity, the measurement of fair values of financial instruments that are managed within a portfolio, and the application of premiums and discounts in a fair value measurement. It also requires additional disclosures about fair value measurements, including information about the unobservable inputs used in fair value measurements within Level 3 of the fair value hierarchy, the sensitivity of recurring fair value measurements within Level 3 to changes in unobservable inputs and the interrelationships between those inputs, and the categorization by level of the fair value hierarchy for items that are not measured at fair value but for which the fair value is required to be disclosed. These amendments are to be applied prospectively for interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant effect on the Company’s financial statements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”. The ASU increases the prominence of other comprehensive income in financial statements by requiring comprehensive income to be reported in either a single statement or in two consecutive statements which report both net income and other comprehensive income. It eliminates the option to report other comprehensive income and its components in the statement of changes in equity. The ASU is effective for periods beginning after December 15, 2011 and requires retrospective application. The ASU does not change the components of other comprehensive income, the timing of items reclassified to net income, or the net income basis for income per share calculations. As this ASU is disclosure related only, the adoption of this ASU will not impact reported financial position or results of operations.

Note 1.

Organization and Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Standards (Continued)

In September 2011, the FASB amended guidance pertaining to goodwill impairment testing. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective January 1, 2012 with no significant impact expected on the Company’s financial statements.

In December 2011, the FASB issued guidance which relates to deconsolidation events. Under this amendment, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of the default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20, Property, Plant and Equipment - Real Estate Sales, to determine whether it should derecognize the in substance real estate. This guidance is effective for the fiscal year ending December 31, 2013 and is not expected to have a significant impact on the Company’s financial statements.

In December 2011, The FASB issued authoritative guidance to provide enhanced disclosures in the financial statements about offsetting and netting arrangements. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. This guidance was issued to facilitate comparison between financial statements prepared on a U.S. GAAP and IFRS reporting. The new guidance will be effective January 1, 2013 and is not expected to have a significant impact on the Company’s financial statements.

Note 2.

Going Concern

The Company has limited operating capital with limited revenue from operations. Realization of a major portion of the assets is dependent upon the Company’s ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The Company is developing its operations from renovated theater property and from purchase/development of other commercial properties. The Company is planning on obtaining additional funds through equity financing. Should the Company fail to acquire these funds, expanding operations will be limited. Management has agreed to advance additional funds to cover the Company’s current operations. If the Company is unsuccessful in these efforts and cannot attain sufficient cash flows to permit profitable operations or if it cannot obtain a source of funding or investment, it may substantially curtail or terminate its operations.

Note 3.

Investment in Property

On June 10, 2011, the Company purchased undeveloped property in Arkansas for $20,000 and is obligated to issue stock as payment. As the stock was not issued as of June 30, 2011, Stock to be Issued has been credited in the amount of $20,000 until the determination of quantity and price is formalized.

Note 4.

Demand Note Payable

The mortgage on the Orpheum property which bears an interest rate of 13% per annum accrued monthly based on a 360 day per year calculation. The principal is due on demand. The principal balance at June 30, 2011, was $2,698,360.

At the time of the Company’s acquisition the note had accrued interest of $33,130. Accrued interest balances were $386,840 and $36,053 at June 30, 2011 and 2010, respectively.

The demand note consists of debentures that are held by numerous individuals. In February, 2011, some of the debenture holders filed a lawsuit against the owners of the Orpheum Theater prior to its transfer to 129 University Place and against 129 University Place demanding either payment or release of the property. Terms of the agreement require that the Company participate in an arbitration process first. The Company is currently working with legal counsel, lending sources, and the debenture holders to provide for a quick settlement of their claims and satisfaction of their complaint.

Note 5.

Related Party Transactions

During the three months ended June 30, 2011, the Company received cash contributions of $105,771 (net) from a related party in which our Chairman, Andrew Reid, is a principal shareholder.

Note 6.

Discontinued Operations

In accordance with ASC 205-20, the Company has classified all results from operations of its former business of coffee research into discontinued operations line items within the Company's statements of operations and statements of cash flow. These are reflected in the presentation of information for the three months ended June 30, 2010 and for the period of inception (February 14, 2003) through June 30, 2011.

Note 7.

Issuance of Preferred Stock

On June 6, 2011, the Company issued 40,000 shares of a series of its Preferred Stock with a $5.00 face value per share as compensation to a consultant that was owed $200,000.

Note 8.

Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the in the financial statements. The effect of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the financial statements as of June 30, 2011. In preparing these financial statements, the Company evaluated the events and transactions that occurred through the date these financial statements were issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Forward looking information

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

Forward looking information

Our future operating results are subject to many factors, including:

	Our ability to raise finance to renovate the Orpheum and pay the monthly mortgage interest due on the property;

	Our ability to restore the Orpheum and successfully reopen it as an entertainment venue

	Our ability to identify, close and finance other suitable property acquisitions

	Our ability to identify and manage suitable contactors and specialist advisers to assist in the development of our property portfolio

	The general economic climate as well as that specific to the New Orleans region and property in particular

 Other risks currently unknown but which could arise in the future In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "predict," "potential," "continue," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and similar expressions (or the negative of such expressions). Any or all of our forward looking statements in this annual report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this report.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "predict," "potential," "continue," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and similar expressions (or the negative of such expressions). Any or all of our forward looking statements in this report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this report.

Change in Business Emphasis

On June 28, 2010, we acquired 129 University Place LLC, which owns the Orpheum Theater located in the New Orleans central business district. The purchase price was 42,260 shares of Series B Preferred Stock. The Series B Preferred stock was convertible into 84,520,000 (pre-split) shares of common stock. We obtained 100% ownership and voting interest in 129 University Place LLC, and the Orpheum Theater is the sole asset of 129 University Place LLC. The Orpheum Theater is listed in the National Register of Historic Places. The Company intends to refurbish this historic venue to repair damage caused by Hurricane Katrina.

129 University Place LLC had recently purchased the Orpheum Theatre with the assumption of a mortgage lien of $2,698,360 on that same property and a commitment to provide stock valued at $3,474,000 to the prior owners. The stock to be issued was to be from a publicly traded company, which is now identified as Orpheum Property Inc. The Company has included this asset in its books at its cost basis of $6,172,360. The Company plans to renovate the Orpheum Theater. On October 22, 2010, the Company changed its name from Pacific Land & Coffee Corporation.

On June 30, 2010, the Company developed a strategic plan to dispose of its existing loss making coffee subsidiaries, Coscina Brothers Coffee, LLC and Integrated Coffee Technologies Inc., and focus on building a quality portfolio of property assets. The plan is to hold these property assets for development and investment purposes with a view to them becoming income producing assets. It was also decided that consideration would be given to the sale of these same assets should it become appropriate and in the best interests of shareholders. The Orpheum Theater was the first property acquisition in line with this strategy. A number of other property acquisitions are currently being reviewed by the Directors for their suitability in accordance with this strategy.

On June 30, 2010, the Company sold Coscina Brothers Coffee, LLC and Integrated Coffee Technologies Inc. to entities controlled by former officers and directors of the Company. In accordance with ASC 205-20, the Company has classified all results from operations of its former coffee business into discontinued operations line items within the Company’s statements of operations and statements of cash flow.

While the Company’s balance sheet has been considerably improved as a result of the strategic decisions referred to above, the company still has limited working capital and no certain means of access to additional fresh capital. Our activities to date have been limited to the acquisition of the Orpheum Theater, development of a business plan which includes the renovation of the Orpheum and identification of other potential property acquisitions as well as seeking additional capital.

The Company will need to obtain suitable financing in order to renovate the Orpheum Theater. While the Company has no existing commitments for such financing the Directors believe that the required funds can be obtained from a combination of equity and debt financing as well as possible grants and tax credits available from the State of Louisiana and City of New Orleans in relation to the Orpheum Theater. The Company is currently accruing $29,232 as monthly mortgage interest due on the Orpheum Property.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies that we follow conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.

that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies that we follow conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements. 14

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

Revenue Recognition

The Company recognizes revenues in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) number 104, Revenue Recognition. SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions.

8RESULTS OF OPERATIONS

We incurred a net loss of $ 379,761 for the three months ended June 30, 2011, and had a working capital deficit of $ 7,495 as of June 30, 2011. We do not anticipate having positive net income in the immediate future. Net cash used by operations for the three months ended June 30, 2011 was $37,810. These conditions create an uncertainty as to our ability to continue as a going concern.

Results of Operations for the three months ended June 30, 2011 compared to the three months ended June 30, 2010

General & Administrative Expenses

General and Administrative Expenses increased in the three months ended June 30, 2011, as compared to the three months ended June 30, 2010 from $5,222 to $292,064. The majority of the increase was due to consulting expenses incurred in 2011.

Loss from Operations

The increase in our operating loss for the three months ended June 30, 2011, as compared to the period ended June 30, 2010 from $5,222 to $292,064 is due to the increase in general and administrative expenses described above.

Interest Expense

We incurred interest expense of $87,697 during the three months ended June 30, 2011 as compared to $1,780 for the three months ended June 30, 2012. The increase in interest expense is due to the accrual of the debenture interest in 2011 for a full quarter, yet only for 3 days during the three months ended June 30, 2010.

Net Income (Loss)

We recognized a net loss from continuing operations of $379,761 for the three months ended June 30, 2011 as compared to a loss of $7,002 for the same period of 2010. The change in net loss is primarily attributable to the changes in operating loss and interest expense described above.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2011, the Company had a bank overdraft of $7,495. While the overdraft was cleared within days, the Company funds its expenditures from loans or cash contributions from a related party that controls a significant portion of the stock of the Company. The Company will be seeking outside funding for some projects while attracting investors to purchase equity interests in order to maintain operations for the foreseeable future.

There is no guarantee that we can continue to raise the capital required to continue the Orpheum Theater refurbishment, maintain our current asset holdings, or continue with our asset expansions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4T4. CONTROLS AND PROCEDURES. DISCLOSURE ~~DESCLOSURE~~ CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company's principal executive officer and its principal financial officer, ~~based~~carried onout ~~their~~an evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of ~~December~~June 3130, ~~2010~~2011. As ,a ~~Based~~result onof this evaluation, ~~our~~they ~~principal~~concluded ~~executive~~that ~~officer~~our ~~and~~disclosure ~~principal~~controls ~~financial~~and ~~officer~~procedures ~~concluded~~were asnot ofeffective. Specifically, ~~the Evaluation Date that~~ our disclosure controls and procedures were not effective ~~such~~to ~~that~~enable ~~the~~us ~~information relating~~ to ~~the~~accurately ~~Company~~record, ~~including~~process, ~~our~~summarize ~~consolidated~~and ~~subsidiaries,~~report certain information required to be ~~disclosed~~include in ~~our~~the ~~SEC~~Company’s ~~reports~~periodic ~~(i)~~SEC isfilings ~~recorded, processed, summarized and reported~~ within the required time periods, ~~specified in SEC rules~~ and ~~forms~~to ~~and~~accumulate ~~(ii) is accumulated~~ and ~~communicated~~communicate to our management, including ~~our~~the ~~principal~~Chief ~~executive~~Executive ~~officer/principal~~Officer ~~financial~~and ~~officer,~~Chief asFinancial ~~appropriate~~Officer, to allow timely decisions regarding required disclosure. Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

~~Changes~~Our inmanagement, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. ~~There~~A ~~were~~control system, no ~~significant~~matter ~~changes~~how inwell conceived and operated, can provide only reasonable, not absolute, assurance that the ~~Company's~~objectives ~~internal~~of ~~controls~~the orcontrol insystem ~~other~~are ~~factors~~met. Further, the design of a control system must reflect the fact that ~~could~~there ~~significantly~~are ~~affect~~resource constraints and the ~~Company's~~benefits ~~internal~~of controls ~~subsequent~~must be considered relative to their costs. Due to the ~~date~~inherent oflimitations ~~their~~in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in internal controls.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None

ITEM 23. DEFAULTS ~~UNREGISTERED~~UPON ~~SALES~~SENIOR ~~OF EQUITY~~ SECURITIES ~~AND~~- ~~USE OF PROCEEDS~~ None

ITEM 4. MINE SAFETY DISCLOSURES - None

ITEM 35. OTHER ~~DEFAULTS~~INFORMATION ~~UPON~~- ~~SENIOR SECURITIES~~ None

~~None~~ITEM 6. EXHIBITS

ITME 4. REMOVED AND RESERVED

ITME 5. OTHER INFORMATION

None

ITME 6. EXHIBITS

Exhibits

312. ~~Certifications,~~Agreement ~~Andrew~~and ~~Reid~~Plan ~~and~~of ~~Tyrus~~Reorganization C.between ~~Young~~Back Channel Investments, ~~CEO~~Inc. and ~~CFO~~Orpheum ~~respectively~~Property,Inc. (2)

323.1 ~~Certification~~(a) ~~pursuant~~Articles toof 18Incorporation(1) ~~U.S.C.~~(b) ~~Section~~Articles ~~1350~~ of ~~Andrew~~Amendment ~~Reid and Tyrus C. Young~~(2)

93.2 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.

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: February , 2011	By:	/s/ Tyrus C. Young
Date: August 22, 2012	By:	/s/ Tyrus C. Young
		Tyrus C. Young
		Chief Financial Officer (Chief Financial Officer and Accounting Officer and duly authorized Officer)
		Chief Financial Officer
	By:	/s/ Morris Kahn
		Morris Kahn
		Chief Executive Officer

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