UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549







Form 10-K/A

Amendment No. 1 to
Form 10-K



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



For Fiscal Year Ended December 31, 2013



000-53488

Commission file number



PROPELL TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                                       |  | 26-1856569                          
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S. Employer Identification No.)





1701 Commerce Street, Houston, Texas
77002

(Address of principal executive offices)



(713) 227- 0480

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section 12(b)
of the Act:



|Common Stock     |  | None                                       
|---------------- |  | -------------------------------------------
|(Title of Class) |  | (Name of each exchange on which registered)



Securities registered pursuant to Section 12 (g) of the Act:  Common
Stock, $0.001 par value



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes ̈Nox



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.   YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the 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.x



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive
data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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). YesxNo ̈



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. (Check one):



Large
accelerated filer ̈Accelerated filer ̈Non-accelerated filer ̈Smaller reporting companyx



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox





The aggregate market value of the voting and
non-voting stock of the Company held by non-affiliates as of June 28, 2013 was approximately $72,719,849 based on the price
per share of $.63, which is the price at which the common stock was last sold on that date.



The Registrant has 208,035,472 shares of common stock outstanding
as of March 30, 2014.



Documents incorporated by reference: None













Explanatory Note:

This Form 10-K/A is being filed to correct the calculation of
the aggregate market value of the voting and non-voting stock of the Company held by non-affiliates This amendment does not amend
any other information previously filed in the Company’s 10-K for the year ended December 31, 2013. All references to the
Company’s 10-K refer to the Company’s 10-K, as amended by this 10-K/A.





















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.



PROPELL TECHNOLOGIES GROUP, INC.



|By:                                | /s/ John Huemoeller II | 
|---------------------------------- | ---------------------- | 
|John Huemoeller II                 |                       
|President, Chief Executive Officer |                       
|and Chief Financial Officer        |                       
|(Principal Executive Officer and   |                       
|Principal Financial Officer)       |                       



Date: May 30, 2014



Pursuant to the requirements of the Securities
Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.





|Date:  May 30, 2014 |  | By:                                                                                                                                                      | /s/ John Huemoeller II | 
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | 
|                    |  | John Huemoeller IIPresident, Chief Executive Officerand Chief Financial Officer andDirector(Principal Executive Officer andPrincipal Accounting Officer)
|                    |  |                                                                                                                                                         
|                    |  |                                                                                                                                                         
|Date: May 30, 2014  |  | By:                                                                                                                                                      | /s/ Mark Kalow         | 
|                    |  | Mark KalowDirector                                                                                                                                      
|                    |  |                                                                                                                                                         
|                    |  |                                                                                                                                                         
|Date: May 30, 2014  |  | By:                                                                                                                                                      | /s/ James Fuller       | 
|                    |  | James FullerDirector                                                                                                                                    
|                    |  |                                                                                                                                                         
|                    |  |                                                                                                                                                         
|Date: May 30, 2014  |  | By:                                                                                                                                                      | /s/ John Zotos         | 
|                    |  | John Zotos                                                                                                                                               |                       
|                    |  | Director                                                                                                                                                 |                       
|                    |  |                                                                                                                                                          |                        | 
|                    |  |                                                                                                                                                          |                        | 
|Date: May 30, 2014  |  | By:                                                                                                                                                      | /s/ Dan Steffens       | 
|                    |  | Dan Steffens                                                                                                                                             |                       
|                    |  | Director                                                                                                                                                 |