UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC  20549  Amendment No. 2 to Form

10-K/A  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For Fiscal Year Ended December 31, 2010  000-53488 Commission file number  PROPELL CORPORATION (Exact name of registrant as specified in its charter)  Delaware26-1856569(State or other jurisdiction of
incorporation or organization)(I.R.S. Employer Identification No.)  305 San Anselmo Avenue, Suite 300 San Anselmo, CA 94960 (Address of principal executive offices) (415) 747-8775 (Registrants telephone number, including area code)  Securities registered pursuant to Section 12(b) of the Act:  Common StockNone(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 [  ]  No [X]  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 [  ]  No [X]  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 [X]  No [  ]  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).Yes [  ] No [  ]  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 company [X]  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [X]  The aggregate market value of the voting stock of the Company held by non-affiliates as of June 30, 2010 was approximately $5,689,394 based on the price at which the common stock was last sold prior to such date.  The Registrant has 22,757,575 shares of common stock outstanding as of March 30, 2011.   Explanatory Note  The sole purpose of this amendment is to file Exhibits 10.42, 10.43 and 10.44 which were inadvertently not filed with the Amendment 1 of the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2010.  Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, the registrant is including only Item 15 of Part IV below.  Except as described above, this amendment does not amend, update or change the financial statements of the Company or any other items or disclosures contained in the Original 10-K and does not otherwise reflect events occurring after the original filing date of the Original 10-K. Accordingly, this amendment should be read in connection with the Companys filings with the SEC subsequent to the filing of the Amendment 1 of Form 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 CORPORATION  By: /s/ Edward Bernstein Edward Bernstein President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)  Date:

June 29,

 2011 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.