UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 10–K/A

(Amendment No. 1)



|(Mark One) |                                                                                     
|---------- | ------------------------------------------------------------------------------------
|☒          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2012

OR



| | 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: 333-173048

PLYMOUTH
OPPORTUNITY REIT, INC.

(Exact name of registrant as specified
in its charter)

|Maryland                                                       | 27-5466153                               
|-------------------------------------------------------------- | -----------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)     
|                                                               |                                          
|Two Liberty Square, 10th Floor, Boston, MA 02109               | (617) 340-3814                           
|(Address of principal executive offices)                       | (Registrant’s telephone number)          
|                                                               |                                          
|Securities registered pursuant to Section 12(b) of the Act:   
|                                                               |                                          
|Title of Each Class                                            | Name of Each Exchange on Which Registered
|None                                                           | None                                     
|                                                               |                                          
|Securities registered pursuant to Section 12(g) of the Act:   
|Common Stock, par value $.01 per share                        



Indicate by check mark whether the Registrant is a well-known
seasoned issuer (as defined in Rule 405 of the Securities Act). YES _ NO ü

Indicate by check mark whether the Registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES _ NO ü

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 ü NO _

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 (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 üNO
_

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 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 ü_
|-------------------------- | --------------------- | ------------------------- | ----------------------------



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



There is no established market for the Registrant’s shares
of common stock. The Registrant is currently conducting the ongoing initial public offering of its shares of common stock pursuant
to a Registration Statement on Form S-11, which shares are being offered at $10.00 per share, with discounts available for certain
categories of purchasers. There were 356,473 shares of common stock held by non-affiliates at December 31, 2012, the last business
day of the registrant’s most recently completed second fiscal year.



As of April 15, 2013, there were 413,006 outstanding shares of common
stock of Plymouth Opportunity REIT, Inc.



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EXPLANATORY NOTE

Plymouth Opportunity
REIT, Inc. (the “Company”) is filing this Amendment No. 1 t its Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, which was originally filed on April 15, 2013 (the “Original Filing”), in order to correct inadvertent
errors in Exhibits 31.1 and 31.2 to the Original Filing. The amended Exhibits 31.1 and 31.2 correctly reflect the disclosure required
to be contained therein pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. No other information
in the Original Filing is amended hereby.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b) Exhibits

|Exhibit No. |  | Description                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Pre-effective Amendment No. 6 to our Registration Statement on Form S-11 (333-173048), filed on October 27, 2011      
|3.2         |  | Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to Pre-effective Amendment No. 6 to our Registration Statement on Form S-11 (333-173048), filed on October 27, 2011          
|4.1         |  | Agreement of Limited Partnership, incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                 
|4.2         |  | Share Redemption Program, incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-11 (333-173048), filed on March 24, 2001                                                               
|10.1        |  | Dealer-Manager Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                        
|10.2        |  | Advisory Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                              
|10.3        |  | Sub-Advisory Agreement with Haley Real Estate Group, LLC, incorporated by reference to Exhibit 10.2 to Pre-effective Amendment No. 4 to our Registration on Form S-11 (333-173048), filed on August 8, 2011       
|10.4        |  | Sub-Advisory Agreement with Oxford Capital Group, LLC, incorporated by reference to Exhibit 10.3 to Pre-effective Amendment No. 4 to our Registration Statement on Form S-11 (333-173048), filed on August 8, 2011
|21.1        |  | List of Subsidiaries, incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                            
|31.1*       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|31.2*       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                  
|32.2        |  | Certification Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                     
|101.INS     |  | XBRL Instance                                                                                                                                                                                                     
|101.XSD     |  | XBRL Schema                                                                                                                                                                                                       
|101.CAL     |  | XBRL Calculation                                                                                                                                                                                                  
|101.DEF     |  | XBRL Definition                                                                                                                                                                                                   
|101.LAB     |  | XBRL Label                                                                                                                                                                                                        
|101.PRE     |  | XBRL Presentation                                                                                                                                                                                                 

___________________

* Filed herewith

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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 our behalf by the
undersigned, hereunto duly authorized.

PLYMOUTH OPPORTUNITY REIT, INC.



By: /s/ Jeffrey E. Witherell

Jeffrey E. Witherell,

Chief Executive Officer

Dated April 29, 2013



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EXHIBITS



|Exhibit No. |  | Description                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Pre-effective Amendment No. 6 to our Registration Statement on Form S-11 (333-173048), filed on October 27, 2011      
|3.2         |  | Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to Pre-effective Amendment No. 6 to our Registration Statement on Form S-11 (333-173048), filed on October 27, 2011          
|4.1         |  | Agreement of Limited Partnership, incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                 
|4.2         |  | Share Redemption Program, incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-11 (333-173048), filed on March 24, 2001                                                               
|10.1        |  | Dealer-Manager Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                        
|10.2        |  | Advisory Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                              
|10.3        |  | Sub-Advisory Agreement with Haley Real Estate Group, LLC, incorporated by reference to Exhibit 10.2 to Pre-effective Amendment No. 4 to our Registration on Form S-11 (333-173048), filed on August 8, 2011       
|10.4        |  | Sub-Advisory Agreement with Oxford Capital Group, LLC, incorporated by reference to Exhibit 10.3 to Pre-effective Amendment No. 4 to our Registration Statement on Form S-11 (333-173048), filed on August 8, 2011
|21.1        |  | List of Subsidiaries, incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 28, 2012                            
|31.1*       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|31.2*       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                  
|32.2        |  | Certification Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                     
|101.INS     |  | XBRL Instance                                                                                                                                                                                                     
|101.XSD     |  | XBRL Schema                                                                                                                                                                                                       
|101.CAL     |  | XBRL Calculation                                                                                                                                                                                                  
|101.DEF     |  | XBRL Definition                                                                                                                                                                                                   
|101.LAB     |  | XBRL Label                                                                                                                                                                                                        
|101.PRE     |  | XBRL Presentation                                                                                                                                                                                                 

_________________

* Filed herewith





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