UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2013

PLYMOUTH OPPORTUNITY REIT, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 333-173048

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Item 2.01 Completion of Acquisition or Disposition of Assets

On October 1, 2013 and November 15, 2013, Plymouth Opportunity REIT, Inc. (the "Company") through its operating partnership, Plymouth Opportunity OP LP, completed investments in TCG 5400 FIB LP ("5400 FIB"), which owns a recently acquired warehouse facility (the “Property”) in Atlanta, Georgia containing 682,750 rentable square feet of space. The purchase price of the Property was $21.9 million which included $15.0 million of secured debt. At the time of each of the Company’s investments, the Property was 100% leased. The Company funded its investments in 5400 FIB with $3.9 million of proceeds from its initial public offering.

Item 9.01 Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements 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 and Chairman of the Board of Directors

Dated: December 16, 2013

Index to Financial Statements

Independent Auditors’ Report

The Board of Directors and Stockholders

Plymouth Opportunity REIT, Inc.

Boston, Massachusetts

We have audited the accompanying statements of revenue over certain operating expenses (the "Statements") of the property known as TCG 5400 FIB LP (the “Property”) for the period January 1, 2013 to September 30, 2013, and for the year ended December 31, 2012, and the related notes.

Management’s Responsibility for the Statements

Management is responsible for the preparation and fair presentation of the Statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

The accompanying Statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K of Plymouth Opportunity REIT, Inc.) as described in Note 2 to the Statements and are not intended to be a complete presentation of the Property’s revenue and expenses.

Opinion

In our opinion, the Statements of the Property referred to above present fairly, in all material respects, the revenue over certain operating expenses described in Note 2 to the Statements of the Property for the period January 1, 2013 to September 30, 2013, and for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Needham, Massachusetts

December 4, 2013

5400 Fulton Industrial Boulevard

Statements of Revenue over Certain Operating Expenses

For the Period January 1, 2013 to September 30, 2013 and

For the Year Ended December 31, 2012

5400 Fulton Industrial Boulevard

Notes to the Statements of

Revenue over Certain Operating Expenses

For the Period January 1, 2013 to September 30, 2013

And for the Year Ended December 31, 2012

The accompanying statements of revenue over certain operating expenses (the “Statements”) of 5400 Fulton Industrial Boulevard (“5400 FIB”) includes the operations of a fully-constructed industrial warehouse facility located in Atlanta, Georgia (the “Property”) containing approximately 682,750 rentable square feet of space. On September 10, 2013, the Property was acquired by a limited partnership, which is comprised of high net worth investors and affiliates of its general partner, Trident 5400 FIB Management. Plymouth Opportunity REIT, Inc. (the “Company”) then invested $3,500,000 on October 1, 2013 for a 47% share in the Property. On November 15, 2013, the Property Owner invested an additional $400,000 to raise its share to 50.3%.

The Company is not aware of any material factors relating to the Property, other than those described in the statements of revenue and certain expenses, that would cause the reported financial information not to be necessarily indicative of future operating results.

Basis of Accounting

The accompanying Statements have been prepared on the accrual basis of accounting. The Statements have been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for real estate properties acquired or to be acquired. Accordingly, these Statements exclude certain historical expenses not comparable to the operations of the Property after acquisition such as amortization, depreciation, interest, corporate expenses and certain other costs not directly related to future operations of the Property. Therefore, the amounts reported in the Statements may not be comparable to the results of operations reported for the future operations of the Property. Except for this factor, the Property Owner is not aware of any material factors during the year ended December 31, 2012, or the period January 1, 2013 to September 30, 2013, that would cause the reported financial information not to be indicative of future operating results.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could differ from these estimates.

Revenue Recognition

Rental income includes income from leases, certain reimbursable expenses, and straight-line rent adjustments associated with renting the property. Rental income from the leases, which includes rent concessions and scheduled increases in rental rates during the lease terms, is recognized on a straight-line basis. Reimbursable costs are included in rental income in the period earned.

5400 Fulton Industrial Boulevard
Notes to the Statements of
Revenue over Certain Operating Expenses
For the Period January 1, 2013 to September 30, 2013
And for the Year Ended December 31, 2012 (continued)

Revenue Recognition (continued)

A summary of rental income is shown in the following table:

Subsequent Events

The Company has evaluated all subsequent events through December 4, 2013, the date the statements were available to be issued.

Minimum future rentals due under non-cancelable operating leases are as follows:

In addition, the lessees are liable for real estate taxes and certain operating expenses of the Property.

Accounting fees were paid to an affiliate of 5400 FIB. Amounts paid during the period January 1, 2013 to September 30, 2013 and for the year ended December 31, 2012 were $7,150 and $6,535, respectively.

Insurance payments were made to an affiliate of 5400 FIB. Amounts paid during the period January 1, 2013 to September 30, 2013 and for the year ended December 31, 2012 were $54,275 and $45,495, respectively.

5400 Fulton Industrial Boulevard

Notes to the Statements of

Revenue over Certain Operating Expenses

For the Period January 1, 2013 to September 30, 2013

And for the Year Ended December 31, 2012 (continued)

As of September 30, 2013 and December 31, 2012, two tenants accounted for 98% and 90%, respectively, of rent received by the Property. As such, future recognition is dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

Plymouth Opportunity Reit, Inc.

Pro Forma Consolidated Balance Sheet

September 30, 2013

(unaudited)

The following unaudited pro forma Consolidated Balance Sheet is presented as if the acquisition had occurred on September 30, 2013.

This unaudited pro forma Consolidated Balance Sheet is not necessarily indicative of what the financial position would have been at September 30, 2013, nor does it purport to represent our future financial position. Pro forma adjustments have been made for the significant property that was purchased and financed subsequent to September 30, 2013. The pro forma adjustments were made for TCG 5400 FIB LP (“5400 FIB”).

The Company does not consider any potential property acquisitions to be probable under Rule 3-14 of Regulation S-X.

See accompanying notes to pro forma consolidated balance sheet.

plymouth opportunity reit, inc.

Notes to Pro Forma Consolidated Balance Sheet

September 30, 2013

(unaudited)

plymouth opportunity reit, inc.

Pro Forma Consolidated Statement of Operations

For the nine-months ended September 30, 2013

(unaudited)

The following unaudited pro forma Consolidated Statement of Operations is presented to give effect to the acquisition or financing of the Property indicated in Note (B) of the Notes to the pro forma Consolidated Statement of Operations as though it occurred on January 1, 2013. Pro forma adjustments have been made for significant properties that were purchased subsequent to December 31, 2012. The pro forma adjustments were made for 5400 FIB.

This unaudited pro forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the nine months ended September 30, 2013, nor does it purport to represent our future results of operations.

See accompanying notes to pro forma consolidated statement of operations.

plymouth opportunity reit, inc.

Notes to Pro Forma Consolidated Statement of Operations

For the nine-months ended September 30, 2013

(unaudited)

For the purposes of this pro forma consolidated statement of operations through September 30, 2013, the Company included an adjustment for the noncontrolling share of net income.

plymouth opportunity reit, inc.

Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2012

(unaudited)

The following unaudited pro forma Consolidated Statement of Operations is presented to give effect to the acquisition or financing of the Property indicated in Note (B) of the Notes to the pro forma Consolidated Statement of Operations as though it occurred on January 1, 2012. Pro forma adjustments have been made for significant properties that were purchased subsequent to December 31, 2011. The pro forma adjustments were made for 5400 FIB.

This unaudited pro forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2012, nor does it purport to represent our future results of operations.

See accompanying notes to pro forma consolidated statement of operations.

plymouth opportunity reit, inc.

Notes to Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2012

(unaudited)

For the purposes of this pro forma consolidated statement of operations for the year ended December 31, 2012, the Company included an adjustment for the noncontrolling share of net income.