UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 2

FORM 10-K



|ý |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     |  | 
|- |  | -------------------------------------------------------- |  | 
|  |  | SECURITIES EXCHANGE ACT OF 1934                          |  | 
|  |  |                                                          |  | 
|  |  | For the fiscal year ended October 31, 2013               |  | 
|  |  |                                                          |  | 
|  |  | OR                                                       |  | 
|  |  |                                                          |  | 
|o |  | 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: 000-54288



PRIME GLOBAL CAPITAL GROUP INCORPORATED

(Exact name of registrant
as specified in its charter)



|NEVADA                                                                     |  | 26-4309660         
|-------------------------------------------------------------------------- |  | -------------------
|(State or other jurisdiction of                                            |  | (I.R.S. Employer   
|incorporation or organization)                                             |  | Identification No.)
|                                                                           |  |                    
|11-2, Jalan 26/70A, Desa Sri Hartamas
        50480 Kuala Lumpur, Malaysia |  | N/A                
|(Address of principal executive offices)                                   |  | (Zip Code)         



Registrant’s telephone number, including
area code: +603 6201 3198



Securities registered pursuant to Section 12(b)
of the Act: None

Securities registered pursuant to Section 12(g)
of the Act: Common Stock



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes
o	No x



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     Yes
o	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
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 during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).     Yes x	No
o



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 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. S



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 x                                               | Accelerated filer  o        
|----------------------------------------------------------------------- | ----------------------------
|Non-accelerated filer  o  (Do not check if a smaller reporting company) | Smaller reporting company  o



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes o	No
x



Aggregate market value
of the voting stock held by non-affiliates of the registrant as of April 30, 2012, based upon the closing sale price reported by
the Over-the-Counter Bulletin Board on that date: $608,895,284



Indicate the number of
shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



|Common Stock                            |  | Outstanding at December 23, 2013
|--------------------------------------- |  | --------------------------------
|Common Stock, $.001 par value per share |  | 512,682,393 shares              



DOCUMENTS INCORPORATED BY REFERENCE: None









EXPLANATORY NOTE



This Amendment No. 2 to
Form 10-K amends our Annual Report on Form 10-K for the period ended October 31, 2013, filed with the Securities and Exchange Commission
on December 23, 2013, as amended by that Amendment No. 1 to Form 10-K for the same period filed with the Securities and Exchange
Commission on December 30, 2013. This Amendment No. 2 to Form 10-K is being filed to include the Report of Independent Registered
Public Accounting Firm issued by Borgers & Cutler CPA’s PLLC for the fiscal year ended October 31, 2011 which was inadvertently
excluded and to revise our disclosure in the subsection entitled “Properties, plant and equipment” located in the “Critical
Accounting Policies and Estimates” section of the Management’s Discussion and Analysis portion of this report and Note
3 to the financial statements. We have restated the entire subsection entitled “Properties, plant and equipment” for
ease of review.



Except as described above,
this Amendment No. 2 to Form 10-K does not amend, update or change any other items or disclosures in the original filing and does
not purport to reflect any information or events subsequent to the filing date of the original filing. As such, this amended Form
10-K report speaks only as of the date the original filing was filed, and the Registrant has not undertaken herein to amend, supplement
or update any information contained in the original filing to give effect to any subsequent events. Accordingly, this amended Form
10-K should be read in conjunction with the Registrant’s filings made with the Securities and Exchange Commission subsequent
to the filing of the original filing, including any amendment to those filings.





PART II



ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



Critical Accounting Policies and Estimates





| | l | Properties, plant and equipment
| | - | -------------------------------



Properties and plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational:



|Categories                                                                |  | Location of properties                                                                                                                               |  | Expected useful life                                
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|Freehold plantation land                                                  |  | Palm oil plantation in Malaysia                                                                                                                      |  | Indefinite, as per land titles                      
|Leasehold land under development                                          |  | Leasehold land in Puncak Alam, Malaysia                                                                                                              |  | Remaining lease life of 88 years, as per land titles
|Freehold land under development                                           |  | Freehold land in Sungai Long, Cheras, Selangor, Malaysia                                                                                             |  | Indefinite, as per land titles                      
|Freehold land and land improvement for rental purpose commercial building |  | Land portion of 15 story buildings “Menara CMY” in Kuala Lumpar, Malaysia                                                                            |  | Indefinite, as per property titles                  
|Building structure and improvements                                       |  | Building structure of commercial buildings in Kuala Lumpar, Malaysia, including: 12 story building “Megan Avenue” and 15 story building “Menara CMY” |  | 33 years                                            
|Office furniture and equipment                                            |  |                                                                                                                                                      |  | 3-10 years                                          
|Motor vehicle                                                             |  |                                                                                                                                                      |  | 5 years                                             



Expenditure for maintenance and repairs is
expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales
proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.



Long-lived assets primarily include freehold
plantation land, leasehold land held for development, freehold land and land improvement for rental purpose and building structure
and improvements. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”,
the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each
year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The
recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net
cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying
amount of the asset. There has been no impairment charge for the years presented.



2









The Company has separately identified the portion
of freehold land and building structure, in which freehold land is not subject to amortization and buildings are to be amortized
over 33 years on a straight-line method, based on applicable local laws and practice.



Policy for Capitalizing Development Cost



The cost of buildings and improvements includes
the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial
leasing and constructing a property are capitalized and classified as Real Estate in the consolidated balance sheets. Capitalized
development costs include interest, and other direct project costs incurred during the period of development. As of October 31,
2013, there was no such capitalized interest.



A variety of costs are incurred in the acquisition,
development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component
of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease
involves a degree of judgment. The Company adopts the capitalization policy on development properties, which is guided by ASC Topic
835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”.
The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction
costs essential to the development of the property, development costs, construction costs, interest costs, salaries and related
costs and other costs incurred during the period of development. The Company considers a construction project as substantially
completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation
of major construction activity. The Company ceases capitalization on the portion (1) substantially completed and (2) occupied or
held available for occupancy, and we capitalize only those costs associated with the portion under construction.



The Company capitalizes leasing costs which
include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal
costs that may be applicable. The Company allocates these costs to individual tenant leases and amortizes them over the related
lease term.





3







ITEM 8.   Financial
Statements and Supplementary Data.



Separate Report on the Audit of Internal
Control



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Board of Directors and Stockholders of Prime Global Capital
Group Incorporated:



We have audited Prime Global Capital Group
Incorporated’s internal control over financial reporting as of October 31, 2011, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Prime
Global Capital Group Incorporated’s management is responsible for maintaining effective internal control over financial reporting.
Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



A material weakness is a control deficiency,
or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis. The following material weakness has been identified and included in management’s assessment. The Company had not effectively
implemented comprehensive entity-level internal controls and had not completed the documentation or testing of these controls at
year end.



This material weakness was considered in determining
the nature, timing, and extent of audit tests applied in our audit of the 2011 financial statements, and this report does not affect
our report dated January 17, 2012 on those financial statements.



In our opinion, because of the effect of the
material weakness described above on the achievement of the objectives of the control criteria, Prime Global Capital Group Incorporated’s
has not maintained effective internal control over financial reporting as of October 31, 2011, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



We have also audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet and the related statement
of income, stockholder equity and comprehensive income, and cash flows of Prime Global Capital Group Incorporated, and our report
dated January 17, 2012 expressed a unqualified opinion.



/s/ Borgers & Cutler CPA’s PC

Borgers & Cutler CPA’s PLLC
Denver, CO
January 30, 2012

4









PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars
(“US$”), except for number of shares)





| | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | ------------------------------------------



| | l | Properties, plant and equipment
| | - | -------------------------------



Properties and plant and equipment are stated
at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line
basis over the following expected useful lives from the date on which they become fully operational:



|Categories                                                                |  | Location of properties                                                                                                                               |  | Expected useful life                                
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|Freehold plantation land                                                  |  | Palm oil plantation in Malaysia                                                                                                                      |  | Indefinite, as per land titles                      
|Leasehold land under development                                          |  | Leasehold land in Puncak Alam, Malaysia                                                                                                              |  | Remaining lease life of 88 years, as per land titles
|Freehold land under development                                           |  | Freehold land in Sungai Long, Cheras, Selangor, Malaysia                                                                                             |  | Indefinite, as per land titles                      
|Freehold land and land improvement for rental purpose commercial building |  | Land portion of 15 story buildings “Menara CMY” in Kuala Lumpar, Malaysia                                                                            |  | Indefinite, as per property titles                  
|Building structure and improvements                                       |  | Building structure of commercial buildings in Kuala Lumpar, Malaysia, including: 12 story building “Megan Avenue” and 15 story building “Menara CMY” |  | 33 years                                            
|Office furniture and equipment                                            |  |                                                                                                                                                      |  | 3-10 years                                          
|Motor vehicle                                                             |  |                                                                                                                                                      |  | 5 years                                             



Expenditure for maintenance and repairs is
expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales
proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.



Long-lived assets primarily include freehold
plantation land, leasehold land held for development, freehold land and land improvement for rental purpose and building structure
and improvements. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”,
the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each
year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The
recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net
cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying
amount of the asset. There has been no impairment charge for the years presented.



The Company has separately identified the portion
of freehold land and building structure, in which freehold land is not subject to amortization and buildings are to be amortized
over 33 years on a straight-line method, based on applicable local laws and practice.



Policy for Capitalizing Development Cost



The cost of buildings and improvements includes
the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial
leasing and constructing a property are capitalized and classified as Real Estate in the consolidated balance sheets. Capitalized
development costs include interest, and other direct project costs incurred during the period of development. As of October 31,
2013, there was no such capitalized interest.



A variety of costs are incurred in the acquisition,
development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component
of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease
involves a degree of judgment. The Company adopts the capitalization policy on development properties, which is guided by ASC Topic
835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”.
The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction
costs essential to the development of the property, development costs, construction costs, interest costs, salaries and related
costs and other costs incurred during the period of development. The Company considers a construction project as substantially
completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation
of major construction activity. The Company ceases capitalization on the portion (1) substantially completed and (2) occupied or
held available for occupancy, and we capitalize only those costs associated with the portion under construction.

The Company capitalizes leasing costs which
include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal
costs that may be applicable. The Company allocates these costs to individual tenant leases and amortizes them over the related
lease term.





5









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
thereunto duly authorized.



| | Prime Global Capital Group Incorporated
| | ---------------------------------------
| | (Registrant)                           
| |                                        
| | By:                                    
| |                                        
| |                                        
| |                                        
| | Dated:                                 



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



|Signature                                                             |  | Title                                                                                                       |  | Date              
|--------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | ------------------
|                                                                      |  |                                                                                                             |  |                   
|/s/ Weng Kung Wong                                                    |  | Chief Executive Officer                                                                                     |  |                   
|Weng Kung Wong                                                        |  | and Director                                                                                                |  | September 24, 2014
|                                                                      |  | (Principal Executive Officer)                                                                               |  |                   
|                                                                      |  |                                                                                                             |  |                   
|/s/ Liong Tat Teh
        Liong Tat Teh                               |  | Chief Financial Officer and Director
        (Principal Financial Officer and Principal Accounting Officer) |  | September 24, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Dato’ Amiruddin Bin Che Embi
        Dato’ Amiruddin Bin Che Embi |  | Director                                                                                                    |  | September 24, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Peijin W. Hoppe
        Peijin W. Harrison                        |  | Director                                                                                                    |  | September 24, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Ham Poh Chai
        Ham Poh Chai                                 |  | Director                                                                                                    |  | September 24, 2014















6