UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K

Amendment No. 1



| |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     |  | 
| |  | -------------------------------------------------------- |  | 
| |  | SECURITIES EXCHANGE ACT OF 1934                          |  | 
| |  |                                                          |  | 
| |  | For the fiscal year ended October
31, 2019               |  | 
| |  |                                                          |  | 
| |  | 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: 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.)
|                                                                                            |  |                    
|E-5-2, Megan Avenue 1, Block E
        Jalan Tun Razak
        50400 Kuala Lumpur, Malaysia |  | N/A                
|(Address of principal executive offices)                                                    |  | (Zip Code)         



Registrant’s telephone number, including
area code: +603 2162 0773



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 ☐ 
No ☒



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 ☐
No ☒



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 ☒ No ☐



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ 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 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. ☒



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☐   | Smaller reporting company ☒
|Emerging growth company☐  |                            



If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



Approximate aggregate
market value of the voting stock held by non-affiliates of the registrant as of April 30, 2018, based upon the closing sale price
reported by the Over-the-Counter Bulletin Board on that date: $45,787,131.



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 January 28, 2020
|--------------------------------------- |  | -------------------------------
|Common Stock, $.001 par value per share |  | 512,682,393 shares             



DOCUMENTS INCORPORATED BY REFERENCE:
None














EXPLANATORY NOTE



This Amendment
No. 1 to the Company’s Form 10-K (the “Amendment”) amends the Annual Report of Prime Global Capital Group Incorporated
on Form 10-K for the fiscal year ended October 31, 2019 (the “Form 10-K”), as filed with the Securities and Exchange
Commission on February 3, 2020, and is being filed solely amend and restate the Report of the Independent Registered Public Accounting
Firm included in Item 8. Financial Statements and Supplementary Data of the Form 10-K. Except as set forth above, no other changes
to Item 8. Financial Statements and Supplementary Data were made.



This Amendment
includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906
of the Sarbanes-Oxley Act of 2002 as exhibits 31.1 and 32. hereto.



Except as expressly
set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item
of the Form 10-K or reflect any events that have occurred after the filing of the original Form 10-K.

















2










ITEM
8.   Financial Statements and Supplementary Data.





PRIME GLOBAL CAPITAL GROUP INCORPORATED



INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS





|                                                             | Page      
|------------------------------------------------------------ | ----------
|                                                             |           
|Report of Independent Registered Public Accounting Firm      | F-1       
|                                                             |           
|Consolidated Balance Sheets                                  | F-2       
|                                                             |           
|Consolidated Statements of Operations and Comprehensive Loss | F-3       
|                                                             |           
|Consolidated Statements of Cash Flows                        | F-4       
|                                                             |           
|Consolidated Statements of Stockholders’ Equity              | F-5       
|                                                             |           
|Notes to Consolidated Financial Statements                   | F-6 - F-32



















3


















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Shareholders and the Board of Directors
of Prime Global Capital Group Incorporated



Opinion on the Financial Statements



We have audited the accompanying consolidated
balance sheets of Prime Global Capital Group Incorporated and its subsidiaries (the “Company”) as of October 31, 2019
and 2018, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity and cash flows
for each of the two years in the period ended October 31, 2019, and the related notes and schedules (collectively referred to
as the “financial statements”).



In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2019 and
2018, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2019, in
conformity with accounting principles generally accepted in the United States of America.



Going concern



The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company reported a net loss of $268,058, a net current asset deficiency with its current liabilities exceeding
its current assets by $1,467,703, an accumulated deficit of $4,545,195 as of October 31, 2019 from recurring net losses, and significant
short term debt maturing in less than one year. All these factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also discussed in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express
no such opinion.



Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.





/s/ ShineWing Australia

ShineWing
Australia

Chartered Accountants



We have served as the Company’s auditor since 2017.



Melbourne, Australia

January 31, 2020









F-1






PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONSOLIDATED BALANCE
SHEETS

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





|                                                                                                           |  | As of October 31, |            
|---------------------------------------------------------------------------------------------------------- |  | ----------------- | -----------
|                                                                                                           |  | 2019              |            
|ASSETS                                                                                                     |  |                   |            
|Current assets:                                                                                            |  |                   |            
|Cash and cash equivalents                                                                                  |  | $                 | 198,113    
|Marketable securities at fair value                                                                        |  |                   | 186,835    
|Rental concession                                                                                          |  |                   | 26,350     
|Accounts receivable, net                                                                                   |  |                   | 12,956     
|Deposits and other receivables                                                                             |  |                   | 110,816    
|Biological Assets                                                                                          |  |                   | 32,504     
|Total current assets                                                                                       |  |                   | 567,574    
|                                                                                                           |  |                   |            
|Rental concession, non-current                                                                             |  |                   | 608,257    
|Construction in progress                                                                                   |  |                   | 424,376    
|Property, plant and equipment, net                                                                         |  |                   | 42,873,074 
|TOTAL ASSETS                                                                                               |  | $                 | 44,473,281 
|                                                                                                           |  |                   |            
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                       |  |                   |            
|Current liabilities:                                                                                       |  |                   |            
|Accounts payable                                                                                           |  | $                 | –          
|Amount due to a related party                                                                              |  |                   | 86,420     
|Rental deposits from tenants                                                                               |  |                   | 417,501    
|Income tax payable                                                                                         |  |                   | 486,550    
|Short-term bank borrowings                                                                                 |  |                   | –          
|Current portion of long-term bank loans                                                                    |  |                   | 717,475    
|Deferred tax liabilities, current                                                                          |  |                   | –          
|Accrued liabilities and other payables                                                                     |  |                   | 327,331    
|Total current liabilities                                                                                  |  |                   | 2,035,277  
|                                                                                                           |  |                   |            
|Long-term liabilities:                                                                                     |  |                   |            
|Long-term bank loans                                                                                       |  |                   | 13,927,022 
|Amount due to a director                                                                                   |  |                   | 1,515,153  
|Deferred tax liabilities                                                                                   |  |                   | 154,253    
|Obligation under finance lease                                                                             |  |                   | –          
|Total liabilities                                                                                          |  |                   | 17,631,705 
|                                                                                                           |  |                   |            
|Commitments and contingencies                                                                              |  |                   |            
|                                                                                                           |  |                   |            
|Total equity:                                                                                              |  |                   |            
|Stockholders’ equity:                                                                                      |  |                   |            
|Preferred stock, $0.001 par value; 100,000,000 shares authorized; no shares issued and outstanding         |  |                   | –          
|Common stock, $0.001 par value; 1,000,000,000 shares authorized; 512,682,393 shares issued and outstanding |  |                   | 512,683    
|Additional paid-in capital                                                                                 |  |                   | 41,934,476 
|Accumulated other comprehensive loss                                                                       |  |                   | (10,812,852
|Accumulated deficit                                                                                        |  |                   | (4,545,195 
|Total stockholders’ equity                                                                                 |  |                   | 27,089,112 
|Non-controlling interests                                                                                  |  |                   | (247,536   
|Total equity                                                                                               |  |                   | 26,841,576 
|TOTAL LIABILITIES AND EQUITY                                                                               |  | $                 | 44,473,281 



See accompanying notes to consolidated financial
statements.









F-2






PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONSOLIDATED STATEMENTS
OF OPERATIONS

AND COMPREHENSIVE LOSS

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





|                                                              |  | Years ended October 31, |            
|------------------------------------------------------------- |  | ----------------------- | -----------
|                                                              |  | 2019                    |            
|Revenues, net:                                                |  |                         |            
|Plantation business                                           |  | $                       | 286,084    
|Rental income                                                 |  |                         | 1,632,055  
|Total revenues, net                                           |  |                         | 1,918,139  
|                                                              |  |                         |            
|Cost of revenues                                              |  |                         | (649,496   
|                                                              |  |                         |            
|Gross profit                                                  |  |                         | 1,268,643  
|                                                              |  |                         |            
|Operating expenses:                                           |  |                         |            
|General and administrative                                    |  |                         | (667,932   
|                                                              |  |                         |            
|Income from operations                                        |  |                         | 600,711    
|                                                              |  |                         |            
|Other income (expense):                                       |  |                         |            
|Gain on disposal of property, plant and equipment             |  |                         | –          
|Forgiveness of debts                                          |  |                         | –          
|Interest expense                                              |  |                         | (723,401   
|Other income                                                  |  |                         | 32,576     
|Impairment loss on fair value-sale securities                 |  |                         | –          
|                                                              |  |                         |            
|Loss before income taxes                                      |  |                         | (90,114    
|                                                              |  |                         |            
|Income tax expense                                            |  |                         | (177,207   
|                                                              |  |                         |            
|NET LOSS                                                      |  | $                       | (267,321   
|                                                              |  |                         |            
|Net loss attributable to non-controlling interests            |  |                         | (737       
|                                                              |  |                         |            
|Net loss attributable to the Company                          |  | $                       | (268,058   
|                                                              |  |                         |            
|Other comprehensive income (loss):                            |  |                         |            
|- Unrealized holding loss on fair value-sale securities       |  |                         | 14,294     
|- Impairment loss on fair value-sale securities               |  |                         | –          
|- Foreign exchange adjustment                                 |  |                         | 49,483     
|                                                              |  |                         |            
|COMPREHENSIVE LOSS                                            |  | $                       | (204,281   
|                                                              |  |                         |            
|Net loss per share – Basic and diluted:                       |  | $                       | *0.00      
|                                                              |  |                         |            
|Weighted average common stock outstanding – Basic and diluted |  |                         | 512,682,393



* Less than $0.01 per share



See accompanying notes to consolidated financial
statements.







F-3






PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Amount expressed in United States Dollars
(“$”))





|                                                                            |  | Years ended October 31, |          
|--------------------------------------------------------------------------- |  | ----------------------- | ---------
|                                                                            |  | 2019                    |          
|Cash flows from operating activities:                                       |  |                         |          
|Net loss                                                                    |  | $                       | (267,321 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                         |          
|Impairment loss on fair value-sale securities                               |  |                         | –        
|Forgiveness of debts                                                        |  |                         | –        
|Depreciation                                                                |  |                         | 481,636  
|Gain on disposal of plant and equipment                                     |  |                         | –        
|Changes in operating assets and liabilities:                                |  |                         |          
|Accounts receivable                                                         |  |                         | 3,069    
|Rental concession                                                           |  |                         | 26,409   
|Deposits and other receivables                                              |  |                         | (84,151  
|Biological Assets                                                           |  |                         | (32,577  
|Accounts payable                                                            |  |                         | (30,920  
|Rental deposits from tenants                                                |  |                         | –        
|Income tax payable                                                          |  |                         | (87,483  
|Accrued liabilities and other payables                                      |  |                         | (3,741   
|Deferred tax assets                                                         |  |                         | –        
|Deferred tax liabilities                                                    |  |                         | (6,095   
|Net cash used in operating activities                                       |  |                         | (1,174   
|                                                                            |  |                         |          
|Cash flows from investing activities:                                       |  |                         |          
|Bearer Plants                                                               |  |                         | (66,793  
|Payment on construction in progress                                         |  |                         | (6,241   
|Purchase of property, plant and equipment                                   |  |                         | (33,515  
|Proceeds from disposal of plant and equipment                               |  |                         | –        
|Net cash used in investing activities                                       |  |                         | (106,549 
|                                                                            |  |                         |          
|Cash flows from financing activities:                                       |  |                         |          
|(Repayment to) / Advances from a director                                   |  |                         | (760,331 
|Proceeds from long-term bank loans                                          |  |                         | 1,174,094
|Repayments on long-term bank loans                                          |  |                         | (612,696 
|Payments on finance lease                                                   |  |                         | –        
|Repayment on revolving line of credit                                       |  |                         | –        
|Net cash provided by financing activities                                   |  |                         | (198,933 
|                                                                            |  |                         |          
|Foreign currency translation adjustment                                     |  |                         | 1,572    
|                                                                            |  |                         |          
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                     |  |                         | (305,084 
|                                                                            |  |                         |          
|CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                |  |                         | 503,197  
|                                                                            |  |                         |          
|CASH AND CASH EQUIVALENTS, END OF YEAR                                      |  | $                       | 198,113  
|                                                                            |  |                         |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                         |          
|Cash paid for income tax                                                    |  | $                       | 365,608  
|Cash paid for interest                                                      |  | $                       | 723,401  



See accompanying notes to consolidated financial
statements.







F-4






PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY

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





|                                                     |  | Common stock |             |  | Additional |  |         | Accumulated other |  |  |            |  |  | Total PGCG  |             |   | Non-          |  |            | Total       | 
|---------------------------------------------------- |  | ------------ | ----------- |  | ---------- |  | ------- | ----------------- |  |  | ---------- |  |  | ----------- | ----------- | - | ------------- |  | ---------- | ----------- | 
|                                                     |  | No. of       |             |  |            |  |         | paid-in           |  |  | income/    |  |  | Accumulated |             |   | stockholders’ |  |            | controlling | 
|                                                     |  | Shares       |             |  | Amount     |  |         | capital           |  |  | (loss)     |  |  | deficit     |             |   | equity        |  |            | interests   | 
|                                                     |  |              |             |  | $          |  |         | $                 |  |  | $          |  |  | $           |             |   | $             |  |            | $           | 
|Balance as of October 31, 2017                       |  |              | 512,682,393 |  |            |  | 512,683 |                   |  |  | 41,934,476 |  |  |             | (11,187,912 | ) |               |  | (3,744,805 | )           | 
|Net loss for the year                                |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | –           |   |               |  | (532,332   | )           | 
|Unrealized loss on available-for-sale
    securities |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | (50,830     | ) |               |  | –          |             | 
|Impairment loss on available-for-sale
    securities |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | 43,530      |   |               |  | –          |             | 
|Foreign
    currency translation adjustment          |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | 318,583     |   |               |  | –          |             | 
|                                                     |  |              |             |  |            |  |         |                   |  |  |            |  |  |             |             |   |               |  |            |             | 
|Balance as of October 31, 2018                       |  |              | 512,682,393 |  |            |  | 512,683 |                   |  |  | 41,934,476 |  |  |             | (10,876,629 | ) |               |  | (4,277,137 | )           | 
|Net loss for the year                                |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | –           |   |               |  | (268,058   | )           | 
|Unrealized loss on available-for-sale
    securities |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | 14,294      |   |               |  | –          |             | 
|Impairment loss on available-for-sale
    securities |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | –           |   |               |  | –          |             | 
|Foreign
    currency translation adjustment          |  |              | –           |  |            |  | –       |                   |  |  | –          |  |  |             | 49,483      |   |               |  | –          |             | 
|                                                     |  |              |             |  |            |  |         |                   |  |  |            |  |  |             |             |   |               |  |            |             | 
|Balance as of October
    31, 2019                   |  |              | 512,682,393 |  |            |  | 512,683 |                   |  |  | 41,934,476 |  |  |             | (10,812,852 | ) |               |  | (4,545,195 | )           | 





See accompanying notes to consolidated financial
statements.









F-5






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|1. | ORGANIZATION AND BUSINESS BACKGROUND
|-- | ------------------------------------



Prime Global Capital Group Incorporated
(formerly Home Touch Holding Company) (“PGCG” or “the Company”) was incorporated in the State of Nevada
on January 26, 2009. On January 25, 2011, the Company changed its name to Prime Global Capital Group Incorporated.



Currently, the Company, through its subsidiaries,
is principally engaged in the operation of a durian plantation, leasing and development of the operation of oil palm and durian
plantation, commercial and residential real estate properties in Malaysia.



Corporate history



On December 6, 2010, the Company acquired
Union Hub Technology Sdn. Bhd. (“UHT”), a company incorporated under the laws of Malaysia, through a share exchange
transaction, or the Share Exchange. Pursuant to the Share Exchange, the Company acquired from the UHT shareholders all of the issued
and outstanding shares of UHT in exchange for the issuance of 16,500,000 shares of its common stock. As a result of the Share Exchange,
UHT became a wholly owned subsidiary of the Company.



Concurrently, on December 6, 2010, the
Company entered into and executed an agreement to sell its wholly-owned subsidiary, Home Touch Limited (a corporation organized
under the laws of the Hong Kong Special Administrative Region), to the former founders and directors for $20,000. Upon the completion
of this sale, Mr. Ng and Ms. Yau, the former founders and executive officers, resigned from their positions on the board of directors.



The share exchange transaction has been
accounted for as a reverse acquisition and recapitalization of the Company whereby UHT is deemed to be the accounting acquirer
(legal acquiree) and the Company to be the accounting acquiree (legal acquirer).



On January 25, 2011, the Company changed
its fiscal year from March 31 to October 31 and increased its authorized capital to 1,000,000,000 shares of common stock and 100,000,000
shares of preferred stock.



On January 20, 2014, the Company through
PGCG Assets sold and issued to an unaffiliated third party 200,000 shares of its Common Stock at a price of RM 100 per share, for
aggregate consideration of RM20,000,000, or approximately $6,084,760.  PGCG Assets received net proceeds of approximately
RM20,000,000, or approximately $6,084,760 from the sale of its securities and used the net proceeds for general corporate purposes,
including repayment of the loan made by UHT. Upon the consummation of the foregoing transactions, 90% of the issued and outstanding
securities of PGCG Assets will be owned by UHT and 10% by such unaffiliated third party.  Each sale and issuance was
made pursuant to the terms of a subscription agreement containing terms and conditions that are normal and customary for a transaction
of this type. In October 2014, PGCG Assets issued 48,000,000 shares of its common stock by capitalization of its share premium
account.



On October 31, 2014, the Company through
Virtual Setup Sdn. Bhd., its affiliate, sold and issued to Denvoursuisse Sdn. Bhd. 200,000 shares of its Common Stock at a price
of RM 10 per share, for aggregate consideration of RM 2,000,000, or approximately $611,731. PGCG Assets received net proceeds
of approximately RM2,000,000, from the sale of its securities and used the net proceeds for general corporate purposes, including
repayment of the loan made by UHT. Upon the consummation of the foregoing transactions, 95% of the issued and outstanding securities
of VSSB will be owned by PGCG Plantation and 5% by Denvoursuisse Sdn. Bhd., which also owns 10% of the issued and outstanding
securities of PGCG Assets. The sale and issuance was made pursuant to the terms of a subscription agreement containing terms and
conditions that are normal and customary for a transaction of this type.



In December 2014, the Company discontinued
the software business and concentrated its resource to develop the real estate business.











F-6






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)



Summary of the Company’s subsidiaries



|    |  | Name of entities                                |  | Place of incorporation |  | Date of incorporation |  | Issued capital                                             |  | Nature of business                            
|--- |  | ----------------------------------------------- |  | ---------------------- |  | --------------------- |  | ---------------------------------------------------------- |  | ----------------------------------------------
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|1.  |  | Union Hub Technology Sdn. Bhd. (“UHT”)          |  | Malaysia               |  | February 22, 2008     |  | 100,000,000 issued shares of ordinary shares of MYR 1 each |  | Provision corporate service to group companies
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|2.  |  | Virtual Setup Sdn. Bhd. (“VSSB”)                |  | Malaysia               |  | July 19, 2010         |  | 4,000,000 issued shares of ordinary shares of MYR 1 each   |  | Operation of oil palm and durian plantation   
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|3.  |  | PGCG Assets Holdings Sdn. Bhd. (“PGCG Assets”)  |  | Malaysia               |  | March 21, 2012        |  | 50,000,000 issued shares of ordinary shares of MYR 1 each  |  | Investment in land & buildings                
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|4.  |  | PGCG Development Sdn. Bhd. (“PGCG Development”) |  | Malaysia               |  | March 21, 2012        |  | 250,000 issued shares of ordinary shares of MYR 1 each     |  | Inactive operation                            
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|5.  |  | PGCG Plantations Sdn. Bhd. (“PGCG Plantation”)  |  | Malaysia               |  | October 4, 2011       |  | 2 issued shares of ordinary shares of MYR 1 each           |  | Holding company of VSSB                       
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|6.  |  | Dunford Corporation Sdn. Bhd                    |  | Malaysia               |  | October 4, 1990       |  | 242,000 issued shares of ordinary shares of MYR 1 each     |  | Property holding land                         
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|7.  |  | Impiana Maksima Sdn. Bhd.                       |  | Malaysia               |  | March 15, 2013        |  | 2 issued shares of ordinary shares of MYR 1 each           |  | Property development                          
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|8.  |  | PGCG Constructions Sdn. Bhd.                    |  | Malaysia               |  | April 16, 2013        |  | 2 issued shares of ordinary shares of MYR 1 each           |  | Construction of properties                    
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|9.  |  | Fiesta Senada Sdn. Bhd.                         |  | Malaysia               |  | November 28, 2012     |  | 2 issued shares of ordinary shares of MYR 1 each           |  | Inactive operation                            
|    |  |                                                 |  |                        |  |                       |  |                                                            |  |                                               
|10. |  | Havana Avenue Sdn. Bhd.                         |  | Malaysia               |  | April 4, 2014         |  | 2 issued shares of ordinary shares of MYR 1 each           |  | Inactive operation                            



PGCG and its subsidiaries are hereinafter
referred to as (the “Company”).





F-7






PRIME GLOBAL
CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|2. | GOING CONCERN UNCERTAINTY
|-- | -------------------------



The accompanying consolidated financial
statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.



For the year ended October 31, 2019, the
Company reported a net loss of $268,058 and working capital deficit of $1,467,703 as of October 31, 2019. The Company had accumulated
deficit of $4,545,195 as of October 31, 2019 from recurring losses and significant short-term debt obligations maturing in less
than one year (notes 7 and 8). These factors raise substantial doubt about the Company’s ability to continue as a going concern.



The continuation of the Company as a going
concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital
sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will
provide the additional cash to meet the Company’s obligations as they become due.



These consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities
that may result in the Company not being able to continue as a going concern.



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



|· | Basis of presentation
|- | ---------------------



These accompanying consolidated financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US
GAAP”).



|· | Use of estimates
|- | ----------------



In preparing these consolidated financial
statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance
sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.



|· | Basis of consolidation
|- | ----------------------



The consolidated financial statements include
the accounts of PGCG and its subsidiaries. All significant inter-company balances and transactions between the Company and its
subsidiaries have been eliminated upon consolidation.



|· | Cash and cash equivalents
|- | -------------------------



Cash and cash equivalents represent cash
on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity
of three months or less as of the purchase date of such investments.



|                                                                          |  | As of October 31, |        
|------------------------------------------------------------------------- |  | ----------------- | -------
|                                                                          |  | 2019              |        
|                                                                          |  |                   |        
|Cash and bank balances held by financial institutions located in Malaysia |  | $                 | 198,113









F-8






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|· | Accounts receivable
|- | -------------------



Accounts receivable are recorded at the
invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business
but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful
accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment
history, the customer’s current credit worthiness and the economic environment. The Company considers the allowance for doubtful
accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables
that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection,
including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of
collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet
credit exposure related to its customers.



Based upon the aforementioned criteria,
the Company did not record any allowance for doubtful accounts for the years ended October 31, 2019 and 2018.



|· | Marketable securities at fair value
|- | -----------------------------------



Marketable securities at fair value are
reported at fair value using the market approach based on the quoted prices in active markets at the reporting date. The Company
classifies the valuation techniques that use these inputs as Level 1 of fair value measurements. Any unrealized losses that are
deemed other-than-temporary are included in current period earnings and removed from accumulated other comprehensive income (loss).



Realized gains and losses on marketable
securities are included in current period earnings. For purposes of computing realized gains and losses, the cost basis of each
investment sold is generally based on the weighted average cost method.



The Company regularly evaluates whether
the decline in fair value of fair value-sale securities is other-than-temporary and objective evidence of impairment could include:



| | · | The severity and duration of the fair value decline;
| | - | ----------------------------------------------------



| | · | Deterioration in the financial condition of the issuer; and
| | - | -----------------------------------------------------------



| | · | Evaluation of the factors that could cause individual securities to have an other-than-temporary impairment.
| | - | ------------------------------------------------------------------------------------------------------------



During the years ended October 31, 2019
impairment loss on fair value-sale securities did not occur and 2018, $43,530 of losses previously classified in other comprehensive
losses were reclassified into earnings to recognize an other-than-temporary decline in fair value.



During the years ended October 31, 2019
and 2018, the Company invested in equity securities listed on Bursa Malaysia with a total cost of $265,606 and escrow funds (which
invested in equity securities listed in the U.S.) with a total cost of $200,000. The Company entered into an escrow agreement
with Peijin Wu Hoppe (“Hoppe”), the Company’s former director, to set up an escrow fund up to $500,000 as a
reserve to indemnify Hoppe from any claim of liability until July 29, 2022, the seventh year anniversary of the termination of
Director Retainer Agreement, or any mutual agreement with the Company and Hoppe. The unrealized gain representing the change in
fair value of $14,294 and unrealized loss of $50,830 was charged against accumulated other comprehensive income (loss) for the
years ended October 31, 2019 and 2018, respectively.









F-9






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|· | Biological assets
|- | -----------------



Biological assets are measured at their fair value less costs to sell at each reporting date. The fair value is determined as the net present value of cash flows expected to be generated by these crops (including a risk adjustment factor). Where fair value cannot be measured reliably, biological assets are measured at cost.



The valuation takes into account expected sales prices, yields, picked fruit quality and expected direct costs related to the production and sale of the assets and management must make a judgment as to the trend in these factors.



|· | Property, plant and equipment
|- | -----------------------------



Property, 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 and orchard                  |  | Oil palm and durian 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 |  | Land portion of 15 story building in Kuala Lumpur, Malaysia                                                                             |  | Indefinite, as per property titles                  
|Building structure and improvements                   |  | Building structure of commercial buildings in Kuala Lumpur, Malaysia, including: 12 story building “Megan Avenue” and 15 story building |  | 33 years                                            
|Office furniture and equipment                        |  |                                                                                                                                         |  | 3-10 years                                          
|Motor vehicles                                        |  |                                                                                                                                         |  | 5 years                                             
|Bearer plants                                         |  | Oil palm and durian plantation in Malaysia                                                                                              |  | 50 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.



Bearer plants consist of replanting costs
of durian such as soil amendments, cultivation, fertilization and purchase costs of sapling. Costs related to durian development
projects on our plantation land, are capitalized during the sapling, developing and planting durian fruit bunches and when the
harvests are substantially available for commercial sale. The bearer plants will then commence to be depreciated as components
of plantation costs and expenses.



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 conduct its annual impairment evaluation to its long-lived assets usually in the fourth quarter of each fiscal
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.









F-10






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





The Company 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.



Deferred development cost for oil palms
that had been capitalized as part of freehold plantation land were not amortized over the useful life of the oil palms since these
costs were not separately identifiable from the cost of freehold plantation land and buildings when the whole oil palm plantation
was purchased in July 2011.



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,
2019 and 2018, 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 the Company capitalizes 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.



|· | Revenue recognition
|- | -------------------



Revenue recognition applicable from
1 November 2018

The Company recognizes its revenue in accordance
with ASC Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on a consideration specified
in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control
over a product or service to a customer, usually upon delivery of palm oil fruit bunches and durian fruits. There are no significant
payments terms, no significant financing component or any variable consideration. All of the company’s revenue from contracts
with customers in the scope of ASC 606 is recognized in one geographical market in Malaysia, and one major product line, and plantation
sales are transferred at a point in time.



Revenue recognition applicable until
31 October 2019

We recognize our revenue in accordance
with ASC Topic 605, “Revenue Recognition”, upon the delivery of our plantation products when: (1) title and risk of
loss are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer;
and (4) the collection of related accounts receivable is probable. Our sale arrangements do not contain general rights of return.







F-11






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





(a)       Plantation
sales



Revenue from plantation sales include the
sale of palm oil fruit bunches and sale of durian fruits. The sale is recognized upon confirmation of the weight of produce and
transport to the customer, when there is persuasive evidence of an arrangement, delivery has occurred and risk of loss has passed,
the sales price is fixed or determinable at the date of sale, and collectibility is reasonably assured. For the year ended October
31, 2019, sale of palm oil palm and durian was $286,084. For the year ended October 31, 2018, sales of palm oil was $164,947.



(b)       Rental
income



The Company generally leases the units
under operating leases with terms of two years or less. For the years ended Oct 31, 2019 and 2018, we have recorded $1,632,055
and $1,364,639, respectively, in lease revenue, based upon its annual rental over the life of the lease under operating lease,
using the straight-line method in accordance with ASC Topic 970-605, “Real Estate – General – Revenue Recognition”
(“ASC Topic 970-605”).



As of October 31, 2019, the commercial
buildings for lease are as follows:



|Name of Commercial building                             | Number of units
        (by floor) | Footage area
        (square feet) | Vacancy percentage
|------------------------------------------------------- | ---------------------------------- | ---------------------------------- | ------------------
|Megan Avenue                                            | 12                                 | 19,987                             | 33%               
|Le Apple Boutique Hotel KLCC
        (fka “Menara CMY”) | 15                                 | 91,848                             | 0%                



The Company expects to record approximately
$1.62 million in annual lease revenue under the operating lease arrangements in the next twelve months, through October 31, 2020.



|· | Rental concession
|- | -----------------



The Company leases retail and office spaces
to the tenants under operating lease arrangements. The Company receives rental income over a stated period of time from the real
estate properties it leased out. Rental income is recognized over the life of the operating lease agreement as it is earned in
the period under ASC Topic 970-605. The typical leases contain initial terms of one to two years with renewal options and do not
contain escalating rent amounts. Under the lease agreement with Le Apple Boutique Hotel KLCC, the initial term of lease is one
year. Provided that there are no existing breaches by the tenant, an irrecoverable annual renewal option is granted for up to twenty-nine
years, with a maximum aggregate term of thirty years. Six-months’ rent-free period under the operating lease agreement is
treated as long-term rent concession, which is being amortized as an offset to revenues collected over the term of the underlying
lease of 30 years on a straight-line basis.



|                    |  | As of October 31, |        
|------------------- |  | ----------------- | -------
|                    |  | 2019              |        
|Rental concession:  |  |                   |        
|Current portion     |  | $                 | 26,350 
|Non-current portion |  |                   | 608,257
|                    |  |                   |        
|Total               |  | $                 | 634,607









F-12






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





The estimated amortization on long-term
rent concession in the next five years and thereafter is as follows:



|Period ending October 31: |  |   |        
|------------------------- |  | - | -------
|2020                      |  | $ | 26,350 
|2021                      |  |   | 26,350 
|2022                      |  |   | 26,350 
|2023                      |  |   | 26,350 
|2024                      |  |   | 26,350 
|Thereafter                |  |   | 502,857
|                          |  |   |        
|Total                     |  | $ | 634,607



As of October 31, 2019, the minimum future
rental receivables on the commercial properties to be collectible in the next five years and thereafter are as follows:



|Period ending October 31: |  |   |           
|------------------------- |  | - | ----------
|2020                      |  | $ | 1,627,979 
|2021                      |  |   | 1,573,123 
|2022                      |  |   | 1,554,677 
|2023                      |  |   | 1,554,677 
|2024                      |  |   | 1,554,677 
|Thereafter                |  |   | 29,668,424
|                          |  |   |           
|Total                     |  | $ | 37,533,557



The Company also records operating costs
directly attributable to the leasing properties, such as real estate taxes, depreciation of the leased properties and maintenance
fees, which are charged to expense when incurred.



|· | Cost of revenues
|- | ----------------



Costs of revenue on plantation sales includes
material supplies, subcontracting costs and transportation costs incurred for planting, fertilizing and harvesting the oil palm
tree and durian tree. Transportation and handling costs associated with the distribution of fresh fruit bunches and durians fruits
to the customers are also included in cost of revenues.



Costs related to real estate business shown
on the accompanying statements of operations include costs associated with land tax, on-site and property management personnel,
repairs and maintenance, property insurance, marketing, landscaping and other on-site and related administrative costs. Utility
expenses are paid directly by tenants.



|· | Comprehensive income
|- | --------------------



ASC Topic 220, “Comprehensive
Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses
on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance
sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.









F-13






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|· | Non-controlling interests
|- | -------------------------



Non-controlling interests represent the
equity interest in the capital contributions, income and loss of less than wholly-owned and consolidated entities that is not attributable
to the Company.



|· | Income taxes
|- | ------------



Income taxes are determined in accordance
with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured
using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.



ASC 740 prescribes a comprehensive model
for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken
or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements
when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must
initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.



The Company conducts major businesses in
Malaysia and is subject to tax in its own jurisdiction. As a result of its business activities, the Company will file separate
tax returns that are subject to examination by the local and foreign tax authorities.



|· | Foreign currencies translation
|- | ------------------------------



Transactions denominated in currencies
other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of
the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into
the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are
recorded in the statement of operations.



The reporting currency of the Company is
the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition,
the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”), which
is functional currency as being the primary currency of the economic environment in which the entity operates.



In general, for consolidation purposes,
assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC
Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial
statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement
of stockholders’ equity. The gains and losses are recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders’ equity.









F-14






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





Translation of amounts from the local currency
of the Company into US$1 has been made at the following exchange rates for the respective years:



|                                        |  | As of and for the year ended October 31, |       
|--------------------------------------- |  | ---------------------------------------- | ------
|                                        |  | 2019                                     |       
|Year-end MYR : US$1 exchange rate       |  |                                          | 4.1745
|Yearly average MYR : US$1 exchange rate |  |                                          | 4.1653



|· | Related parties
|- | ---------------



Parties, which can be a corporation or
individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operating decisions. Companies are also considered
to be related if they are subject to common control or common significant influence.



|· | Segment reporting
|- | -----------------



ASC Topic 280, “Segment Reporting”
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business segments and major customers in financial statements.
During the years ended October 31, 2019 and 2018, the Company operates in two reportable operating segments in Malaysia.



|· | Fair value of financial instruments
|- | -----------------------------------



The carrying value of the Company’s
financial instruments (excluding obligation under finance lease, long-term bank loans and marketable securities at fair value):
cash and cash equivalents, accounts receivable, deposits and other receivables, amount due to a related party and other payables
approximate at their fair values because of the short-term nature of these financial instruments.



Management believes based on the current
market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease and long-term
bank loans approximates the carrying amount.









F-15






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





The Company also follows the guidance of
the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial
assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes
the inputs used in measuring fair value as follows:



| | · | Level 1: Observable inputs such as quoted prices in active markets;
| | - | -------------------------------------------------------------------



| | · | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
| | - | -----------------------------------------------------------------------------------------------------------------------



| | · | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



The following table summarizes information
on the fair value measurement of the Company’s financial assets as of October 31, 2019 and 2018, measured at fair value,
grouped by the categories described above:



|                                    |  | Quoted prices in active markets  (Level 1) |         |  | Significant  other observable inputs  (Level 2) |   |   | Significant unobservable inputs  (Level 3) | 
|----------------------------------- |  | ------------------------------------------ | ------- |  | ----------------------------------------------- | - | - | ------------------------------------------ | 
|As of October 31, 2019              |  |                                            |         |  |                                                 |   |   |                                            | 
|Marketable securities at fair value |  | $                                          | 186,835 |  |                                                 | $ | – |                                            | 
|As of October 31, 2018              |  |                                            |         |  |                                                 |   |   |                                            | 
|Marketable securities at fair value |  | $                                          | 172,532 |  |                                                 | $ | – |                                            | 



As of October 31, 2019 and 2018, the Company
did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements,
at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring
basis.



|· | Adoption of new accounting standards
|- | ------------------------------------



On 1 November 2018, the company adopted
ASU 2014-09 Revenue from Contracts with Customers.



The adoption of this Topic does not have
a material impact on our consolidated financial statements. There have been no significant judgments or changes in judgments made
in applying the guidance in this Topic. There were no contract assets or liabilities recognized at year end.



On 1 November 2018, the company adopted
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326).



The adoption of this Topic does not have
a material impact on our consolidated financial statements. There have been no significant judgments or changes in judgments made
in applying the guidance in this Topic.



The adoption of the other new accounting
standards did not have a material impact on our consolidated financial statements.









F-16






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|· | Recent accounting pronouncements
|- | --------------------------------



In June 2016, the FASB issued Accounting
Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure
all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions,
and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of
credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not anticipate that the adoption
of this ASU to have a significant impact on our consolidated financial statements .



In February 2017, FASB issued Accounting
Standards Update 2017-06; Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic
962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging
Issues Task Force). The amendments in this ASU requires an employee benefit plan within the scope of Topic 960,1 962,2 or 9653
to present its interest in a master trust and the change in its interest in that master trust as single line items in the statement
of net assets available for benefits and the statement of changes in net assets available for benefits, respectively. In addition,
the amendments update and align the disclosure requirements for an interest in a master trust across Topics 960, 962, and 965.
The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted.
The amendments in the ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material
effect on our consolidated financial statements.



In March 2017, FASB issued Accounting Standards
Update 2017-08; Receivables—Non refundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable
Debt Securities. The amendments in this ASU shortens the amortization period for certain purchased callable debt securities held
at a premium. Specifically, it requires the premium to be amortized to the earliest call date. The amendments do not require an
accounting change for securities held at a discount. The discount continues to be amortized to maturity. The amendments in this
ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. If an entity early
adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes
that interim period. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In July 2017, FASB issued Accounting Standards
Update 2017-11; Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480): Derivatives and Hedging (Topic
815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral
for Mandatorily Redeemable Financial Instruments of Certain Non public Entities and Certain Mandatorily Redeemable Non controlling
Interests with a Scope Exception. The guidance is intended to reduce the complexity associated with issuers’ accounting for
certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature (as defined) would
no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative
liability at fair value with changes in fair value recognized in current earnings. The amendments in this ASU are effective for
interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We do not expect the adoption of this
ASU to have a material effect on our consolidated financial statements.



In August 2017, FASB issued Accounting
Standards Update 2017-12; Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The
guidance in this ASU will result in the simplification of certain accounting requirements for hedging activities, resolve hedge
accounting practice issues that have arisen under the current guidance, and better align hedge accounting with an organization’s
risk management activities. The amendments in this ASU are effective for interim and annual periods beginning after December 15,
2018. Early application is permitted in any interim period after issuance of the amendments for existing hedging relationships
on the date of adoption. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.









F-17






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





In December 2017, FASB issued Accounting
Standards Update 2017-15; Codification Improvements to Topic 995, U.S. Steamship Entities: Elimination of Topic 995. The
amendments in this ASU affect all entities that have unrecognized deferred taxes related to statutory reserve deposits that were
made on or before December 15, 1992. Entities are required to recognize the unrecognized income taxes in accordance with Topic
740. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018. Early adoption
is permitted. We do not anticipate that adoption of this ASU to have a significant impact on our consolidated financial statements.



In February 2018, FASB issued Accounting
Standards Update 2018-02; Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in the ASUaddresses the accounting
issue pertaining to the deferred tax amounts that are “stranded” in accumulated other comprehensive income as a result
of the Tax Cuts and Jobs Act (the Act). We do not expect that the adoption will have a material impact on our consolidated financial
statements. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2018 and interim
periods within those fiscal years. Early adoption is permitted. We do not expect that the adoption will have a material impact
on our consolidated financial statements.



In May 2018, FASB issued Accounting standards
Update 2018-06; Codification Improvements to Topic 942 Financial Services – Depository and Lending which supersedes
outdated guidance related to the office of the Comptroller of the Currency’s Baking Circular 202, Accounting for Net Deferred
Tax Charges (Circular 202).The amendments in this update remove outdated guidance related to Circular 202 and is effective
upon issuance of this update. We do not expect the adoption of this ASU to have a material effect on our consolidated financial
statements.



In June 2018, the FASB issued ASU 2018-07—Compensation—Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting which is intended to reduce cost and complexity
and to improve financial reporting for nonemployee share-based payments. The amendment is effective for fiscal years beginning
after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an
entity’s adoption date of Topic 606. We do not expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In July 2018, the FASB issued ASU 2018-08—Not-For-Profit
Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made which
clarifies and improves the scope and accounting guidance around contributions of cash and other assets received and made by not-for-profit
organizations and business enterprises. The amendment is effective for fiscal years beginning after June 15, 2018 (serving as resource
recipient) and December 15, 2018 (serving as resource provider), including interim periods within that fiscal year. Early adoption
is permitted. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.









F-18






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





In July 2018, the FASB issued ASU 2018-09—Codification
Improvements which clarifies, corrects errors in, and makes improvements to several Codification Topics, including to:





|- | Clarify when excess tax benefits should be recognized for
share-based compensation awards                                                      
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
|- | Remove inconsistent guidance in income tax accounting for
business combinations                                                                
|- | Clarify the circumstances when derivatives may be offset                                                                                       
|- | Clarify the measurement of liability or equity-classified financial instruments when an identical asset is held as an asset                    
|- | Allow portfolios of financial instruments and nonfinancial instruments accounted for as derivatives to use the portfolio exception
to valuation



The transition and effective date guidance
is based on the facts and circumstances of each amendment. Some of the amendments in this Update do not require transition guidance
and will be effective upon issuance of this Update. However, many of the amendments in this Update do have transition guidance
with effective dates for annual periods beginning after December 15, 2018. We do not expect the adoption of this ASU to have a
material effect on our consolidated financial statements.



In July 2018, the FASB issued ASU 2018-10—Codification
Improvements to Topic 842, Leases which clarifies and corrects unintended application of narrow aspects of the lease accounting
guidance. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the
effective date and transition requirements in Topic 842. Early adoption is permitted. We do not expect the adoption of this ASU
to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-11—Leases
(Topic 842): Targeted Improvements which simplifies transition requirements and, for lessors, provides a practical expedient for
the non separation of non-lease components from lease components if certain conditions are met. For entities that have not adopted
Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update
related to separating components of a contract are the same as the effective date and transition requirements in Update 2016-02.
The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original
effective date of Topic 842 for that entity. The practical expedient may be applied either retrospectively or prospectively. We
do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-12—Financial
Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts which improves financial
reporting for insurance companies that issue long-duration contracts, such as life insurance, disability income, long-term care,
and annuities. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2020. Early application of the amendments is permitted. We do not expect the adoption of this ASU to have a
material effect on our consolidated financial statements.









F-19






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





In August 2018, the FASB issued ASU 2018-13—Fair
Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which
improves the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. Effective for all entities
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in
unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value
measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent
interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively
to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. We do not expect
the adoption of this ASU to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-14—Compensation—Retirement
Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements
for Defined Benefit Plans which improves disclosure requirements for employers that sponsor defined benefit pension or other postretirement
plans. This standard is effective for fiscal years ending after December 15, 2020, for public business entities. Early adoption
is permitted for all entities. An entity should apply the amendments in this Update on a retrospective basis to all periods presented.
We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-15—Intangibles—Goodwill
and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud
Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) which aligns the requirements
for capitalizing implementation costs that are incurred in a hosting arrangement that is a service contract or incurred to develop
or obtain internal-use software (and hosing arrangements that include an internal –use software license). This standard is
effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal
years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, for all entities.
The amendments in this Update should be applied either retrospectively or prospectively to all implementation costs incurred after
the date of adoption. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In October 2018, FASB issued Accounting
Standards Update 2018-16, Derivatives and Hedging (Topic 805): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight
Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The ASU amends ASC 815 to add the OIS rate based
on the SOFR as a fifth US benchmark interest rate. We do not expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In October 2018, FASB issued Accounting
Standards Update 2018-17: Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.This standard expands the application of a specific private company accounting alternative related to VIEs and changes the
guidance for determining whether a decision-making fee is a variable interest. We do not expect the adoption of this ASU to have
a material effect on our consolidated financial statements.



In November 2018, FASB issued Accounting
Standards Update 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.The ASU amends ASC 808 to clarify ASC 606 should apply in entirety to certain transactions between collaborative arrangement
participants. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.







F-20








PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)



In November 2018, FASB issued Accounting
Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses.The ASU changes
the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2021, including interim periods within those fiscal
years. Thus, the effective date for such entities’ annual financial statements is now aligned with that for these interim
financial statements. We are currently evaluating the impact that the standard will have on our consolidated financial statements
and related disclosures.



In December 2018, FASB issued Accounting
Standards Update 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors.The amendments are designed to make
lessors adoption of the new leases standard easier such as accounting policy election on sales tax, exclude variable payments for
all lessor costs, and clarification on lessor costs. We are currently evaluating the impact that the standard will have on our
consolidated financial statements and related disclosures.



In March 2019, FASB Issued Accounting Standards
Update 2019-01, Leases (Topic 842): Codification Improvements. For public business entities, the amendments in this Update
are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We do not expect
the adoption of this ASU to have a material effect on our consolidated financial statements.



In March 2019, FASB Issued Accounting Standards
Update 2019-02, Leases (Topic 842): Improvements to Accounting for Costs of Films and License Agreements for Program Materials.
For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In March 2019, FASB Issued Accounting Standards
Update 2019-03, Not-for-Profit Entities (Topic 958): Updating the Definition of Collections (Topic 958). We do not expect the adoption
of this ASU to have a material effect on our consolidated financial statements as the ASU is applicable to not-for-profit entities.



In April 2019, FASB Issued Accounting Standards
Update 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and
Hedging, and Topic 825, Financial Instruments. The ASU 2019-04 clarifies and improves guidance within the recently issued standards
on credit losses, hedging, and recognition and measurement of financial instruments: The effective dates for amendments related
to ASUs 2016-13 and 2017-12 align with the effective dates of those standards, unless an entity has already adopted one or both.
We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In May 2019, FASB Issued Accounting Standards
Update 2019-05, Targeted Transition Relief. ASU 2019-05 provides transition relief for ASU 2016-13 (“credit losses standard”)
by providing entities with an alternative to irrevocably elect the fair value option for eligible financial assets measured at
amortized cost upon adoption of the new credit losses standard. For entities that have not yet adopted ASU 2016-13, the effective
dates are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years
beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13
has been adopted. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements.



In May 2019, FASB Issued Accounting Standards
Update 2019-06, Extending the Private Company Accounting Alternatives on Goodwill and Certain Identifiable Intangible Assets to
Not-for-Profit Entities. The amendments are affective upon issuance of the ASU. We do not expect the adoption of this ASU to have
a material effect on our consolidated financial statements.











F-21






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)



In November 2019, the ASB issued Accounting
Standards Update 2019-08-Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification
Improvements-Share-Based Consideration Payable to a Customer. This ASU will affect companies that issue share-based payments (e.g.,
options or warrants) to their customers. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer
can incentivize additional purchases. The share-based payments can also serve a strategic purpose by aligning the interests of
a supplier and its customer, because the customer’s additional purchases increase its investment in the supplier. For entities
that have not yet adopted the amendments in Update 2018-07, the amendments in this update are effective in fiscal years beginning
after December 15, 2019. We do not expect the adoption of this ASU to have a material affect on our consolidate financial statements.



In November 2019, the FASB issued Accounting
Standards Update 2019-09-Financial Services-Insurance (Topic 944). This ASU will affect companies that issue share-based payments
(e.g., options or warrants) to their customers. Similar to issuing a cash rebate to a customer, issuing a share-based payment to
a customer can incentivize additional purchases. The share-based payments can also serve a strategic purpose by aligning the interests
of a supplier and its customer, because the customer’s additional purchases increase its investment in the supplier. The
amendments in this Update are effective in fiscal years beginning after December 15, 2021. We do not expect the adoption of this
ASU to have a material effect on our consolidated financial statements.



In November 2019, the FASB issued Accounting
Standards Update 2019-10-Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic
842): Effective Dates. This ASU discusses the FASB’s proposed ASU Codification Improvements to Hedge Accounting, which would
clarify certain amendments made by ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, to the guidance in
ASC 815 on hedging activities. The FASB issued the proposal in response to feedback and questions received from stakeholders related
to their implementation of ASU 2017-12. The ASU also discusses the recent issuance of FASB ASU No. 2019-10, Financial Instruments
– Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The ASU provides
a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new
accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 changes some effective
dates for ASU 2017-12 on hedging, ASU 2016-02 on leasing, ASU 2016-13 on current expected credit losses, and ASU 2017-04 on simplifying
the goodwill impairment test. The amendments in this Update amend the mandatory effective dates Credit Losses for all entities
as follows or fiscal years beginning after December 15, 2019. The effective dates for Hedging after applying this update are as
follows: for fiscal years beginning after December 15, 2018. The effective dates for Leases after applying this Update are as follows
for fiscal years beginning after December 15, 2018. We do not expect the adoption of this ASU to have a material effect on our
consolidated financial statements.



In December 2019, the FASB issued Accounting
Standards Update 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU summarizes the FASB’s
recently issued Accounting Standards Update (ASU) No. 2019-12, simplifying the Accounting for Income Taxes. The ASU enhances and
simplifies various aspects of the income tax accounting guidance in ASC 740. The amendments in this update are effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2020. We do not expect the adoption of this
ASU to have a material effect on our consolidated financial statements.



In January 2020, the FASB issued Accounting
Standards Update 2020-01-Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and
Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This ASU clarifies
the interaction between accounting standards related to equity securities (ASC 321), equity method investments (ASC 323), and certain
derivatives (ASC815). The amendments in this Update are effective for fiscal years beginning after December 15, 2020. We do not
expect the adoption of this ASU to have a material effect on our consolidated financial statements.



The Company has reviewed all other recently
issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may
be expected to cause a material impact on its financial condition or the results of its operations.









F-22






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)



|4. | PROPERTY, PLANT AND EQUIPMENT
|-- | -----------------------------



Property, plant and equipment consisted
of the following:



|                                                                          |  | As of October 31, |            
|------------------------------------------------------------------------- |  | ----------------- | -----------
|                                                                          |  | 2019              |            
|Freehold plantation land and orchard                                      |  | $                 | 7,845,805  
|Leasehold land under development                                          |  |                   | 4,276,764  
|Freehold land under development                                           |  |                   | 18,091,173 
|Freehold land and land improvement for rental purpose commercial building |  |                   | 15,191,123 
|Building structure and improvements                                       |  |                   | 15,857,410 
|Office furniture, fixture and equipment                                   |  |                   | 175,738    
|Motor vehicles                                                            |  |                   | 177,161    
|Bearer Plants                                                             |  |                   | 308,743    
|Foreign translation difference                                            |  |                   | (15,803,916
|                                                                          |  |                   | 46,120,001 
|Less: accumulated depreciation                                            |  |                   | (3,730,599 
|Less: foreign translation difference                                      |  |                   | 483,672    
|Property, plant and equipment, net                                        |  | $                 | 42,873,074 



Depreciation expense for the years ended
October 31, 2019 and 2018 amounted to $481,636 and $308,011, respectively.



Both commercial buildings in Kuala Lumpur,
Malaysia are pledged against the bank loans (notes 7 and 8).



In April 2015, the Company’s development
order regarding the development of 21.8921 hectares (54.10 acres) leasehold land located in Puncak Alam, Malaysia was approved
by the Kuala Selangor District Council. The approved order allows the Company to proceed with its plans to construct its Shah Alam
2 Eco Residential Development project. In November 2015, the Company submitted a request to convert some of its planned semi-detached
and bungalow home parcels into cluster semi-detached homes to improve the marketability of the Company’s proposed development.
On March 4, 2016, the Company received notification from the Kuala Selangor District Council that its revised Development Order
relating to the Puncak Alam land was approved on February 24, 2016.



Pursuant to an 8-K filed on July 1, 2016,
PGCG Assets entered into a memorandum of understanding (“MOU”) with Yong Tai Berhad, a public listed corporation in
the main market of Bursa Malaysia Berhad (“YTB”) engaged in the business of commercial and residential property development,
to jointly develop the land (the “Land”) located at Puncak Alam (the “Proposed JV”). The parties terminated
the MOU on February 15, 2017, in accordance with the terms of a Mutual Termination of Memorandum of Understanding (the “Termination
MOU”). The parties further confirmed that there was no monetary payment due to either party pursuant to the MOU or the Termination
MOU.



In light of the termination of the Proposed
JV with YTB, the Company plans to develop, market, promote and complete the construction on its own. Due to market forces, we plan
to begin construction by the end of calendar 2023 to maximize profits. The Company hopes to begin construction in the fourth calendar
quarter of 2019 and complete construction by the end of calendar 2021. The Company believes that it will require approximately
RM5 to RM10 million in the aggregate to market, promote and complete construction of each phase of our Shah Alam 2 Eco Residential
Development Project.







F-23






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





During the course of the Company’s
strategic review of its operations, the Company assessed the recoverability of the carrying value of its property, plant and equipment.
The impairment charge, if any, represented the excess of carrying amounts of the Company’s property, plant and equipment
over the fair values of the assets. The Company believes that there was no impairment of its property, plant and equipment for
the years ended October 31, 2019 and 2018.





|5. | AMOUNT DUE TO RELATED PARTIES
|-- | -----------------------------



|                                                                                                                |  | As of October 31, |          
|--------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------
|                                                                                                                |  | 2019              |          
|Current portion:                                                                                                |  |                   |          
|Amount due to a related party, unsecured, interest-free and repayable on demand                                 |  |                   |          
|Mr. Chai Kok Wai, a director of UHT                                                                             |  | $                 | 86,420   
|                                                                                                                |  |                   |          
|Non-current portion:                                                                                            |  |                   |          
|Amount due to a related party, unsecured, interest-free and not expected to be repaid in the next twelve months |  |                   |          
|Mr. Weng Kung Wong, the Company’s director                                                                      |  | $                 | 1,515,153



|6. | ACCRUED LIABILITIES AND OTHER PAYABLES
|-- | --------------------------------------



Accrued liabilities and other payables
consist of the following:



|                                          |  | As of October 31, |        
|----------------------------------------- |  | ----------------- | -------
|                                          |  | 2019              |        
|                                          |  |                   |        
|Accrued operating expenses                |  | $                 | 104,475
|Potential tax penalty liability (Note 10) |  |                   | –      
|Other payable                             |  |                   | 222,856
|                                          |  | $                 | 327,331



|7. | BANK LOANS
|-- | ----------



|                                                    |  | As of October 31, |           
|--------------------------------------------------- |  | ----------------- | ----------
|                                                    |  | 2019              |           
|Bank loans from financial institutions in Malaysia, |  |                   |           
|Public Islamic Bank Berhad                          |  |                   |           
|-  15 Story bank loan                               |  | $                 | 12,644,115
|-   Financing loan                                  |  |                   | –         
|RHB Bank Berhad                                     |  |                   | 2,000,382 
|                                                    |  |                   | 14,644,497
|Less: current portion                               |  |                   | (717,475  
|Bank loans, net of current portion                  |  | $                 | 13,927,022









F-24






PRIME GLOBAL CAPITAL
GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





15 Story Bank Loan



In August 2018, the Company, through PGCG
Assets obtained a loan in the principal amount of RM50,000,000 from Public Islamic Bank Berhad, a financial institution in Malaysia
to finance the acquisition of a fifteen story office building property, which bears interest at a rate of 1.50% per annum below
the base financing rate, currently 6.97% per annum, with 180 monthly installments of RM407,750 each (including interests) over
a period of 15 years or until full settlement and will mature in September 2033.



The loan from Public Islamic Bank Berhad
is secured by the first party charge over 15-story commercial office building in Kuala Lumpur, Malaysia, deed of assignment of
rental proceeds over the rights and interest to the rental of the 15-story commercial office building and is personally guaranteed
by the director and chief executive officer of the Company, Mr. Weng Kung Wong and a subsidiary of the Company, UHT. The loan is
also secured by a debenture incorporating fixed and floating charge for RM50 million plus interest thereon over the assets of PGCG
Assets. The cost of funds was 5.47% per annum for the years ended October 31, 2019 and 2018.



12 Story Bank Loan



In May 2013, the Company, through PGCG
Assets obtained a loan in the aggregate amount of RM9,840,000 from RHB Bank Berhad, a financial institution in Malaysia to finance
the acquisition of 12-story office building property, which bears interest at a rate of 1.90% per annum below the lending rate,
variable rate quoted by the bank, with 288 monthly installments of RM58,317 each (including interests) over a period of 24 years
and will mature in 2037.



The loan is secured by the 12-story commercial
office building “Megan Avenue” in Kuala Lumpur, Malaysia and is personally guaranteed by the director and chief executive
officer of the Company, Mr. Weng Kung Wong and a director of the Company’s subsidiary, Mr. Kok Wai Chai and a subsidiary
of the Company, UHT. The cost of funds was 4.95% per annum for the year ended October 31, 2019 (2018: 4.95% per annum).



Financing Loan



In March 2019, the Company, through VSSB
obtained a loan in the aggregate amount of RM5,000,000 from Public Islamic Bank Berhad, a financial institution in Malaysia for
working capital purpose, which bears interest at a rate of 1.00% per annum above base financing rate, variable rate quoted by the
bank, with 120 monthly instalments of RM60,590 each (including interests) over a period of 10 years and will mature in 2029.



The loan is secured by the first party
charge over agricultural lands under Lot 3695, Lot 3696 and Lot 1552 situated at Pahang, Malaysia, and a third-party charge over
the 15-story commercial office building registered under PGCG Assets. The loan is also secured by a specific debenture on the oil
palm and durian plantation is to be obtained, and personally guaranteed by the director and chief executive officer of the Company,
Mr. Weng Kung Wong and subsidiaries of the Company, UHT and PGCG Assets. The cost of funds was 7.97% per annum for the period ended
July 31, 2019.











F-25






PRIME GLOBAL CAPITAL GROUP
INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





As of October 31, 2019, the minimum future
payments of the aggregate bank loans in the next five years and thereafter are as follows:



|Year ending October 31: |  |   |           
|----------------------- |  | - | ----------
|2020                    |  | $ | 717,475   
|2021                    |  |   | 759,342   
|2022                    |  |   | 803,711   
|2023                    |  |   | 850,739   
|2024                    |  |   | 900,112   
|Thereafter              |  |   | 10,613,118
|                        |  |   |           
|Total:                  |  | $ | 14,644,497



|8. | STOCKHOLDERS’ EQUITY
|-- | --------------------



As of October 31, 2019 and 2018, the number
of shares of the Company’s common stock issued and outstanding was 512,682,393 shares. There are no shares of preferred stock
issued and outstanding.



|9. | NET LOSS PER SHARE
|-- | ------------------



Basic net loss per share is computed using
the weighted average number of common stock outstanding during the year. Diluted net loss per share is computed using the weighted
average number of common stock outstanding and common stock equivalents during the year.



The following table sets forth the computation
of basic and diluted net loss per share attributable to Prime Global Capital Group Incorporated stockholders:



|                                                                                                                             |  | Years ended October 31, |            
|---------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | -----------
|                                                                                                                             |  | 2019                    |            
|Basic and diluted net loss attributable to Prime Global Capital Group Incorporated stockholders:                             |  |                         |            
|Numerator:                                                                                                                   |  |                         |            
|- Net loss attributable to Prime Global Capital Group Incorporated stockholders                                              |  | $                       | (268,058   
|                                                                                                                             |  |                         |            
|Denominator:                                                                                                                 |  |                         |            
|Weighted average shares outstanding attributable to Prime Global Capital Group Incorporated stockholders – Basic and diluted |  |                         | 512,682,393
|                                                                                                                             |  |                         |            
|Net loss per share attributable to Prime Global Capital Group Incorporated stockholders – Basic and diluted                  |  | $                       | (0.00      





* Denotes less than $0.01 per share









F-26






PRIME GLOBAL CAPITAL
GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|10. | INCOME TAXES
|--- | ------------



The local (United States) and foreign components
of loss before income taxes were comprised of the following:



|                         |  | Years ended October 31, |         
|------------------------ |  | ----------------------- | --------
|                         |  | 2019                    |         
|Tax jurisdictions from:  |  |                         |         
|– Local                  |  | $                       | (128,220
|– Foreign, representing: |  |                         |         
|Malaysia                 |  |                         | 38,106  
|Loss before income taxes |  | $                       | (90,114 



Provision for income taxes consisted of
the following:



|                         |  | Years ended October 31, |        
|------------------------ |  | ----------------------- | -------
|                         |  | 2019                    |        
|Current:                 |  |                         |        
|– Local                  |  | $                       | –      
|– Foreign, representing: |  |                         |        
|Malaysia                 |  |                         | 183,545
|                         |  |                         |        
|Deferred:                |  |                         |        
|– Local                  |  |                         | –      
|– Foreign                |  |                         | (6,338 
|Income tax expense       |  | $                       | 177,207



The effective tax rate in the years presented
is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the
years presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions
in which it subsidiaries operate, as follows:



United States of America



PGCG is registered in the State of Nevada
and is subject to United States of America tax law. As of October 31, 2019 and 2018, the operations in the United States of America
incurred $1,163,399 and $1,035,179, respectively of cumulative net operating losses which can be carried forward to offset future
taxable income. The net operating loss carry forwards begin to expire in 2031, if unutilized. As of October 31, 2019, the Company
has provided for a full valuation allowance of $407,190 (2018: $362,313) against the deferred tax assets on the expected future
tax benefits from the net operating loss carry forwards as the management believes it is not likely that these assets will not
be realized in the future.



The Company has adopted ASC 740-10 “Accounting
for Income Taxes” and recorded a liability for an uncertain income tax position, tax penalties and any imputed interest
thereon. The amount, recorded as an obligation is $135,000 at October 31, 2019 and 2018 (included in accrued liabilities and other
payables) in respect of potential tax penalty of the late filing of IRS return and, if recognized, will affect the Company’s
effective tax rate.









F-27






PRIME GLOBAL CAPITAL
GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





Malaysia



All of the Company’s subsidiaries
operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a progressive income tax rate of 18% (2019: 17%) (for Company
with paid up capital not more than RM2.5 million and on the first RM 500,000 income) and 24% (2019: 24%) (on all income for Company
with paid up capital more than RM2.5 million and on the remaining balance of income after the first RM500,000 income charged at
24% for Company with paid up capital not more than RM2.5 million) on the assessable income for its tax year. Any unutilized losses
can be carried forward indefinitely to be utilized against income from any business source. As of October 31, 2019, the Company
has provided for a full valuation allowance against the deferred tax assets of $163,702 (2018: $162,104) on the expected future
tax benefits from the net operating loss carry forwards as the management believes it is not likely that these assets will be realized
in the future.



A reconciliation of loss before income
taxes to the effective tax rate as follows:



|                                                |  | Years ended October 31, |        
|----------------------------------------------- |  | ----------------------- | -------
|                                                |  | 2019                    |        
|                                                |  |                         |        
|Loss before income taxes                        |  | $                       | 38,106 
|Statutory income tax rate                       |  |                         | 24%    
|Income tax at statutory tax rate                |  |                         | 9,146  
|                                                |  |                         |        
|Tax effect of non-deductible expenses           |  |                         | 29,652 
|Tax effect of non-taxable income                |  |                         | 672    
|Tax effect of non-business source rental income |  |                         | 130,962
|Under-provision in prior years                  |  |                         | (292   
|Net operating loss                              |  |                         | 7,067  
|Income tax expense                              |  | $                       | 177,207



During fiscals 2019 and 2018, the Company
revisited the facts and circumstances and determined that rental income at “Megan Avenue” and “Le Apple”
should be more appropriately taxed as a non-business source under Section 4(d) of the Income Tax Act.













F-28






PRIME GLOBAL CAPITAL
GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





The following table sets forth the significant
components of the aggregate deferred tax assets of the Company as of October 31, 2019 and 2018:



|                                       |  | As of October 31, |         
|-------------------------------------- |  | ----------------- | --------
|                                       |  | 2019              |         
|Deferred tax assets:                   |  |                   |         
|Net operating loss carry forwards      |  |                   |         
|- United States of America             |  | $                 | 407,190 
|- Malaysia                             |  |                   | 163,702 
|Total deferred tax assets              |  |                   | 570,892 
|Less: valuation allowance              |  |                   | (570,892
|Deferred tax assets                    |  | $                 | –       
|                                       |  |                   |         
|Deferred tax liabilities – current     |  |                   |         
|Rental concession                      |  | $                 | –       
|                                       |  |                   |         
|Deferred tax liabilities – non-current |  |                   |         
|Property, plant and equipment          |  |                   | 1,947   
|Rental concession                      |  |                   | 152,306 
|                                       |  | $                 | 154,253 



|11. | PENSION PLAN
|--- | ------------



The Company is required to make contribution
on behalf of its employees under a government-mandated defined contribution pension scheme for its eligible full-time employees
in Malaysia and the PRC. The Company is required to contribute a specified percentage of the participants’ relevant income
based on their ages and wages level. The total contributions made by the Company were $21,823 and $23,602 for the years ended October
31, 2019 and 2018, respectively.



|12. | SEGMENT INFORMATION
|--- | -------------------



|(a) | Business segment reporting
|--- | --------------------------



During the years ended October 31, 2019
and 2018, the Company operated two reportable business segments, as defined by ASC Topic 280:



| | · | Plantation business – oil palm and durian plantation in Malaysia
| | - | ----------------------------------------------------------------



| | · | Real estate business – acquisition and development of commercial and residential real estate properties in Malaysia
| | - | -------------------------------------------------------------------------------------------------------------------













F-29






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





The accounting policies of the segments
are the same as those described in the summary of significant accounting policies (see Note 3). The Company had no inter-segment
sales for the years presented. Summarized financial information concerning the Company’s reportable segments is shown as
below:



|                                  |  | Year ended October 31, 2019 |          
|--------------------------------- |  | --------------------------- | ---------
|                                  |  | Plantation Business         |          
|                                  |  |                             |          
|Revenues, net                     |  | $                           | 286,084  
|Less: inter-company revenues      |  |                             | –        
|Revenues from external customers  |  |                             | 286,084  
|Cost of revenues                  |  |                             | (82,983  
|Gross profit                      |  |                             | 203,101  
|                                  |  |                             |          
|Depreciation                      |  |                             | 12,434   
|Net income (loss)                 |  |                             | 30,933   
|Total assets                      |  |                             | 6,308,836
|Expenditure for long-lived assets |  | $                           | 33,515   



|                                  |  | Year ended October 31, 2018 |          
|--------------------------------- |  | --------------------------- | ---------
|                                  |  | Plantation Business         |          
|                                  |  |                             |          
|Revenues, net                     |  | $                           | 164,947  
|Less: inter-company revenues      |  |                             | –        
|Revenues from external customers  |  |                             | 164,947  
|Cost of revenues                  |  |                             | (79,679  
|Gross profit                      |  |                             | 85,268   
|                                  |  |                             |          
|Depreciation                      |  |                             | 6,757    
|Net income (loss)                 |  |                             | (5,272   
|Total assets                      |  |                             | 6,151,655
|Expenditure for long-lived assets |  | $                           | 1,566    



All long-lived assets are located in Malaysia.









F-30






PRIME GLOBAL CAPITAL
GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|13. | CONCENTRATIONS OF RISK
|--- | ----------------------



The Company is exposed to the following
concentrations of risk:



|(a) | Major customers
|--- | ---------------



For the years ended October 31, 2019 and
2018, the customer who accounted for 10% or more of the Company’s revenues is presented as follows:



|                                         |  |                     |  | Year ended October 31, 2019 |           |  | October 31, 2019        | 
|---------------------------------------- |  | ------------------- |  | --------------------------- | --------- |  | ----------------------- | 
|                                         |  | Business  segment   |  | Revenues                    |           |  | Percentage  of revenues | 
|Le Apple Boutique Hotel (KLCC) Sdn. Bhd. |  | Real estate         |  | $                           | 1,558,111 |  |                         | 
|Lim Joo Soon Enterprise                  |  | Plantation Business |  |                             | 286,084   |  |                         | 
|                                         |  |                     |  | $                           | 1,844,195 |  |                         | 



|                                         |  |                   |  | Year ended October 31, 2018 |           |  | October 31, 2018        | 
|---------------------------------------- |  | ----------------- |  | --------------------------- | --------- |  | ----------------------- | 
|                                         |  | Business  segment |  | Revenues                    |           |  | Percentage  of revenues | 
|Le Apple Boutique Hotel (KLCC) Sdn. Bhd. |  | Real estate       |  | $                           | 1,289,505 |  |                         | 



|(b) | Major vendors
|--- | -------------



During the fiscal year ended October 31,
2019, and 2018, there is no vendor accounted for 10% or more of our purchase.



|(c) | Credit risk
|--- | -----------



Financial instruments that are potentially
subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade
receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company
does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based
upon factors surrounding the credit risk of specific customers, historical trends and other information.



|(d) | Interest rate risk
|--- | ------------------



The Company’s exposure to interest
rate risk primarily relates to the interest expense incurred on bank borrowings. The Company has not used derivative financial
instruments in its investment portfolio in order to reduce this risk. The Company has not been exposed nor does it anticipate being
exposed to material risks due to changes in interest rates.









F-31






PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amount expressed in United States Dollars
(“$”), except for number of shares or stated otherwise)





|(e) | Exchange rate risk
|--- | ------------------



The reporting currency of the Company is
US$. To date the majority of the revenues and costs are denominated in MYR, and a significant portion of the assets and liabilities
are denominated in MYR. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations
may be affected by fluctuations in the exchange rate between US$ and MYR. If MYR depreciates against US$, the value of MYR revenues
and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments
that expose to substantial foreign exchange risk.



|(f) | Commodity price
|--- | ---------------



The Company’s primary market risk
exposure results from the price it receives for its palm oil. The Company does not currently engage in any commodity hedging activities,
although it may do so in the future. Realized commodity pricing for the Company’s operation is primarily driven by the prevailing
worldwide price for palm oil. Pricing for palm oil has been volatile and unpredictable in recent years, and the Company expects
this volatility to continue in the foreseeable future. The prices the Company receives for operation depend on many factors outside
of its control, including volatility in the differences between product prices at sales points and the applicable commodity index
price.



|(g) | Malaysian real estate market risk
|--- | ---------------------------------



The Company’s real estate business
may be affected by market conditions and economic challenges experienced by the economy as a whole in Malaysia, conditions in the
credit markets or by local economic conditions in the markets in which its properties are located. Such conditions may impact the
Company’s results of operations, financial condition or ability to expand its operations.



|(h) | Market risk related to marketable securities
|--- | --------------------------------------------



The Company is also exposed to the risk
of changes in the value of financial instruments, caused by fluctuations in equity prices related to marketable securities. Changes
in these factors could cause fluctuations in earnings and cash flows.



|14. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------



|(a) | Operating lease commitments
|--- | ---------------------------



As of October 31, 2019, the Company occupied
its own building premises and has no future minimum rental payments due under various operating leases in the next twelve months.



|(b) | Capital commitment
|--- | ------------------



As of October 31, 2019, the Company does
not have any significant capital commitments.



|15. | SUBSEQUENT EVENTS
|--- | -----------------



In accordance with ASC Topic 855, “Subsequent
Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after
October 31, 2019 up through the date of the these condensed consolidated financial statements. During the period, the Company did
not have any material recognizable subsequent events.











F-32






Part IV.



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit No. | Description                                                                                                                                                                   
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of Certification of Chief Executive Officer and Interim Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.                 
|32.1        | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            |                                                                                                                                                                               
|101.INS     | XBRL Instance Document*                                                                                                                                                       
|101.SCH     | XBRL Taxonomy Schema*                                                                                                                                                         
|101.CAL     | XBRL Taxonomy Calculation Linkbase*                                                                                                                                           
|101.DEF     | XBRL Taxonomy Definition Linkbase*                                                                                                                                            
|101.LAB     | XBRL Taxonomy Label Linkbase*                                                                                                                                                 
|101.PRE     | XBRL Taxonomy Presentation Linkbase*                                                                                                                                          



|* | Previously filed
|- | ----------------











4






SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended 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, Interim Chief Financial Officer,     |  |               
|Weng Kung Wong                                       |  | Interim Secretary and Director                                |  | March 31, 2020
|                                                     |  | (Principal Executive Officer and Principal Financial Officer) |  |               
|                                                     |  |                                                               |  |               
|/s/ Maylee Gan Suat Lee*
        Maylee Gan Suat Lee |  | Director                                                      |  | March 31, 2020
|                                                     |  |                                                               |  |               
|/s/ Soo Choon Meng*
        Soo Choon Meng           |  | Director                                                      |  | March 31, 2020





Representing all of the members of the Board of Directors.



|    
|----
|    
|* By
|    
|    





5