UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



AMENDMENT NO. 1

FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     |  | 
|- |  | -------------------------------------------------------- |  | 
|  |  | SECURITIES EXCHANGE ACT OF 1934                          |  | 
|  |  |                                                          |  | 
|  |  | For the fiscal year ended October 31, 2012               |  | 
|  |  |                                                          |  | 
|  |  | OR                                                       |  | 
|  |  |                                                          |  | 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |  | 
|  |  | SECURITIES EXCHANGE ACT OF 1934                          |  | 



For the transition period from ____________
to ____________



Commission file number: 000-54288



PRIME GLOBAL CAPITAL GROUP INCORPORATED

(Exact name of registrant
as specified in its charter)



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



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



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

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



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



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     Yes
o	No x



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.     Yes x	No
o



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).     Yes x	No
o



Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. x



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



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



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



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



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



|Common Stock                            |  | Outstanding at December 23, 2012
|--------------------------------------- |  | --------------------------------
|Common Stock, $.001 par value per share |  | 512,682,393 shares              



DOCUMENTS INCORPORATED BY REFERENCE: None














EXPLANATORY NOTE



This Amendment No. 1
to Form 10-K amends our Annual Report on Form 10-K for the period ended October 31, 2012, filed with the Securities and
Exchange Commission on December 31, 2012. This Amendment No. 1 to Form 10-K is being filed to: (i) revise our disclosures
regarding applicable government regulation in Item 1 Description of Business; (ii) revise the Management’s Discussion
and Analysis portion of this report; (iii) revise Note 3 to the financial statements;  (iv) amend the section entitled
“Compensation of Directors”; (v) include the Report of Independent Registered Public Accounting Firm issued by
Borgers & Cutler CPA’s PLLC for the fiscal year ended October 31, 2011, which was inadvertently excluded; and (vi)
to amend the consent of HKCMCPA Company Limited attached as Exhibit 23 to reflect the correct date.



Except as described above,
this Amendment No. 1 to Form 10-K does not amend, update or change any other items or disclosures in the original filing and does
not purport to reflect any information or events subsequent to the filing date of the original filing. As such, this amended Form
10-K report speaks only as of the date the original filing was filed, and the Registrant has not undertaken herein to amend, supplement
or update any information contained in the original filing to give effect to any subsequent events. Accordingly, this amended Form
10-K should be read in conjunction with the Registrant’s filings made with the Securities and Exchange Commission subsequent
to the filing of the original filing, including any amendment to those filings.

























2









PART I



ITEM 1 DESCRIPTION OF BUSINESS



The section entitled “Government
Regulation” in Item 1, the “Description of Business’ is restated in its entirety as set forth below.



Government Regulation



Foreign Exchange Control
and Administration



Foreign exchange in China
is primarily regulated by:



|· |  | The Foreign Currency Administration Rules (1996), as amended; and
|- |  | -----------------------------------------------------------------

|· |  | The Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996),
or the Administration Rules.
|- |  | ---------------------------------------------------------------------------------------------------------------------



Under the Foreign Currency
Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the
relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of
dividends, interest and royalties payments, and trade and service-related foreign exchange transactions. Conversion of RMB for
capital account items, such as direct investment, loans, securities investment and repatriation of investment, however, is subject
to the approval of SAFE or its local counterpart.



Under the Administration
Rules for the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell and/or remit foreign
currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case
of capital account item transactions, obtaining approval from SAFE or its local counterpart.



As an offshore holding
company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiaries, (ii) establish new PRC
subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiaries or consolidated
affiliated entities, or (iv) acquire offshore entities with business operations in China in offshore transactions. However, most
of these uses are subject to PRC regulations and approvals. For example:



|· |  | capital contributions to our PRC subsidiaries, whether existing or newly established
ones, must be approved by the Ministry of Commerce or its local counterparts;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise,
to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | loans by us to our consolidated affiliated entities, which are domestic PRC entities,
must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On August 29, 2008, SAFE
issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement
of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. Pursuant to SAFE Circular 142, RMB resulting
from the settlement of foreign currency capital of a foreign-invested enterprise must be used within the business scope as approved
by the applicable government authority and cannot be used for domestic equity investment, unless it is otherwise approved. Documents
certifying the purposes of the settlement of foreign currency capital into RMB, including a business contract, must also be submitted
for the settlement of the foreign currency. In addition, SAFE strengthened its oversight of the flow and use of RMB capital converted
from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without
SAFE’s approval, and such RMB capital may not be used to repay RMB loans if such loans have not been used. Violations of
SAFE Circular 142 could result in severe monetary fines or penalties. We expect that our use of RMB funds have been, and will be,
within the approved business scope of our PRC subsidiary. We believe that our PRC subsidiary is permitted to conduct its castor
seeds distribution operations and provide consulting services to castor farmers. However, we may not be able to use such RMB funds
to make equity investments in the PRC through our PRC subsidiaries. There are no costs associated with applying for registration
or approval of loans or capital contributions with or from relevant PRC governmental authorities, other than nominal processing
charges. Under PRC laws and regulations, the PRC governmental authorities are required to process such approvals or registrations
or deny our application within a prescribed time period, which is usually less than 90 days. The actual time taken, however, may
be longer due to administrative delays. We cannot assure you that we will be able to obtain these government registrations or approvals
on a timely basis, if at all, with respect to our operations in China. If we fail to receive such registrations or approvals, our
ability to use the proceeds from our funds to capitalize our PRC operations may be negatively affected, which could materially
and adversely affect our liquidity and ability to fund and expand our business.



3









The value of the Renminbi
against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political
and economic conditions. Historically, the conversion of Renminbi into foreign currencies, including US dollars, has been based
on rates set by the People’s Bank of China. On July 21, 2005, the PRC government changed its policy of pegging the value
of the Renminbi to the US dollar. Under the new policy, the Renminbi will be permitted to fluctuate within a band against a basket
of certain foreign currencies. There remains significant international pressure on the PRC government to adopt a substantial liberalization
of its currency policy, which could result in a further and more significant appreciation in the value of the Renminbi against
the US dollar.



The fluctuation of the
Renminbi against the US dollar and other currencies may have an impact on our figures in our consolidated financial information
presented elsewhere in this prospectus.



Dividend Distributions



The principal regulations
governing dividend distributions of wholly foreign-owned enterprises include:



|· |  | the Companies Law (2005);
|- |  | -------------------------

|· |  | the Wholly Foreign-Owned Enterprise Law (2000); and
|- |  | ---------------------------------------------------

|· |  | the Wholly Foreign-Owned Enterprise Law Implementing Rules (2001).
|- |  | ------------------------------------------------------------------



Under these regulations,
wholly foreign-owned enterprises in the PRC may pay dividends only out of their accumulated profits as determined in accordance
with PRC accounting standards and regulations. In addition, these wholly foreign-owned enterprises are required to set aside at
least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, until the aggregate amount
of such fund reaches 50% of its registered capital. At the discretion of these wholly foreign-owned enterprises, they may allocate
a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserve funds and
staff welfare and bonus funds are not distributable as cash dividends.



Max Trend WFOE is regulated
by the laws governing foreign-invested enterprises in the PRC. Accordingly, it is required to allocate 10% of its after-tax profits
based on PRC accounting standards each year to their general reserves until the accumulated amount of such reserves has exceeded
50% of its registered capital, after which no further allocation is required to be made. These reserve funds, however, may not
be distributed to equity owners except in accordance with PRC laws and regulations. In addition, due to the failure of these laws
and regulations to define or interpret the terms “non-profit,” “for-profit” or “for the purpose of
making a profit” as they relate to our business, we cannot assure you that the PRC government authorities will not request
our subsidiary to use its after-tax profits for its own development and restrict our subsidiary’s ability to distribute their
after-tax profits to us as dividends.



On March 16, 2007, the
National People’s Congress approved and promulgated a new tax law, the PRC Enterprise Income Tax Law, or “EIT Law,”
which took effect on January 1, 2008. Pursuant to the new EIT law and its implementing regulations, dividends payable by a foreign-invested
enterprise to its foreign enterprise (but not individual) investors will be subject to a 10% withholding tax if the foreign investors
are considered as non-resident enterprises without any establishment or place of business within China or if the dividends payable
have no connection with the establishment or place of business of the foreign investors within China, to the extent that the dividends
are deemed China sourced income, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China
that provides for a different withholding arrangement. Hong Kong, where Max Trend HK is incorporated, has such a tax treaty with
China.



In addition, as clarified
by a notice jointly promulgated by the Ministry of Finance and the State Administration of Taxation of the PRC on February 22,
2008, distribution of accumulated profits of foreign-invested enterprises will be subject to withholding tax.



A fuller discussion of
the EIT Law and its application to us is set forth in our risk factors under the section entitled “Risks Related to Our Operations
In China”.



As of October 31, 2012,
the registered capital of our PRC wholly foreign-owned subsidiary Shenzhen was US$158,485. Shenzhen has not made any profits to
date, and thus is not subject to the statutory reserve fund requirement. Shenzhen has not and will not be able to pay dividends
to our offshore entities until they generate accumulated profits and meet the requirements for statutory reserve funds. As of October
31, 2012, our Shenzhen had retained earnings of approximately US$761,000 in accordance with PRC accounting standards and regulations

4







As of October 31, 2012,
the amount of cash held by our PRC subsidiary was $991,312, of which $831,000 is free of restriction and $160,312 is restricted.
As of October 31, 2012, the amount of net assets held by our PRC subsidiary was $924,028, of which approximately $831,000 is free
of restriction and $93,028 is restricted.



To date, we have not yet
transferred any cash out of the PRC. We currently intend to reinvest PRC derived proceeds in the PRC. If we elect to move our cash
outside of the PRC, we will be subject to withholding taxes of approximately 5%.





PART II



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



The “Overview”
portion of this section is restated in its entirety as set forth below.



Overview



During fiscal year 2012,
we operated in the following four business segments: (i) the provision of IT consulting, programming and website development services;
(ii) our oilseeds business; (iii) our real estate business and (iv) the distribution of consumer products. Our software and oilseeds
businesses each accounted for approximately half of our revenues for fiscal year 2012. We did not generate any revenues from any
of our other business segments during fiscal year ended 2012. Summarized financial information regarding each revenue generating
segment and the real estate business segment as of fiscal year end October 31, 2012 is as follows:



|                                  | Year ended October 31, 2012
|--------------------------------- | ---------------------------
|                                  | Software Business          
|                                  |                            
|Revenues, net                     | $                          
|Cost of revenues                  |                            
|Gross profit                      |                            
|General and administrative        |                            
|Other income (expense)            |                            
|Net income (loss)                 |                            
|Total assets                      |                            
|Expenditure for long-lived assets | $                          



Our m-commerce and consumer
distribution products businesses are operated through UHT. Our oilseeds business is operated through Virtual Setup Sdn. Bhd., or
VSSB, and Max Trend WFOE. Our real estate business is operated through PGCG Assets Holding Sdn. Bhd.



Our initial business plan
broadly encompassed the development, distribution and operation of mobile and online social networking, ecommerce and search products
and services. However, as a result of the challenges we experienced in implementing our m-commerce business plan, we began seeking
business opportunities in the oilseeds industry in fiscal year 2011 with a specific focus on the acquisition, lease or management
of existing castor seed and oil palm plantations located in Asia. Concurrently, we scaled back our consumer goods and all m-commerce
activities except for the provision of IT consulting, programming and website development services related to software previously
sold. We intend to engage in limited distribution activities, after sales consulting/website development activities and future
sales activities only if such opportunities become readily available. As a result, we expect these business segments to generally
account for a decreasing share of our net revenue in the near future.

5









Since the commencement
of our oilseeds business segment, we have:



|· |  | Acquired VSSB whose primary asset is an operating mature palm oil plantation in Malaysia
(May 29, 2012);
|- |  | --------------------------------------------------------------------------------------------------------

|· |  | Entered into a trial planting arrangement with Srira Cha province, Thailand, for the
cultivation of castor plants (December 2011); and
|- |  | --------------------------------------------------------------------------------------------------------------------------------------

|· |  | Commenced selling castor seeds and advising castor farmers under a bundled sales arrangement
in the People’s Republic of China (July 2012).
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------



The oilseeds business is
a highly regulated industry with prices subject to wide fluctuations due to factors beyond our control such as weather conditions,
competition, global demand and government policies. Management has limited experience operating in this industry and may not be
able to successfully navigate all industry specific factors in addition to any geopolitical factors in Malaysia, Thailand and the
PRC. If we are not able to successfully respond to any of these factors, we may not be able to effectively compete and our business
operations and financial results may be adversely affected. There can be no assurance that we will be able to successfully operate
a multi-national oilseeds operation in conjunction with our other business segments given limited management experience.



Concurrently with our oilseeds
business, we also began our real estate business segment, which consist of the acquisition, development, management, operation
and sale of commercial and residential real estate properties located in Malaysia, primarily in Kuala Lumpur and Selangor. We anticipate
generating revenues from sales of developed properties and from rental income from our commercial properties. Developed property
sales can include condominium units, individual villas and bungalows at our future Shah Alam 2 Eco Residential Development project
and Bandar Sungai Long High Grade Villas development project located in Selangor, Malaysia. We may also sell properties under development,
undeveloped properties or commercial properties, if opportunities arise that we believe will maximize overall asset values.



In calendar year 2012,
we:



|· |  | Acquired 21.8921 hectares (54.10 acres) of vacant development land located in Selangor,
Malaysia, which is subject to a 99-year leasehold, expiring July 30, 2100 (July 26, 2012);
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Acquired Dunford Corporation Sdn. Bhd., or Dunford, whose primary assets consist of
two parcels of undeveloped land located in Selangor, Malaysia aggregating approximately 31 acres (October 17, 2012);
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Acquired a 15 story commercial building located at Geran 10010, Lot 238 Section 43,
Town and District of Kuala Lumpur, Wilayah Persekutuan, Kuala Lumpur, Malaysia (December 2012); and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Executed a Sales and Purchase Agreement to purchase a 12 story commercial building
located at Megan Avenue 1, No. 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia (August 2012), which we expect to consummate
within the next six months.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Residential Real Estate
Development



We believe that the outlook
for residential properties will remain positive for calendar 2013 and 2014, based upon Malaysia’s stable employment outlook,
growth in household income, formation of new households, and increased demand for affordable residential property from first time
home buyers. Developers such as us, however, are facing challenges of inconsistent supply and high cost of labor, increased costs
of building materials (such as cement and steel bars) and general increased costs of doing business. Management has limited experience
developing residential properties and may not be able to successfully address the challenges involved in this industry such as
competition, a high level of government regulation, local and regional economic factors, illiquidity of the asset base, and effect
of interest rates on our buyer base. If we are not able to successfully respond to any of these factors, we may not be able to
effectively compete and our business operations and financial results may be adversely affected. There can be no assurance that
we will be able to successfully develop our properties in conjunction with operating a multi-national oilseeds operation given
limited management experience in both these sectors.



Our market is also sensitive
to changes in lending rates and lending requirements as many homebuyers rely on financing to make purchases. As a result, government
or bank policies that result in increased interest rates and or stricter lending requirements may adversely affect the sales of
our developed properties



Commercial Real Estate



We expect demand for commercial
property to remain steady and positive for calendar 2013 and 2014. As a result, we do not anticipate significant challenges in
leasing out our 12 story and 15 story commercial buildings.

6







We generate rental income
from our 12 story commercial property and anticipate generating income from the sale of developed properties. Currently, 10 of
the 12 stories of our 12 story building have been leased to tenants at market rates. Most of these tenants are parties to two year
leases. We expect to generate approximately $185,000 of gross rental income on an annualized basis from our 12 story building based
upon full occupancy of our 12 story building at prevailing market rates.



We are actively seeking
tenants for our 15 story building, which is currently vacant. There can be no assurance that we will be able to successfully lease
out our building. If we are unable to lease out the building, our operating results may be materially and adversely affected.



As of October 31, 2012,
we had approximately $1.3 million available cash balance, $6.4 million marketable securities available for sale and payment obligations
of $27.6 million related to the purchase of two commercial buildings in Malaysia. We consummated the purchase of one of the commercial
buildings in December 2012, financing the acquisition through a combination of cash and a bank loan. We will require approximately
$3.7 million to consummate the purchase of the remaining 12 story commercial building. Consistent with past practice, we hope to
obtain the necessary additional financing from our shareholders, executive officers and directors or through external financing.
We are currently conducting internal discussions to obtain the necessary financing, however, there can be no assurance that we
will be able to obtain sufficient funds on acceptable terms to timely meet our obligations.



Approval to Initiate
Uplisting Process



On December 12, 2011, our
board of directors approved, authorized and directed our officers to initiate the process for listing shares of the Company’s
common stock on one or more U.S. national securities exchanges including the NYSE Amex Equities Exchange. We have elected to delay
uplisting efforts until the end of calendar year 2014 to focus on implementing our business plan.



***





The following disclosures
have been added to the Liquidity and Capital Resources section of the Management’s Discussion and Analysis of Financial Condition
and Results of Operations portion of the report.





Liquidity and Capital Resources



As of October 31, 2012,
the amount of cash held by our PRC subsidiary was $991,312, of which $831,000 is free of restriction and $160,312 is restricted.
As of October 31, 2012, the amount of net assets held by our PRC subsidiary was $924,028, of which approximately $831,000 is free
of restriction and $93,028 is restricted.



We directly operate our
businesses in China through a wholly-owned subsidiary, Shenzhen Max Trend Green Energy Co., Ltd., which is a 100% owned subsidiary
of PGCG.



The following disclosures
have been added to the Critical Accounting Policies and Estimates section of the Management’s Discussion and Analysis of
Financial Condition and Results of Operations portion of the report.



Critical Accounting Policies and Estimates



The following disclosures
have been added to the subsection entitled “Cash and cash equivalents” under the Critical Accounting Policies and Estimates
section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations portion of the report.



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



As of October 31, 2012,
the amount of cash held by our PRC subsidiary was $991,312, of which $831,000 is free of restriction and $160,312 is restricted.
As of October 31, 2012, the amount of net assets held by our PRC subsidiary was $924,028, of which approximately $831,000 is free
of restriction and $93,028 is restricted.



We directly operate our
businesses in China through a wholly-owned subsidiary, Shenzhen Max Trend Green Energy Co., Ltd, which is a 100% owned subsidiary
of PGCG.

7









The subsections entitled
“Properties, plant and equipment” and “Revenue recognition” under the Critical Accounting Policies and
Estimates section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations portion of
the report have been amended and restated in its entirety as set forth below.



|· |  | Properties, plant and equipment
|- |  | -------------------------------



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



|Categories                       |  | Location of properties                                   |  | Expected useful life                                
|-------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------
|Freehold plantation land         |  | Palm oil plantation in Malaysia                          |  | Indefinite, as per land titles                      
|Leasehold land under development |  | Leasehold land in Puncak Alam, Malaysia                  |  | Remaining lease life of 88 years, as per land titles
|Freehold land under development  |  | Freehold land in Sungai Long, Cheras, Selangor, Malaysia |  | Indefinite, as per land titles                      
|Office furniture and equipment   |  |                                                          |  | 3-10 years                                          
|Motor vehicle                    |  |                                                          |  | 5 years                                             



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



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



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



Policy for Capitalizing Development Cost



The cost of buildings and
improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning,
developing, initial leasing and constructing a property are capitalized and classified as Real Estate in the consolidated balance
sheets. Capitalized development costs include interest, and other direct project costs incurred during the period of development.
As of October 31, 2012, there was no such capitalized interest.



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



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

8









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



The Company recognizes
its revenue in accordance with ASC 985-20 with respect to revenue generated in connection with software sales and ASC Topic 605,
“Revenue Recognition”, upon the delivery of its 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. The Company’s sale arrangements do not contain general rights of return.



(a)       Software sales



The Company generally sells
the software products in an arrangement that is bundled with maintenance and support service and/or website development service,
based upon the customers’ specification or modification.



The Company adopts ASC
985-20 and allocates the total arrangement fee among each element based on vendor-specific objective evidence of the relative fair
value of each of the elements. The Company limits its assessment of fair value of each element to the price charged when the same
element is sold separately. Under the residual method, the fair value of the undelivered elements is deferred and the remaining
portion of the arrangement fee is recognized as revenue, assuming collection is probable. For the billed software product sales,
the revenue from the undelivered element is included in deferred revenue and amortized ratably to revenue over its contractual
term, typically one year.



Revenues from the sale
of software products are recognized and completely earned upon shipment or electronic delivery of the product provided that persuasive
evidence of an arrangement exists, collection is probable, payment terms are fixed and determinable and no significant obligations
remain.



Revenues from the provision
of website development service including website design and development are recognized upon the ownership and operating rights
of website domain are transferred to the customers.



Revenues from the provision
of maintenance and support service are recognized when service rendered, which consist of technical support and software upgrades
and enhancements. The Company generally offers maintenance and support service to its customers for a period of twelve months,
free of charge or at a monthly fixed fee. Amounts invoiced or collected in advance from the customers of delivering maintenance
and support service is recorded as deferred revenue. Revenue is recognized when the related service is rendered.



(b)       Luxury consumer
products



The Company earns the revenue
from trading of luxury consumer products. Revenue is recognized when title passes to the customer, which is generally when the
product is shipped and delivered to the customers, assuming no significant the Company’s obligations remain and the collection
of relevant receivables is probable.



(c)       Plantation sales



The Company offers two
types of plantation products comprising of palm oil products and castor products.



Revenue from the sale of
palm oil product is recognized upon confirmation of the weight of fresh fruit bunches and shipment 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.



Revenue from castor products
includes sale of seeding and rendering of technical know-how under a bundled sales arrangement. The Company adopts ASC 605-25,
“Multiple-Element Arrangements” and recognizes revenue as services are performed when all of the following conditions
are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service offering has been delivered to the client; (3)
the collection of fees is probable; and (4) the amount of fees to be paid by the client is fixed or determinable.



A bundled sale arrangement
involves multiple deliverables provided by the Company, where bundled service deliverables are accounted for in accordance with
ASC 605-25.

9







The Company’s multi-element
arrangements generally include two deliverables. The first deliverable is castor oilseeds delivered at the time of sale. The second
deliverable is rendering of technical know-how service to plant the castor oilseeds when the principal terms of the service agreement
are fulfilled and the certificate of satisfaction is confirmed by the customers.



The Company uses a hierarchy
to determine the allocation of revenues to the deliverables. The hierarchy is as follows: (i) vendor-specific objective evidence
of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate
of the selling price (“BESP”).



|(i)   | VSOE generally exists only when a company sells the deliverable separately and is the price actually charged by the Company for that deliverable. Generally the Company does not sell the deliverables separately and, as such, does not have VSOE.                                     
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                         
|(ii)  | TPE can be substantiated by determining the price that other parties sell similar or substantially similar offerings. The Company does not believe that there is accessible TPE evidence for similar deliverables.                                                                      
|      |                                                                                                                                                                                                                                                                                         
|(iii) | BESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company believes that BESP is the most appropriate methodology for determining the allocation of revenue among the multiple elements.



The Company has allocated
revenues between these two deliverables using the relative selling price method which is based on the estimated selling price for
all deliverables. Revenues allocated to the delivered castor oilseeds and are recognized at the time of sale provided the other
conditions for recognition of revenues have been met. Revenues allocated to the rendering of technical know-how service are deferred
and recognized on a straight-line basis over the estimated life of the service, which currently is 6-12 months.





10







ITEM 8.   Financial
Statements and Supplementary Data.



Separate Report on the Audit of Internal
Control



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





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



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



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



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



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



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



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



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



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



/s/ Borgers & Cutler CPA’s PC



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

11









PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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





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



The following disclosures
have been added to the section entitled “Cash and cash equivalents” under Note 3 to the Financial Statements.



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



As of October 31, 2012,
the amount of cash held by our PRC subsidiary was $991,312, of which $831,000 is free of restriction and $160,312 is restricted.
As of October 31, 2012, the amount of net assets held by our PRC subsidiary was $924,028, of which approximately $831,000 is free
of restriction and $93,028 is restricted.



We directly operate our
businesses in China through a wholly-owned subsidiary, Shenzhen Max Trend Green Energy Co., Ltd, which is a 100% owned subsidiary
of PGCG.





The sections entitled “Properties,
plant and equipment” and “Revenue recognition” under Note 3 to the Financial Statements have been amended and
restated in their entirety as set forth below.



|· |  | Properties, plant and equipment
|- |  | -------------------------------



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



|Categories                       |  | Location of properties                                   |  | Expected useful life                                
|-------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------
|Freehold plantation land         |  | Palm oil plantation in Malaysia                          |  | Indefinite, as per land titles                      
|Leasehold land under development |  | Leasehold land in Puncak Alam, Malaysia                  |  | Remaining lease life of 88 years, as per land titles
|Freehold land under development  |  | Freehold land in Sungai Long, Cheras, Selangor, Malaysia |  | Indefinite, as per land titles                      
|Office furniture and equipment   |  |                                                          |  | 3-10 years                                          
|Motor vehicle                    |  |                                                          |  | 5 years                                             



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



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



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

12







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,
2012, there was no such capitalized interest.



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



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



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



The Company recognizes
its revenue in accordance with ASC 985-20 with respect to revenue generated in connection with software sales and ASC Topic 605,
“Revenue Recognition”, upon the delivery of its 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. The Company’s sale arrangements do not contain general rights of return.



(a)       Software sales



The Company generally sells
the software products in an arrangement that is bundled with maintenance and support service and/or website development service,
based upon the customers’ specification or modification.



The Company adopts ASC
985-20 and allocates the total arrangement fee among each element based on vendor-specific objective evidence of the relative fair
value of each of the elements. The Company limits its assessment of fair value of each element to the price charged when the same
element is sold separately. Under the residual method, the fair value of the undelivered elements is deferred and the remaining
portion of the arrangement fee is recognized as revenue, assuming collection is probable. For the billed software product sales,
the revenue from the undelivered element is included in deferred revenue and amortized ratably to revenue over its contractual
term, typically one year.



Revenues from the sale
of software products are recognized and completely earned upon shipment or electronic delivery of the product provided that persuasive
evidence of an arrangement exists, collection is probable, payment terms are fixed and determinable and no significant obligations
remain.



Revenues from the provision
of website development service including website design and development are recognized upon the ownership and operating rights
of website domain are transferred to the customers.



Revenues from the provision
of maintenance and support service are recognized when service rendered, which consist of technical support and software upgrades
and enhancements. The Company generally offers maintenance and support service to its customers for a period of twelve months,
free of charge or at a monthly fixed fee. Amounts invoiced or collected in advance from the customers of delivering maintenance
and support service is recorded as deferred revenue. Revenue is recognized when the related service is rendered.



(b)       Luxury consumer
products



The Company earns the revenue
from trading of luxury consumer products. Revenue is recognized when title passes to the customer, which is generally when the
product is shipped and delivered to the customers, assuming no significant the Company’s obligations remain and the collection
of relevant receivables is probable.

13







(c)       Plantation sales



The Company offers two
types of plantation products comprising of palm oil products and castor products.



Revenue from the sale of
palm oil product is recognized upon confirmation of the weight of fresh fruit bunches and shipment 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.



Revenue from castor products
includes sale of seeding and rendering of technical know-how under a bundled sales arrangement. The Company adopts ASC 605-25,
“Multiple-Element Arrangements” and recognizes revenue as services are performed when all of the following conditions
are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service offering has been delivered to the client; (3)
the collection of fees is probable; and (4) the amount of fees to be paid by the client is fixed or determinable.



A bundled sale arrangement
involves multiple deliverables provided by the Company, where bundled service deliverables are accounted for in accordance with
ASC 605-25.



The Company’s multi-element
arrangements generally include two deliverables. The first deliverable is castor oilseeds delivered at the time of sale. The second
deliverable is rendering of technical know-how service to plant the castor oilseeds when the principal terms of the service agreement
are fulfilled and the certificate of satisfaction is confirmed by the customers.



The Company uses a hierarchy
to determine the allocation of revenues to the deliverables. The hierarchy is as follows: (i) vendor-specific objective evidence
of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate
of the selling price (“BESP”).



|(i)   | VSOE generally exists only when a company sells the deliverable separately and is the price actually charged by the Company for that deliverable. Generally the Company does not sell the deliverables separately and, as such, does not have VSOE.                                      | 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      |                                                                                                                                                                                                                                                                                          | 
|(ii)  | TPE can be substantiated by determining the price that other parties sell similar or substantially similar offerings. The Company does not believe that there is accessible TPE evidence for similar deliverables.                                                                       | 
|      |                                                                                                                                                                                                                                                                                          | 
|(iii) | BESP reflects the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis. The Company believes that BESP is the most appropriate methodology for determining the allocation of revenue among the multiple elements. | 



The Company has allocated
revenues between these two deliverables using the relative selling price method which is based on the estimated selling price for
all deliverables. Revenues allocated to the delivered castor oilseeds and are recognized at the time of sale provided the other
conditions for recognition of revenues have been met. Revenues allocated to the rendering of technical know-how service are deferred
and recognized on a straight-line basis over the estimated life of the service, which currently is 6-12 months.

14







ITEM 11.   EXECUTIVE
COMPENSATION.



Compensation of Directors



During our fiscal year
ended October 31, 2012, we did not provide compensation to any of our employee directors for serving as our director. We currently
have no formal plan for compensating our employee directors for their services in their capacity as directors, although we may
elect to issue stock options to such persons from time to time.



Non-Employee Director Fees



Our Compensation Committee
and Board determines the form and amount of compensation for our non-employee directors based on informal surveys of similar companies
and the amount necessary to attract and retain such directors. For the fiscal year ended October 31, 2012, we paid each of our
non-employee directors as follows:



|Name                   | Fees earned or paid in cash*($) | Stock awards($) | Option awards($) | Non-equity incentive plan compensation($) | Change in pension value and nonqualified deferred compensation earnings | All other compensation($) | Total($) 
|---------------------- | ------------------------------- | --------------- | ---------------- | ----------------------------------------- | ----------------------------------------------------------------------- | ------------------------- | ---------
|(a)                    | (b)                             | (c)             | (d)              | (e)                                       | (f)                                                                     | (g)                       | (h)      
|Amirrudin Bin Che Embi | $5,974.56                       |                 |                  |                                           |                                                                         |                           | $5,974.56
|Peijin Wu Harrison     | $15,500                         |                 |                  |                                           |                                                                         |                           | $15,000  
|Ee Ring Yap            | $5,974.56                       |                 |                  |                                           |                                                                         |                           | $5,974.56

*Cash
compensation was paid in Malaysian Ringgit, our functional currency. The Malaysian Ringgit was converted into United States Dollars
using the exchange rate prevailing at the dates of payment at an average annualized rate of 3.1132 for fiscal year ended October
31, 2012.



15





SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



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



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



|Signature                                                             |  | Title                                                                                                       |  | Date              
|--------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | ------------------
|                                                                      |  |                                                                                                             |  |                   
|/s/ Weng Kung Wong                                                    |  | Chief Executive Officer                                                                                     |  |                   
|Weng Kung Wong                                                        |  | and Director                                                                                                |  | September 25, 2014
|                                                                      |  | (Principal Executive Officer)                                                                               |  |                   
|                                                                      |  |                                                                                                             |  |                   
|/s/ Liong Tat Teh
        Liong Tat Teh                               |  | Chief Financial Officer and Director
        (Principal Financial Officer and Principal Accounting Officer) |  | September 25, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Dato’ Amiruddin Bin Che Embi
        Dato’ Amiruddin Bin Che Embi |  | Director                                                                                                    |  | September 25, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Peijin W. Harrison
        Peijin W. Harrison                     |  | Director                                                                                                    |  | September 25, 2014
|                                                                      |  |                                                                                                             |  |                   
|/s/ Ham Poh Chai
        Ham Poh Chai                                 |  | Director                                                                                                    |  | September 25, 2014













16