PRIME GLOBAL CAPITAL GROUP Inc - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - PRIME GLOBAL CAPITAL GROUP Inc	Financial_Report.xls
EX-32.1 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc	prime_ex3201.htm
EX-21 - LIST OF SUBSIDIARIES - PRIME GLOBAL CAPITAL GROUP Inc	prime_ex21.htm
EX-31.1 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc	prime_ex3101.htm
EX-31.2 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc	prime_ex3102.htm
EX-32.2 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc	prime_ex3202.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

E-5-2, Megan Avenue 1, Block E

Jalan Tun Razak

50400 Kuala Lumpur, Malaysia

603 2162 0773

(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

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 ☐

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

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

Large accelerated filer x		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐
(Do not check if smaller reporting company)

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

As of September 15, 2014, the issuer had outstanding 512,682,393 shares of common stock.

TABLE OF CONTENTS

		Page


PART I	FINANCIAL INFORMATION

ITEM 1	Financial Statements

	Condensed Consolidated Balance Sheets as of July 31, 2014 (Unaudited) and October 31, 2013 (Audited)	1

	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended July 31, 2014 and 2013 (Unaudited)	2

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2014 and 2013 (Unaudited)	3

	Notes to Condensed Consolidated Financial Statements (Unaudited)	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	34

ITEM 4	Controls and Procedures	35

PART II	OTHER INFORMATION

ITEM 1	Legal Proceedings	36

ITEM 1A	Risk Factors	36

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	36

ITEM 3	Defaults upon Senior Securities	36

ITEM 4	Mine Safety Disclosures	36

ITEM 5	Other Information	36

ITEM 6	Exhibits	37

SIGNATURES		38

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements

PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	July 31, 2014			October 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	3,278,794		$	659,647
Accounts receivable		1,234,989			42,180
Advances to suppliers, net		–			448,769
Deposits and other receivables		29,147			20,770

Total current assets		4,542,930			1,171,366

Property, plant and equipment, net		59,625,111			60,571,938
TOTAL ASSETS	$	64,168,041		$	61,743,304

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,172		$	4,915
Amount due to a related party		294,334			305,289
Advances from third parties		769,013			777,013
Income tax payable		829,738			907,953
Current portion of long-term bank loan		653,570			628,707
Current portion of obligation under finance lease		18,297			11,013
Accrued liabilities and other payables		1,321,129			424,259

Total current liabilities		3,898,253			3,059,149

Long-term liabilities:
Amount due to a director		4,631,796			7,281,993
Long-term bank loan		14,644,026			15,145,266
Obligation under finance lease		25,712			35,599

Total liabilities		23,199,787			25,522,007

Commitments and contingencies

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, as of July 31, 2014 and October 31, 2013		512,683			512,683
Additional paid-in capital		41,591,885			35,088,677
Accumulated other comprehensive loss		(739,560	)		(343,534	)
(Accumulated loss) retained earnings		(233,646	)		963,471
		41,131,362			36,221,297
Non-controlling interest		(163,108	)		–

Total stockholders’ equity		40,968,254			36,221,297

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	64,168,041		$	61,743,304

See accompanying notes to condensed consolidated financial statements.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

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

(Unaudited)

	Three months ended July 31,						Nine months ended July 31,
	2014			2013			2014			2013
Revenues, net:
Software business	$	–		$	–		$	–		$	1,620,759
Plantation business		71,468			46,823			215,629			145,994
Rental income		543,781			30,534			1,485,341			60,076
Total revenues, net		615,249			77,357			1,700,970			1,826,829

Cost of revenues		(56,398	)		(46,181	)		(286,696	)		(112,725	)

Gross profit		558,851			31,176			1,414,274			1,714,104

Operating expenses:
General and administrative		(456,000	)		(398,622	)		(1,702,300	)		(1,126,242	)

(Loss) income from operations		102,851			(367,446	)		(288,026	)		587,862

Other (expense) income
Dividend income		–			–			–			26,005
Realized loss from sale of available-for-sale securities		–			–			–			(360,256	)
Interest income		154			–			16,420			1
Interest expense		(293,981	)		(649,857	)		(868,920	)		(668,331	)
Loss on disposal of property, plant and equipment		(1,921	)		–			(1,921	)		–
Other income		54			11,964			8,610			18,781

Loss before income taxes		(192,843	)		(1,005,339	)		(1,133,837	)		(395,938	)

Income tax (expense) credit		(98	)		28,993			(9,356	)		(310,698	)

NET LOSS	$	(192,941	)	$	(976,346	)	$	(1,143,193	)	$	(706,636	)

Less: Net income attributable to non-controlling interest		(6,890	)		–			(53,924	)		–

NET LOSS ATTRIBUTABLE TO THE COMPANY	$	(199,831	)	$	(976,346	)	$	(1,197,117	)	$	(706,636	)

Other comprehensive income (loss):
- Foreign exchange adjustment gain (loss)		227,502			(1,209,472	)		(396,026	)		(823,849	)

COMPREHENSIVE INCOME (LOSS)	$	27,671		$	(2,185,818	)	$	(1,593,143	)	$	(1,530,485	)

Net loss per share – Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common stock outstanding – Basic and diluted		512,682,393			512,682,393			512,682,393			512,682,393

See accompanying notes to condensed consolidated financial statements.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Nine months ended July 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(1,143,193	)	$	(706,636	)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation of property, plant and equipment		523,499			48,535
Impairment loss on advances to suppliers		447,524			–
Loss on disposal of property, plant and equipment		1,921			–
Realized loss from sale of available-for-sale securities		–			360,256
Changes in operating assets and liabilities:
Accounts receivable		(1,168,917	)		30,076
Advances to suppliers		456			(800,013	)
Deposits and other receivables		(8,412	)		(48,397	)
Accounts payable		7,158			3,525
Income tax payable		(67,515	)		244,529
Rental deposits from tenants		314,401			–
Advances from third parties		–			597,530
Accrued liabilities and other payables		566,019			509,434
Net cash (used in) provided by operating activities		(527,059	)		238,839

Cash flows from investing activities:
Proceeds from non-controlling interest		6,226,553			–
Proceeds from sale of marketable securities		–			6,305,102
Purchase of property, plant and equipment		(31,870	)		(51,090	)
Proceeds from disposal of property, plant and equipment		5,535			–
Payment on land, commercial buildings and plantation purchase		–			(28,440,490	)
Net cash provided by (used in) investing activities		6,200,218			(22,186,478	)

Cash flows from financing activities:
(Repayment to) advances from related parties		(2,534,572	)		5,256,017
Proceeds from bank loans		–			16,194,197
Repayments on bank loans		(307,577	)		–
Payments on finance lease		(2,080	)		(6,265	)
Net cash (used in) provided by financing activities		(2,844,229	)		21,443,949

Foreign currency translation adjustment		(209,783	)		(22,681	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,619,147			(526,371	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		659,647			1,336,849

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,278,794		$	810,478

Cash paid for income tax	$	–		$	66,169
Cash paid for interest	$	851,353		$	668,331

See accompanying notes to condensed consolidated financial statements.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

NOTE – 1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of October 31, 2013 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year ending October 31, 2014 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended October 31, 2013.

NOTE – 2 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 current name to Prime Global Capital Group Incorporated.

Currently, the Company, through its subsidiaries, is principally engaged in the operation of a palm oil plantation, trading of castor oil seeding, provision of IT consulting and programming services, and acquisition and development of commercial and residential real estate properties in Malaysia.

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	1,000,000 issued shares of ordinary shares of MYR 1 each	Provision of IT consulting and programming services and distributing consumer products

2.	Power Green Investments Limited (“PGIL”)	British Virgin Islands	July 13, 2011	1 issued share of US$ 1 each	Inactive operation

3.	PGCG Properties Investment Limited (“PPIL”)	British Virgin Islands	September 1, 2011	1 issued share of US$ 1 each	Inactive operation

4.	Virtual Setup Sdn. Bhd. (“VSSB”)	Malaysia	July 17, 2010	2 issued shares of ordinary shares of MYR 1 each	Operation of Oil Palm plantation

5.	PGCG Assets Holdings Sdn. Bhd. (“PGCG Assets”)	Malaysia	March 21, 2012	2,000,000 issued shares of ordinary shares of MYR 1 each	Investment in land & buildings

6.	PGCG Development Sdn. Bhd. (“PGCG Development”)	Malaysia	March 21, 2012	250,000 issued shares of ordinary shares of MYR 1 each	Inactive operation

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)


7.	PGCG Plantations Sdn. Bhd. (“PGCG Plantation”)	Malaysia	October 4, 2011	2 issued shares of ordinary shares of MYR 1 each	Holding company of VSSB

8.	Max Trend International Limited (“Max Trend”)	Hong Kong	August 19, 2010	2 issued shares of ordinary shares of HK$ 1 each	Holding company of Max Trend WFOE

9.	Shenzhen Max Trend Green Energy Company Limited (Max Trend WOFE) (“SMTG”)	The People’s republic of china (“PRC”), Shenzhen	July 7, 2011	RMB 1,000,000	Castor cultivation, advisory services, and trading

10.	Dunford Corporation Sdn. Bhd	Malaysia	October 4, 1990	242,000 issued shares of ordinary shares of MYR 1 each	Property holding land

11.	Impiana Maksima Sdn. Bhd.	Malaysia	March 15, 2013	2 issued shares of ordinary shares of MYR 1 each	Property development

12.	PGCG Constructions Sdn. Bhd.	Malaysia	April 16, 2013	2 issued shares of ordinary shares of MYR 1 each	Construction of properties

13.	Fiesta Senada Sdn Bhd	Malaysia	November 20, 2012	2 issued shares of ordinary shares of MYR 1 each	Dormant

14.	Havana Avenue Sdn Bhd	Malaysia	April 3, 2014	2 issued shares of ordinary shares of MYR 1 each	Dormant

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

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

NOTE – 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

Use of estimates

In preparing these condensed 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 periodrs reported. Actual results may differ from these estimates.

Basis of consolidation

The condensed 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 are carried at cost and 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.

	July 31, 2014		October 31, 2013
Bank balances held by financial institutions located in:
Malaysia	$	3,165,085	$	515,023
Hong Kong		13		10,433
The PRC		113,201		132,231
		3,278,299		657,687
Cash on hand in Malaysia		495		1,960
	$	3,278,794	$	659,647

As of July 31, 2014, the restricted amount of cash held by our PRC subsidiary in China was $113,201.

As of October 31, 2013, the restricted amount of cash held by our PRC subsidiary in China was $132,231.

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 will consider 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.

Advances to suppliers

The Company generally makes advanced payments to suppliers for the purchase of its castor oil seeding in the normal course of business. Advances to suppliers are recorded when payment is made by the Company and relieved against inventory when goods are received. The advance payments to suppliers may include provisions that set the purchase price and delivery date of raw materials. Advances to suppliers are interest free and unsecured.

To date, all castor oil seeding relating to these advances have not delivered and the Company has considered for any estimated losses resulting from such non-delivery. The Company will take further actions and exhaust all means of collection of such advances, including seeking legal resolution in a court of law. At July 31, 2014 and October 31, 2013, the allowance for doubtful accounts totaled $891,555 and $441,953, respectively.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

Properties, plant and equipment

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

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

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

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

The Company has complied with the technical requirements for issuance of a development order to develop its land. The Company expects the approval to be made available when the new Selangor state government is formed, hopefully within the next 12 months.

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.

Depreciation expense for the three months ended July 31, 2014 and 2013 was $176,811 and $17,680, respectively.

Depreciation expense for the nine months ended July 31, 2014 and 2013 was $523,499 and $48,535, respectively.

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 July 31, 2014, 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.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

Finance leases

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

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) 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.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

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.

The Company generally leases the units under operating leases with terms of two years or less. During the first quarter, the Company signed a twenty year lease covering the majority of its 15 story building. For the nine months ended July 31, 2014 and 2013, we have recorded $1,485,341 and $60,076 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 July 31, 2014, 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

19,987

33%

Menara CMY

91,848

We expect to record approximately $2.2 million in annual lease revenue under the operating lease arrangements in the next twelve months through July 31, 2015.

The Company leases store location and office spaces to the tenants under operating lease arrangements. The Company receives rental income from the real estates it owns for a stated period of times. 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 two years with renewal options and do not contain escalating rent amounts. Rent concessions are recognized as an offset to revenues collected over the term of the underlying lease.

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

For leases classified as operating, the Company’s lessee records rent expense on a straight-line basis over the lesser of the lease term, including renewal options, taking into consideration of rent holidays or any rent concessions.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

Cost of revenues

Cost of revenue on software sales primarily includes the purchase cost of software products and the labor cost incurred in the modifications, customization and enhancement of software products, the development of websites and maintenance and support services. All costs are expensed off when the software products and its related website domain are transferred to the customer.

Cost of revenue on sales of luxury consumer products primarily consists of the purchase cost of luxury consumer products.

Cost of revenue on plantation sales includes rental on plantation land, material supplies and subcontracting costs incurred for planting, fertilizing and harvesting the palm oil tree. Shipping and handling costs associated with the distribution of fresh fruit bunches to the customers are also included in cost of revenues.

Rental expenses shown on the accompanying statements of operations include costs associated with 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 comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

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 periods 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 the PRC 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”), Hong Kong Dollars (“HK$”) and Renminbi Yuan (“RMB”), 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.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

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

	As of and for the period ended July 31,
	2014		2013
Period-end RMB : US$1 exchange rate		6.1690		6.1792
Period-average RMB : US$1 exchange rate		6.1418		6.2499
Period-end HK$ : US$1 exchange rate		7.7502		7.7561
Period-average HK$ : US$1 exchange rate		7.7548		7.7570
Period-end MYR : US$1 exchange rate		3.1859		3.2352
Period-average MYR : US$1 exchange rate		3.2522		3.0961

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 period ended July 31, 2014, the Company operates in four reportable operating segments in Malaysia and China.

Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding obligation under finance lease): cash and cash equivalents, accounts receivable, deposits and other receivables, deferred revenue, income tax payable, amount due to a director, accrued liabilities 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 approximates the carrying amount.

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

Recent accounting pronouncements

The Company has reviewed all 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.

NOTE – 4 NON-CONTROLLING INTEREST

On January 1, 2014, the Company’s subsidiaries, PGCG Assets was indebted to UHT in the amount of RM106,278,357, or approximately US$32,591,725. On January 20, 2014, PGCG Assets issued to UHT 800,000 shares of its Common Stock in exchange for a reduction of the outstanding principal amount of the loan in the amount of RM 86,278,360, or approximately US$26,458,450. PGCG Assets intends to repay the remaining balance of RM 20,000,000 in cash within one month. PGCG Assets is a wholly owned subsidiary of UHT, and UHT is a wholly owned subsidiary of Prime Global Capital Group Incorporated, a Nevada corporation.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

On January 20, 2014, 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 US$ 6,133,276. PGCG Assets expects to receive net proceeds of approximately RM20,000,000, or approximately US$6,133,276 from the sale of its securities and intends to use 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, reducing its ownership interest in PGCG Assests from 100% to 90%. 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.

Non-controlling interests are recorded at fair value, in accordance with the provisions of ASC Topic 810, “Consolidation ”, and are reported as a component of the equity, separate from the Company’s equity. Sale of subsidiary shares that do not result in a change of control is accounted for as an equity transaction. Results of operations attributable to the non-controlling interests have been included in the consolidated results of operations from February 1, 2014.

NOTE – 5 AMOUNTS DUE TO RELATED PARTIES

	July 31, 2014		October 31, 2013
Current portion:
Amount due to a related party, which were unsecured, interest-free and repayable on demand,
Mr. Pua Woi Khang, a subsidiary’s director	$	294,334	$	295,289

Non-current portion:
Amount due to a related party, where was unsecured, interest-free and not expected to be repaid in the next twelve months
Mr. Weng Kung Wong, the Company’s director	$	4,631,796	$	7,281,993

NOTE – 6 ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the following:

	July 31, 2014		October 31, 2013

Accrued operating expenses	$	63,230	$	198,568
Accrued interest expense		19,289		110,094
Rental deposits paid by tenants		365,521		45,041
Utilities deposits paid by tenants		181,756		–
Deposits received from potential investor		627,766		–
Potential tax penalty liability		50,000		50,000
Other payable		13,567		20,556
	$	1,321,129	$	424,259

NOTE – 7 BANK LOANS

	July 31, 2014			October 31, 2013
Bank loans from financial institutions in Malaysia,
Hong Leong Bank Berhad	$	12,278,847		$	12,670,809
RHB Bank Berhad		3,018,749			3,103,164
		15,297,596			15,773,973
Less: current portion		(653,570	)		(628,707	)
Bank loans, net of current portion	$	14,644,026		$	15,145,266

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

15 Story Bank Loan

In December 2012, the Company, through PGCG Assets obtained a loan in the principal amount of RM41,000,000 from Hong Leong 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 1.75% per annum over the lending rate, variable rate quoted by the bank, with 180 monthly installments over a period of 15 years and will mature on July 31, 2028.

The loan is secured by all assets held by PGCG Assets and is personally guaranteed by the director and chief executive officer of the Company, Mr. Weng Kung Wong and the director of the Company’s subsidiary, Mr. Kok Wai Chai and its subsidiary, UHT.

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 a twelve story office building property, which bears interest at a rate of 1.90% per annum over the lending rate, variable rate quoted by the bank, with 288 monthly installments over a period of 24 years and will mature in 2037.

As of July 31, 2014, the minimum future payments of the aggregate bank borrowings in the next five years and thereafter are as follows:

Period ending July 31:
2015	$	653,570
2016		698,466
2017		747,203
2018		800,109
2019		857,539
Thereafter		11,540,709

Total:	$	15,297,596

For the nine months ended July 31, 2014, the lending rate is 6.6% per annum.

NOTE – 8 OBLIGATION UNDER FINANCE LEASE

The Company purchased motor vehicle under a finance lease agreement with the effective interest rate of 6.58% per annum, due through July 21, 2017, with principal and interest payable monthly. The obligation under the finance lease is as follows:

	July 31, 2014			October 31, 2013

Finance lease	$	53,698		$	48,000
Less: interest expense		(9,689	)		(1,388	)

Net present value of finance lease	$	44,009		$	46,612

Current portion	$	18,297		$	11,013
Non-current portion		25,712			35,599

Total	$	44,009		$	46,612

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

As of July 31, 2014, the maturities of the finance lease for each of the four years are as follows:

Period ending July 31:
2015	$	18,297
2016		10,900
2017		10,226
2018		4,586

Total	$	44,009

NOTE – 9 INCOME TAXES

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

	Nine months ended July 31,
	2014			2013
Tax jurisdictions from:
– Local	$	(87,325	)	$	(202,701	)
– Foreign, representing:
Malaysia		(569,891	)		58,504
Hong Kong		(102	)		(51	)
The PRC		(476,519	)		(57,574	)
Loss before income taxes	$	(1,133,837	)	$	(201,822	)

Provision for income taxes consisted of the following:

	Nine months ended July 31,
	2014		2013
Current:
– Local	$	–	$	–
– Foreign, representing:
BVI		–		–
Malaysia		9,356		310,698
Hong Kong		–		–
The PRC		–		–

Deferred:
– Local		–		–
– Foreign		–		–
Income tax expense	$	9,356	$	310,698

The effective tax rate in the periods 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 periods 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 July 31, 2014, the operations in the United States of America incurred $111,457 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2034, if unutilized. The Company has provided for a full valuation allowance of $39,010 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not 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 $50,000 at July 31, 2014.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

British Virgin Islands

Under the current BVI law, the Company’s subsidiaries are not subject to tax on income. No provision for income tax is required due to operating loss incurred.

Hong Kong

Max Trend is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income. No provision for income tax is required due to operating loss incurred. The Company has provided for a full valuation allowance against the deferred tax assets of $882 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The PRC

SMTG is subject to the Corporate Income Tax governed by the Income Tax Law of the People’s Republic of China with a unified statutory income tax rate of 25%. No provision for income tax is required due to operating loss incurred during the three and nine months ended July 31, 2014.

Malaysia

All of the Company’s subsidiaries operating in Malaysia subject to the Malaysia Corporate Tax Laws at a progressive income tax rate starting from 20% on the assessable income for its tax year. A reconciliation of (loss) income before income taxes to the effective tax rate as follows:

	Nine months ended July 31,
	2014			2013

Loss before income taxes	$	(569,891	)	$	(402,745	)
Statutory income tax rate		20	%		20	%
Income tax at statutory tax rate		(113,978	)		(80,548	)
Tax effect of non-deductible expenses		118,021			173,541
Tax effect of tax allowances		–			(1,960	)
Tax adjustment		–			54,532
Net operating loss		5,313			165,133
Income tax expense	$	9,356		$	310,698

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2014 and October 31, 2013:

	July 31, 2014			October 31, 2013
Deferred tax assets:
Capital loss	$	44,199		$	44,199
Net operating loss carryforwards
- United States of America		39,010			8,446
- Hong Kong		882			865
- The PRC		7,217			–
Total deferred tax assets		91,308			53,510
Less: valuation allowance		(91,308	)		(53,510	)
Deferred tax assets	$	–		$	–

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

NOTE – 10 STOCKHOLDERS’ EQUITY

As of July 31, 2014, the number of shares of the Company’s common stock issued and outstanding is 512,682,393 shares. There are no shares of preferred stock issued and outstanding.

NOTE – 11 RELATED PARTY TRANSACTIONS

For the three months ended July 31, 2014 and 2013, the Company leased an office premise at the current market value of $0 and $2,397 from a related company, respectively, which is controlled by the director and chief executive officer of the Company, Mr. Weng Kung Wong in the normal course of business.

For the nine months ended July 31, 2014 and 2013, the Company leased an office premise at the current market value of $9,166 and $7,267 from a related company, respectively, which is controlled by the director and chief executive officer of the Company, Mr. Weng Kung Wong in the normal course of business.

NOTE – 12 SEGMENT INFORMATION

(a)

Business segment reporting

The Company operates four reportable business segments, as defined by ASC Topic 280:

Software business – sale of software products and website development

Trading business – trading of luxury consumer products

Plantation business – sale of palm oil products and oilseed

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

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 periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

	Three months ended July 31, 2014
		Software Business			Trading Business		Plantation Business			Real Estate Business			Corporate			Total

Revenues from external customer	$	–		$	–	$	71,468		$	543,781		$	–		$	615,249
Inter-segment revenue		–			–		–			10,996			–			10,996
Revenues, net		–			–		71,468			554,777			–			626,245
Cost of revenues		–			–		(35,739	)		(20,659	)		–			(56,398	)
Gross profit		–			–		35,729			523,122			–			558,851
Depreciation		1,049			–		4,700			161,293			9,769			176,811
Net loss		(1,049	)		–		(11,971	)		(5,111	)		(174,810	)		(192,941	)
Total assets		11,771			–		7,886,423			56,103,766			166,081			64,168,041
Expenditure for long-lived assets	$	–		$	–	$	30,333		$	–		$	–		$	30,333

	Three months ended July 31, 2013
		Software Business			Trading Business		Plantation Business			Real Estate Business			Corporate			Total

Revenues, net	$	–		$	–	$	46,823		$	30,534		$	–		$	77,357
Cost of revenues		(7,704	)		–		(38,477	)		–			–			(46,181	)
Gross profit		(7,704	)		–		8,346			30,534			–			31,176
Depreciation		1,037			–		4,621			1,984			10,038			17,680
Net loss		(27,071	)		–		(19,206	)		(692,340	)		(237,729	)		(976,346	)
Total assets		23,183			–		8,675,347			52,996,012			124,558			61,819,100
Expenditure for long-lived assets	$	–		$	–	$	–		$	28,440,490		$	51,090		$	28,491,580

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

	Nine months ended July 31, 2014
		Software Business			Trading Business		Plantation Business			Real Estate Business			Corporate			Total

Revenues from external customer	$	–		$	–	$	215,629		$	1,485,341		$	–		$	1,700,970
Inter-segment revenue		–			–		–			10,996			–			10,996
Revenues, net		–			–		215,629			1,496,337			–			1,711,966
Cost of revenues		–			–		(124,956	)		(161,740	)		–			(286,696	)
Gross profit		–			–		90,673			1,323,601			–			1,414,274
Depreciation		3,108			–		13,553			477,894			28,944			523,499
Net loss		(3,108	)		–		(452,747	)		(173,370	)		(513,968	)		(1,143,193	)
Total assets		11,771			–		7,886,423			56,103,766			166,081			64,168,041
Expenditure for long-lived assets	$	–		$	–	$	30,333		$	–		$	1,537		$	31,870

	Nine months ended July 31, 2013
		Software Business			Trading Business		Plantation Business			Real Estate Business			Corporate			Total

Revenues, net	$	1,620,759		$	–	$	145,994		$	60,076		$	–		$	1,826,829
Cost of revenues		(21,436	)		–		(91,289	)		–			–			(112,725	)
Gross profit		1,599,323			–		54,705			60,076			–			1,714,104
Depreciation		3,143			–		14,004			2,330			29,058			48,535
Net loss		1,567,122			–		(48,666	)		(919,500	)		(1,305,592	)		(706,636	)
Total assets		23,183			–		8,675,347			52,996,012			124,558			61,819,100
Expenditure for long-lived assets	$	–		$	–	$	–		$	28,440,490		$	51,090		$	28,491,580

All long-lived assets are located in Malaysia.

(b)

Geographic segment reporting

In respect of geographical segment reporting, sales are based on the countries in which the customer is located, as follows:

	Three months ended July 31,
	2014		2013
Revenues, net
Malaysia	$	615,249	$	77,357
The PRC		–		–
Total revenues, net	$	615,249	$	77,357

	Nine months ended July 31,
	2014		2013
Revenues, net
Malaysia	$	1,700,970	$	1,817,092
The PRC		–		9,737
Total revenues, thereon	$	1,700,970	$	1,826,829

As of July 31, 2014, there were no net assets held by our PRC subsidiary, since it suffered from capital deficit.

As of October 31, 2013, the amount of net assets held by our PRC subsidiary was $426,531, of which approximately $384,000 is free of restriction and $42,531 is restricted.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

NOTE – 13 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended July 31, 2014 and 2013, the customer who accounted for 10% or more of the Company’s revenues is presented as follows:

		Three months ended July 31, 2014					July 31, 2014
	Business segment	Revenues		Percentage of revenues			Trade accounts receivable

Customer H	Real estate	$	1,319,107		13	%	$	1,173,923
Customer I	Plantation		215,629		78	%		9,275
Total:		$	1,534,736		91	%	$	1,183,198

		Three months ended July 31, 2013					July 31, 2013
	Business segment	Revenues		Percentage of revenues			Trade accounts receivable

Customer C	Plantation	$	46,774		60	%	$	–
Customer G	Real estate		30,552		39	%		–
Total:		$	77,326		99	%	$	–

For the nine months ended July 31, 2014 and 2013, the customer who accounted for 10% or more of the Company’s revenues is presented as follows:

		Nine months ended July 31, 2014					July 31, 2014
	Business segment	Revenues		Percentage of revenues			Trade accounts receivable

Customer H	Real estate	$	499,829		81	%	$	1,173,923
Customer I	Plantation		71,468		12	%		9,275
Total:		$	571,297		93	%	$	1,183,198

		Nine months ended July 31, 2013					July 31, 2013
	Business segment	Revenues		Percentage of revenues			Trade accounts receivable

Customer D	Software	$	484,484		27	%	$	–
Customer E	Software		484,484		27	%		–
Customer F	Software		645,978		35	%		–
Total:		$	1,614,946		89	%	$	–

All customers are located in Malaysia.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

(b) Major vendors

For the three months ended July 31, 2014 and 2013, the vendor who accounted for 10% or more of the Company’s purchases is presented as follows:

	Three months ended July 31, 2014					July 31, 2014
	Purchase		Percentage of purchase			Trade accounts payable

Vendor E	$	8,620		25	%	$	–
Vendor F		3,906		11	%		–
Total:	$	12,526		36	%	$	–

	Three months ended July 31, 2013					July 31, 2013
	Purchase		Percentage of purchase			Trade accounts payable

Vendor C	$	5,610		12	%	$	–
Vendor E		14,341		31	%		–
Vendor F		6,151		13	%		–
Total:	$	26,102		56	%	$	–

For the nine months ended July 31, 2014 and 2013, the vendor who accounted for 10% or more of the Company’s purchases is presented as follows:

	Nine months ended July 31, 2014					July 31, 2014
	Purchase		Percentage of purchase			Trade accounts payable

Vendor E	$	27,613		22	%	$	–
Vendor F		37,855		30	%		–
Total:	$	65,468		52	%	$	–

	Nine months ended July 31, 2013					July 31, 2013
	Purchase		Percentage of purchase			Trade accounts payable

Vendor C	$	17,005		15	%	$	–
Vendor E		14,341		13	%		–
Vendor F		12,024		11	%		–
Total:	$	43,370		39	%	$	–

All vendors are located in Malaysia.

(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.

PRIME GLOBAL CAPITAL GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2014 AND 2013

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

(Unaudited)

(d) Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from bank loans and finance leases. The Company manages interest rate risk by varying the issuance and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of July 31, 2014, bank loans and finance leases were at fixed rates.

(e) Exchange rate risk

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

(f) Economic and political risks

Substantially all of the Company’s services are conducted in Malaysia and Asian region. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Malaysia. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia.

NOTE – 14 COMMITMENTS AND CONTINGENCIES

(a) Operating lease commitment

The Company leases certain office premises under operating leases among its subsidiary companies that expire at various dates through 2014. The leases, which cover periods from one to two years, generally provide for renewal options at specified rental amounts.

Aggregate rent expenses for the three months ended July 31, 2014 and 2013 were $0 and $2,397. Aggregate rent expenses for the nine months ended July 31, 2014 and 2013 were $9,166 and $7,267.

As of July 31, 2014, the Company occupied its own building and has no future minimum rental payments due under various operating leases in the next twelve months.

(b) Capital commitment

As of July 31, 2014, the Company does not anticipate any significant future contingent payment in the next twelve months.

NOTE – 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 July 31, 2014 up through the filing date of these condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

Currency and exchange rate

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. References to “MYR” are to the Malaysian Ringgit, the legal currency of Malaysia. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Overview

During the nine months ended July 31, 2014, we had 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 oilseeds and real estate businesses accounted for all of our revenues for the nine months ended July 31, 2014. We did not generate any revenues from the distribution of consumer products or from our software business segment during such period. Summarized financial information regarding each revenue generating segment for the nine months ended July 31, 2014 is as follows:

	Nine months ended July 31, 2014
	Software Business			Trading Business		Plantation Business			Real Estate Business			Corporate			Total
Revenues from external customer	$	–		$	–	$	215,629		$	1,485,341		$	–		$	1,700,970
Inter-segment revenue		–			–		–			10,996			–			10,996
Revenues, net		–			–		215,629			1,496,337			–			1,711,966
Cost of revenues		–			–		(124,956	)		(161,740	)		–			(286,696	)

Gross profit		–			–		90,673			1,323,601			–			1,414,274
Depreciation		3,108			–		13,553			477,894			28,944			523,499
Net loss		(3,108	)		–		(452,747	)		(173,370	)		(513,968	)		(1,143,193	)
Total assets		11,771			–		7,886,423			56,103,766			166,081			64,168,041
Expenditure for long-lived assets	$	–		$	–	$	30,333		$	–		$	1,537		$	31,870

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.

Our initial business plan launched in July 2010 broadly contemplated 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 entered the oilseeds and real estate businesses in 2012 and scaled back our software and consumer goods distribution businesses. Since the commencement of our these business segments, we (through our subsidiaries):

Acquired a palm oil plantation in Malaysia which is operated through VSSB (May 2012);

Commenced sales of castor seeding and provision of technical know-how under a bundled sales arrangement through our subsidiaries Max Trend International Limited, a Hong Kong limited liability company, or Max Trend HK, which owns Max Trend WFOE (during quarter ended July 31, 2012);

Became a party to a trial planting arrangement with Srira Cha province, Thailand, for the cultivation of castor plants (indefinitely suspended);

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

Acquired a 12 story commercial building located at Megan Avenue 1, No. 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia (July 2013).

Fluctuating Revenues

In focusing on our real estate and oilseeds business segments, we significantly decreased our investment in our consumer product distribution operations and our software business activities. As a result, we did not generate any revenue from our consumer product business and software business segments during the nine months ended July 31, 2014, and do not expect this business segment to generate significant revenues in the near future.

As we transition from an m-commerce to oilseeds and real estate company, we may continue to experience significant fluctuations in revenue which may cause our gross profit to fluctuate. Historically, we experienced higher profit margins with respect to software derived revenue and consulting revenue (arising from consultation to castor farmers) as compared to rental income revenue and oil palm plantation derived revenue. Accordingly, to the extent our revenue composition shifts from software or consulting services to rental income or palm oil plantation revenue, we expect our profit margins to also decrease.

Challenges From Our Oilseeds Operations

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. For example, we were forced to suspend our trial planting arrangement in Thailand as a result of unexpected changes in the local political climate. In addition, we have discovered that our castor business operates at a competitive disadvantage due to China’s tax policies, which favor local enterprises. Together with the soft pricing for castor seeds, our ability to effectively compete in the castor industry has been adversely affected. Accordingly, we elected to discontinue our castor seed business in China during the quarter ended July 30, 2014, and expect to windup and dissolve or otherwise dispose of Shenzhen Max Trend Green Energy Company Limited in the future.

Management is focused on the maintenance and operation of its oil palm plantation in Malaysia. Management believes that the value of its oil palm plantation has increased since its acquisition, and while it has not pursued any discussions or received any formal offers regarding the sale of its plantation, it may consider sales offers in the future if a sale would maximize return to its investors.

Challenges From Our Real Estate Operations

Commercial Buildings

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

We generate rental income from our 12 story and 15 story commercial properties and anticipate generating income from the sale of developed properties. As July 31, 2014, 8 of the 12 stories of our 12 story building have been leased to tenants at market rates. Two of the stories were leased to our group of companies. Most of these tenants are parties to two-year leases. We expect to generate approximately $195,000 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.

December 18, 2013, we leased the entirety of our 15 story commercial building to Esquire Bayview Sdn. Bhd. that intends to convert the building and operate it as a business hotel. As part of the lease transaction, we assigned to such tenant all of our rights and benefits as a landlord under a separate Rental Agreement previously made between us and a retailer located on the first floor of such building. We amended this lease on August 18, 2014, to among other things, reflect the tenant’s name change to Le Apple Boutique Hotel (KLCC) Sdn. Bhd., or Le Apple.

Under the original lease, the initial term of the lease was twenty (20) years, expiring November 30, 2033, with a one-time option to renew for an additional ten (10) year period. The monthly rental rate was RM550,000 (approximately US$168,665) for the first three years. Thereafter, the rental rate would be increased to the then prevailing market rate or in increments of 5%-10% every three-year period, whichever is higher.

Under the new lease, the rental term was converted to a year-to-year term, commencing December 1, 2013. Provided that there are no existing breaches by Le Apple, we will be required to renew the lease for additional one-year terms up to twenty nine times, for a maximum aggregate term of thirty years. The parties retained the initial monthly rental rate of RM550,000 for the first three years. Thereafter, the monthly rate would increase every three years by 5% to 10% or to the then prevailing market rate, whichever is lower. We expect to generate approximately $2.1 million in rental income from this tenant. The terms of the new lease is more fully disclosed on that Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2014.

Residential Property Development

The Company has complied with the technical requirements for issuance of a development order to develop our Shah ALam 2 Eco Residential Development project. The Selangor state government, however, has imposed a freeze on development approvals affecting the land on which our Shah Alam 2 Eco Residential Development project will be situated in connection with a legal dispute with a third party township developer. The township developer recently filed for an extension of time and its case was rescheduled until August 2014.

The Selangor government, however, is undergoing a political crisis arising from a contentious replacement of the Chief Minister position in the Selangor state. The previous Chief Minister was forced to resign and a new Chief Minister together with his State Executive Committee have not yet been appointed. We believe that notwithstanding the court date set in August 2014, the issues surrounding the land on which our Shah Alam 2 Eco Residential Development project is located will not be decided until a new Chief Minister and his state cabinet have been formed. The Company expects the approval to be made available when the new Selangor state government is formed, hopefully within the next 12 months.

We believe that we will require approximately $3.5 million to obtain the necessary permits and $3.6 million to commence the first of six phases of construction. We believe that we will require approximately $15 million in the aggregate to market, promote and complete construction of our Shah Alam 2 Eco Residential Development Project. We hope to finance the $15 million through a combination of loans, funds from ongoing building sales and operating capital.

We do not intend to commence development of our Bandar Sungai Long High Grade Villas Community project until we have successfully sold Phase 2 of the Shah Alam 2 Eco Residential Development project. If we are not able to successfully develop, market and sell our Shah Alam 2 Eco Residential Development project, we may not be able to complete all or any portion of our Bandar Sungai Long High Grade Villas Community project.

We believe that the outlook for residential properties will remain positive for the remainder of 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. In addition to our specific challenge arising for the development order freeze imposed by the Selangor government, developers such as us 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. 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.

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 2015 to focus on implementing our business plan.

Results of Operations

Comparison of the three months ended July 31, 2014 and July 31, 2013

The following table sets forth certain operational data for the three months ended July 31, 2014, compared to the three months ended July 31, 2013:

	For the Three Months Ended July 31,						$			%
	2014			2013			Change			Change
Net Revenues	$	615,249		$	77,357		$	537,892			695.4	%
Software sales		–			–			–			–
Plantation sales		71,468			46,823			24,645			52.6	%
Rental income		543,781			30,534			513,247			1680.9	%
Product sales		–			–			–			–
Total cost of revenue		(56,398	)		(46,181	)		10,217			22.1	%
Software sales		–			(7,704	)		(7,704	)		(100	%)
Plantation sales		(35,739	)		(38,477	)		(2,738	)		(7.1	%)
Rental income		(20,659	)		–			20,659			100.0	%
Product sales		–			–			–
Gross profit		558,851			31,176			527,675			1692.3	%
General and administrative expenses		(456,000	)		(398,622	)		57,378			14.4	%
Other expense, net		(295,694	)		(637,893	)		(342,199	)		(53.6	%)
Loss before income taxes		(192,843	)		(1,005,339	)		(812,496	)		(80.8	%)
Income tax (expense) credit		(98	)		28,993			(29,091	)		(100.3	%)
Net loss		(192,941	)		(976,346	)		783,405			(80.2	%)

Net Revenue. We generated net revenue of $615,249 and $77,357 for the three months ended July 31, 2014 and 2013, respectively. The increase in net revenue for the quarter ended July 31, 2014, is attributable to the significant increase in rental income resulting from the rental of our commercial properties.

For the three months ended July 31, 2014, our oilseeds and real estate businesses accounted for approximately 11.6% and 88.4% of our net revenue. We did not generate any revenue from our software and consumer product distribution business segments. For the same period ended July 31, 2013, our oilseeds and real estate businesses accounted for approximately 60.5% and 39.5% of our net revenue. We did not generate any revenue from our software and consumer product distribution business segments.

Our real estate related revenues are derived from the tenants from our commercial buildings. Except with respect to revenue from software sales which may fluctuate unpredictably in the near future and assuming a resumption of trading castor seeds, we generally expect our oilseeds and real estate related revenues to gradually account for an increasing share of our net revenue in the future as those business segments continue to develop. We expect our oilseeds revenues to stabilize absent acquisitions or other expansions of our oilseeds business.

We expect our software revenue to continue to fluctuate depending upon the availability of immediate sales opportunities.

We did not derive any revenue from product sales in three months ended July 31, 2014 and 2013. On a going forward basis, we expect to make product sales only as such opportunities may arise. Accordingly, we do not expect product sales to account for a significant portion of our net revenues.

Cost of Revenue. Our cost of revenue as a percentage of net revenue was approximately 9.2% for the three months ended July 31, 2014, with our oilseeds and real estate accounting for 63.4% and 36.6% of our cost of revenues. Cost of revenue in 2014 consisted primarily of the costs related to our real estate business such as interest, depreciation and maintenance and costs related to the palm oil business such as rental on plantation land, material supplies and subcontracting costs incurred for planting, fertilizing and harvesting the palm oil tree. Shipping and handling costs associated with the distribution of fresh fruit bunches to the customers are also included in cost of revenues.

Our cost of revenue as a percentage of net revenue was 59.7% for the three months ended July 31, 2013, with our oilseeds and software businesses accounting for 83.3% and 16.7% of our cost of revenues. Cost of revenue for the three months ended July 31, 2013, consisted primarily of costs related to the palm oil business such as rental of plantation land, material supplies and subcontracting costs incurred for planting, fertilizing and harvesting the palm oil tree and software purchase costs, costs of labor that are directly attributable to the sale of software. Shipping and handling costs associated with the distribution of fresh fruit bunches to the customers are also included in cost of revenues.

While our cost of revenue increased from $46,181 for the three months ended July 31, 2013, to $56,398 for the same period ended July 31, 2014, cost of revenue expressed as a percentage of net revenue decreased from 59.7% to 9.2% between the two periods. The decrease is primarily attributable to the higher cost of revenue associated with our oilseeds revenue (excluding consulting based revenue) as compared to the lower cost of revenue associated with real estate revenues.

Assuming a resumption of trading castor seeds, we expect our cost of revenue attributable to our oilseeds and real estate businesses to continue to increase and those attributable to our trading business to decrease as our oilseeds and real estate businesses continue to develop. We expect our cost of revenue attributable to our oilseeds business to stabilize absent acquisitions or other expansions of our oilseeds business.

We expect cost of revenue of our software business to fluctuate together with the amount of net revenues generated by this business segment.

Gross Profit. We achieved a gross profit of $558,851 for the three months ended July 31, 2014, as compared to $31,176 for the three months ended July 31, 2013. As of July 31, 2014, our real estate and oilseeds operations accounted for approximately 93.6% and 6.4% of our gross profit. The increase in gross profit is primarily attributable to increased harvest from palm oil plantation and improved occupancy rate in real estate operations for the three months ended July 31, 2014.

We expect gross profit derived from our oilseeds and real estate businesses to gradually increase as those segments develop and the oil palm market recovers. We expect gross profits attributable to our software business to fluctuate according to the availability of immediate sales opportunities. We do not expect our trading business segment to contribute significantly to our gross profit.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $456,000 for the three months ended July 31, 2014. This represents an increase of $57,378, as compared to $398,622 for the three months ended July 31, 2013. The increase in G&A is primarily attributable to the depreciation of the building structure in Megan Avenue commencing from August 2013.

We did not make any significant investments in our consumer goods and software businesses during three months ended July 31, 2014 and 2013. We did not generate sales from our consumer goods and software business segments in the three months ended July 31, 2014 and 2013. We expect to continue relying on the personal relationships of our executive officers and directors in generating sales on a going forward basis and do not expect our consumer goods and software business segments to contribute significantly to our G&A expenses.

As a general matter, we expect our G&A to increase in the foreseeable future as we begin development of our real estate assets. G&A as a percentage of net revenue was approximately 74.1% and 515.3% for the three months ended July 31, 2014 and 2013, respectively. The decrease in the percentage of G&A as a percentage of net revenue is attributable to the increase in our real estate revenue for the three months ended July 31, 2014.

Other Expense, net. We incurred net other expense of $295,694 for the three months ended July 31, 2014, as compared to net other expense of $637,893 for the three months ended July 31, 2013. Net other expense for the three months ended July 31, 2014, consisted primarily of interest expense from our bank loans.

Income Tax (Expense) Credit. We recorded income tax expense of $98 for the three months ended July 31, 2014, as compared to a credit of $28,993 for the same period ended July 31, 2013. The increase in income tax is primarily attributable to operating profit in plantation business. For the three months ended July 31, 2014, we incurred a loss before income taxes of $192,843, as compared to a loss before income taxes of $1,005,339 for the same period ended July 31, 2013.

Comparison of the nine months ended July 31, 2014 and July 31, 2013

The following table sets forth certain operational data for the nine months ended July 31, 2014, compared to the nine months ended July 31, 2013:

	For the Nine Months Ended July 31,						$			%
	2014			2013			Change			Change
Net Revenues	$	1,700,970		$	1,826,829		$	(125,859	)		(6.9	%)
Software sales		–			1,620,759			(1,620,759	)		(100	%)
Plantation sales		215,629			145,994			69,635			47.7	%
Rental income		1,485,341			60,076			1,425,265			2372.4	%
Product sales		–			–			–			–
Total cost of revenue		(286,696	)		(112,725	)		173,971			154.3	%
Software sales		–			(21,436	)		(21,436	)		(100	%)
Plantation sales		(124,956	)		(91,289	)		33,667			36.9	%
Rental income		(161,740	)		–			161,740			100	%
Product sales		–			–			–			–
Gross profit		1,414,274			1,714,104			(299,830	)		(17.5	%)
General and administrative expenses		(1,702,300	)		(1,126,242	)		576,058			51.1	%
Other expense, net		(845,811	)		(983,800	)		(137,989	)		(14	%)
Loss before income taxes		(1,133,837	)		(395,938	)		737,899			(186.4	%)
Income tax expense		(9,356	)		(310,698	)		(301,342	)		(97	%)
Net loss		(1,143,193	)		(706,636	)		(436,557	)		(61.8	%)

Net Revenue. We generated net revenue of $1,700,970 and $1,826,829 for the nine months ended July 31, 2014 and 2013, respectively. The decrease in net revenue is attributable to the lack of software revenue during that period as compared to $1,620,759 of software revenue generated during the nine month period ended July 31, 2013.

For the nine months ended July 31, 2014, our oilseeds and real estate businesses accounted for approximately 12.7% and 87.3% of our net revenue. We did not generate any revenue from our software and consumer product distribution business segments. For the same period ended July 31, 2013, software sales, plantation sales and rental income accounting for approximately 88.7%, 8% and 3.3%.

Our real estate related revenues are mainly derived from the tenants from our commercial buildings. Except with respect to revenue from software sales which may fluctuate unpredictably in the near future and assuming a resumption of trading castor seeds, we generally expect our oilseeds and real estate related revenues to gradually account for an increasing share of our net revenue in the future as those business segments continue to develop. If we discontinue trading of castor seeds, we expect our oilseeds revenues to stabilize absent acquisitions or other expansions of our oilseeds business.

We expect our software revenue to continue to fluctuate depending upon the availability of immediate sales opportunities.

We did not derive any revenue from product sales in nine months ended July 31, 2014 and 2013. On a going forward basis, we expect to make product sales only as such opportunities may arise. Accordingly, we do not expect product sales to account for a significant portion of our net revenues.

Cost of Revenue. Our cost of revenue as a percentage of net revenue was 16.9% for the nine months ended July 31, 2014, with our oilseeds and real estate accounting for 43.6% and 56.4% of our cost of revenues. Cost of revenue in 2014 consisted primarily of the costs related to our real estate business such as interest, depreciation and maintenance and costs related to the palm oil business such as rental on plantation land, material supplies and subcontracting costs incurred for planting, fertilizing and harvesting the palm oil tree. Shipping and handling costs associated with the distribution of fresh fruit bunches to the customers are also included in cost of revenues.

Our cost of revenue as a percentage of revenue was 6.2% for the nine months ended July 31, 2013 with software sales and plantation sales accounting for approximately 19% and 81%, respectively. The increase is primarily attributable to the lower cost of revenue associated with the software derived revenue and consulting revenue as compared to the cost of revenue associated with oilseeds revenue (excluding oilseeds related consulting revenue) and real estate related revenue. Cost of revenue for the nine-month period ended July 31, 2013, consisted primarily of software purchase costs, costs of labor that are directly attributable to the sale of software and costs related to the palm oil business such as rental of plantation land, material supplies and subcontracting costs incurred for planting, fertilizing and harvesting the palm oil tree. Shipping and handling costs associated with the distribution of fresh fruit bunches to the customers are also included in cost of revenues.

Assuming a resumption of trading castor seeds, we expect our cost of revenue attributable to our oilseeds and real estate businesses to continue to increase and those attributable to our trading business to decrease as our oilseeds and real estate businesses continue to develop. If we discontinue trading of castor seeds, we expect our cost of revenue attributable to our oilseeds business to stabilize absent acquisitions or other expansions of our oilseeds business.

We expect cost of revenue of our software business to fluctuate together with the amount of net revenues generated by this business segment.

Gross Profit. We achieved a gross profit of $1,414,274 for the nine months ended July 31, 2014, as compared to $1,714,104 for the nine months ended July 31, 2013. As of July 31, 2014, our real estate and oilseeds operations accounted for approximately 93.6% and 6.4% of our gross profit. Our software, oilseeds and real estate business segments accounted for approximately 93.3%, 3.2% and 3.5%, respectively, of our gross profit during the nine-month period ended July 31, 2013. The decrease in gross profit is primarily attributable to the lack of software revenue for the nine months ended July 31, 2013, which were not fully offset by the increase in real estate and oilseeds revenues.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $1,702,300 for the nine months ended July 31, 2014. This represents an increase of $576,058, as compared to $1,126,242 for the nine months ended July 31, 2013. The increase in G&A is primarily attributable to increased palm oil productions and real estate operations and impairment loss on advances to suppliers in oilseed operations.

We did not make any significant investments in our consumer goods and software businesses during nine months ended July 31, 2014 and 2013 and did not generate sales from our consumer goods and software businesses in the nine months ended July 31, 2014. We did, however, generate net revenues of $1,620,759 from software sales during the nine-month period ended July 31, 2013. We expect to continue relying on the personal relationships of our executive officers and directors in generating sales on a going forward basis and do not expect our consumer goods and software business segments to contribute significantly to our G&A expenses.

As a general matter, we expect our G&A to increase in the foreseeable future as we begin development of our real estate assets. G&A as a percentage of net revenue was approximately 100% and 61.7% for the nine months ended July 31, 2014 and 2013, respectively. The increase in the percentage of G&A as a percentage of net revenue is attributable to the lack of software revenue for the nine months ended July 31, 2014.

Other Expense, net. We incurred net other expense of $845,811 for the nine months ended July 31, 2014, as compared to net other expense of $983,800 for the same period ended July 31, 2013. Net other expense for the nine months ended July 31, 2014, consisted primarily of interest expense from our bank loans offset by dividend and interest income.

Income Tax Expense. We recorded income tax expense of $9,356 for the nine months ended July 31, 2014, as compared to $310,698 for the same period ended July 31, 2013. The decrease is primarily attributable to the increase in losses before income tax. We incurred a loss before income taxes of $1,133,837 for the nine months ended July 31, 2014 as compared to a loss of $395,938 for the same period ended July 31, 2013.

Liquidity and Capital Resources

As of July 31, 2014, we had cash and cash equivalents of $3,278,794. The increase in our cash and cash equivalents as compared to our cash position as of October 31, 2013, resulted from the sale of 10% of equity interests in PGCG Assets , our subsidiary, to an unaffiliated third party in consideration of approximately US $6,187,551. The terms of such sale were disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014.

We expect to incur significantly greater expenses in the near future, including the contractual obligations that we have assumed discussed below, to begin development activities. We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being a large accelerated filer, including directors’ and officers’ insurance and increased professional fees.

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

The success of our growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and long-term debt. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

	Nine Months Ended
	7/31/2014	7/31/2013
Net cash (used in) provided by operating activities	(527,059)	238,839
Net cash provided by (used in) investing activities	6,200,218	(22,186,478)
Net cash (used in) provided by financing activities	(2,844,229)	21,443,949

Net Cash (Used In ) Provided By Operating Activities.

For the nine months ended July 31, 2014, net cash used in operating activities was $527,059, which consisted primarily of an increase in accrued liabilities and other payables of $566,019, depreciation of $523,499, an impairment loss on advances to suppliers of $447,524, and an increase of rental deposits from tenants of $314,401, offset by a net loss of $1,143,193, a increase in accounts receivables of $1,168,917 and a decrease in income tax payable of $67,515.

For the nine months ended July 31, 2013, net cash provided by operating activities was $238,839, which consisted primarily of increases in advances from third parties of $597,530, realized gains from sale of marketable securities of $360,256, an increase in accrued liabilities and other payables of $509,434, an increase in income tax payables of $244,529 offset by a decrease in advances to suppliers of $800,013 and net losses of $706,636.

As we shift away from our product sales businesses, we expect cash derived from this segment to decrease. We expect software-derived revenue to continue to fluctuate based upon the availability of immediate sales opportunities. We anticipate cash from our oilseeds operating activities to increase as we focus on our oilseeds operations. We expect rental income from our real estate operations to stabilize now that our commercial buildings are fully occupied, which will be offset by the increased expenses associated with developing our residential projects. We expect to continue to rely on cash generated through private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Provided by (Used in) Investing Activities.

For the nine months ended July 31, 2014, net cash provided by investing activities was $6,200,218, which was primarily attributable to proceeds from the sale of the securities of PGCG Assets of $6,226,553, offset by the purchase of property, plant and equipment of $31,870.

For the nine months ended July 31, 2013, net cash used in investing activities was $22,186,478, which was primarily attributable to payments in connection with the purchase of our commercial buildings in Malaysia of $28,427,544 and plant and equipment purchases of $51,090, and deposits of $12,946 made in connection with our anticipated land purchases in Malaysia, offset by proceeds from the sale of marketable securities of $6,305,102.

Net Cash (Used in) Provided By Financing Activities.

For the nine months ended July 31, 2014, net cash used in financing activities was $2,844,229, consisting primarily of repayments to Weng Kung Wong, our Chief Executive Officer and director, of $2,524,256, repayments of $307,577 on outstanding bank loans, repayment to a related party of $10,316 and repayments on a finance lease of $2,080. Advances by Mr. Wong previously made to us were made on an interest-free, unsecured basis and are repayable on demand.

For the nine months ended July 31, 2013, net cash provided by financing activities was $21,443,949, consisting primarily of proceeds from a bank loan of $16,194,197, advances from Weng Kung Wong, our Chief Executive Officer and director, of $5,256,017, offset by repayments of $6,265 on a finance lease. Advances by Mr. Wong were made to us was made on an interest-free, unsecured basis and are repayable on demand.

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Contractual Obligations and Commercial Commitments

We had the following contractual obligations and commercial commitments as of July 31, 2014:

Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Amount due to related parties		4,926,130		294,334		4,631,796		--		-
Operating lease obligations
Office premises		-		-		-		-		-
Commercial commitments
Bank loan repayment		15,297,596		653,570		1,445,669		1,657,648		11,540,709
Finance lease obligation		44,009		18,297		21,126		4,586		-
Total obligations		20,267,735		966,201		6,098,591		1,662,234		11,540,709

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

Accounts receivable

Advances to suppliers

Properties, plant and equipment

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

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

Depreciation expense for the three months ended July 31, 2014 and 2013 was $176,811 and $17,680, respectively.

Depreciation expense for the nine months ended July 31, 2014 and 2013 was $523,499 and $48,535, respectively.

Policy for Capitalizing Development Cost

Revenue recognition

(a) Software sales

(b) Plantation sales

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

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

(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.

As of July 31, 2014, 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

19,987

33%

Menara CMY

91,848

We expect to record approximately $2.2 million in annual lease revenue under the operating lease arrangements in the next twelve months through July 31, 2015.

Cost of revenues

Cost of revenue on sales of luxury consumer products primarily consists of the purchase cost of luxury consumer products.

Comprehensive income

Income taxes

Foreign currencies translation

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

	As of and for the period ended July 31,
	2014		2013
Period-end RMB : US$1 exchange rate		6.1690		6.1792
Period-average RMB : US$1 exchange rate		6.1418		6.2499
Period-end HK$ : US$1 exchange rate		7.7502		7.7561
Period-average HK$ : US$1 exchange rate		7.7548		7.7570
Period-end MYR : US$1 exchange rate		3.1859		3.2352
Period-average MYR : US$1 exchange rate		3.2522		3.0961

Related parties

Segment reporting

Fair value of 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 approximates the carrying amount.

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

Recent accounting pronouncements

ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

While our reporting currency is the US dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in MYR and RMB. All of our assets are denominated in MYR except for some cash and cash equivalents and accounts receivables. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate among US dollar, MYR and RMB. If the MYR/RMB depreciates against the US dollar, the value of our MYR/RMB revenues, earnings and assets as expressed in our US dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

Commodity price

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

Malaysian real estate market risk

Our 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 our results of operations, financial condition or ability to expand its operations.

Market risk related to marketable securities

We are 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.

ITEM 4 Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of July 31, 2014, and during the period prior to and including the date of this report, were effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. 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 and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended July 31, 2014, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A Risk Factors

None.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3 Defaults upon Senior Securities

None.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

None.

ITEM 6 Exhibits

Exhibit No.		Name of Exhibit
2.1		Articles of Exchange (1)
2.2		Share Exchange Agreement, dated December 6, 2010, by and between Home Touch Holding Company, on the one hand, and Union Hub Technology Sdn. Bhn., Wooi Khang Pua and Kok Wai Chai, on the other hand (2)
2.3		Share Exchange Agreement, dated January 26, 2009, by and between Home Touch Holding Company and Home Touch Limited (3)
3.1		Amended and Restated Articles of Incorporation (1)
3.2		Amended and Restated Bylaws (4)
4.1		Form of common stock certificate (1)
10.1		Common Stock Purchase Agreement, dated December 6, 2010, by and among Home Touch Holding Company, Home Touch Limited, Up Pride Investments Limited and Magicsuccess Investments Limited (2)
10.2		Tenancy Agreement, dated April 1, 2014, by and between PGCG Asset Holdings Sdn. Bhd. and Union Hub Technology Sdn.Bhd. (5)
10.3		Tenancy Agreement, dated April 1, 2014, by and between PGCG Asset Holdings Sdn. Bhd. and PGCG Development Sdn. Bhd. (5)
10.4		Lease Agreement, dated August 18, 2014, by and between PGCG Assets Holdings Sdn. Bhd. and LeApple Boutique Hotel (KLCC) Sdn. Bhd. (6)
10.5		Memorandum of Understanding For Cooperation In Castor Cultivation, dated December 8, 2011, by and between Prime Global Capital Group Incorporated and Mr. Wichai Samphantharat, Srira Cha Chief District Officer (7)
10.6		Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Weng Kung Wong (8)
10.7		Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Liong Tat Teh (8)
10.8		Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Sek Fong Wong (8)
10.9		Letter of Offer dated October 29, 2012, issued by Hong Leong Bank Berhad to PGCG Assets Holdings Sdn. Bhd. (9)
10.10		Facilities Agreement dated December 11, 2012 between Hong Leong Bank Berhad and PGCG Assets Holdings Sdn. Bhd. (9)
10.11		Offer Letter dated March 26, 2013, issued by RHB Bank Berhad with respect to four banking facilities in the aggregate principal amount of up to RM 3,452,000 (10)
10.12		Offer Letter dated March 26, 2013, issued by RHB Bank Berhad with respect to two banking facilities in the aggregate principal amount of up to RM 1,680,000 (10)
10.13		Offer Letter dated March 26, 2013, issued by RHB Bank Berhad with respect to six banking facilities in the aggregate principal amount of up to RM 4,708,000 (10)
14		Code of Business Conduct and Ethics (11)
21		List of Subsidiaries*
31.1		Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
31.2		Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.1		Charter to Compensation Committee (12)
99.2		Charter to Audit Committee (12)
99.3		Charter to Corporate Governance Committee (12)
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

____________

* Filed herewith.

(1) Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 22, 2011.

(2) Incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2010.

(3) Incorporated by reference from Amendment No. 2 to our registration statement filed on Form S-1 with the Securities and Exchange Commission on September 2, 2009.

(4) Incorporated by reference from Exhibit 2 to Preliminary Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 23, 2010.

(5) Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 11, 2014.

(6) Incorporated by reference From Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2014.

(7) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2011.

(8) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2011.

(9) Incorporated by referenced from our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2012.

(10) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2013.

(11) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2012.

(12) Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2012.

SIGNATURES

Pursuant to the requirements 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


	By:	/s/Weng Kung Wong
		Weng Kung Wong
		Chief Executive Officer


	By:	/s/ Liong Tat Teh
		Liong Tat Teh
Date: September 15, 2014		Chief Financial Officer

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