Attached files
| file | filename |
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| EX-31.2 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc | pgcg_10ka1-ex3102.htm |
| EX-23 - CONSENT - PRIME GLOBAL CAPITAL GROUP Inc | pgcg_10ka1-ex2300.htm |
| EX-32.1 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc | pgcg_10ka1-ex3201.htm |
| EX-31.1 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc | pgcg_10ka1-ex3101.htm |
| EX-32.2 - CERTIFICATION - PRIME GLOBAL CAPITAL GROUP Inc | pgcg_10ka1-ex3202.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2011
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ____________
Commission file number: 333-158713
PRIME GLOBAL CAPITAL GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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NEVADA
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26-4309660
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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11-2, Jalan 26/70A, Desa Sri Hartamas
50480 Kuala Lumpur, Malaysia
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N/A
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: + 603 6201 3198
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No S
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes o No S
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 S No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes S No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer S
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company S
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No S
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
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Common Stock
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Outstanding at January 17, 2012
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Common Stock, $.001 par value per share
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500,110,613 shares
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DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
On January 31, 2012, Prime Global Capital Group Incorporated filed its Annual Report on Form 10-K for the fiscal year ended October 31, 2011 (the “Annual Report”). In connection with the Annual Report, we inadvertently omitted to include the consent of HKCMCPA Company Limited, our prior auditors. Therefore, we are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend Item 15 of Part IV of the Annual Report to add the omitted exhibit and to remove the reference to a Code of Ethics. In addition, we are including certain currently dated certifications with this Amendment.
No changes have been made in this Amendment to modify or update the other disclosures presented in the Annual Report. This Amendment does not reflect events occurring after the filing of the Annual Report or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Annual Report and our other filings with the SEC.
Unless the context requires otherwise, references in this Amendment to the “Company,” “we,” “us,” and “our” refer to Prime Global Capital Group Incorporated.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Subparagraph (3) of Item 15 of Part IV of the Annual Report is hereby amended and restated in its entirety as set forth below:
The following documents are filed as part of this report:
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(3)
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Exhibits
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Exhibit No.
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Name of Exhibit
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2.1
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Articles of Exchange (1)
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2.2
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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)
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2.3
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Share Exchange Agreement, dated January 26, 2009, by and between Home Touch Holding Company and Home Touch Limited (3)
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3.1
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Amended and Restated Articles of Incorporation (1)
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3.2
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Amended and Restated Bylaws (4)
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4.1
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Form of common stock certificate (1)
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10.1
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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)
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10.2
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Form of Subscription Agreement, dated September 16, 2010, by and between Home Touch Holding Company and certain accredited investors. (5)
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10.3
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Form of Subscription Agreement, dated November 2010, by and between Home Touch Holding Company and certain accredited investors. (6)
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10.4
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Form of Subscription Agreement, dated February 2011, by and between Prime Global Capital Group Incorporated and certain accredited investors (7)
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10.5
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Tenancy Agreement (Commercial), dated October 29, 2010, by and between Atomic Vision Sdn. Bhd. and Union Hub Technology Sdn. Bhd. (2)
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10.6
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Memorandum of Understanding, dated August 29, 2011, by and among Wong Weng Kung, Chai Kok Wai and Union Hub Technology Sdn. Bhd. (8)
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10.7
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Sale and Purchase Agreement (Agricultural Land), dated July 8, 2011, by and between Persiaran Abadi Sdn. Bhd. And Virtual Setup Sdn. Bhd. (8)
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2
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10.8
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Agreement for Rental of Oil Palm Land, dated July 1, 2011, by and between Persiaran Abadi Sdn. Bhd. And Virtual Setup Sdn. Bhd. (8)
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10.9
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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 (9)
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10.10
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Employment Agreement dated April 21, 2011, by and between Prime Global Capital Group Incorporated and Weng Kung Wong (10)
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10.11
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Employment Agreement dated April 21, 2011, by and between Prime Global Capital Group Incorporated and Liong Tat The (10)
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10.12
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Employment Agreement dated April 21, 2011, by and between Prime Global Capital Group Incorporated and Sek Fong Wong (10)
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10.13
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Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Weng Kung Wong (11)
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10.14
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Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Liong Tat Teh (11)
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10.15
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Letter of Appointment dated July 19, 2011, by and between Union Hub Technology Sdn. Bhd. and Sek Fong Wong (11)
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21
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List of Subsidiaries (12)
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23
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Consent of HKCMCPA Company Limited*
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31.1
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Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
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31.2
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Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
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32.1
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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.*
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32.2
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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.*
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(1)
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange on February 22, 2011.
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(2)
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Incorporated by reference from Exhibit 2.1 to Current Report on Form 8-K filed with the Securities and Exchange on December 7, 2010.
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(3)
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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.
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(4)
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Incorporated by reference from Exhibit 2 to Preliminary Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 23, 2010.
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(5)
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Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2010.
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(6)
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Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2010.
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(7)
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Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2011.
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(8)
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Incorporated by reference from our Current Report on Form 8-k filed with the Securities and Exchange Commission on August 30, 2011.
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(9)
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Incorporated by reference from our Current Report on Form 8-k filed with the Securities and Exchange Commission on December 13, 2011.
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(10)
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Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2011.
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(11)
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Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2011.
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(12)
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Incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 31, 2012.
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3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PRIME GLOBAL CAPITAL GROUP INCORPORATED
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(Registrant)
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By:
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/s/Weng Kung Wong
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Weng Kung Wong
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Chief Executive Officer
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Dated:
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February 1, 2012
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Weng Kung Wong
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Chief Executive Officer and Director
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February 1, 2012
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Weng Kung Wong
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(Principal Executive Officer)
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/s/ Liong Tat Teh
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Chief Financial Officer and Director
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February 1, 2012
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Liong Tat Teh
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(Principal Financial Officer and Principal Accounting Officer)
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