UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 1  

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

o      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)

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 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 (§ 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  o

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):

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.

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q amends our Quarterly Report on Form 10-Q for the period ended July 31, 2014, filed with the Securities and Exchange Commission on September 15, 2014. This Form 10-Q/A is being filed to disclose the identities of the Registrant’s major customers and vendors in Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

Results of Operations

Major customers

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

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

Lim Joo So is a reseller of our plantation harvest. It is also a fertilizer supplier and transportation service provider that ships our palm oil harvest to the manufacturing plant. Lim Joo So purchases our plantation products on an “as needed” purchase order basis. All customers are located in Malaysia.

Major vendors

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

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

Lim Joo So is a reseller of our plantation harvest. It is also a fertilizer supplier and transportation service provider that ships our palm oil harvest to the manufacturing plant. Lim Joo So purchases our plantation products on an “as needed” purchase order basis. All vendors are located in Malaysia.

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.