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1. ORGANIZATION AND BUSINESS BACKGROUND
12 Months Ended
Oct. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

 

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

 

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

 

Corporate history

 

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

 

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

 

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

 

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

 

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

 

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

 

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

  

Summary of the Company’s subsidiaries

 

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

 

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