UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~ ~~Securities Exchange Act Of 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): May 29, 2020~~1934

Date of Report (Date of earliest event reported): July 15, 2020

_______________________________________________________________

PRIME GLOBAL CAPITAL GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada	000-54288	26-4309660
NEVADA		000-54288	26-4309660
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(I.R.S. Employer Identification No.)

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

Jalan Tun Razak

50400 Kuala Lumpur, Malaysia

(Address of principal executive offices) (Zip Code)

+603 2162 0773
(Registrant’s telephone number, including area code)

~~Check~~(Former ~~the~~name ~~appropriate box~~or ~~below~~former address, if ~~the~~changed since ~~Form~~last ~~8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered None N/A N/A

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value US$0.001	PGCG	N/A

~~Indicate~~Check bythe ~~check~~appropriate ~~mark~~box ~~whether~~below if the ~~registrant~~Form 8-K filing is anintended ~~emerging~~to ~~growth~~simultaneously ~~company~~satisfy asthe ~~defined~~filing inobligation ~~Rule 405~~ of the ~~Securities~~registrant ~~Act~~under any of ~~1934~~the ~~(§240.12b-2~~following ofprovisions ~~this~~(see General ~~chapter)~~Instruction A.2.below):

~~Emerging~~☐ Written communications pursuant ~~growth~~to ~~company ☒~~Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~As ~~8.01~~used ~~Other~~in ~~Events~~this report, the terms "we", “us", “our", the “Company" refer to PRIME GLOBAL CAPITAL GROUP INCORPORATED, a Nevada corporation.

~~Prime~~Item ~~Global Capital Incorporated, a Nevada corporation (the “Company”), makes the following disclosure pursuant to an order issued by the U~~5.S02. ~~Securities~~Departure ~~and Exchange~~of ~~Commission~~Directors ~~(the~~or ~~“SEC”)~~Certain onOfficers; ~~March~~Election ~~4, 2020 (the “SEC Order”), providing conditional relief to public companies that are unable to timely comply with their filing obligations as a result~~ of ~~the~~Directors; ~~outbreak~~Appointment of ~~the~~Certain ~~novel coronavirus (“Covid-19”)~~Officers.

~~The~~On ~~current~~July ~~outbreak~~15, of2020, ~~Covid-19~~Weng ~~has~~Kung ~~posed~~Wong resign aChief ~~significant~~Executive ~~impact~~Officer, onInterim ~~the~~Chief ~~Company’s~~Financial ~~ability~~Officer, toand ~~file~~Secretary onand as a ~~timely~~member ~~basis~~of ~~its~~the ~~Quarterly~~Board ~~Report~~of onDirectors. ~~Form~~Weng ~~10-Q~~Kung ~~for the quarter~~Wong’s ~~ended~~resignation ~~April~~was ~~30,~~not ~~2020 (the “Annual Report”), which is~~ due to beany ~~filed~~disagreement onwith ~~June 15, 2020 (~~the ~~“Original Due Date”). Therefore, the~~ Company ~~has elected to rely~~ on ~~the~~any ~~conditional~~matter ~~filing~~relating ~~relief~~to ~~provided~~its ~~under~~operations, ~~the~~policies ~~SEC~~or ~~Order~~practices.

~~The~~On ~~preparation~~July ~~of the Company’s Quarterly Report~~15, ~~including financial statements and completion of the review process~~2020, ~~has~~Maylee ~~been~~Gan ~~delayed~~Suat byLee ~~Government-imposed quarantines,~~resign ~~office~~as ~~closings~~Director ~~and~~of ~~travel restrictions, which affect both~~ the Company’s and ~~its~~as ~~service~~a ~~provider’s~~member ~~personnel.~~of ~~Specifically,~~ the ~~Company~~Board ~~operates in Kuala Lumpur, Malaysia, which has been locked down by the government due to concerns related to the spread~~ of ~~Covid-19~~Directors. ~~The~~Maylee ~~Company’s~~Gan ~~operations~~Suat ~~have been shut down and all of the Company~~Lee’s ~~employees~~resignation inwas ~~the~~not ~~area~~due ~~have been required by the government~~ to ~~stay at home until further notice. The Company’s accounting personnel and service providers~~any ~~have~~disagreement ~~been~~with ~~unable to process certain of its accounting records and receipts required to complete~~ the ~~preparation and review of the~~ Company’s financial statements. Considering the lack of time for the compilation, dissemination and review of the information required to be presented, and the importance of investors receiving materially accurate information in the Quarterly Report, the Company has decided to rely on ~~the~~any ~~SEC~~matter ~~Order.~~relating ~~The Company plans~~ to ~~file~~its ~~the Quarterly Report no later than July 30~~operations, ~~2020,~~policies or ~~within 45 days after the Original Due Date~~practices.

WeOn ~~expect~~July ~~the~~15, ~~current~~2020, ~~outbreak~~Soo ofChoon ~~Covid-19~~Meng resign toas ~~have~~Director aof ~~material and adverse effect on~~ the Company’s ~~business~~and ~~operations.~~as ~~Our~~a ~~ability~~member toof ~~travel~~the orBoard toof ~~distribute our products have been disrupted or restricted and our facilities shut down~~Directors. WeSoo ~~expect~~Choon ~~such~~Meng’s ~~disruptions~~resignation orwas ~~delays~~not due to ~~impact~~any ~~our sales and operating~~disagreement ~~results.~~with ~~In addition, Covid-19 has resulted in a widespread health crisis that we believe will adversely affect~~ the ~~economies~~Company ~~and financial~~on ~~markets~~any ofmatter ~~many~~relating ~~other~~to ~~countries~~its operations, ~~resulting~~policies inor ~~an economic downturn that may affect demand for our products and significantly impact our operating results~~practices.

~~Certain~~On ofJuly ~~the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933~~15, ~~as amended~~2020, ~~the~~Muhamad ~~Securities Exchange~~Zakaria ~~Act~~Bin ~~of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are~~Othman ~~often~~was ~~identified~~appointed ~~by the use of forward-looking terminology such~~ as ~~“will,”~~Chief ~~"believes,"~~Executive ~~"expects~~Officer,~~" “endeavor”~~ orInterim ~~similar~~Chief ~~expressions~~Financial Officer, ~~involving known~~ and ~~unknown~~Secretary ~~risks~~ and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as ~~of the date of this report. The Company's actual results could differ materially from those anticipated in these forward-looking statements as~~ a ~~result~~member of athe ~~variety~~Board of ~~factors, including the risk factors discussed in the Company's periodic reports that are filed with the SEC and available on the SEC's website (http://www~~Directors.~~sec.gov). All forward-looking statements attributable~~ toHis ~~the~~biography ~~Company~~is ~~or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than~~ as ~~required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.~~follows:

~~SIGNATURES~~Muhamad Zakaria Bin Othman

~~Pursuant~~On toJuly ~~the~~15, ~~requirements~~2020, Zakaria ofBin ~~the~~Muhamad ~~Securities~~Zakaria ~~Exchange~~Bin ~~Act~~Othman, ofage ~~1934~~39, ~~the~~is ~~registrant~~currently ~~has~~Director ~~duly~~of ~~caused~~Vetho ~~this~~Phoenix ~~report~~Sdn toBhd beand ~~signed~~Gaeawave onSdn ~~its~~Bhd, ~~behalf~~both byof ~~the~~which ~~undersigned~~are ~~hereunto~~investment ~~duly authorized~~companies.

Date: May 29, 2020	PRIME GLOBAL CAPITAL GROUP INCORPORATED
	By:	/s/ Weng Kung Wong
	Name:	Weng Kung Wong
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Secretary

Mr. Zakaria is responsible for the day to day running of the business. Mr Zakaria is also a director in various other companies who are in the field of property holding, investment holding, locally and international companies.

To reconfirm the following resignations:

July 15, 2020	Weng Kung Wong resign Chief Executive Officer, Interim Chief Financial Officer, and Secretary
July 15, 2020	Maylee Gan Suat Lee resign as Director
July 15, 2020	Soo Choon Meng resign as Director

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 hereunto duly authorized.

	PRIME GLOBAL CAPITAL GROUP INCORPORATED
Dated: July 15, 2020

	By:	/s/ Zakaria
		Zakaria
		Chief Executive Officer Officer, Interim Chief Financial Officer, and Secretary

Filing Compare · PRIME GLOBAL CAPITAL GROUP Inc