Summary of PRIME GLOBAL CAPITAL GROUP INC

Item 1.01 Entry into a Material Definitive Agreement.

Offer Letter to Acquire 15 Story Commercial Real Estate in Kuala Lumpur, Malaysia

On June 25, 2012, an Offer Letter, or the Offer Letter, issued on behalf of PGCG Assets Holdings Sdn. Bhd., our wholly owned subsidiary, or PGCG Assets, pursuant to which PGCG Assets, or a designee thereof, offered to purchase a fifteen story office building located in Kuala Lumpur, Malaysia at a purchase price of RM 81,500,000, was accepted by the seller.

Pursuant to the terms of the Offer Letter, RM 1,630,000 was deposited into escrow on June 25, 2012, which amount will be applied toward the purchase price upon the consummation of sale. We further agreed to deposit an additional amount equal to 8% of the purchase price upon the signing of the definitive Sale and Purchase Agreement, which is to occur by July 25, 2012. The balance of the purchase price is to be paid within 5 months from the date of the definitive Sale and Purchase Agreement.

We are in the process of negotiating the terms of the definitive purchase agreement and hope to complete the acquisition in the near future.

A copy of the Offer Letter is incorporated herein by reference and filed as Exhibit 10.1 to this Current Report on Form 8-K. The description of the transactions contemplated by the Offer Letter set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Offer to Acquire 12 Story Commercial Real Estate in Kuala Lumpur, Malaysia

On June 25, 2012, Weng Kung Wong, our Chief Executive Officer, entered into a binding Confirmation of Salient Terms & Conditions of Sales & Purchase Agreement on behalf the company, or the Confirmation Letter, to purchase a twelve story commercial building located in Kuala Lumpur, Malaysia at a purchase price of RM 12,300,000.

Pursuant to the terms of the Confirmation Letter, two percent of the purchase price, or RM 246,000, was paid on June 25, 2012. RM 984,000 will be payable upon the signing of the definitive Sale and Purchase Agreement, which is to occur by July 16, 2012. The balance of the purchase price will be paid within three (3) months of the date of the definitive Sale and Purchase Agreement or the date of receipt of the letter of consent to transfer by our solicitor, if applicable. We have a one-time option of extending payment of the final balance by ninety (90) days at an interest rate of eight percent (8%) per annum.

If we fail to execute the definitive Sale and Purchase Agreement by July 16, 2012, the seller will be entitled to cancel the sale and retain the Deposit as liquidated damages.

If the seller fails to execute the definitive Sale and Purchase Agreement or otherwise complete the sale within seven days after execution of the definitive Sale and Purchase Agreement, we will be entitled to seek specific performance, a refund of the Deposit and liquidated damages in the amount of the Deposit.

A copy of the Confirmation Letter is incorporated herein by reference and filed as Exhibit 10.2 to this Current Report on Form 8-K. The description of the transactions contemplated by the Confirmation Letter set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Sale of Company Securities

On June 26, 2012, we consummated the sale to three accredited shareholders of Prime Global Capital Group Incorporated, of an aggregate of 760,000 shares of our common stock, par value $0.001 (the "Shares"), at a per share price of $2.70, or $2,052,000 in the aggregate, in accordance with the terms and conditions of a subscription agreement (the "Subscription Agreement"). The Subscription Agreement contains terms and conditions that are normal and customary for a transaction of this type. We expect to receive net proceeds of approximately $2,050,000 from the sale of the Shares and will use the net proceeds for general corporate purposes. The Shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.

The foregoing description of the Subscription Agreement is qualified in its entirety by reference to a form of the Subscription Agreement, which is filed as Exhibit 10.3 to this Current Report and incorporated herein by reference.