Item 1.01 Entry into a Material Definitive Agreement.

Sale of Company Securities

On July 16, 2012, we consummated the sale to three accredited shareholders of Prime Global Capital Group Incorporated, of an aggregate of 920,000 shares of our common stock, par value $0.001 (the "Shares"), at a per share price of $2.00, or $1,840,000 in the aggregate, in accordance with the terms and conditions of a subscription agreement (the "Subscription Agreement"). Our Chief Executive Officer and Director, Weng Kung Wong, participated in the sale and purchased 752,000 of the 920,000 shares of our common stock sold on the same terms and conditions as the other investors. 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 $1,837,000 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 10.1 to this Current Report and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sale of equity securities is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Form of Subscription Agreement