content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
          Date of Report (Date of earliest event reported): August 6, 2002
                                                            --------------
  
                           Primecore Mortgage Trust, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
          Maryland                   0-30507                       94-3324992
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission                   (IRS Employer
   of incorporation)               File Number)                Identification No.)
  
              99 El Camino Real, Menlo Park, CA            94025
  --------------------------------------------------------------------------------
           (Address of principal executive offices)      (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  
  <PAGE>
  
  
  ITEM 4.        Changes in Registrant's Certifying Accountant
  
  On August 6, 2002, the Board of Directors of Primecore Mortgage Trust, Inc. (the
  "Company") dismissed Arthur Andersen LLP ("Andersen") as its independent public
  accountants, and determined to appoint Grant Thornton LLP to replace Andersen
  and serve as the Company's independent public accountants on the same date. The
  Company does not have an audit committee of the Board of Directors and these
  actions were reviewed and approved by the full Board. The determination to
  dismiss Andersen and engage Grant Thornton, LLP followed the Company's decision
  to seek proposals from independent public accountants to audit the financial
  statements of the Company.
  
  The audit reports of Andersen on the consolidated financial statements of the
  Company as of and for the fiscal years ended December 31, 2001 and 2000 did not
  contain an adverse opinion or disclaimer of opinion, nor were they qualified or
  modified as to uncertainty, audit scope or accounting principles.
  
  During the Company's two most recent fiscal years ended December 31, 2001, and
  through the date of this Form 8-K, there were no disagreements between the
  Company and Andersen on any matter of accounting principles or practices,
  financial statement disclosure, or auditing scope or procedure which, if not
  resolved to Andersen's satisfaction, would have caused Andersen to make
  reference to the subject matter of the disagreement in connection with its
  reports on the Company's financial statements for such years.
  
  None of the reportable events described under item 304(a)(1)(v) of Regulation
  S-K occurred during the Company's two most recent fiscal years ended December
  31, 2001, or through the date of this Form 8-K.
  
  The Company provided Andersen a copy of the foregoing disclosures. While
  the Company has received no information from Andersen that Andersen has a basis
  for disagreement with such statements, the Company has been informed that, in
  light of recent developments at Andersen, Andersen has ceased providing written
  representations for use in Form 8-Ks concerning changes in a registrant's
  certifying accountant.
  
  During the Company's two most recent fiscal years ended December 31, 2001, and
  through the date of this form 8-K, the Company did not consult Grant Thornton
  LLP with respect to any of the matters or events set forth in Item 304(a)(2)(i)
  and (ii) of Regulation S-K.
  
  
                                     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.
  
                                          Primecore Mortgage Trust, Inc.
  
         Dated:   August 6, 2002          /s/ MICHAEL RIDER
                                          -----------------
                                          Michael Rider, Chief Financial Officer
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metadata_filer: {"company-data": {"conformed-name": "PRIMECORE MORTGAGE TRUST INC", "cik": "0001086670", "assigned-sic": "6798", "irs-number": "943324992", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30507", "film-number": "02720458"}, "business-address": {"street1": "99 EL CAMINO REAL", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6503283060"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported): August 6, 2002
                                                            --------------
  
                           Primecore Mortgage Trust, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
          Maryland                   0-30507                       94-3324992
  --------------------------------------------------------------------------------
  (State or other jurisdiction     (Commission                   (IRS Employer
   of incorporation)               File Number)                Identification No.)
  
              99 El Camino Real, Menlo Park, CA            94025
  --------------------------------------------------------------------------------
           (Address of principal executive offices)      (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  ITEM 4.        Changes in Registrant's Certifying Accountant
  
  On August 6, 2002, the Board of Directors of Primecore Mortgage Trust, Inc. (the
  "Company") dismissed Arthur Andersen LLP ("Andersen") as its independent public
  accountants, and determined to appoint Grant Thornton LLP to replace Andersen
  and serve as the Company's independent public accountants on the same date. The
  Company does not have an audit committee of the Board of Directors and these
  actions were reviewed and approved by the full Board. The determination to
  dismiss Andersen and engage Grant Thornton, LLP followed the Company's decision
  to seek proposals from independent public accountants to audit the financial
  statements of the Company.
  
  The audit reports of Andersen on the consolidated financial statements of the
  Company as of and for the fiscal years ended December 31, 2001 and 2000 did not
  contain an adverse opinion or disclaimer of opinion, nor were they qualified or
  modified as to uncertainty, audit scope or accounting principles.
  
  During the Company's two most recent fiscal years ended December 31, 2001, and
  through the date of this Form 8-K, there were no disagreements between the
  Company and Andersen on any matter of accounting principles or practices,
  financial statement disclosure, or auditing scope or procedure which, if not
  resolved to Andersen's satisfaction, would have caused Andersen to make
  reference to the subject matter of the disagreement in connection with its
  reports on the Company's financial statements for such years.
  
  None of the reportable events described under item 304(a)(1)(v) of Regulation
  S-K occurred during the Company's two most recent fiscal years ended December
  31, 2001, or through the date of this Form 8-K.
  
  The Company provided Andersen a copy of the foregoing disclosures. While
  the Company has received no information from Andersen that Andersen has a basis
  for disagreement with such statements, the Company has been informed that, in
  light of recent developments at Andersen, Andersen has ceased providing written
  representations for use in Form 8-Ks concerning changes in a registrant's
  certifying accountant.
  
  During the Company's two most recent fiscal years ended December 31, 2001, and
  through the date of this form 8-K, the Company did not consult Grant Thornton
  LLP with respect to any of the matters or events set forth in Item 304(a)(2)(i)
  and (ii) of Regulation S-K.
  
                                     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.
  
                                          Primecore Mortgage Trust, Inc.
  
         Dated:   August 6, 2002          /s/ MICHAEL RIDER
                                          -----------------
                                          Michael Rider, Chief Financial Officer