UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

|X|

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

|_|

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-30507

Primecore Mortgage Trust, Inc.
(Exact name of registrant as specified in its charter)

Maryland 94-3324992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

99 El Camino Real
Menlo Park, CA 94025
(Address of principal offices) (zip code)

(650) 328-3060
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

The number of shares of convertible preferred stock outstanding as of
June 30, 2001 was 21,580,114. The number of shares of common stock outstanding
as of June 30, 2001 was 100.

Table of Contents

Part I. Financial Information

Item 1. Financial Statements (unaudited).................................. 4

Balance Sheets as of June 30, 2001 and
December 31, 2000 (unaudited)........................... 5

Statements of Operations for the Three and Six Months Ended
June 30, 2001 and 2000 (unaudited)...................... 6

Statement of Shareholders' Equity for the Six Months Ended
June 30, 2001 (unaudited)............................... 7

Statements of Cash Flows for the Six Months Ended
June 30, 2001 and 2000 (unaudited)...................... 8

Notes to the Financial Statements (unaudited)..................... 9

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................. 16

Item 3. Quantitative and Qualitative Disclosures about Market Risk....... 21

Part II. Other Information

Item 1. Legal Proceedings................................................ 22

Item 2. Changes in Securities and Use of Proceeds........................ 22

Item 3. Defaults Upon Senior Securities.................................. 22

Item 4. Submission of Matters to a Vote of Security Holders.............. 22

Item 5. Other Information................................................ 22

Item 6. Exhibits and Reports on Form 8-K................................. 24

(a) Exhibits..................................................... 24

(b) Reports on Form 8-K.......................................... 24

Signatures....................................................... 25

Part I. Financial Information

Item 1. Financial Statements

Attached are the following unaudited financial statements of Primecore
Mortgage Trust, Inc. (the "Company"):

(1) Balance Sheets as of June 30, 2001, and
December 31, 2000 (unaudited)

(2) Statements of Operations for the Three and Six Months
ended June 30, 2001 and 2000 (unaudited)

(3) Statement of Shareholders' Equity for the Six Months
ended June 30, 2001 (unaudited)

(4) Statements of Cash Flows for the Six Months ended
June 30, 2001 and 2000 (unaudited)

(5) Notes to Financial Statements (unaudited)

The financial statements referred to above should be read in conjunction
with the Company's audited financial statements for the year ended December 31,
2000 as filed with the Securities and Exchange Commission in our Annual Report
on Form 10-K filed March 30, 2001.

PRIMECORE MORTGAGE TRUST, INC.

BALANCE SHEETS
As of June 30, 2001 and December 31, 2000 (unaudited)

June 30, 2001 December 31, 2000
--------------------- --------------------

ASSETS:
Investments in real estate under development............................ $ 169,936,912 $ 174,362,219
Investments in real estate under development by affiliates.............. 39,796,541 42,050,737
Cash and cash equivalents............................................... 23,400 --
Other assets, net....................................................... 47,531 132,135
--------------------- --------------------

Total assets....................................................... $ 209,804,384 $ 216,545,091
===================== ====================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Notes payable (including $500,000 and $7,622,535 to affiliates at June
30, 2001, and December 31, 2000, respectively)....................... $ 26,941,459 $ 38,787,264
Secured line of credit.................................................. 8,935,054 6,644,692
Accrued expenses and other.............................................. 387,642 723,512
Bank overdraft.......................................................... 621,010 3,086,941
Preferred stock dividends payable....................................... 2,057,356 1,901,863
Payable to affiliate.................................................... 1,101,386 236,972
--------------------- --------------------

Total liabilities.................................................. 40,043,907 51,381,244
--------------------- --------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock: par value $0.01, 40,000,000 shares authorized;
21,580,114 and 19,946,445 shares issued and outstanding at
June 30, 2001, and December 31, 2000, respectively; entitled to $10
per share in liquidation before any distributions to common 215,620,468 199,285,861

Common stock: par value $0.01, 10,000,000 shares authorized; 100
shares issued and outstanding at June 30, 2001, and December 31,
2000, respectively 1 1
Retained deficit........................................................ (45,859,992) (34,122,015)
--------------------- --------------------

Total shareholders' equity......................................... 169,760,477 165,163,847
--------------------- --------------------

Total liabilities and shareholders' equity......................... $ 209,804,384 $ 216,545,091
===================== ====================

The accompanying notes are an integral part of these statements.

PRIMECORE MORTGAGE TRUST, INC.

STATEMENTS OF OPERATIONS
For the three months ended June 30, 2001 and 2000 and
For the six months ended June 30, 2001 and 2000
(unaudited)

Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
-------------------- ------------------ ----------------- ------------------

REVENUES:
Income from completed real estate development
(including $0, $471,390, $0 and $998,000 from affiliates
for the three and six months ended June 30, 2001
and 2000, respectively)............................ $ 2,742,380 $4,995,358 $ 6,721,176 $7,661,598
Other .............................................. -- 36,352 81 36,384
-------------------- ------------------ ----------------- ------------------
Total revenues................................... 2,742,380 5,031,710 6,721,257 7,697,982
-------------------- ------------------ ----------------- ------------------

EXPENSES:
Management fees to an affiliate....................... 2,989,063 2,776,935 6,111,217 5,241,987

General, administrative and other..................... 225,053 129,097 269,711 329,049
-------------------- ------------------ ----------------- ------------------
Total expenses................................... 3,214,116 2,906,032 6,380,928 5,571,036
-------------------- ------------------ ----------------- ------------------

Net income (loss)................................ (471,737) 2,125,678 340,329 2,126,946
Preferred stock dividends........................ (6,126,847) (5,238,210) (12,078,306) (10,604,433)
-------------------- ------------------ ----------------- ------------------
Net loss allocable to common..................... $(6,598,584) $(3,112,532) $(11,737,977) $(8,477,487)
==================== ================== ================= ==================

Basic and diluted net loss per common share........... $(65,986) $(31,125) $(117,380) $(84,775)
==================== ================== ================= ==================

Basic and diluted weighted-average shares outstanding. 100 100 100 100
==================== ================== ================= ==================

The accompanying notes are an integral part of these statements.

PRIMECORE MORTGAGE TRUST, INC.

STATEMENT OF SHAREHOLDERS' EQUITY
For the six months ended June 30, 2001
(unaudited)

Retained
Preferred Stock Common Stock Deficit Total
--------------- ------------ ------- -----

Shares Amount Shares Amount
------ ------ ------ ------

Shareholders' equity at
December 31, 2000................. 19,946,445 $ 199,285,861 100 $ 1 $(34,122,015) $ 165,163,847
Sales of preferred stock............. 1,869,171 18,689,627 -- -- -- 18,689,627
Issuance of preferred stock under
dividend reinvestment plan........ 343,876 3,438,760 -- -- -- 3,438,760

Redemption of preferred stock........ (579,378) (5,793,780) -- -- -- (5,793,780)
Dividends to preferred
shareholders...................... -- -- -- -- (12,078,306) (12,078,306)
Net income........................... -- -- -- -- 340,329 340,329
---------------------------------------------------------------------------------
Shareholders' equity at
June 30, 2001..................... 21,580,114 $ 215,620,468 100 $ 1 $(45,859,992) $169,760,477

=================================================================================

The accompanying notes are an integral part of these statements.

PRIMECORE MORTGAGE TRUST, INC.

STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2001 and 2000
(unaudited)

Six Months Six Months
Ended Ended
June 30,2001 June 30,2000
-------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................... $ 340,329 $ 2,126,946
(Decrease) increase in accrued expenses, bank overdraft and other.... (2,801,801) 204,032
Increase (decrease) in payable to affiliate.......................... 864,414 (144,798)
Decrease in other assets, net........................................ 84,604 24,668
--------------------- -------------------
Net cash provided by (used in) operating activities............. (1,512,454) 2,210,848
--------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate under development...................... (36,955,548) (93,746,811)
Investments in real estate under development by affiliates........ (4,906,156) (22,695,459)
Return of investments in real estate under development............ 41,380,855 73,422,798
Return of investments in real estate under development by
affiliates................................................. 7,160,352 16,544,203
Decrease in receivable from affiliate............................. -- 1,743,081
--------------------- -------------------
Net cash provided by (used in) investing activities............. 6,679,503 (24,732,188)
--------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of preferred stock, net of offering costs..... 18,689,627 --
Redemptions of preferred stock.................................... (5,793,780) (11,016,950)
Issuance of notes payable......................................... 16,335,900 40,121,124
Additions to notes payable from reinvested interest............... 500,489 --
Repayment of notes payable........................................ (28,682,194) --
Borrowings on secured line of credit.............................. 2,290,362 805,000
Payment of preferred stock dividends.............................. (8,484,053) (7,833,827)
--------------------- -------------------
Net cash provided by (used in) financing activities............. (5,143,649) 22,075,347
--------------------- -------------------
Net increase (decrease) in cash and cash equivalents............ 23,400 (445,993)
Beginning cash and cash equivalents....................................... -- 675,528
--------------------- -------------------

Ending cash and cash equivalents.......................................... $ 23,400 $ 229,535
===================== ===================

Cash paid for interest, net of amounts capitalized of $2,608,296 and $835,656,
for the six months ended June 30, 2001, and 2000, respectively $ -- $ --
===================== ===================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Investments in real estate under development received in exchange for
unsecured notes........................................................ $ -- $ 395,000
Investments in real estate under development by affiliates received in
exchange for unsecured notes........................................... -- 170,000
Reinvested Preferred Stock dividends 3,438,760 2,850,210

The accompanying notes are an integral part of these statements.

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

1. ORGANIZATION AND BUSINESS:

Organization

Primecore Mortgage Trust, Inc., a Maryland corporation, was formed on March 18,
1999 (inception) and commenced operations effective May 1, 1999 as a real estate
investment trust (REIT). We are engaged in the business of funding and holding
short-term construction mortgage loans secured by single-family and multi-unit
residential real property, as well as land acquisition and development loans
secured by undeveloped real property, located in the greater San Francisco Bay
Area. We are managed by Primecore Funding Group, Inc., a California corporation
located in Menlo Park, California. Our manager is responsible for origination
and servicing of the construction mortgage loans we invest in, and receives a
contractually-set monthly management fee.

Capitalization

We have authorized 50,000,000 shares of capital stock with a $0.01 par value;
40,000,000 shares are designated Class A Convertible Preferred (Preferred
Stock), and 10,000,000 shares are designated as common.

At June 30, 2001, there were 100 shares of common stock outstanding, all held by
William Whitlow, Susan Fox and Michael Rider, who are employees and officers of
our manager. Ms. Fox owns all of the stock of our manager.

The 21,580,114 and 19,946,445 shares of Preferred Stock outstanding as of June
30, 2001 and December 31, 2000, respectively, rank senior to our common stock as
to dividends and liquidation rights. The shares are convertible into, and have
voting rights equal to, the same number of shares of our common stock. We will
not pay any dividends to the holders of the common stock so long as any
Preferred Stock is outstanding.

Preferred stock dividends are paid monthly in arrears and were $0.58 per share
(based on weighted average preferred shares outstanding of 21,003,265) for the
six months ended June 30, 2001, compared with $0.57 per share (based on weighted
average preferred shares outstanding of 18,768,239) for the six months ended
June 30, 2000. The terms of our dividend reinvestment plan permit our
shareholders to reinvest dividends in additional shares of Preferred Stock,
currently at $10 per share.

Holders of our Preferred Stock do not have a right to redeem their shares. Our
Board of Directors, however, currently has a stock redemption policy for
shareholders who wish to sell their shares to us. The policy may be modified or
terminated at the Board's discretion at any time. Currently, we will repurchase
shares at $10.00 per share if we have cash available for distribution. Cash
available for distribution is determined at the Board of Director's sole
discretion, and is net of current expenses, anticipated expenses, dividends,
debt obligations and reserves for operating funds. We will not sell or otherwise
liquidate any portion of our mortgage loan portfolio or other assets to fund a
redemption request. We also reserve the right to limit the number and frequency
of stock redemptions by any shareholder.

We began a new equity private placement offering of an additional 20,000,000
shares of Preferred Stock at $10.00 per share in August 2000, through which we
have issued 4,710,233 shares of Preferred Stock as of June 30, 2001, for net
proceeds of $46,921,658. This placement was undertaken to purchase and fund
additional and existing construction mortgage loans and for working capital
purposes. This placement is ongoing, and is presently scheduled to close on or
before August 31, 2001; however, we anticipate extending the closing date until
all shares have been sold, at which point we may announce an additional
placement.

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

Risk Factors

General Economic Conditions in Silicon Valley and the San Francisco Bay Area.
Properties securing repayment of the mortgage loans are located in the San
Francisco Bay Area and primarily in Silicon Valley. Since the properties secured
by the mortgage loans are located in a limited geographical region, these
mortgage loans may be subject to a greater risk of delinquency or default if the
industries concentrated there suffer adverse economic or business developments.

Other. In addition, we are subject to other significant business and financial
risks, including but not limited to liquidity, the prevailing market for
residential real estate, interest rates, dependence on our manager, timely
completion of projects, lack of borrower diversification, and potential
environmental matters relating to properties on which we have made loans. For
additional information see Risk Factors set forth in our Form 10-K dated March
30, 2001.

Retained Deficit

We had a retained deficit as of June 30, 2001 and December 31, 2000 because we
pay dividends to the holders of our Preferred Stock based on our taxable income,
in accordance with REIT requirements. Our taxable income differs from income
measured in accordance with accounting principles generally accepted in the
United States due to timing differences in the recognition of income from our
investments in real estate. See Income Taxes in Note 2 below. These dividend
distributions are expected to be matched by GAAP measured revenues from
completed real estate projects in future periods, as described in Note 2.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying unaudited financial statements present the financial position
of the Company as of June 30, 2001, and December 31, 2000, and the results of
operations and cash flows of the Company for the three and six months ended June
30, 2001 and 2000. In the opinion of management, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal
accruals) necessary to present fairly the financial position and results of
operations of the Company as of June 30, 2001 and for the period then ended.

Use of Estimates

These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States using the accrual method of
accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Investments in Real Estate under Development
and Investments in Real Estate under Development by Affiliates

In accordance the accounting rules related to acquisition, development and
construction loans ("ADC"), all of our loans are classified for financial
reporting purposes as investments in real estate under development or

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

investments in real estate under development by affiliates (Notes 3 and 4). Such
investments include capitalized interest and are stated at the lower of cost or
net realizable value. Management conducts a review for impairment on an
investment-by-investment basis whenever events or changes in circumstances
indicate that the carrying amount of an investment may not be recoverable. We
recognize impairment when estimated expected future cash flows (undiscounted and
without interest charges), typically from the sale of a completed property, but
which may also include other collateral pledged in repayment, is less than the
carrying amount of the investment. The estimation of expected future net cash
flows is inherently uncertain and relies to a considerable extent on assumptions
regarding current and future economic and market conditions. If, in future
periods, there are changes in the estimates or assumptions incorporated into the
impairment review analysis, the changes could result in an adjustment to the
carrying amount of the investments. To the extent an impairment has occurred,
the excess of the carrying amount of the investment over its estimated fair
value, less estimated disposition costs, will be charged to income.

Cash and Cash Equivalents

Cash and cash equivalents include cash held in financial institutions and other
highly liquid short-term investments with original maturities of three months or
less.

Income from Completed Real Estate Development

Our investment objective is to make construction mortgage loans on projects we
believe are likely to ultimately sell for an amount sufficient to repay the
principal plus interest of those loans at the agreed upon rate. We do not intend
to own or develop property and do not participate in the profit realized by the
borrower, including affiliated borrowers, upon sale of the property.

We recognize income from our investments in real estate under development upon
the sale or refinancing of the completed real estate to or by a third party. We
compute income as cash received (which includes amounts funded, accrued interest
and points) less the carrying value of the investments at the date of repayment
(which includes amounts funded and capitalized interest costs).

Income Taxes

To continue to qualify as a REIT, we must currently distribute at least 90
percent of our taxable income. As a REIT, we generally will not be subject to
corporate-level federal income tax on net income we distribute currently to our
shareholders. As such, no provision for federal income taxes is included in our
financial statements. Such taxes are the responsibility of the individual
shareholders. If we fail to qualify as a REIT in any taxable year, we will be
subject to federal income taxes at regular corporate rates (including any
applicable alternative minimum tax) and may not be able to qualify as a REIT for
four subsequent taxable years. Even if we qualify for taxation as a REIT, we may
be subject to certain state and local taxes on our income and property and to
federal income and excise taxes on our undistributed taxable income.

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

Net income for financial reporting purposes differs from net income for tax
reporting primarily due to differences in the method of revenue recognition for
arrangements classified as loans for income tax purposes and equity-method
investments in real estate under development for financial reporting purposes.
The following table outlines the primary differences between financial reporting
income and taxable income for the six months ended June 30, 2001 and 2000:

Six Months Six Months
Ended Ended
June 30, 2001 June 30, 2000
------------------------------------------

Net income , as reported...................................... $ 340,329 $ 2,126,946
Less: Income from completed real estate development...... (6,721,176) (7,661,598)
Capitalized interest............................... (2,433,778) (1,482,262)
Add: Accrued interest income on loans and related points
earned......................................... 20,452,444 17,447,309
Other................................................ (134,142) --
------------------------------------------

Taxable income................................................ $ 11,503,677 $ 10,430,395

==========================================

Preferred stock dividends..................................... $ 12,078,306 $10,604,433
==========================================

Net Income Per Share of Common Stock

Per share amounts for our common stock are computed using the weighted average
common shares outstanding during the period. Net income used in the calculation
is reduced by dividends owed to preferred shareholders. The diluted weighted
average common shares outstanding include the dilutive effect of stock options
and other common stock equivalents. There are currently no stock options or
other dilutive common stock equivalents, and as a result, the basic and diluted
weighted average common shares outstanding for the six months ended June 30,
2001 and 2000, are the same and are 100 shares.

3. INVESTMENTS IN REAL ESTATE UNDER DEVELOPMENT:

We make loans with maturity dates generally ranging from 12 to 18 months. For
financial reporting purposes, we apply the equity method of accounting for our
investments. Investments in real estate under development represent funds
advanced in cash plus capitalized interest on arrangements in effect at any
particular time. Since real estate under development generates no operating
income, we do not accrue any income for financial reporting purposes until the
sale or refinancing of a property. The income that we ultimately realize is
based upon the terms of the construction mortgage loan. During the six months
ended June 30, 2001, interest rates on loans outstanding ranged from 11 percent
to 13 percent. In addition, we charged points, which were typically 4 percent of
the borrowed amount during that same period.

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

The following table summarizes our portfolio of investments in real estate under development at June 30, 2001:

Interest Maturity Commitment Carrying
Location - County Rates Dates Amount Amount
- ------------------------- ----------------- ------------------------------------ --------------------

Alameda 11.00-11.25% 04/01-10/01 $21,095,000 $ 5,609,248
Contra Costa 11.00% 11/01 14,500,000 4,374,969
Marin 11.00-13.00% 03/01-02/02 52,945,000 28,410,769
Monterey 11.50% 12/01-05/02 35,200,000 10,762,249
San Francisco 11.25-12.00% 07/01-03/02 24,065,000 14,253,955
San Mateo 11.00-13.00% 06/01-09/02 81,315,000 42,654,315
Santa Clara 11.00-13.00% 05/01-04/02 79,135,000 51,477,072
Other 11.00-12.00% 06/01-09/01 17,665,000 12,394,335
--------------------- --------------------

$ 325,920,000 $ 169,936,912
===================== ====================

Earned but unrecognized interest and points on loans outstanding at June 30,
2001 totaled $38,819,791. These amounts will be recognized as income from
completed real estate development upon the sale or refinancing of the underlying
property.

We will fund unfunded commitments on existing loans from the repayment of other
loans, borrowings on our line of credit (Note 6), issuance of short-term notes
payable or issuance of additional Preferred Stock. We believe we will have
adequate sources of capital to fund these commitments when and as they become
due.

As of June 30, 2001, we had commitments totaling $41,100,000 comprising balances
of $16,259,334 on loans which had not been paid by their stated maturity dates
which we do not intend to extend. The properties securing these loans are
currently on the market for sale or the borrower is attempting to refinance the
property. In some instances we have filed a notice of default which begins the
foreclosure process, however we believe that there is sufficient equity to
insure full repayment in the event that the projects do not sell or refinance
before the foreclosure process has completed. Accordingly, we have not
recognized any impairments on our loans.

During the six months ended June 30, 2001, we capitalized $1,981,434 of interest
expense to investments in real estate under development .

4. INVESTMENTS IN REAL ESTATE UNDER DEVELOPMENT BY AFFILIATES:

We have also made loans to affiliates of our manager acting as the developer.
These arrangements are accounted for in a manner identical to that described in
Note 3 above. The following table summarizes our portfolio of investments in
real estate under development by affiliates at June 30, 2001:

Interest Maturity Commitment Carrying
Location - County Rates Dates Amount Amount
- ------------------------- ----------------- ------------------------------------ --------------------

San Mateo 11.25% 10/01-12/01 $ 12,100,000 $ 6,917,020
Santa Clara 11.00-11.50% 09/01-04/02 54,750,000 32,879,521
-------------------- --------------------

$ 66,850,000 $ 39,796,541
==================== ====================

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

Earned but unrecognized interest and points on loans outstanding at June 30,
2001 totaled $11,042,120. Such amounts will be recognized as income from
completed real estate development upon the sale or refinancing of the underlying
property.

During the six months ended June 30, 2001, we capitalized $452,344 of interest
expense to investments in real estate under development by affiliates.

5. NOTES PAYABLE:

We had unsecured borrowings of $26,941,459 at June 30, 2001 compared with
$38,787,264 at December 31, 2000 on notes issued to accredited investors through
private placements. These notes have varying maturities of up to one year from
the date of issuance. The notes bear interest at rates between 9 and 13 percent
with interest payable monthly in arrears. Notes issued prior to September 29,
2000 are callable at the option of the note holder subject to the same
provisions that apply to stock redemption requests. See Note 1 - Capitalization.
As of June 30, 2001 we had not received any calls for payment on these notes.
Notes issued by us after September 29, 2000 may be redeemed at our option before
their stated maturity. At June 30, 2001, $500,000 of our unsecured notes payable
was held by our officers, directors or employees of our manager compared with
$7,622,535 at December 31, 2000.

6. LINES OF CREDIT:

We have a $10,000,000 line of credit with a commercial bank. The amount borrowed
under the line of credit at June 30, 2001, was $8,935,054 compared with
$6,644,692 at December 31, 2000. Repayment is secured by our assets and is
guaranteed by our manager and another affiliate. The line of credit carries
interest at prime plus 1.25 percent (8.00 percent at June 30, 2001) and matures
in September 2001. The terms of the line of credit require, among other
provisions, that we maintain total equity of no less than $150,000,000, and a
debt to equity ratio of less than 1.5 to 1.0. One of the conditions for
advancing funds on our line of credit requires that we maintain quarterly net
income of $500,000. Because we had a loss for the quarter ended June 30, 2001
we did not meet the condition and have requested a waiver.

7. TRANSACTIONS WITH AFFILIATES:

Management Fees

A management agreement dated March 30, 1999 and amended on October 1, 2000
between us and our manager provides for a monthly fee payable in arrears equal
to 0.25 percent of the total commitment amount of the loans in our investments
in real estate under development and in our investments in real estate under
development by affiliates.

For the three months and six months ended June 30, 2001, the portfolio
management fees earned by our manager were $2,989,063 and $6,111,217, compared
with $2,776,935 and $5,241,987 for the three months and six months ended June
30, 2000.

Payable to Affiliate

The $1,101,386 and $236,972 payable to affiliate at June 30, 2001 and December
31, 2000, respectively, represents short-term advances to us by our manager to
facilitate our cash management. Our manager charges us an interest rate of 11
percent per annum on the outstanding balance which amounted to $14,119 and
$45,995 for the three months and six months ended June 30, 2001 compared
with $1,997 and $15,128 for the three months and six months ended June 30, 2000.
This interest has been capitalized to investments in real estate under
development and investments in real estate under development by affiliates.

PRIMECORE MORTGAGE TRUST, INC.

NOTES TO THE FINANCIAL STATEMENTS
For the six months ended June 30, 2001
(unaudited)

8. COMMITMENTS AND CONTINGENCIES:

Litigation

We may, from time to time, become involved in legal actions relating to our
investments in real estate under development arising in the normal course of our
business. We believe the liabilities, if any, which may ultimately result from
such legal actions, will not have a materially adverse effect on our financial
position, results of operations, or cash flows.

General Uninsured Losses

We require that our borrowers carry comprehensive liability, fire, and extended
coverage insurance with policy specifications, limits, and deductibles
customarily carried for similar properties. We also carry insurance to cover
losses in case a borrower's policy lapses. There are, however, certain types of
extraordinary losses that may be either uninsurable or not economically
insurable. Further, all of the investments are located in areas that are subject
to earthquake activity. Should an investment sustain damage as a result of an
earthquake, we may incur losses due to insurance deductibles, co-payments on
insured losses, or uninsured losses. Should an uninsured loss occur, we could
lose our investment in, and anticipated profits and cash flows from an
investment.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General
Our material financial transactions have been purchasing and holding a portfolio
of construction mortgage loans.

Statements contained in this Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which are not historical facts, may be forward-looking statements. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Investors are cautioned not
to attribute undue certainty to these forward-looking statements, which speak
only as of the date of this Form 10-Q filing. We undertake no obligation to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this registration statement or to
reflect the occurrence of unanticipated events, other than as required by law.

Overview
Subject to the direction and oversight of our Board of Directors, our day-to-day
operations are managed by our manager. We have no employees.

We began operations on May 1, 1999, concurrent with the first interim closing of
a private offering of 14,575,664 shares of our Class A Convertible Preferred
stock at $10 per share primarily in exchange for beneficial interests in trust
deeds on real property securing loans and accrued interest totaling
$145,756,640. Purchasers of our shares were primarily investors in trust deeds
managed by Primecore Funding Group, Inc. who invested in those trust deeds
before our formation and exchanged their interests for our stock at $10 per
share on a dollar for dollar basis. A third and final closing was completed as
of August 31, 1999. A total of 18,048,772 shares were sold.

We completed a second private placement on October 29, 1999, resulting in the
issuance of 1,147,743 shares of Class A Convertible Preferred stock. All real
property securing the trust deeds received in these transactions was either
under development or held for development. We undertook these placements to
provide for our initial capitalization and to convert the trust deed interests
of Primecore Funding Group, Inc. clients into shares of our Class A Convertible
Preferred stock.

We began a new equity private placement offering of an additional 20,000,000
shares of Class A Convertible Preferred Stock at $10.00 per share in August
2000, through which we have issued 4,710,233 shares of Class A Convertible
Preferred Stock as of June 30, 2001, for net proceeds of $46,921,658. This
placement was undertaken to purchase and fund additional and existing
construction mortgage loans and for working capital purposes. This placement is
ongoing, and is presently scheduled to close on or before August 31, 2001,
however we anticipate extending the closing date until all shares have been
sold, at which point we may announce an additional placement.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986,
as amended (the "Code"), and as such, are required to distribute at least 90
percent of our taxable income annually, subject to adjustments. Our manager
expects that the cash for such distributions will be generated from our
day-to-day operations, although we may also borrow funds to make distributions.

We may experience high volatility in financial reporting net income and tax
basis income from quarter to quarter and year to year, primarily as a result of
fluctuations in timing of completion of our investments in real estate under
development, interest rates, and general economic conditions in the greater San
Francisco Bay Area. Our operating results will depend, in part, upon our ability
to manage our interest rate and credit risks while maintaining our REIT status.

Results of Operations

Earnings per share are computed using the weighted average common shares during
the six months ended June 30, 2001. Net loss allocable to common
shareholders was $6,598,584 and $11,737,977 during the three months and six
months ended June 30, 2001, or a loss of $65,986 and $117,380 per weighted
average common share, compared with a net loss allocable to common

shareholders for the three months and six months ended June 30, 2000 of
$3,112,532 and $8,477,487, or $31,125 and $84,775 per weighted average common
share.

The loans we make are considered real estate acquisition, development and
construction ("ADC") investments for financial reporting purposes. As of June
30, 2001, our ADC investments totaled approximately $209,733,453, compared with
approximately $216,413,000 at December 31, 2000. Funding commitments on these
loans totaled approximately $392,770,000 at June 30, 2001 and $436,383,000 at
December 31, 2000. For a discussion of these loan arrangements, see the notes to
the financial statements.

We realized substantially all of our revenue from repayment of loans on
completed real estate developments, comprised of interest income earned at
accrual rates ranging from 11 to 13 percent over the life of the loan
investments and loan points typically of 4 percent of the loan commitment
amounts, less capitalized interest. Income from completed real estate
developments totaled $2,742,380 and $6,721,176 for the three months and six
months ended June 30, 2001 compared with $4,995,358 and $7,662,000 for the three
months and six months ended June 30, 2000.

As investments in real estate under development for financial reporting
purposes, our loans are stated at the lower of cost or estimated fair value in
our financial statements. We do not carry a reserve for loan losses. We will
write-down the carrying value of an impaired loan to net realizable value if we
learn of deterioration in economic or market conditions or other events that
have adversely affected the value of the loan before it is repaid. If we incur a
loss upon repayment of a loan, the loss will be charged to income. Any
write-down or loss will have a direct, adverse effect upon our earnings. As of
June 30, 2001, there were no impairments of the carrying values of our
investments. See note 2 to our financial statements.

The following table summarizes the differences between net income under GAAP,
and taxable income:

Six months ended Six months ended
June 30, 2001 June 30, 2000
---------------------- ----------------------

Net income (loss) as reported................................... $ 340,329 $ 2,126,946
Net effect of GAAP tax timing differences due to ADC
accounting............................................ 11,050,848 8,303,449
Other differences......................................... 112,500 --
---------------------- ----------------------
Taxable income.................................................. $ 11,503,677 $ 10,430,395
---------------------- ----------------------
Preferred stock dividends....................................... $ 12,078,306 $ 10,604,433
====================== ======================

We incurred expenses of $3,214,116 and $6,380,928 during the three months and
six months ended June 30, 2001, compared with $2,906,032 and $5,571,036 during
the three months and six months ended June 30, 2000. The increase in expenses is
attributable mainly to the increase in management fee expense.

Management fees were $2,989,063 and $6,111,217 for the three months and six
months ended June 30, 2001 compared with $2,776,935 and $5,241,987 for the three
months and six months ended June 30, 2000. The increase in management fees is
attributable primarily to the increase in the management fee from .22% per month
to .25% per month of the total loan commitment amount.

Interest cost associated with our notes payable and secured line of credit was
$1,123,452 and $2,387,783 for the three months and six months ended June 30,
2001, compared with $1,055,036 and $1,482,262 for the three months and six
months ended June 30, 2000. Our interest cost during the three months and six
months ended June 30, 2001 was higher than in the three months and six months
ended June 30, 2000 due to the increase in the amount of unsecured notes payable
resulting from our inability to issue shares of preferred stock as we processed

our Form 10/A registration with the Securities and Exchange Commission as well
as the increase in our line of credit from $3 million to $10 million. All
interest incurred in 2001 and 2000 has been capitalized.

General administrative and other expenses were $225,053 and $269,711 for the
three months and six months ended June 30, 2001, compared with $129,097 and
$329,049 for the three months and six months ended June 30, 2000. We have no
employees, and our general and administrative and other expenses consist
primarily of professional fees. The increase in general and administrative
expenses for the three months ended June 30, 2001 compared with 2000 is
attributable largely to legal and accounting work done in the second quarter in
connection with our first 10-K filing. The decrease in general and
administrative expenses for the six months ended June 30, 2001 compared with
2000 is primarily attributable to first time costs related to becoming an SEC
registrant in June 2000, as well as our manager's retention of an in-house
attorney to perform some of the functions previously provided for us by ouside
attorneys.

Liquidity and Capital Resources

Liquidity means the need for, access to and uses of cash. Our principal demands
for liquidity are cash for operations, including funds that are required to
satisfy obligations under existing loan commitments, management fees, interest
expense associated with our indebtedness, debt repayments and distributions to
shareholders. As of June 30, 2001, we had a bank overdraft of approximately
$621,000 because all of our cash in deposit accounts is automatically applied by
our bank to pay down our line of credit. As of June 30, 2001 we had in excess of
$621,000 available on our line of credit. In the near term, our principal
sources of liquidity are the repayments of our real estate investments and funds
received from issuance of unsecured notes payable and sales of preferred stock
under this private placement.

We received project payments totaling approximately $49,000,000 in the six
months ended June 30, 2001 compared with approximately $90,000,000 for the same
period last year. The decrease is mainly due to the slowing economy which has
resulted in longer selling periods for the homes we finance. As of June 30, 2001
we had approximately $27,000,000 invested in projects which were completed but
which had not yet sold compared with $0 as of June 30, 2000. We expect project
payments to increase over the next two quarters to more closely approximate the
$45,000,000 payments per quarter that we typically receive.

We had unsecured borrowings of approximately $27,000,000 at June 30, 2001 on our
Series A and Series B notes compared with approximately $39,000,000 at December
31, 2000, issued to accredited investors through private placements and bear
interest at rates between 9 and 13 percent with interest payable monthly in
arrears. The notes have varying maturities of up to one year from the date of
issuance with approximately $15,000,000 due by September 30, 2001 and an
additional $4,000,000 due by December 31, 2001. We plan to seek to extend
approximately $8,000,000 of the notes due in the third quarter into the fourth
quarter in order to more closely match our note maturity obligations with our
expected project payments.

As of June 30, 2001 we had received approximately $32,000,000 in redemption
requests. In order to fulfill the redemption requests in as timely a manner as
possible, and in keeping with our redemption policy we have temporarily
discontinued making new loan commitments. Based on our current projections we
estimate that the pending requests will be fully satisfied within one year.

We have a $10,000,000 line of credit with a commercial bank. Repayment is
secured by our assets, is guaranteed by our manager and another affiliate,
carries interest at prime plus 1.25 percent (8.00 percent at June 30, 2001) and
matures in September 2001. We are currently negotiating a one year extension.
Outstanding borrowings under the line of credit as of June 30, 2001 were
$8,935,054. One of the conditions for advancing funds on our line of credit
requires that we maintain quarterly net income of $500,000. Because we had a
loss for the quarter ended June 30, 2001 we did not meet the condition and have
requested a waiver.

Affiliates and Significant Borrowers.

Loans assumed by, or made to, our affiliates represent a material portion of our
investment portfolio. As of June 30, 2001, loans assumed by or made to our
affiliates represented 17% of our loan commitments and 19% of the funded portion
of those commitments. As of December 31, 2000, loans assumed by or made to our
affiliates represented 17% of our loan commitments and 19% of the funded portion
of those commitments. In contrast, no unaffiliated borrower had loans exceeding
10% of our total loans outstanding as of June 30, 2001 or December 31, 2000.

Our affiliates are entities with whom we share common control through
common management. For example, Primecore Funding Group, Inc. is our affiliate
because Susan Fox owns 100% of its stock and is its sole director. She is also
an executive officer of Primecore Funding Group, Inc., as is Mr. Rider. To the
extent that Ms. Fox is the director of Primecore Funding Group, Inc. and is one
of our directors, her position in management is common to both Primecore Funding
Group, Inc. and us.

Eprime, Inc. is our affiliate and is a California corporation, incorporated
March 21, 2000. Ms. Fox is the sole shareholder and director. She is the
president and secretary, and Mr. Rider is the chief financial officer. Eprime,
Inc. does not have any employees, does not provide any services to us and does
not receive any compensation from us.

Primecore Properties, Inc. is our affiliate and is a California
corporation, incorporated in 1997. Ms. Fox is its sole shareholder and one of
its directors. Primecore Properties, Inc. is licensed by the California
Department of Real Estate as a real estate corporation. Theresa May Couture is
licensed as an individual real estate broker and is the designated
broker-officer of Primecore Properties, Inc. Primecore Properties, Inc. does not
receive any compensation from us, but does provide services to us for certain
activities that require a California real estate broker license. Those services
are performed for us under the terms of our management agreement with Primecore
Funding Group, Inc. There are currently no arrangements for us to separately
compensate Primecore Properties, Inc. for those services, although we continue
to pay a management fee to Primecore Funding Group, Inc. See "Management Fees."

99 Investors, LLC, a California Limited Liability Company, is our
affiliate. Ms. Fox is its sole member. It does not have any employees, does not
perform any services for us and does not receive any compensation or benefits
from us.

99 El Camino Partners LLC is our affiliate and a California limited liability
company. Ms. Fox is the sole member. The partnership has no employees, does not
provide any services to us and does not receive any compensation or benefits
from us. 99 El Camino Partners owns the property at 99 El Camino Real, Menlo
Park, California, our principal place of business and that of our affiliates.

The following is a summary of loans assumed by our affiliates as of June 30,
2001, categorized by loan number, project name, affiliate, commitment amount,
funded amount and percentage funded. The funded balance represents the total
amount advanced towards a loan. The funded amount may differ from the loan
balance outstanding as a result of payments received from the sales of property
secured by the loan. Also, included in the funded amount are loan fees and
interest charged to the borrower, which are not reported under generally
accepted accounting principles.

Loan Project Name Affiliate Commitment Funded % Funded

Loan 2376 104 Second Street Eprime, Inc. $ 2,450,000 $ 2,678,458 109%
Loan 2447 8 Los Altos Prop.,
7 Los Altos Hills Prop. Eprime, Inc. 13,500,000 12,298,083 91%
Loan 2512 Kate and Ascension Eprime, Inc. 7,000,000 6,388,973 91%
--------------- ---------------
Total Eprime loans $ 22,950,000 $ 21,365,514 93%
=============== ===============

Loan 2330 Scotia Pines Subdivision 99 Investors, LLC $ 4,000,000 $ 1,957,206 49%
Loan 2404 7 Lots, Los Altos Nursery 99 Investors, LLC 12,800,000 9,990,700 78%
Loan 2427 Quarry Estates - Lot 13 99 Investors, LLC 5,000,000 2,616,941 52%
Loan 2428 Quarry Estates - Lot 15 99 Investors, LLC 5,000,000 3,267,986 65%
Loan 2429 Quarry Estates - Lot 16 99 Investors, LLC 5,000,000 2,347,654 47%
Loan 2455 91 Fleur Place 99 Investors, LLC 5,000,000 4,770,017 95%
Loan 2469 37 Euclid 99 Investors, LLC 7,100,000 3,225,228 45%
--------------- ---------------

Total 99 Investors $ 43,900,000 $ 28,175,732 64%
=============== ===============

The loans assumed by Eprime, Inc. are secured by the remaining properties in a
series of projects where Windy Hill Associates, a California corporation, was
the original borrower. In November 1999 the sole shareholder of Windy Hill
Associates started proceedings to dissolve the corporation. Before the
dissolution, Susan Fox was the president of Windy Hill Associates, and was
managing its operations to ensure that the loans were kept current. Upon notice
of dissolution of the corporation, Ms. Fox was replaced as president by the sole
shareholder, and the loans went into default. A foreclosure sale was scheduled
for March 22, 2000.

On March 22, 2000, Eprime, Inc., purchased what is currently designated as our
loan no. 2447, for the then existing loan balance of $11,321,061. A blanket,
second deed of trust lien against several parcels secured the loan. Eprime, Inc.
foreclosed on the second deed of trust and took title to all of those parcels,
subject to existing senior liens. Those parcels are encumbered by separate,
senior deeds of trust. The note purchase and assumption agreement for all of
these loans includes guarantees of repayment and the pledge of additional
security from Primecore Funding Group, Inc., 99 Investors, LLC and the Susan M.
Fox 1996 Revocable Trust dated April 26, 1996. We are relying on the pledges of
additional security in considering impairment for these loans and believe that
the value of the completed projects, together with the additional security are
sufficient to enable full repayment. A conflict of interest may exist in this
analysis because members of management, some of whom also manage the affiliates,
assist in determining impairment.

Loan 2330 was assumed by 99 Investors, LLC in September 1999 and is secured by a
junior deed of trust on property originally to be developed by Windy Hill
Associates.

Loan no. 2404 was made to 99 Investors, LLC in September 1999. Repayment is
secured by a single junior deed of trust on 7 lots in Los Altos, California. The
loan is for development of 7 single-family residences. Construction is scheduled
for completion in December 2001. The loan is current and construction is on
schedule.

Loan nos. 2427-29 were made to 99 Investors, LLC in March 2000. Repayment is
secured by junior deeds of trust. The developments are single family residences
in Los Altos Hills. Construction is scheduled for completion in by December
2001. The loans are current and construction is on schedule.

Loan nos. 2455 and 2469 were made to 99 Investors, LLC in April and September
2000, respectively. Repayment is secured by junior deeds of trust. The
developments are single family residences in Atherton, California. Construction
is scheduled for completion in July and June 2002, respectively. The loans are
current and the projects are on schedule.

Because of changes in the scope of construction and general cost increases
during development of projects, additional funds are sometimes needed to
complete a project. We will grant an additional extension of credit if our
management believes repayment of the increased extension of credit is adequately
secured. This is true of any development we invest in, whether the borrower is
affiliated or not.

See Note 4 of our financial statements for further detail on investments in real
estate under development by affiliates as of March 31, 2001. Also see the
discussion under the headings "We have a potential conflict of interest with our
affiliates" and "We have a potential conflict of interest with our investors" in
our registration statement on Form 10-12G/A filed February 14, 2001.

Payable to Affiliate

There is $1,101,386 payable to an affiliate at June 30, 2001 compared with
$236,972 payable at December 31, 2000, on our financial statements, representing
short-term advances by our manager to us. Our manager typically advances these
funds to us to facilitate cash management and charges us an interest rate of 11
percent per annum on the outstanding balance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

An investment in our stock involves a high degree of risk. Among other things,
some of the principal risks are: the real estate lending business may be
adversely affected by periods of economic slowdown, which may be accompanied by
declining real estate values on properties securing repayment of loans;
construction mortgage loans involve greater risks of repayment than loans
secured by property that has already been improved since completion market
valuation of a given project can be highly speculative and subject to
unanticipated conditions; there is no public market for our securities, and
liquidity is not assured; under our business model, loan commitments will
generally exceed immediately available cash resources, and failure to obtain
repayment of loans in our portfolio, or a failure to maintain sufficient equity
would affect our ability to fund commitments; since we have no employees, if our
manager refused or became unable to continue to serve us, and a proper
replacement were not found, this would materially impact our business.

We make loans at fixed rates of interest. To the extent that prevailing market
interest rates change during the holding period, the value of our loans may be
either adversely or positively affected. When a loan matures, generally within a
12 to 18 month period, it is subject to a new interest rate, determined by us,
based upon current conditions. Since we intend to hold all loans until they are
repaid, we do not believe that changes in market interest rates have a material
impact on the value of the Company.

For further details, see the discussion under the heading "Risk Factors" in our
registration statement on Form 10-K dated March 30, 2001.

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

(a) Not Applicable.

(b) Not Applicable.

Between January 1, 2001 and June 30, 2001, we sold and issued 1,869,171 shares
of our Class A Convertible Preferred stock. Purchasers of such Class A
Convertible Preferred stock paid $10 per share.

Purchasers of our Class A Convertible Preferred stock were accredited investors
as defined in Regulation D, Rule 501 (a) (4), (5) or (6) under the 1933
Securities Act. Each investor signed a subscription agreement which included
representations that the investor had sufficient knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of investments generally, and of the investment in our stock and the investor
was able to bear the economic risk of the investment. Each investor further
acknowledged the investor understood the entire investment could be lost.

The sales of stock were exempt from the registration requirements of the
Securities Act of 1933 pursuant to Regulation D, Rule 506. Appropriate legends
were placed on each stock certificate. No underwriters were involved and no
underwriting commissions were paid in any of the transactions.

The terms of conversion of the stock have been previously reported.

(d) Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 5. OTHER INFORMATION.

Annual Shareholders Meeting.

On May 31, 2001, the Company's annual shareholders meeting for the year 2001 was
held. Susan Fox was re-elected as a Class II director, with her term expiring in
2004. William Whitlow and Robert Puette, who were previously elected by the
Board to serve as Class III directors pending the annual meeting, were
re-elected as Class III directors, with terms expiring in 2002. James

Barrington, who was previously elected by the Board to serve as a Class I
director pending the annual meeting, was re-elected as a Class I director, with
his term expiring in 2003. The only other item for business at the annual
shareholders meeting for the year 2001 was the ratification of Arthur Andersen
LLP as independent auditors for the year 2001. Arthur Andersen LLP's appointment
was ratified

Privacy Notice.

The Company has provided the following notice to shareholders under regulations
promulgated under the Gramm-Leach-Bliley Act:

We collect non-public personal information about you from the following sources:
information we receive from you on applications or other forms, and information
about your transactions with us. We do not disclose any non-public information
about you to anyone except our manager, Primecore Funding Group, Inc., and as
permitted or required by law. We restrict access to non-public personal
information about you to those employees who need to know that information to
provide services to you. We are, on occasion, required to submit non-public
information about you to government regulatory bodies to whom we must report in
the course of our business. We attempt to maintain the confidentiality of
documents produced to such entities, but must rely on the good faith and
compliance with law of such entities to protect your non-public information. We
also maintain physical, electronic and procedural safeguards to guard your
non-public personal information. Should you have any questions about the
foregoing, please feel free to contact our Investor Relations Department by
telephone at (650) 328-3060, by e-mail at info@primecore.com, or by mail at
Primecore Mortgage Trust, Inc., 99 El Camino Real, Menlo Park, California 94025,
Attn: Director of Investor Relations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Exhibits included with this Form 10-Q following the signature page, or those
incorporated by reference to other filings are:

3i.1 Articles of Incorporation of the Company are hereby incorporated herein
by reference from Exhibit 3(i) to the Company's Registration Statement on
Form 10-12G, filed on April 28, 2000

3i.2 Articles Supplementary of the Company are hereby incorporated herein by
reference from Exhibit 99.1 to the Company's Registration Statement on
Form 10-12G, filed on April 28, 2000

3ii.1 Bylaws, Amended March 21, 2000 are hereby incorporated herein by
reference from Exhibit 3(ii) to the Company's Registration Statement on
Form 10-12G, filed on April 28, 2000

3ii.2 Bylaws, Amended March 1, 2001 are hereby incorporated herein by reference
from Exhibit 3ii.2 to the Company's Annual Report on Form 10-K, filed on
March 30, 2001

4.1 Specimen Stock Certificate is hereby incorporated herein by reference
from Exhibit 99.2 to the Company's Registration Statement on Form 10-12G,
filed on April 28, 2000

4.2 Registration Rights Agreement is hereby incorporated herein by reference
from Exhibit 4.1 to the Company's Registration Statement on Form 10-12G,
filed on April 28, 2000

4.3 Founder's Registration Rights Agreement is hereby incorporated herein by
reference from Exhibit 4.2 to the Company's Registration Statement on
Form 10-12G, filed on April 28, 2000

10.1 Management Agreement dated March 30, 1999 is hereby incorporated herein
by reference from Exhibit 10 to the Company's Registration Statement on
Form 10-12G, filed on April 28, 2000

10.2 Management Agreement dated October 1, 2000 is hereby incorporated herein
by reference from Exhibit 10.2 to the Company's Annual Report on Form
10-K, filed on March 30, 2001

11.1 Statement regarding computation of per share earnings

(b) Reports on Form 8-K

Not Applicable.

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.

Dated: August 14, 2001 /s/ SUSAN FOX
-------------
Susan Fox, President

Dated: August 14, 2001 /s/ MICHAEL RIDER
-----------------
Michael Rider, Chief Financial Officer

Dated: August 14, 2001 /s/ WILLIAM E. WHITLOW
----------------------
William E. Whitlow, Chairman of the Board

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

11.1 Statement regarding computation of per share earnings