6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of August, 2013

NORTHCORE TECHNOLOGIES INC.

(Exact name of Registrant)

302 The East Mall, Suite 300, Toronto, Ontario Canada M9B 6C7

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 Form 20-F  x  Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __________

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 Yes o  No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Exhibit	Description
99.1	Financial Statements
99.2	Management's Discussion and Analysis
99.3	CEO Certificate
99.4	CFO Certificate

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.

	NORTHCORE TECHNOLOGIES INC.
Date: August 15, 2013	By: /s/ Don Allan
	Name: Don Allan
	Title:   CEO

EX-99.1

Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTH PERIODS

 ENDED JUNE 30, 2013 AND 2012

(AMOUNTS IN CANADIAN DOLLARS)

AUGUST 15, 2013

1

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, part 4, subsection 4.3(3)(a), if an auditor does not perform a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.  The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

2

NORTHCORE TECHNOLOGIES INC. Condensed Interim Consolidated Statements of Financial Position As at June 30, 2013 and December 31, 2012 (Expressed in thousands of Canadian dollars) (Unaudited)
	June 30,			December 31,
	2013			2012
ASSETS
CURRENT
Cash	$	49		$	21
Short-term investments (Note 4)		41			41
Accounts receivable		135			171
Deposits and prepaid expenses		50			51
		275			284
INVESTMENT IN JOINT VENTURES (Note 5)		141			196
CAPITAL ASSETS		67			86
INTANGIBLE ASSETS (Note 6)		955			1,058
GOODWILL (Note 7)		1,091			1,091
TOTAL ASSETS	$	2,529		$	2,715
LIABILITIES
CURRENT
Operating line of credit (Note 4)	$	65		$	33
Accounts payable		638			448
Accrued liabilities		390			197
Deferred revenue		83			56
Current portion of contingent consideration (Note 7)		62			71
Promissory note (Note 8)		130			85
		1,368			805
CONTINGENT CONSIDERATION (Note 7)		-			63
TOTAL LIABILITIES		1,368			868
SHAREHOLDERS’ EQUITY
Share capital		118,332			118,332
Contributed surplus		4,422			4,149
Warrants (Note 9)		-			273
Stock options (Note 10)		4,215			4,099
Deficit		(125,808	)		(125,006	)
TOTAL SHAREHOLDERS’ EQUITY		1,161			1,847
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,529		$	2,715

Going concern (Note 2)

See accompanying notes to unaudited condensed interim consolidated financial statements.  These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements.

3

NORTHCORE TECHNOLOGIES INC. Condensed Interim Consolidated Statements of Operations and Comprehensive Loss For the Three and Six Month Periods Ended June 30, 2013 and 2012 (Expressed in thousands of Canadian dollars, except per share amounts) (Unaudited)
	Three Months Ended  June 30,						Six Months Ended  June 30,
	2013			2012			2013			2012
Revenues (Note 11)	$	291		$	415		$	580		$	645
Income from GE Asset Manager, LLC (Note 5(a))		28			19			55			37
Operating expenses:
General and administrative		264			428			595			864
Customer service and technology		245			331			504			497
Sales and marketing		49			77			100			104
Stock-based compensation (Note 10)		3			140			116			483
Depreciation		61			14			122			25
Total operating expenses		622			990			1,437			1,973
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$	(303	)	$	(556	)	$	(802	)	$	(1,291	)
LOSS PER SHARE, BASIC AND DILUTED	$	(0.001	)	$	(0.002	)	$	(0.003	)	$	(0.006	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED (000’s)		234,625			234,625			234,625			230,783

See accompanying notes to unaudited condensed interim consolidated financial statements.  These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements.

4

NORTHCORE TECHNOLOGIES INC.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

For the Six Month Periods Ended June 30, 2013 and 2012

(Expressed in thousands of Canadian dollars) (Unaudited)

SIX MONTHS ENDED JUNE 30, 2013

	Share Capital		Contributed Surplus		Warrants			Stock Options		Deficit			Total
Opening balance - January 1, 2013	$	118,332	$	4,149	$	273		$	4,099	$	(125,006	)	$	1,847
Changes:
Expiry of warrants		-		273		(273	)		-		-			-
Stock-based compensation		-		-		-			116		-			116
Loss for the period		-		-		-			-		(802	)		(802	)
Closing balance – June 30, 2013	$	118,332	$	4,422	$	-		$	4,215	$	(125,808	)	$	1,161

SIX MONTHS ENDED JUNE 30, 2012

	Share Capital		Contributed Surplus		Warrants		Stock Options			Deficit			Total
Opening balance - January 1, 2012	$	117,359	$	3,586	$	836	$	3,690		$	(122,977	)	$	2,494
Changes:
Shares issued for acquisition of businesses		933		-		-		-			-			933
Exercise of stock options		40		-		-		(16	)		-			24
Stock-based compensation		-		-		-		483			-			483
Loss for the period				-		-		-			(1,291	)		(1,291	)
Closing balance – June 30, 2012	$	118,332	$	3,586	$	836	$	4,157		$	(124,268	)	$	2,643

See accompanying notes to unaudited condensed interim consolidated financial statements.  These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements.

5

NORTHCORE TECHNOLOGIES INC. Condensed Interim Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2013 and 2012 (Expressed in thousands of Canadian dollars) (Unaudited)
	2013			2012
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES
OPERATING
Loss for the period	$	(802	)	$	(1,291	)
Adjustments for:
Income from GE Asset Manager, LLC (Note 5(a))		(55	)		(37	)
Stock-based compensation (Note 10)		116			483
Depreciation		122			25
Cash interest expense		-			-
Accretion of secured subordinated notes		-			-
		(619	)		(820	)
Changes in non-cash operating working capital (Note 12)		376			5
		(243	)		(815	)
INVESTING
Cash distribution from investment in GE Asset Manager, LLC (Note 5)		109			47
Purchase of capital assets		-			(27	)
Acquisition of intangible assets		-			(79	)
Acquisition of businesses, net of cash acquired		-			(97	)
		109			(156	)
FINANCING
Proceeds from operating line of credit (Note 4)		32			-
Proceeds from promissory note (Note 8)		130
Stock options exercised (Note 10 (c))		-			24
		162			24
NET CASH INFLOW (OUTFLOW) DURING THE PERIOD		28			(947	)
CASH, BEGINNING OF PERIOD		21			1,760
CASH, END OF PERIOD	$	49		$	813

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES – See Note 11

See accompanying notes to unaudited condensed interim consolidated financial statements.  These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements.

6

NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

1.   DESCRIPTION OF BUSINESS

Northcore Technologies Inc. (“Northcore” or the “Company”) offers award-winning intellectual property, including multi-patented technology, plus powerful Enterprise and holistic Social Commerce tools, to provide innovative IP based customer solutions. Northcore's portfolio companies include Envision Online Media Inc., a specialist in the delivery of content management solutions.

Northcore’s shares trade on both the Toronto Stock Exchange (TSX: NTI) and the OTC Bulletin Board (OTCBB: NTLNF).  The principal and registered office of the Company is located at 302 The East Mall, Suite 300, Toronto, Ontario, Canada, M9B 6C7.

2.   GOING CONCERN

While the accompanying unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, certain adverse conditions and events cast substantial doubt upon the validity of this assumption.  Financial statements are required to be prepared on a going concern basis unless management either intends to liquidate the Company or cease trading or has no realistic alternative but to do so within the foreseeable future.  The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations.  The continued existence beyond 2012 is dependent on the Company’s ability to increase revenue from existing products and services, and to expand the scope of its product offering which entails a combination of internally developed software and business ventures with third parties, and to raise additional financing.  The Company cannot provide assurance that it will be able to execute on its business plan or assure that efforts to raise additional financings will be successful.

These unaudited condensed interim consolidated financial statements do not include adjustments or disclosures that may result from the Company’s inability to continue as a going concern.  If the going concern assumption were not appropriate for these unaudited condensed interim consolidated financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported net losses and the classifications used in the statements of financial position.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

3.   SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2012.  These unaudited condensed interim financial statements are in compliance with International Accounting Standard (IAS) 34, Interim Financial Reporting.  Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), have been omitted.  The preparation of these unaudited condensed interim consolidated financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates.  It also requires management to exercise judgment in applying the Company’s accounting policies.  The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements have been set out in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2012.

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis.  These statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2012.  These statements were approved by the Board of Directors on August 15, 2013.

Principles of Consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Envision Online Media Inc., Kahootkids! Inc. and ADB USA Inc.  Investments in associates and interests in joint ventures are accounted for using the equity method.  Intercompany balances and transactions are eliminated on consolidation.

Recent Accounting Pronouncements

The following accounting standards, amendments and interpretations have been issued but are not yet effective for the Company. Management is currently assessing the impact of the new standards on the Company’s accounting policies and financial statement presentation.

·   IFRS 9, Financial Instruments was issued by the IASB in October 2010 and will replace IAS 39, Financial Instruments: Recognition and Measurement.  IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.  The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9.  The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.  IFRS 9 is effective for annual periods beginning on or after January 1, 2015.

4.   SHORT-TERM INVESTMENTS AND OPERATING LINE OF CREDIT

Short-term investments include a Guaranteed Investment Certificate (GIC) of $41,000 with an annual interest rate of 0.75 percent.  The short-term investment is currently used as security for the Canadian Imperial Bank of Commerce (“CIBC”) in connection with the operating line of credit.

The Company has an operating line of credit of $150,000 available with CIBC.  The line of credit bears interest at CIBC prime rate plus 1.75 percent and is due on demand.  The line of credit is secured by a GIC in the amount of $41,000, a general security agreement over the assets of the Company and a personal guarantee from a director.  The balance in the operating line of credit as at June 30, 2013 is $65,000 (December 31, 2012 - $33,000).

8

NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

5.   INVESTMENT IN JOINT VENTURES

a)   Investment in GE Asset Manager, LLC

On September 23, 2003, the Company established a joint venture with GE Commercial Finance, with each entity holding a 50 percent interest in the joint venture.  The joint venture was formed as a Delaware Limited Liability Company and operates under the name of GE Asset Manager, LLC (“GEAM”).  The principal office of GEAM is located at 44 Old Ridgebury Road, Danbury, Connecticut.  The joint business venture develops and markets asset management technology to customers in a broad range of industries.

During the six months ended June 30, 2013, the Company’s share of income and cash distribution from GEAM were $55,000 (June 30, 2012 - $37,000) and $90,000 (June 30, 2012 - $47,000), respectively.  The investment in GEAM had a deficit balance of $26,000 as at June 30, 2013.  The investment in GEAM balance as at December 31, 2012 was $29,000.

b)   Investment in Dealco Inc.

On July 11, 2012, the Company subscribed for a 50 percent interest in Dealco Inc. (“Dealco”) by paying $150,000 cash, with 2170773 Ontario Limited and Jety Holdings Inc., each holding 25 percent interest in the Dealco.  Dealco was incorporated under the laws of the Province of Ontario with its principal office located at 1152 Yonge Street, Toronto, Ontario.  Dealco is a Toronto based technology company servicing the daily deal and online e-commerce industries.

The Company incurred transaction costs in the amount of $17,000 and recorded as part of the initial investment.  The investment in Dealco balance as at June 30, 2013 is $167,000 (December 31, 2012 - $167,000).  There were no significant operations in Dealco during the period from inception to June 30, 2013.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

6.   INTANGIBLE ASSETS

a)   Intangible assets are comprised of the following:

	December 31, 2012		Amortization			June 30, 2013
	(in thousands)
Discount This Group Purchase Platform (Note 6(b))	$	936	$	(94	)	$	842
Envision Customer List (Note 6 (c)))		26		(2	)		24
Envision Trade Name (Note 6 (d))		55		(2	)		53
Kuklamoo Technology (Note 6 (e))		41		(5	)		36
	$	1,058	$	103		$	955

b)   On December 28, 2011, the Company acquired all the intellectual property of Discount This Holdings Limited (“Discount This”), commonly known as the “Group Purchase Platform”.  In consideration of this asset acquisition, the purchase price of $630,000 was satisfied by the issuance of 4,500,000 common shares of Northcore at $0.14 per share.  In addition, direct acquisition costs in the amount of $177,000, comprised of consulting, legal and filing fees, were capitalized upon this close of the transaction.  During the year ended December 31, 2012, the Company incurred direct costs in the amount of $129,000 in connection with the development and enhancement of the Group Purchase Platform.  In accordance with IAS 38, Intangible Assets, the direct costs were capitalized. The balance of the Discount This Group Platform as at December 31, 2012 was $936,000.

During the quarter ended March 31, 2012, the Company incurred direct costs of $32,000 in connection with the development and enhancement of the Group Purchase Platform.  In accordance with IAD 38, Intangible Assets, the direct costs were capitalized.

Starting 2013, amortization will be recorded on a straight-line basis over the useful life of 5 years as the commercialization of the Discount This Group Platform is expected to begin.   During the six months ended June 30, 2013, the Company recorded amortization in the amount of $94,000 (June 30, 2012 - $nil).    The balance of Discount This Group Purchase Platform as at June 30, 2013 is $842,000.
 

In addition, if the intellectual property is sold or licensed to a third party within the two year period following the closing date, Discount This will be entitled to an additional cash payment of 10 percent of the associated proceeds.

c)   Envision Customer List

Envision Customer List was acquired in connection with the acquisition of Envision on March 27, 2012.  The fair value of the Envision Customer List was $28,000 and was determined by an independent third party valuation (See Note 7).  Management has determined the useful life of the Envision Customer List to be 10 years.  Amortization during 2012 of $2,000 was recorded on a straight-line basis over the useful life of 10 years.  The balance of Envision Customer List as at December 31, 2012 was $26,000.

During the six months ended June 30, 2013, the Company recorded amortization in the amount of $2,000 (June 30, 2012 - $nil).  The balance of Envision Customer List as at June 30, 2013 is $24,000.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

d)   Envision Trade Name

Envision Trade Name was acquired in connection with the acquisition of Envision on March 27, 2012.  The fair value of the Envision Trade Name was $60,000 and was determined by an independent third party valuation (See Note 7).  Management has determined the useful life of the Envision Trade Name to be 10 years.  Amortization during 2012 of $5,000 was recorded on a straight-line basis over the useful life of 10 years.  The balance of Envision Trade Name as at December 31, 2012 was $55,000.

During the six months ended June 30, 2013, the Company recorded amortization in the amount of $2,000 (June 30, 2012 - $nil).   The balance of Envision Trade Name as at June 30, 2013 was $53,000.

e)   Kuklamoo Technology

Kuklamoo Technology was acquired in connection with the acquisition of Kuklamoo on March 27, 2012.  The fair value of the Kuklamoo Technology of $48,000 was determined by an independent third party valuation (See Note 7).  Management has determined the useful life of the Kuklamoo Technology to be 5 years.  Amortization during 2012 of $7,000 was recorded on a straight-line basis over the useful life of 5 years.  The balance of Kuklamoo Technology as at December 31, 2012 was $41,000.

During the six months ended June 30, 2013, the Company recorded amortization in the amount of $5,000 (June 30, 2012 - $nil).  The balance of Kuklamoo Technology as at June 30, 2013 was $36,000

7.   ACQUISITION OF BUSINESSES

On March 27, 2012, the Company acquired 100 percent of the outstanding shares of Envision, a specialist in the delivery of content management solutions. As part of the same transaction, the Company also acquired from common shareholders, 85 percent of the outstanding shares of Kahootkids! Inc. (operating as “Kuklamoo”), a group discount and community portal targeting young families with children.

The purchase price was satisfied by the issuance of 7,778,000 common shares valued at $933,000 based on the Company’s closing share price of $0.12 on March 27, 2012.  In addition, a cash payment of $100,000 was paid at closing, with the remaining $200,000 to be paid over the next two years, subject to achieving specific performance criteria as set out by the Company.  IFRS 3, Business Combinations, requires the contingent cash payment to be measured at fair value as at the acquisition date.  The Company has determined the fair value of the contingent cash payment at inception to be $134,000 (current portion of $71,000 and long-term portion of $63,000)  based on a discount rate of 13 percent and 80 percent probability of the performance criteria being satisfied.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

During the six months ended June 30, 2013, the Company recorded $56,000 in connection with year one performance targets and accrued $62,000 towards year two performance targets.

The consideration transferred and acquisition date fair values assigned to Envision and Kuklamoo’s assets acquired and liabilities assumed are as follows:

    Total Purchase Price:

	Amount
	(in thousands)
Cash	$	100
Common shares (7,778,000 at $0.12 per share)		933
Net present value of estimated future payments		134
Total Purchase Price	$	1,167

     Acquisition Date Fair Values:

	Amount
	(in thousands)
Cash	$	3
Short-term investments		40
Accounts receivable		79
Deposits and prepaid expenses		15
Capital assets		8
Accounts payable		(101	)
Accrued liabilities		(33	)
Deferred revenue		(35	)
Deferred tax liability		(36	)
Total net assets		(60	)
Envision customer list (Note 6 (c))		28
Envision trade name (Note 6 (d))		60
Kuklamoo technology (Note 6 (e))		48
Goodwill		1,091
Total Purchase Price	$	1,167

Envision’s customer base, technological expertise and geographic reach are all highly synergistic to Northcore’s stated objectives of expansion within the Social Commerce arena.  In addition, the skill set of the Envision team is completely complementary to Northcore and will allow the conjoined entity to target a higher tier of business development opportunities.

Goodwill of $1,091,000 represents the excess of purchase price over the fair values of net assets acquired, none of which is deductible for tax purposes. The fair values of Envision Customer List and Trade Name in the amount of $28,000 and $60,000, respectively, and Kuklamoo technology in the amount of $48,000 were determined by independent third party valuation of the fair values of assets acquired and liabilities assumed.  Acquisition related costs in the amount of $25,000 were expensed as incurred.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

During the quarter ended June 30, 2012, the Company acquired the remaining 15 percent of Kuklamoo.  As consideration, the Company agreed to pay 15 percent of the cumulative profits of Kuklamoo in the event of sale of Kuklamoo to a third party.  No provision has been recorded for this contingent consideration.

8.   PROMISSORY NOTE

During the six months ended June 30, 2013, the Company received a promissory note in the amount of $130,000.  The note bears interest at 12 percent, due on demand and secured by a general security agreement.

9.   WARRANTS

a)   The following table summarizes the transactions within warrants.

	Number			Amount
	(in thousands of warrants and dollars)
Opening balance – January 1, 2013		5,665		$	273
Warrants expired (Note 9 (b))		(5,665	)		(273	)
Closing balance – June 30, 2013		-		$	-

b)   During the quarter ended March 31, 2013,  2,765,000 warrants (book value of $73,000) in connection with the Series L Notes expired unexercised and were accordingly cancelled.

During the quarter ended June 30, 2013,  2,900,000 warrants (book value of $200,000) in connection with an Equity Private Placement in June of 2011 expired unexercised and were accordingly cancelled.

10.  STOCK OPTIONS

a)   The following table summarizes the transactions within stock options.

	Number			Amount
(in thousands of options and dollars)
Opening balance, January 1, 2013		19,499		$	4,099
Granted (Note 10 (b))		18,000			-
Cancelled		(5,342	)		-
Stock-based compensation expense		-			116
Closing balance – June 30, 2013		32,157		$	4,215
Exercisable		25,046

b)   During the six months ended June 30, 2013, the Company granted 18,000,000 stock options to employees, officers and directors of the Company.  The weighted average grant date fair value of $0.01 per option was valued using the Cox-Rubinstein binomial valuation model with the following assumptions: volatility of 109 percent based on a historical trend of five years, a risk free interest rate of 1.21 percent, a maturity of five years, share price of $0.02 and a dividend yield of nil.

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

c)   During the quarter ended March 31, 2012, total proceeds of $24,000 were realized from the exercise of 250,000 stock options (book value of $16,000) at an average exercise price of $0.10.  The average trading price at the time of exercise of these options was $0.11.

11.  REVENUES

Revenues are comprised of the following:

	Three Months Ended  June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands)
Services	$	192	$	310	$	380	$	487
Hosting fees		99		105		200		158
	$	291	$	415	$	580	$	645

12.  SUPPLEMENTAL CASH FLOWS INFORMATION

The following table sets forth the changes in non-cash working capital items resulting from the inflow (outflow) of cash in the period.

	Six Months Ended  June 30,
	2013		2012
	(in thousands)
Accounts receivable	$	36	$	(107	)
Deposits and prepaid expenses		1		(22	)
Accounts payable		190		95
Accrued liabilities		122		(70	)
Deferred revenue		27		109
	$	376	$	5

The following table summarizes the non-cash financing activities of the Company.

	Six Months Ended  June 30,
	2013		2012
	(in thousands)
Issuance of common shares for acquisition of businesses	$	-	$	933

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NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

13.   FINANCIAL RISK FACTORS

a)   Credit Risk

Credit risk arises from cash and short-term investments and the potential that a customer will fail to meet its contractual obligations under a software licensing and related services agreement or an e-commerce enabling agreement.

The Company invests its cash and short-term investments with counterparties that are high credit quality.  Given these high credit ratings, the Company does not expect any counterparties to fail to meet their obligations.

One customer accounted for 35 percent (June 30, 2012 – 32 percent) of total revenues for the quarter ended June 30, 2013.  As at June 30, 2013, one customer accounted for 22 percent (December 31, 2012 – no customers accounted for more than 10 percent) of total accounts receivable.

The following table summarizes the aging of accounts receivable as at the reporting date.

	June 30, 2013		December 31, 2012
	(in thousands)
Current	$	44	$	87
Past due (61-120 days)		27		46
Past due (> 120 days)		64		38
	$	135	$	171

The allowance for doubtful accounts recorded as at June 30, 2013 was $nil (December 31, 2012 - $nil).

b)   Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due.  The Company’s approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, as disclosed in Note 2 to the unaudited condensed interim consolidated financial statements.  The Company’s accounts payable and accrued liabilities are due within the current fiscal year.  The Company manages its liquidity risk by continuously monitoring forecast and actual cash flows.

14.   TRANSACTIONS WITH RELATED PARTIES

Parties related to the Company include officers and Board members.  Unless stated otherwise, no transactions include special characteristics or terms.  Balances are generally settled in cash.

During the quarter ended June 30, 2013, the Company recorded consulting fees in the amount of $15,000 (June 30, 2012 - $24,000) to related parties.  During the six months ended June 30, 2013, the Company recorded consulting fees in the amount of $30,000 (June 30, 2012 - $39,000) to related parties.

15

NORTHCORE TECHNOLOGIES INC.

Notes to Condensed Interim Consolidated Financial Statements

For the Three and Six Month Periods Ended June 30, 2013 and 2012

(Expressed in Canadian dollars) (Unaudited)

 15.  SUBSEQUENT EVENTS

At Northcore’s duly called Special and Annual Shareholders meeting held on July 23, 2013 the following resolutions were approved:

·   Election of Directors: C. Bulger, R. Deslippe, D. Mackenzie, M. Smith

·   Appointment of Auditors: A Chan LLP

·   Consolidation of Common Shares: 20:1 consolidation

·   Asset Purchase Transaction: issuance of 48% common shares in Northcore to Cielo for the purchase of renewable diesel intellectual property

·   Name Change: to Cielo Technologies, or such other name as the directors decide

·   Option Pool Increase: to 15% of outstanding shares post Cielo IP purchase

The shareholders approved the foregoing resolutions subject to the Directors’ decisions to implement and regulatory approvals.

Convertible Debenture Private Placement

The Company closed a private placement of $840,000 in convertible debentures on July 25, 2013. The debentures have a term of one year, provide an annual interest of 12%, and convert at the option of the holder into common shares of Northcore at a conversion price of $0.015 per share. The conversion into common shares is automatic upon Northcore closing the purchase of Cielo intellectual property.  A total of 56,000,000 common shares would be issued upon conversion of the total offering, which comprised $155,000 of cash proceeds and $685,000 in settlement of company liabilities.

16

NORTHCORE TECHNOLOGIES INC.

Corporate Directory

DIRECTORS   T. Christopher Bulger Chairman     Ryan Deslippe Board Member     Michael Smith Board Member CORPORATE OFFICES   Northcore Technologies Inc. 302 The East Mall, Suite 300 Toronto, Ontario, M9b 6C7   Envision Online Media Inc. 1306 Wellington St. W. Ste 401 Ottawa, Ontario K1Y 3B2     AUDITORS   Collins Barrow Toronto LLP 11 King Street West Suite 700, Box 27 Toronto, Ontario M5H 4C7     ADDITIONAL SHAREHOLDER INFORMATION   Website: www.northcore.com   Email: investor-relations@northcore.com             SHARES OUTSTANDING   As at June 30, 2013: 234,625,479 common shares   REGISTRAR & TRANSFER AGENT   Equity Financial Trust Company 200 University Avenue, Suite 400 Toronto, Ontario M5H 4H1     STOCK EXCHANGE LISTINGS   Toronto Stock Exchange     Symbol: NTI OTC Bulletin Board  Symbol: NTLNF                             © 2013 Northcore Technologies Inc.

17

EX-99.2

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTH PERIODS

ENDED JUNE 30, 2013 AND 2012

(AMOUNTS IN CANADIAN DOLLARS)

AUGUST 15, 2013

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

OVERVIEW

Northcore Technologies Inc. (“Northcore” or the “Company”) offers award-winning intellectual property, including multi-patented technology, plus powerful Enterprise and holistic Social Commerce tools, to provide innovative IP based customer solutions. Northcore's portfolio companies include Envision Online Media Inc., a specialist in the delivery of content management solutions.

Northcore’s shares trade on both the Toronto Stock Exchange (TSX: NTI) and the OTC Bulletin Board (OTCBB: NTLNF).  The principal and registered office of the Company is located at 302 The East Mall, Suite 300, Toronto, Ontario, Canada, M9B 6C7.

This Management’s Discussion and Analysis (MD&A) for Northcore should be read with the unaudited condensed interim consolidated financial statements for the period ended June 30, 2013, as well as the audited consolidated financial statements and MD&A for the year ended December 31, 2012.  This document was approved by the Board of Directors on August 14, 2013.

DEVELOPMENTS IN THE SECOND QUARTER OF 2013

Northcore accomplished the following activities in the period:

The Company signed an interim agreement with Cielo Gold Corp. (CNSX: CMC) to purchase certain assets that include the Blue Horizon Bio-Diesel Fuel demonstration plant and related intellectual property, that are now producing renewable green diesel fuel from municipal solid waste, with industry leading quality.

Under terms of the agreement, Northcore will purchase the renewable diesel intellectual property in exchange for the issue of Northcore shares equivalent to a 48% ownership position in Northcore.  Northcore will receive a 50% share of the profits resulting from commercialization of this intellectual property, which include new production plants that will be financed by Cielo.

Closing of the transaction is subject to the completion of a definitive asset purchase agreement and related due diligence, execution of closing documentation, plus applicable regulatory approvals. As noted in subsequent events within this Q2 2013 reporting, Northcore’s shareholders approved the proposed transaction with Cielo at the Special and Annual Shareholder Meeting held on July 23, 2013.

The President of Cielo and Blue Horizon Bio-Diesel, Mr. Don Allan, was appointed as CEO of Northcore.

2

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this report may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws.  These risks include, among others, statements about expectations of future revenues, cash flows, and cash requirements.  Forward-looking statements are subject to risks and uncertainties that may cause our results to differ materially from expectations.

These risks include:

·   The timing of our future capital needs and our ability to raise additional capital when needed;

·   Increasingly longer sales cycles;

·   Potential fluctuations in our financial results and our difficulties in forecasting;

·   Volatility of the stock markets and fluctuations in the market price of our stock;

·   The ability to buy and sell our shares on the OTC Bulletin Board;

·   Our ability to compete with other companies in our industry;

·   Our dependence upon a limited number of customers;

·   Our ability to retain and attract key personnel;

·   Risk of significant delays in product development;

·   Failure to timely develop or license new technologies;

·   Risks relating to any requirement to correct or delay the release of products due to software bugs or errors;

·   Risk of system failure or interruption;

·   Risks associated with any further dramatic expansions and retractions in the future;

·   Risks associated with international operations;

·   Problems which may arise in connection with the acquisition or integration of new businesses, products, services, technologies or other strategic relationships;

·   Risks associated with protecting our intellectual property, and potentially infringing the intellectual property rights of others;

·   Fluctuations in currency exchanges;

·   Risks to holders of our common shares following any issuance of our preferred shares; and

·   The ability to enforce legal claims against us or our officers or directors.

Other such risks as we may identify and discuss from time to time, including those risks disclosed in the Company’s Form 20-F filed with the Securities and Exchange Commission, and Management Information Circular, may also cause our results to differ materially from expectations.

We encourage you to carefully review these risks, as outlined above, to evaluate your existing or potential investment in our securities.

3

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

RESULTS OF OPERATIONS

Comparison of the Quarters Ended June 30, 2013 and June 30, 2012

The following commentary compares the unaudited consolidated financial results for the three month periods ended June 30, 2013 and June 30, 2012 and analyzes significant changes in the consolidated statements of operations and comprehensive loss.

Overview:   Northcore reported an Operational EBITDA loss for the second quarter of $239,000, an improvement of $136,000 or 36 percent from the Operational EBITDA loss of $375,000 reported for the second quarter of 2012.  A decrease in operating expenses contributed to the reduction in Operational EBITDA loss during the period.

Our loss for the second quarter of 2013 was $303,000, a loss of $0.001 per share, compared to a loss of $556,000 or $0.002 per share, for the same quarter of 2012, an improvement of $253,000 or 46 percent.  The improvement in loss was attributed primarily to a significant decrease in operating expenses, partially offset by a corresponding decrease in revenues.

Revenues:  Revenues are comprised of application hosting activities provided to customers, the sale of software licenses, and the delivery of technology services, such as application and website development, content management solution and software customization.

Revenues for the quarter decreased to $291,000 from $415,000, a decrease of $124,000 or 30 percent for the same quarter of 2012. The decrease in services revenues was the primary reason for the reduction in revenues during the quarter.

Income from GEAM, LLC:  Income is derived from using the equity method of accounting to record the Investment in GEAM, LLC.

Income from investments increased by $9,000 or 47 percent, to $28,000 for the quarter ended June 30, 2013, from $19,000 for the same period of 2012.  The increase was due to a new application developed in 2012 and being hosted in the current period.

General and Administrative:  General and administrative expenses include, primarily: all salaries and related expenses (including benefits and payroll taxes) other than technology staff compensation (which is included in customer service and technology expenses), and sales and marketing staff compensation (which is included in sales and marketing expenses), occupancy costs, bad debt expense, foreign exchange gains or losses, professional fees, insurance, investor relations, regulatory filing fees, and travel and related costs.

General and administrative expenses decreased by $164,000 or 38 percent to $264,000 for the quarter ended June 30, 2013, compared to $428,000 for the quarter ended June 30, 2012. The decrease was attributed primarily to a reduction in workforce and lower consulting, legal and investor relations fees during the quarter.

Customer Service and Technology:  Customer service and technology costs include all salaries and related expenses associated with the provision of implementation, consulting, application hosting, support and training services.  For the quarter ended June 30, 2013, these costs amounted to $245,000, a decrease of $86,000 or 26 percent as compared to $331,000 reported in the same quarter of 2012.  The decrease in workforce contributed to the reduction in technology expense.

4

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

Sales and Marketing:Sales and marketing costs include all salaries and related expenses for our sales and marketing personnel as well as business development expenses such as advertising, sales support materials, and trade show costs.  For the quarter ended June 30, 2013, sales and marketing costs amounted to $49,000, as compared to $77,000 in the same period of 2012, a decrease of $28,000 or 36 percent.  The decrease in travel and promotional costs contributed to the reduction in sales and marketing expenses.

Stock-based Compensation:  Stock-based compensation expense for the quarter ended June 30, 2013 amounted to $3,000, as compared to $140,000 for the same period of 2012.  Stock-based compensation expense was higher in 2012 due to the vesting expense associated with the options granted during the period.

Depreciation: Depreciation expense for the quarter ended June 30, 2013 was $61,000, compared to $14,000 recorded in the same period of 2012. The increase was due to the amortization of intangible assets in connection with the acquisition of Envision.

Comparison of the Six Month Periods Ended June 30, 2013 and June 30, 2012

The following commentary compares the unaudited consolidated financial results for the six month periods ended June 30, 2013 and June 30, 2012 and analyzes significant changes in the consolidated statements of operations and comprehensive loss and consolidated statements of cash flows.

Overview:  Our year-to-date Operational EBITDA loss was $564,000, an improvement of $167,000 or 23 percent from the operational EBITDA loss of $731,000 reported for the same period of 2012.  A reduction in operating expenses contributed to the reduction in Operational EBITDA loss during the period.

The year-to-date loss was $802,000, a loss of $0.003 per share for 2013, compared to a loss of $1,291,000 or $0.006 per share, for the same period of 2012.  The decrease in loss for the six months ended June 30, 2013 was attributed primarily to lower general and administrative and stock-based compensation expense, partially offset by a corresponding decrease in revenues.

Revenue:  Revenues decreased by $65,000 or 10 percent, to $580,000 for the six months ended June 30, 2013, from $645,000 for the same period of 2012.  The decline inrevenues was attributed to a decrease in services revenues, partially offset by an increase in hosting revenues.  

Income from GEAM, LLC:  Income is derived from using the equity method of accounting to record the Investment in GEAM, LLC.  Income from investments increased by $18,000 or 49 percent, to $55,000 for the six months ended June 30, 2013, from $37,000 for the same period of 2012.  The increase was due to a new application developed in 2012 and being hosted in the current period.

5

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

General and Administrative:  General and administrative expenses decreased by $164,000 to $264,000 for the six months ended June 30, 2013, from $428,000 for the same period in 2012, an decrease of 38 percent.  The decrease was attributed primarily to a reduction in workforce and lower consulting, legal and investor relations fees during the period.

Customer Service and Technology:  For the six months ended June 30, 2013, these costs amounted to $245,000, as compared to $331,000 for the same period of 2012, a decrease of $86,000 or 26 percent.  The reduction in workforce was the main reason for the decrease in costs.

Sales and Marketing:Sales and marketing expenses decreased by $28,000 to $49,000 for the six months ended June 30, 2013, from $77,000 for the same period in 2012, a decrease of 36 percent.  The decrease in travel and promotional costs contributed to the reduction in sales and marketing expenses.

Stock-based Compensation:  Stock-based compensation expense for the six months ended June 30, 2013 amounted to $116,000 of non-cash expenses, as compared to $483,000 for the same period of 2012, a decrease of $367,000 or 76 percent.  Stock-based compensation expense was higher in 2012 due to the vesting expense associated with the options granted during the period.

Depreciation: Depreciation expense increased to $122,000 for the first half of 2013, compared to $25,000 for the same period of 2012.  The increase was due to the amortization of intangible assets in connection with the acquisition of Envision.

Cash Flows from Operating Activities: Operating activities resulted in cash outflows of $243,000 for the first half of 2013, as compared to cash outflows of $815,000 from operating activities in the first half of 2012.  The increase in working capital contributed to the improvement in operating cash outflows during the 2013.

Cash Flows from Investing Activities:  Investing activities resulted in cash inflows of $109,000 during the first half of 2013, as compared to cash outflows of $156,000 for the same period of 2012.  Cash inflows during 2013 were due cash distributions from the investment in GEAM, whereas the acquisitions of Envision and Kuklamoo and intangible assets resulted in cash outflows in 2012.

Cash Flows from Financing Activities: Financing activities generated cash inflows of $162,000 for the first half of 2013, as compared to inflows of $24,000 for the same period of 2012.   Cash inflows during 2013 were due to the exercise of stock options of $32,000 and proceeds from operating line of credit of $130,000.  Cash inflows from 2012 were due to the exercise of stock options for $24,000.

6

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

SUMMARY OF QUARTERLY RESULTS

The following table sets forth certain unaudited consolidated statements of operations data for each of the eight most recent quarters that, in management’s opinion, consist of normal recurring adjustments, necessary for a fair presentation of the information presented. These operating results are not necessarily indicative of results for any future period and should not be relied on to predict future performance.

Quarter ended	June 30, 2013			Mar 31, 2013		Dec 31, 2012		Sep 30, 2012			Jun 30, 2012		Mar 31, 2012			Dec 31, 2011			Sep 30, 2011
(in thousands of Canadian dollars, except per share amounts)
Revenues	$	291		$	289	$	330	$	387		$	415	$	230		$	212		$	203
Other income:
Income from GE Asset Manager		28			27		27		18			19		18			15			18
Operating expenses:
General and administrative		264			331		392		429			428		436			362			351
Customer service and technology		245			259		295		321			331		166			183			181
Sales and marketing		49			51		50		71			77		27			51			75
Stock-based compensation		3			113		(165		107			140		343			248			372
Depreciation and amortization		61			61		24		12			14		11			12			8
Total operating expenses		622			815		596		940			990		983			856			987
Loss from operations		(303	)		(499		(239		(535	)		(556		(735	)		(629	)		(766	)
Finance costs:
Interest on notes payable and    secured subordinated notes		-			-		-		-			-		-			10			20
Accretion of secured subordinated notes		-			-		-		-			-		-			21			34
Total finance costs		-			-		-		-			-		-			31			54
Loss before recovery of income taxes		(303	)		(499		(239		(535	)		(556		(735	)		(660	)		(820	)
Recovery of income taxes		-			-		(36		-			-		-			-			-
Loss and comprehensive loss for the period	$	(303	)	$	(499	$	(203	$	(535	)	$	(556	$	(735	)	$	(660	)	$	(820	)
Loss per share - basic and diluted	$	(0.001	)	$	(0.002	$	(0.001	$	(0.002	)	$	(0.002	$	(0.003	)	$	(0.003	)	$	(0.004	)

7

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

RECONCILIATION OF LOSS TO OPERATIONAL EBITDA (1)

Quarter ended	Jun 30, 2013			Mar 31, 2013			Dec 31, 2012			Sep 30, 2012			Jun 30, 2012			Mar 31, 2012			Dec 31, 2011			Sep 30, 2011
(in thousands)
Loss for the period, as per above	$	(303	)	$	(499	)	$	(203	)	$	(535	)	$	(556	)	$	(735	)	$	(660	)	$	(820	)
Reconciling items:
Stock-based compensation		3			113			(165	)		107			140			343			248			372
Depreciation		61			61			24			12			14			11			12			8
Interest expense		-			-			-			-			-			-			31			54
Recovery of income taxes		-			-			(36	)		-			-			-			-			-
Non-recurring professional fees		-			-			-			-			27			25			-			-
OPERATIONAL EBITDA	$	(239	)	$	(325	)	$	(380	)	$	(416	)	$	(375	)	$	( 356	)	$	(369	)	$	(386	)

(1)   Operational EBITDA is defined as the loss before interest, taxes, depreciation, stock-based compensation, non-cash and non-recurring items.  The Company considers Operational EBITDA to be a meaningful performance measure as it provides an approximation of operating cash flows.

ACQUISITION OF BUSINESSES

On March 27, 2012, the Company acquired 100 percent of the outstanding shares of Envision, a specialist in the delivery of content management solutions. As part of the same transaction, the Company also acquired from common shareholders, 85 percent of the outstanding shares of Kahootkids! Inc. (operating as “Kuklamoo”), a group discount and community portal targeting young families with children.

The purchase price was satisfied by the issuance of 7,778,000 common shares valued at $933,000 based on the Company’s closing share price of $0.12 on March 27, 2012.  In addition, a cash payment of $100,000 was paid at closing, with the remaining $200,000 to be paid over the next two years, subject to achieving specific performance criteria as set out by the Company.  IFRS 3, Business Combinations, requires the contingent cash payment to be measured at fair value as at the acquisition date.  The Company has determined the fair value of the contingent cash payment at inception to be $134,000 based on a discount rate of 13 percent and 80 percent probability of the performance criteria being satisfied.

8

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

The consideration transferred and acquisition date fair values assigned to Envision and Kuklamoo’s assets acquired and liabilities assumed are as follows:

      Total Purchase Price:

	Amount
	(in thousands)
Cash	$	100
Common shares (7,778,000 at $0.12 per share)		933
Net present value of estimated future payments		134
Total Purchase Price	$	1,167

Acquisition Date Fair Values:

	Amount
	(in thousands)
Cash	$	3
Short-term investments		40
Accounts receivable		79
Deposits and prepaid expenses		15
Capital assets		8
Accounts payable		(101	)
Accrued liabilities		(33	)
Deferred revenue		(35	)
Deferred tax liability		(36	)
Total net assets		(60	)
Envision customer list		28
Envision trade name		60
Kuklamoo technology		48
Goodwill		1,091
Total Purchase Price	$	1,167

Envision’s customer base, technological expertise and geographic reach are all highly synergistic to Northcore’s stated objectives of expansion within the Social Commerce arena.  In addition, the skill set of the Envision team is completely complementary to Northcore and will allow the conjoined entity to target a higher tier of business development opportunities.

Goodwill of $1,091,000 represents the excess of purchase price over the fair values of net assets acquired, none of which is deductible for tax purposes. The fair values of Envision Customer List and Trade Name in the amount of $28,000 and $60,000, respectively, and Kuklamoo technology in the amount of $48,000 were determined by independent third party valuation of the fair values of assets acquired and liabilities assumed.  Acquisition related costs in the amount of $25,000 were expensed as incurred.

During the quarter ended June 30, 2012, the Company acquired the remaining 15 percent of Kuklamoo.  As consideration, the Company agreed to pay 15 percent of the cumulative profits of Kuklamoo in the event of sale of Kuklamoo to a third party.  No provision has been recorded for this contingent consideration.

9

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

RELATED PARTY TRANSACTIONS

Parties related to the Company include officers and Board members.  Unless stated otherwise, no transactions include special characteristics or terms.  Balances are generally settled in cash.

During the quarter ended June 30, 2013, the Company recorded consulting fees in the amount of $15,000 (June 30, 2012 - $24,000) to related parties.  During the six months ended June 30, 2013, the Company recorded consulting fees in the amount of $30,000 (June 30, 2012 - $39,000) to related parties.

LIQUIDITY AND CAPITAL RESOURCES

The Company has been funded to date primarily through a series of equity private placements, convertible debentures, options and warrants exercises, sales of equity to and investments from strategic partners and gains from investments.  Since inception, the Company has received aggregate net proceeds of $101.7 million from debt and equity financing and has realized $25.8 million in gains on investment disposals. The Company has not earned profits to date and at June 30, 2013, has an accumulated deficit of $125.8 million.  The Company expects to incur losses further into 2013 and there can be no assurance that it will ever achieve profitability.  Operating results have varied on a quarterly basis in the past and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of the Company’s control.

The Company has incurred negative annual cash flows from operations since inception and expects to continue to expend substantial funds to continue to develop technology, build an infrastructure to support business development efforts and expand other areas of business including the acquisition of, or strategic investments in, complementary products, businesses or technologies.  The Company has historically relied on non-operational sources of financing to fund its operations.  The Company’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan and to successfully repay or refinance obligations as they come due.  Management believes that it has the ability to raise additional financing.  The Company cannot provide assurance that it will be able to execute on its business plan or assure that efforts to raise additional financings would be successful.

Current assets of $275,000 were exceeded by current liabilities of $1,368,000 by $1,093,000 at the end of the second quarter of 2013.  Current assets of $284,000 were exceeded by current liabilities of $805,000 by $521,000 at the end of the fourth quarter of 2012.

Cash increased by $28,000 to $49,000 as at June 30, 2013 from $21,000 as at December 31, 2012.  This increase in cash was the result of the activities described in the Results of Operations section above.

10

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

CONTRACTUAL OBLIGATIONS

As at June 30, 2013, the Company's contractual obligations, including payments due by periods over the next five fiscal years, are as follows:

	Total		Remainderof 2013		2014		2015		2016		2017
	(in thousands)
Operating leases	$	489	$	111	$	196	$	66	$	66	$	50
License agreements		100		50		50		-		-		-
	$	589	$	161	$	246	$	66	$	66	$	50

GOING CONCERN

While the accompanying unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, certain adverse conditions and events cast substantial doubt upon the validity of this assumption.  Financial statements are required to be prepared on a going concern basis unless management either intends to liquidate the Company or cease trading or has no realistic alternative but to do so within the foreseeable future.  The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations.  The continued existence beyond 2013 is dependent on the Company’s ability to increase revenue from existing products and services, and to expand the scope of its product offering which entails a combination of internally developed software and business ventures with third parties, and to raise additional financing.  The Company cannot provide assurance that it will be able to execute on its business plan or assure that efforts to raise additional financings will be successful.

These unaudited condensed interim consolidated financial statements do not include adjustments or disclosures that may result from the Company’s inability to continue as a going concern.  If the going concern assumption were not appropriate for these unaudited condensed interim consolidated financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported net losses and the classifications used in the statements of financial position.

CRITICAL ACCOUNTING ESTIMATES

The preparation of accompanying unaudited condensed interim consolidated financial statements in conformity with IFRS 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting years.  These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future.  These estimates have been applied in a manner consistent with that in the prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the assumptions utilized in these unaudited condensed interim consolidated financial statements.  Significant estimates made by the Company include the determination of identifiable assets in the business combination, the recoverable amount of intangible assets and goodwill, contingent consideration, valuation of stock-based payments and the expected requirements for non-operational funding.  Actual results could differ from these estimates.

The Company determines the fair value of stock-based compensation using the Cox-Rubinstein binomial valuation model, which requires management to make assumptions regarding the volatility rate, risk free interest rate, average share price, expect term and dividend yield.

11

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

CRITICAL ACCOUNTING POLICIES

We periodically review our financial reporting and disclosure practices and accounting policies to ensure that they provide accurate and transparent information relative to the current economic and business environment.  As part of this process, we have reviewed our selection, application and communication of critical accounting policies and financial disclosures. We have determined that the critical accounting policies related to our core ongoing business activities are primarily those that relate to revenue recognition.  Other significant accounting policies are described in Note 3 to our audited annual consolidated financial statements for the year ended December 31, 2012.

REVENUE RECOGNITION

The Company’s revenues are derived from services (application development activities, software implementation and license fees, training and consulting, product maintenance and customer support), and application hosting fees.  Fees for services are billed separately from licenses of the Company’s products.

Revenue from the rendering of services is recognized when the following criteria are met:

·   The amount of revenue can be measured reliably;

·   The stage of completion can be measured reliably;

·   The receipt of economic benefits is probable; and

·   The costs incurred or to be incurred can be measured reliably.

Revenue from the sale of goods is recognized when the following criteria are met:

·   The amount of revenue can be measured reliably;

·   The risks and rewards of ownership have been transferred to the buyer;

·   The receipt of economic benefits is probable; and

·   The costs incurred or to be incurred can be measured reliably.

12

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

In addition to the above general principles, the Company applies the following specific revenue recognition policies:

·   Application and Web Development Fees

Typically, development of applications for the Company’s customers are provided based on a predetermined fixed hourly rate basis.  Revenue is recognized as time is incurred throughout the development process.

·   Implementation, Training and Consulting Service Fees

The Company receives revenue from implementation of its product offerings, consulting services and training services.  Customers are charged a fee based on time and expenses.  Revenue from implementation, consulting service and training fees is recognized as the services are performed or deferred until contractually defined milestones are achieved or until customer acceptance has occurred, as the case may be, for such contracts.

·   Product Maintenance and Customer Support Fees

The Company receives revenue from maintaining its products and the provision of on-going support services to customers.  The maintenance and support fees are typically equal to a specified percentage of the customers’ license fee.  If associated with the fixed fee license model, the maintenance revenues received are recorded as deferred revenue and recognized on a straight-line basis over the contract period.

Services revenue from maintenance and support is recognized when the services are performed.  Maintenance and support revenues paid in advance are non-refundable and are recognized on a straight-line basis over the term of the agreement, which typically is 12 months.

·   Hosting Fees

The Company earns revenue from the hosting of customer websites and applications.  Under existing hosting contracts, the Company charges customers a recurring periodic flat fee.  The fees are recognized as the hosting services are provided.

·   Multiple Deliverable Revenue Arrangements

The Company also enters into transactions that represent multiple elements arrangements, which may include one or more of the following: intellectual property licensing, software, application development, maintenance, hosting, and/or other professional service offerings.  These multiple element arrangements are assessed to determine whether they can be sold separately in order to determine if they can be treated as more than one unit of accounting or element for the purpose of revenue recognition.  The Company allocates the arrangement fee, in a multiple element transaction, to the separate elements based on their relative selling prices, as indicated by vendor-specific objective evidence or third-party evidence of selling price, and if both are not available, estimated selling prices are used.  The allocated portion of the arrangement which is undelivered is then deferred.

13

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

RECENT ACCOUNTING PRONOUNCEMENTS

The following accounting standards, amendments and interpretations have been issued but are not yet effective for the Company. Management is currently assessing the impact of the new standards on the Company’s accounting policies and financial statement presentation.

·   IFRS 9, Financial Instruments was issued by the IASB in October 2010 and will replace IAS 39, Financial Instruments: Recognition and Measurement.  IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.  The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9.  The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.  IFRS 9 is effective for annual periods beginning on or after January 1, 2015.

SUBSEQUENT EVENTS

At Northcore’s duly called Special and Annual Shareholders meeting held on July 23, 2013 the following resolutions were approved:

·   Election of Directors: C. Bulger, R. Deslippe, D. Mackenzie, M. Smith

·   Appointment of Auditors: A Chan LLP

·   Consolidation of Common Shares: 20:1 consolidation

·   Asset Purchase Transaction: issuance of 48% common shares in Northcore to Cielo for the purchase of renewable diesel intellectual property

·   Name Change: to Cielo Technologies, or such other name as the directors decide

·   Option Pool Increase: to 15% of outstanding shares post Cielo IP purchase

The shareholders approved the foregoing resolutions subject to the Directors’ decisions to implement and regulatory approvals.

Convertible Debenture Private Placement

The Company closed a private placement of $840,000 in convertible debentures on July 25, 2013. The debentures have a term of one year, provide an annual interest of 12%, and convert at the option of the holder into common shares of Northcore at a conversion price of $0.015 per share. The conversion into common shares is automatic upon Northcore closing the purchase of Cielo intellectual property.  A total of 56,000,000 common shares would be issued upon conversion of the total offering, which comprised $155,000 of cash proceeds and $685,000 in settlement of Company liabilities.

14

NORTHCORE TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Three and Six Month Periods Ended June 30, 2013 and 2012

Dated: August 15, 2013

DIRECTORS   T. Christopher Bulger Chairman   Ryan Deslippe Board Member   Michael Smith Board Member CORPORATE OFFICES   Northcore Technologies Inc. 302 The East Mall, Suite 300 Toronto, Ontario, M9b 6C7   Envision Online Media Inc. 1306 Wellington St. W. Ste 401 Ottawa, Ontario K1Y 3B2     AUDITORS   Collins Barrow Toronto LLP 11 King Street West Suite 700, Box 27 Toronto, Ontario M5H 4C7     ADDITIONAL SHAREHOLDER INFORMATION   Website: www.northcore.com   Email: investor-relations@northcore.com             SHARES OUTSTANDING   As at June 30, 2013: 234,625,479 common shares     REGISTRAR & TRANSFER AGENT   Equity Financial Trust Company 200 University Avenue, Suite 400 Toronto, Ontario M5H 4H1     STOCK EXCHANGE LISTINGS   Toronto Stock Exchange     Symbol: NTI OTC Bulletin Board  Symbol: NTLNF                         © 2013 Northcore Technologies Inc.

15

EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Don Allan, Chief Executive Officer of Northcore Technologies Inc., certify the following:

1.         Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Northcore Technologies Inc. (the "issuer") for the interim period ended June 30, 2013.

2.         No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.         Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.         Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5.         Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1        Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR-material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6.         Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2013 and ended on June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: Aug. 15, 2013

Don Allan

___________________

Chief Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Chris Bulger, Chief Financial Officer of Northcore Technologies Inc., certify the following:

1.         Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Northcore Technologies Inc. (the "issuer") for the interim period ended June 30, 2013.

2.         No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.         Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.         Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5.         Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1        Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR-material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6.         Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2013 and ended on June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: Aug. 15, 2013

Chris Bulger

____________________

Chief Financial Officer