6K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

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

Filing No. 1 for the Month of July, 2006

NORTHCORE TECHNOLOGIES INC.

(Exact name of Registrant)

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

(Address of principal executive office)

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

Form 20-F x

Form 40-F ¨

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.

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

NORTHCORE TECHNOLOGIES INC.

Exhibits

On July 12, 2006, NORTHCORE TECHNOLOGIES INC. (“NORTHCORE” or the “Company”) filed its Material Change Report, dated July 12, 2006, with the applicable Canadian securities commissions and exchanges pursuant to Canadian law. As well, on July 4, 2006 the Company issued a News Release that is attached as part of this Form 6-K. The above listed documents are attached as exhibit 99.1 and exhibit 99.2 to this Form 6-K.

This Form 6-K 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 include, among others, statements about expectations of future revenues, profitability, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause NORTHCORE’s results to differ materially from expectations. These risks include NORTHCORE’s future capital needs, expectations as to profitability and operating results, ability to further develop business relationships and revenues, expectations about the markets for its products and services, acceptance of its products and services, competitive factors, ability to repay debt, ability to attract and retain employees, new products and technological changes, ability to develop appropriate strategic alliances, protection of its proprietary technology, ability to acquire complementary products or businesses and integrate them into its business, geographic expansion of its business and other such risks as NORTHCORE may identify and discuss from time to time, including those risks disclosed in NORTHCORE’s most recent Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that NORTHCORE’s plans will be achieved.

Exhibit
Number		Description

99.1		News Release Dated July 4, 2006 - ADB Completes Sale of Norwegian Business Unit - Company changes name to Northcore Technologies
99.2		Material Change Report Dated July 12, 2006

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: July 12, 2006	By:	/s/ Jeffrey Lymburner
		Name: Jeffrey Lymburner
		Title: Chief Executive Officer

Northcore Technologies Inc.

302 The East Mall, Suite 300

Toronto, ON M9B 6C7

Tel: 416 640-0400 / Fax: 416 640-0412

www.northcore.com

(TSX: ADY; OTCBB: ADBYF)

For Immediate Release

ADB COMPLETES SALE OF NORWEGIAN BUSINESS UNIT

Company changes name to Northcore Technologies

Toronto, ON - July 4, 2006 - Northcore Technologies Inc. (TSX: ADY; OTCBB: ADBYF), formerly ADB Systems International Ltd., announced that it has successfully completed the sale of its Norwegian business unit for approximately $2.8 million in cash and debt settlement as well as a four-year revenue share agreement. The transaction was recently approved by shareholders at the company’s annual general meeting. At the meeting, shareholders also voted to change the company’s name to Northcore Technologies.

The company will continue to trade under the symbols ADY on the TSX and ADBYF on the over-the-counter market until further notice. New trading symbols are expected to be introduced within two weeks pending regulatory approvals and process.

About Northcore Technologies Inc.

Northcore Technologies provides core asset solutions that help organizations source, manage and sell their capital equipment. Northcore works with a growing number of customers and partners in a variety of sectors including oil and gas, government, and financial services. Current customers include GE Commercial Financing, Halliburton Energy Resources, and Paramount Resources.

Northcore owns a 50 percent interest in GE Asset Manager, a joint business venture with GE. The company's shares trade on both the Toronto Stock Exchange (TSX: ADY) and the OTC Bulletin Board (OTCBB: ADBYF).

This news release 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 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 Northcore’s ("the Company") results to differ materially from expectations. These risks include the Company’s ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company 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. Accordingly, there is no certainty that the Company's plans will be achieved.

At Northcore Technologies Inc.

Joe Racanelli, Chief Marketing Officer

Tel: (416) 640-0400 ext. 273

E-mail: jracanelli@adbsys.com

NORTHCORE TECHNOLOGIES INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Northcore Technologies Inc. (the “Corporation”), (formerly ADB Systems International Ltd.) Valhalla Executive Centre, 302 The East Mall, Suite 300, Toronto, Ontario M9B 6C7.

Item 2. Date of Material Change

June 30, 2006

Item 3. News Release

A press release disclosing the nature and substance of the material change was issued through the facilities of CanadaNewsWire on July 4, 2006 and was filed on SEDAR.

Item 4. Summary of Material Changes

The Corporation announced on July 4, 2006 that it had successfully completed the sale of its Norwegian business unit for approximately $2.8 million in cash and debt settlement as well as a four year revenue share agreement. The special shareholder resolution approving the transaction was passed by disinterested shareholder vote held at the Corporations Annual and Special Meeting of Shareholders held on June 21, 2006. At the meeting the shareholders also voted to change the Corporation’s name to Northcore Technologies Inc. The Corporation will continue to trade under the symbols ADY on the TSX and ADBYF on the over-the-counter market until further notice.

Item 5. Full Description of Material Change

The Corporation announced on July 4, 2006 that it had successfully completed the sale of 100 percent of its Norwegian subsidiary ADB Systemer AS (“ADB Systemer”) to a group of investors, including some members of ADB Systemer management, for approximately $2.8 million (CDN) in cash and debt settlement as well as a four-year revenue share agreement (the “Share Sale”).

The particulars of the Share Sale were set out in the Corporation’s Management Information Circular dated May 18, 2006 and provided to shareholders in connection with the Corporations Annual and Special Meeting. The Corporation’s senior management and Board of Directors had recommended that shareholders approve the financial transaction. The special shareholder resolution approving the transaction was passed by disinterested shareholder vote held at the Corporations Annual and Special Meeting of Shareholders held on June 21, 2006. At the meeting the shareholders also voted to change the Corporation’s name to Northcore Technologies Inc. Following the closing of the Share Sale, the Corporation filed Articles of Amendment, dated June 30, 2006 changing the Corporations name to Northcore Technologies Inc. The Corporation will continue to trade under the symbols ADY on the TSX and ADBYF on the over-the-counter market until further notice. New trading symbols are expected to be introduced following final regulatory approvals.

Following the sale of ADB Systemer, the Corporation retains access to all technology that will be used to service existing customers. The Corporation also remains committed to the continued evolution of its core suite of technologies that enable customers to optimize the lifecycle of their capital assets. In the UK, the Corporation will continue to benefit from existing client commitments. New UK business will be subject to a multi-year shared revenue arrangement with the acquiring company.

Shareholders of the acquiring company, ADB Systemer Holding as, included members of ADB Systemer’s management. Mr. Jan Pedersen, President of Norwegian Operations, and Tor Solberg, COO of ADB Systemer, are shareholders of ADB Systemer Holding as and the sale of shares to the company in which they are investors is a related party transaction under Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions (“OSC Rule 61-501”). The Corporation’s Board of Directors, including the independent directors, considered the Share Sale agreement (the “Share Sale Agreement”) and unanimously passed a resolution approving the terms of the sale. The special shareholder resolution approving the Share Sale was passed by disinterested shareholder vote held at the Annual and Special Meeting of Shareholders held on June 21, 2006.

Management also commissioned an independent valuation of ADB Systemer to assist in the determination of the fair market value of the company. The sale price of 15,000,000 NOK was determined by the Board of Directors to be consistent with the valuation amount determined by a third party valuation and was thus established as a reasonable valuation in light of various alternatives available to the Corporation. The insider participation to the Share Purchase is exempt from the valuation and minority approval requirements of OSC Rule 61-501 because the fair market value of the shares to be sold and the consideration to be given in exchange is less than 25 percent of the market capitalization of the Corporation. The material change report regarding the announcement of the Share Sale was filed approximately 6 weeks prior to closing of the Share Sale transaction. The Sale Share transaction is subject to TSX approval. A copy of the above mentioned Share Purchase Agreement was filed on SEDAR on May 30, 2006.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8. Executive Officer

For further information, please contact:

Jeff Lymburner

Chief Executive Officer

(416) 640-0400

Item 9. Date of Report

July 12, 2006