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

Filing No. 1 for the Month of March, 2007

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.

Yes ¨ No x

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

NORTHCORE TECHNOLOGIES INC.

On March 28, 2007 Northcore Technologies Inc. (“Northcore” or the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2006.  The Company’s press release dated March 28, 2007 and full financial tables are attached to this Form 6-K as Exhibit 1.  All figures below are in Canadian dollars. 

On March 29, 2007, Northcore filed its Annual Information Form 51-102F2, including Appendix A - Audit Committee Charter, its Annual Report for the year ended December 31, 2006, the CEO and Corporate Controller Certifications of Annual Filings in Form 52-109F1, and a copy of the Company’s Code of Business Conduct and Ethics (the “Code”), with the applicable Canadian securities commissions and exchanges pursuant to Canadian law. The Company’s 2006 Annual Information Form and Appendix A is attached to this Form 6-K as Exhibit 2. The Company’s 2006 Annual Report (which includes the Company’s 2006 Financial Statements and Management’s Discussion and Analysis) is attached to this Form 6-K as Exhibit 3. The CEO’s and Corporate Controller’s Certifications of Annual Filings in Form 52-109F1 is attached to this Form 6-K as Exhibits 4 and 5, respectively. The Company’s Code is attached to this Form 6-K as Exhibit 6.

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
99.1	- Press Release dated March 28, 2007
99.2	- 2006 Annual Information Form 51-102F2 and Appendix A - Audit Committee Charter
99.3	- 2006 Annual Report (including 2006 Financial Statements and Management’s Discussion and Analysis)
99.4	- Form 52-109F1 - Certification of Annual Filings - CEO
99.5	- Form 52-109F1 - Certification of Annual Filings - Corporate Controller
99.6	- Code of Business Conduct and Ethics

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: March 30, 2007	By:	/s/ Jeffrey Lymburner
		Name: Jeffrey Lymburner
		Title: Chief Executive Officer