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

Filing No. 1 for the Month of June, 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- __________

Exhibit	Description
99.1	- AGM Report of Voting Results
99.2	- News Release Dated June 19, 2007
99.3	- Material Change Report

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: June 28, 2007	By:	/s/ Jeffrey Lymburner
		Name: Jeffrey Lymburner
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

NORTHCORE TECHNOLOGIES INC.

(the “Corporation”)

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Held on June 13, 2007

REPORT OF VOTING RESULTS

National Instrument 51-102 - Continuous Disclosure Obligations Section 11.3

In accordance with Section 11.3 of the National Instrument 51-102, the following describes the matters voted upon and the voting results obtained at the Annual and Special Meeting of the Corporation held on June 13, 2007 in Toronto, Ontario (the “Meeting”).

The following matters were put to a vote by a show of hands and proxies received at the Meeting.

General Business
MATTER VOTED UPON		VOTING RESULT
1.	Election of Directors The election of the following nominees as directors of the Corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed: T. CHRISTOPHER BULGER DUNCAN COPELAND DAVID GELINEAU JEFFREY LYMBURNER JIM MOSKOS DARROCH ROBERTSON	Carried

Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the directors named above by a show of hands, the voting results were as follows:

Number of Votes FOR	Percentage of Total Votes FOR	Number of Votes WITHELD	Percentage of Votes WITHHELD
19,031,576	96.45%	699,612	3.55%

2. Appointment of Auditors   The appointment of KPMG LLP, Chartered Accountants as auditors of the Corporation for the current fiscal year and authorizing the Board of Directors to fix the auditors’ remuneration. Carried

Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the resolution by a show of hands, the voting results were as follows:

Number of Votes FOR	Percentage of Total Votes FOR	Number of Votes WITHELD	Percentage of Votes WITHHELD
19,096,155	96.78%	635,033	3.22%

Special Business

MATTER VOTED UPON		VOTING RESULT
3.	Amendment of the By-laws to Change the Quorum Requirements for Shareholder Meetings A special resolution authorizing the amendment of the By-laws of the Corporation to change the requirements of quorum for the transaction of business at any meeting of shareholders.	Carried

 

Based on the report of proxies provided by the scrutineers at the meeting and considering that all registered shareholders present in person at the Meeting voted FOR the resolution by a show of hands, the voting results were as follows:

Number of Votes FOR	Percentage of Total Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
18,497,855	93.74%	1,233,333	6.26%

EX-99.2

Exhibit 99.2

  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: NTI; OTCBB: NTLNF)

For Immediate Release

NORTHCORE PROVIDES FUNDING ACTIVITY UPDATE

Completes Series G restructuring; Closes Series K debentures

Toronto, ON  – June 19, 2007 – Northcore Technologies Inc. (TSX: NTI; OTCBB:NTLNF), a global provider of core asset solutions, announced today that it has successfully closed the transactions related to its Series G and Series K convertible notes funding activities.  The company received subscriptions related to the financing on June 15 and on June 18.

Northcore has issued a new series of secured convertible debentures to existing holders of Series G notes, which matured on June 15, 2007.   The new convertible notes, identified going forward as Series K, will pay holders 11 percent interest per annum over a two-year term and have an issued value of approximately $1.36 million.

Under the terms of the Series K notes, Northcore will make quarterly interest payments to holders through the issuance of common shares. Series K holders will be able to convert any or all of the principal amount of their debentures into common shares priced at $0.12 per share.  Debentures will automatically convert into common shares, priced at $0.12 each, if Northcore’s shares trade for $0.30 or more per share for a period of 10 consecutive trading days on the TSX.  As per securities requirements, a hold period of four months and a day is in effect.

Northcore’s board of directors considered the financing arrangements and unanimously passed a resolution approving the terms.  Northcore has also received conditional approval from the TSX for the financing arrangements. Northcore’s management felt that closing the private placement as soon as possible following its initial announcement was reasonable in the circumstances.

Approximately four percent of the restructured debt represents the reinvestment of company insiders.  The insider portion of the private placement is exempt from the valuation and minority approval requirements of the OSC Rule 61-501 since the fair market value of the private placement is less than 25 percent of the market capitalization of the company.

As announced recently, Northcore will issue up to 2.99 million common shares towards an interest debt repayment of $449,000 related to Series G refinancing.  Each share is priced at $0.15.

“With the close of the Series G and K transactions and new funding activities well underway, our efforts are focused on sustaining the revenue growth and expense-reduction trends that we have

-more-

Northcore provides funding activity update/2

experienced since our relaunch as Northcore,” Jeff Lymburner, CEO of Northcore Technologies Inc. said.  “Over the second half of 2007, we anticipate accelerated deal flow and improved bottom-line performance consistent with recent results.”

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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 Finance, Paramount Resources and Trilogy Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, a joint business venture with GE.

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.

Contact:

At Northcore Technologies Inc.

Joe Racanelli

Tel: (416) 640-0400 ext. 273

Fax: (416) 640-0412                                                                

E-mail: jracanelli@northcore.com

EX-99.3

Exhibit 99.3

NORTHCORE TECHNOLOGIES INC.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.  Name and Address of Company

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

Item 2.  Dates of Material Change

June 15 and 18, 2007.

Item 3.  News Release

A press release disclosing the nature and substance of the material changes was issued through the facilities of CanadaNewsWire on June 19, 2007 and was filed on SEDAR.

Item 4.  Summary of Material Changes

The Corporation announced on June 19, 2007 that it had successfully completed the transactions related to its Series G and Series K convertible notes funding activities.

Item 5.  Full Description of Material Change

Closing of Private Placements in connection with Restructuring of Series (G) Notes

The Corporation announced today that it has successfully closed the transactions related to its Series G and Series K convertible notes funding activities.  The company received subscriptions related to the financing on June 15 and on June 18.

Northcore has issued a new series of secured convertible debentures by way of private placement to existing holders of Series G notes, which matured on June 15, 2007.   The new convertible notes, identified going forward as Series K, will pay holders 11 percent interest per annum over a two-year term and have an issued value of approximately $1.36 million.

Under the terms of the Series K notes, Northcore will make quarterly interest payments to holders through the issuance of common shares. Series K holders will be able to convert any or all of the principal amount of their debentures into common shares priced at $0.12 per share.  Debentures will automatically convert into common shares, priced at $0.12 each, if Northcore’s shares trade for $0.30 or more per share for a period of 10 consecutive trading days on the TSX.  As per securities requirements, a hold period of four months and a day is in effect.

As announced recently, Northcore will issue up to 2.99 million common shares towards an interest debt repayment of $449,000 related to the Series G note refinancing.  Each share is priced at $0.15.

Mr. Jeffrey Lymburner, an officer of the Corporation and  Mr. Jim Moskos also an officer of the Corporation subscribed for an aggregate principal amount of $50,000 and $10,000 of the Series (K) notes, respectively and for 110,000 and 22,000 common shares in connection with the interest debt repayment, respectively.  The issue of debentures and common shares to these individuals 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, considered the proposed private placement transactions and unanimously passed a resolution approving the terms of both of the private placements. Approximately four percent of the restructured debt represents the reinvestment of company insiders.  The insider portion of the private placements is exempt from the valuation and minority approval requirements of OSC Rule 61-501 because the fair market value of the insider private placement is less than 25 percent of the market capitalization of the Corporation. The material change report respecting the initial announcement of the private placement was filed less than twenty-one days prior to the closing of the private placements as management felt that closing the private placements as soon as possible following their initial announcement was reasonable in the circumstances.  The Corporation has also received conditional approval from the TSX for the private placement.

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 ext. 320

Item 9.  Date of Report

June 19, 2007.