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 May, 2008

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	News Release dated May 14, 2008 - NORTHCORE REPORTS FIRST QUARTER 2008 FINANCIAL RESULTS
99.2	First Quarter Financial Data
99.3	First Quarter Report
99.4	Certifications of Interim Filings

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: May 15, 2008	By:	/s/ Duncan Copeland
		Name: Duncan Copeland
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

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 REPORTS FIRST QUARTER 2008 FINANCIAL RESULTS

Toronto, ON - May 14, 2008 - Northcore Technologies Inc. (TSX: NTI; OTCBB:NTLNF), a global provider of core asset solutions, announced today its interim financial results for the first quarter ended March 31, 2008.  All figures are reported in Canadian dollars.

Northcore reported revenues of $157,000 for the first quarter, a decrease of 49 percent from the $309,000 generated in the fourth quarter of 2007.  In the same period of 2007, Northcore generated revenue of $322,000.

“This disappointing outcome is explained by the loss of development resources and the attendant loss of billable hours throughout the quarter,” said Duncan Copeland, CEO of Northcore.   “However, our successes in GE’s Asset Manager, our joint venture with General Electric, are starting to build on each other.  It is the recurring revenues from product sales, rather than the system development fees, that are the basis for Northcore’s higher margined future growth.”

Northcore derives its revenues from application hosting activities provided to customers, royalty fees from its business partners, the sale of software licenses, and the delivery of technology services, such as application development and software customization.

Northcore reported a net loss for the first quarter of $692,000 or $0.01 per share, basic and diluted.   This compares to a net loss of $536,000 in the fourth quarter of 2007 and a net loss of $550,000 in the first quarter of 2007.  The increase in net loss was attributed to the decline in revenue and additional refinancing charges, as operating expenses decreased slightly quarter over quarter.

Northcore also reported an EBITDA loss in the first quarter of 2008 of  $526,000.  This compares to an EBITDA loss of $372,000 in the fourth quarter of 2007 and an EBITDA loss of $368,000 in the first quarter of 2007.

EBITDA loss is defined as losses before interest, taxes, depreciation, amortization, employee stock options and discontinued operations.  Northcore considers EBITDA to be a meaningful performance measure as it provides an approximation of operating cash flows.

As at March 31, 2008, Northcore held cash and cash equivalents of $579,000, and accounts receivable of approximately $100,000.

- more -

Northcore reports Q1 2008 results/2

Operating highlights

Northcore realized a number of operating achievements in the period, notably:

• Northcore deployed The Asset Appraiser and Client Appraisal Manager software tools for a key strategic partner. This technology subsequently began processing commercial transactions.

• In partnership with GE, Northcore extended the availability of the industry leading GEasset.com marketing portal to selected third party clients. The site can be viewed at www.GEasset.com.

• Northcore released an enhanced version of the Asset Tracker application with direct linkages to the GEasset.com sales platform.

• Northcore completed a private placement securing gross proceeds of $525,000 through the issuance of convertible debentures.

Outlook

“The current recessionary market creates demand for our tools and technologies to support the optimized management and disposition of capital assets. GE Asset Manager is uniquely positioned to bring a holistic solution to customers in the changing market environment,” said Duncan Copeland.

Northcore will hold a conference call at 10:00 a.m. (Eastern time) on Thursday May 15 to discuss its financial results and review operational activities.  Investors and followers of the company can listen to a live broadcast of the call from the investor relations section of the company’s website, www.northcore.com.

About Northcore Technologies Inc.

Northcore Technologies provides software solutions and services that help organizations source, manage and sell their capital equipment and assets.  Northcore works with a growing number of customers and partners in a variety of sectors including financial services, manufacturing, oil and gas and government.   Some of our current customers include GE Commercial Finance, Paramount Resources, The Brick and Trilogy Energy Trust among others.

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

-more-

Northcore reports Q1 2008 results/3

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.

Duncan Copeland

Tel: (416) 640-0400 ext. 360

Fax: (416) 640-0412                                                                

E-mail: dcopeland@northcore.com

(financial results follow)

EX-99.2

Exhibit 99.2

Northcore Technologies Inc.

Consolidated Balance Sheet

(expressed in thousands of Canadian dollars)

(Canadian GAAP, Unaudited)

	March 31,	March 31,	December 31,
	2008	2008	2007
	(unaudited)	(unaudited)	(audited)
		(in US$)
		translated
		into US$ at
		Cdn$ 1.0275
		for
		convenience
Cash	$              579	$              564	$              478
Other current assets	133	129	157
Other assets	43	42	52
Total assets	$              755	$              735	$              687
Accounts payable and accrued liabilities	$              693	$              674	$              577
Deferred revenue	130	126	52
Current portion of long term debts	354	345	378
Non-current portion of long term debts	1,437	1,399	1,280
Shareholders' deficiency	(1,859)	(1,809)	(1,600)
Total liabilities and shareholders' deficiency	$              755	$              735	$              687

Northcore Technologies Inc.
Consolidated Statement of Operations and Comprehensive Income
(expressed in thousands of Canadian dollars, except per share amounts)
(Canadian GAAP, Unaudited)
	Three Months Ended
	March 31,
	2008	2008	2007
		translated
		into US$ at
		Cdn$ 1.0275
		for
		convenience
Revenue	$            157	$            153	$            322
General and administrative	443	431	447
Customer service and technology	178	173	172
Sales and marketing	62	60	71
Employee stock options	10	10	7
Depreciation and amortization	9	9	9
Total operating expenses	702	683	706
Loss from operations before the under-noted	(545)	(530)	(384)
Interest expense:
Cash interest expense	69	67	64
Accretion of secured subordinated notes	78	76	103
Interest income	-	-	(1)
	147	143	166
Net loss and comprehensive loss for the period	$           (692)	$           (673)	$           (550)
Loss per share, basic and diluted	$          (0.01)	$          (0.01)	$          (0.01)
Weighted average number of shares outstanding basic and diluted (000's)	108,508	108,508	83,834

EX-99.3

Exhibit 99.3

First Quarter 2008 Report

May 14, 2008

PROFILE

Northcore Technologies Inc. (“Northcore” or the “Company”) provides software solutions and services that help organizations source, manage and sell their capital equipment and assets.  Our integrated offerings are designed for organizations in the financial services, manufacturing, oil and gas, and government sectors to:

• Streamline the sourcing and procurement of critical assets, while reducing purchasing costs;

• Track the location of assets, ensuring improved asset utilization and redeployment of idle equipment;

• Manage the inventory of materials more effectively, resulting in reduced purchasing costs, improved access to key supplies, and easier transfer of materials to where they are needed; and

• Accelerate the sale of surplus assets while generating higher yields.

Some of our current customers include GE Commercial Finance, Paramount Resources, The Brick and Trilogy Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, LLC (also referred to as “GE Asset Manager”), a joint business venture with GE Capital Corporation, through its business division GE Commercial Finance, Capital Solutions (“GE Commercial Finance”).  Together, the companies work with leading organizations around the world to help them gain more value from and more control over their assets.  GE Asset Manager customers include Kraft Foods Inc., GE Infrastructure and The Toro Company.

Northcore’s shares trade on both the Toronto Stock Exchange (TSX: NTI) and the OTC Bulletin Board (OTCBB: NTLNF).

Additional information about Northcore can be obtained at www.northcore.com.

2

LETTER TO SHAREHOLDERS

Dear Shareholders,

Northcore continues to focus on key strategic initiatives that will bring long term value to the Company and its shareholders. Of note is the continuing convergence of the core technology suite and its expanded use in a number of Fortune 500 companies. This expanded set of asset sourcing, tracking, appraisal and disposition tools will be offered through our joint venture with GE.  These steps are crucial in our continuing migration towards a product-based business model through 2008 and onwards.

Financial Results

Our net loss for the first quarter was $692,000 or $0.01 per share, basic and diluted.   This compares to a net loss of $536,000 in the fourth quarter of 2007 and a net loss of $550,000 in the first quarter of 2007.  The increase in net loss was attributed to the decline in revenue and additional refinancing charges, as operating expenses decreased slightly quarter over quarter.

“This disappointing outcome is explained by the loss of development resources and the attendant loss of billable hours throughout the quarter,” said Duncan Copeland, CEO of Northcore.   “However, our successes in GE’s Asset Manager, our joint venture with General Electric, are starting to build on each other.  It is the recurring revenues from product sales, rather than the system development fees, that are the basis for Northcore’s higher margined future growth.”

Northcore also reported an EBITDA loss in Q1 of  $526,000.  This compares to an EBITDA loss of $372,000 in the fourth quarter of 2007 and an EBITDA loss of $368,000 in the first quarter of 2007.

EBITDA loss is defined as losses before interest, taxes, depreciation, amortization, employee stock options and discontinued operations.  We consider EBITDA to be a meaningful performance measure as it provides an approximation of operating cash flows.

As at March 31, 2008, we held cash and cash equivalents of $579,000 and accounts receivable of approximately $100,000.

Operating highlights

We realized a number of operating achievements in the period, notably:

• Northcore deployed The Asset Appraiser and Client Appraisal Manager software tools for a key strategic partner. This technology subsequently began processing commercial transactions.

• In partnership with GE, Northcore extended the availability of the industry leading GEasset.com marketing portal to selected third party clients. The site can be viewed at www.GEasset.com.

• Northcore entered the testing phase of a comprehensive remarketing system for a leading global electronics group.

• Northcore completed a private placement securing gross proceeds of $525,000 through the issuance of convertible debentures.

3

Outlook

“The current recessionary market creates demand for our tools and technologies to support the optimized management and disposition of capital assets.  GE Asset Manager is uniquely positioned to bring a holistic solution to customers in the changing market environment,” said Duncan Copeland.

Yours truly,

Duncan Copeland, CEO

May 2008

4

CONSOLIDATED BALANCE SHEETS

(in thousands of Canadian dollars) (Unaudited)

	March 31,			December 31,
	2008			2007
ASSETS
CURRENT
Cash	$	579		$	478
Accounts receivable		97			119
Deposits and prepaid expenses		36			38
		713			635
CAPITAL ASSETS		43			52
	$	755		$	687
LIABILITIES
CURRENT
Accounts payable	$	398		$	321
Accrued liabilities		295			256
Deferred revenue		130			52
Current portion of notes payable (Note 4)		354			378
		1,177			1,007
NOTES PAYABLE (Note 4)		198			205
SECURED SUBORDINATED NOTES (Note 5)		1,239			1,075
		2,614			2,287
SHAREHOLDERS’ DEFICIENCY
Share capital (Note 6)		104,512			104,495
Contributed surplus (Note 7)		2,122			2,099
Warrants		533			533
Stock options (Note 8)		1,356			1,346
Other options		193			193
Conversion feature on secured subordinated notes (Note 5)		1,374			991
Deficit		(111,949	)		(111,257	)
		(1,859	)		(1,600	)
	$	755		$	687

Continuation of the business (Note 2)

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

5

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands of Canadian dollars, except per share amounts) (Unaudited)

	Three Months Ended March 31
	2008			2007
Revenues (Note 9)		157			322
Operating expenses:
General and administrative		443			447
Customer service and technology		178			172
Sales and marketing		62			71
Employee stock options		10			7
Depreciation		9			9
Total operating expenses		702			706
Loss from operations before the under-noted		(545	)		(384	)
Interest expense:
Cash interest expense		68			64
Accretion of secured subordinated notes		79			103
Interest income		-			(1	)
		147			166
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$	(692	)	$	(550	)
LOSS PER SHARE, BASIC AND DILUTED	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED (000’s)		108,508			83,834

CONSOLIDATED STATEMENTS OF DEFICIT

(in thousands of Canadian dollars) (Unaudited)

	Three Months Ended March 31,
	2008			2007
DEFICIT, BEGINNING OF PERIOD		(111,257	)		(108,945	)
NET LOSS FOR THE PERIOD		(692	)		(550	)
DEFICIT, END OF PERIOD	$	(111,949	)	$	(109,495	)

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

6

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of Canadian dollars) (Unaudited)

	Three Months Ended  March 31,
	2008			2007
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES
OPERATING
Net loss for the period	$	(692	)	$	(550	)
Items not affecting cash:
Employee stock options		10			7
Depreciation		9			9
Accretion of secured subordinated notes		79			103
		(594	)		(431	)
Changes in non-cash operating working capital (Note 10)		294			59
		(300	)		(372	)
INVESTING
Capital assets		-			(10	)
		-			(10	)
FINANCING
Secured subordinated notes (Note 5)		525			-
Repayment of notes payable (Note 4)		(124	)		-
		401			-
NET CASH INFLOW (OUTFLOW) DURING THE PERIOD		101			(382	)
CASH, BEGINNING OF PERIOD		478			475
CASH, END OF PERIOD	$	579		$	93
SUPPLEMENTAL DISCLOSURE OF CASH PAYMENTS
Interest paid	$	124		$	15
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES -See Note 10

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

7

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim consolidated financial statements of Northcore Technologies Inc. (“Northcore” or the "Company") should be read in conjunction with the Company's most recent annual audited consolidated financial statements.  The accompanying unaudited interim consolidated financial statements include all subsidiaries and have been prepared in accordance with Canadian generally accepted accounting principles (‘‘GAAP’’) for the purposes of interim financial information. Accordingly, they do not include all information and notes as required by Canadian GAAP in the preparation of annual consolidated financial statements. The accounting policies used in the preparation of the accompanying unaudited interim consolidated financial statements are the same as those described in the Company’s audited consolidated financial statements prepared in accordance with Canadian GAAP for the three years ended December 31, 2007, except as described below.

Adoption of New Accounting Policies

Capital Disclosures

Effective January 1, 2008, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 1535, Capital Disclosures.  This new Handbook Section establishes standards for disclosing information about an entity’s capital and how it is managed.  It requires the disclosure of information about an entity’s objectives, policies and processes for managing capital.  These new disclosures are included in Note 12.

Financial Instruments

Effective January 1, 2008, the Company adopted the new recommendations of CICA Handbook Section 3862, Financial Instruments - Disclosures and Handbook Section 3863, Financial Instruments - Presentation.  Section 3862 requires entities to provide disclosures in their financial statements that enable users to evaluate the significance of financial instruments on the entity’s financial position and its performance and the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks.  Section 3863 establishes standards for presentation of financial instruments and non-financial derivatives.  It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equities, the classification of related interest, dividends, losses and gains, and circumstances in which financial assets and financial liabilities are offset.

The adoption of these standards did not have any impact on the classification and valuation of the Company’s financial instruments.  The new disclosures pursuant to these new Handbook Sections are included in Note 13.

The Company had no “other comprehensive income or loss” transactions during the quarter ended March 31, 2008 and no opening or closing balances for accumulated other comprehensive income or loss.

8

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

2. CONTINUATION OF THE BUSINESS

While the accompanying unaudited 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 Company’s ability to continue as a going concern will be dependent on management’s ability to successfully execute its business plan including a substantial increase in revenue as well as maintaining operating expenses at or near the same level as 2007.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.

These unaudited 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 interim consolidated financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported net losses and the balance sheet classifications used.

Management believes that continued existence beyond March 31, 2008 is dependent on its 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.

3. TRANSACTIONS WITH RELATED PARTIES

During the quarter ended March 31, 2008, the Company compensated the current Chief Executive Officer in the amount of $15,000 (March 31, 2007 - $nil).

During the quarter ended March 31, 2008, the Company compensated the Chairman in the amount of $15,000 (March 31, 2007 - $15,000) for acting as the Chair of the Board.

Also during the quarter ended March 31, 2008, the Company paid $7,000 (March 31, 2007 - - $15,000) in interest relating to the secured subordinated notes to related parties.  In addition, refer to Note 4 (c).

4. NOTES PAYABLE

        a) The Series H secured subordinated notes with a principal balance of $170,000 matured on October 21, 2007.  The Company entered into an agreement with the debt holders in December 2007 to repay the accrued interest of $60,000 in cash in January 2008 and the principal of $170,000 over a two year term at an interest rate of 11 percent, in blended quarterly interest and principal payments of $24,000.  As of the date of refinancing, the total amount to be repaid was $230,000 ($145,000 representing current portion of notes payable including the accrued interest of $60,000, and $85,000 representing long term portion of notes payable).  The notes payable were issued to private investors including an amount totaling $20,000 issued to a director/officer of the Company.  The notes payable mature on December 31, 2009 and are secured as per the Series H security terms.

9

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

During the quarter ended March 31, 2008, the Company repaid $60,000 and accrued interest in the amount of $7,000.  The balance outstanding as at March 31, 2008 is $177,000 ($114,000 representing current portion and $63,000 representing long term portion of notes payable).

         b) During the quarter ended March 31, 2008, the Company entered into an agreement with the remaining Series G debt holders to repay the accrued interest of $113,000 and the principal of $240,000 over a two year term at an interest rate of 12 percent in blended interest and principal quarterly payments of $40,000.  As of the date of refinancing, the total refinanced amount was $353,000 ($233,000 representing current portion of notes payable including the accrued interest of $113,000, and $120,000 representing long term portion of notes payable).  The notes payable mature on December 31, 2009 and are secured as per the Series G security terms.  The classification of this obligation at December 31, 2007 was reflected based on these terms.

During the quarter ended March 31, 2008, the Company repaid $65,000 and accrued interest in the amount of $8,000.  The balance outstanding as at March 31, 2008 is $296,000 ($189,000 representing current portion and $107,000 representing long term portion of notes payable).

     c) During the quarter ended March 31, 2008, the Company entered into an agreement to assign $50,000 face value of the Series K secured subordinated notes held by a director and shareholder of the Company to a Canadian financial institution.  The Company agreed to repay the accrued interest and related costs of $30,000 and the principal of $50,000 over a two year term at an interest rate of 11 percent in blended interest and principal quarterly payments of $11,000.  The total refinanced amount is $80,000 ($52,000 representing current portion of notes payable and $28,000 representing long term portion of notes payable).  The notes payable mature on December 31, 2009 and are secured as per the Series K security terms.

Upon the initial issuance of the Series K secured subordinated notes, the Company separated the liability and equity components.  For the $50,000 face value, the resulting pro rata fair values of the liability component of the notes and the conversion features of the shares were $27,000 and $23,000, respectively.  The liability component was to be accreted to $50,000 over the term of the Series K notes through the recording of non-cash interest expense until such date as which the underlying notes were converted into common shares.

As of the date of the assignment, the liability component had been accreted to $34,000.  As a result of the refinancing and the terms of the note payable, the Company recorded the following amounts during the quarter ended March 31, 2008: (1) the equity component of the Series K notes of $23,000 was transferred to contributed surplus; (2) the 29,000 common shares recorded in the amount of $4,000, which were issued in settlement of previously recorded interest expense of $4,000 on the $50,000 of Series K notes up to the period ended March 31, 2008 were cancelled and the amount was reclassified to the notes payable balance; (3) the 110,000 common shares recorded in the amount of $17,000, which were issued in settlement of the previously recorded interest expense of $17,000 on the Series G notes that were rolled into the $50,000 of Series K notes were cancelled and the amount was reclassified to the notes payable balance; and (4) a charge of $25,000 was recorded as a non-cash charge in general and administrative expenses in order to record the face amount of the note payable as of the date of refinancing.

10

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

5. SECURED SUBORDINATED NOTES

     a) During the quarter ended March 31, 2008, the Company issued Series L secured subordinated notes with a face value of $525,000.  The Series L notes mature March 31, 2013, have an annual interest rate of 10 percent and are convertible into equity units at a price of $0.10 per unit.  Interest for the first two years is payable in shares upon the earlier of conversion or each anniversary date of the closing date.  Interest payable for the remaining term of the notes is payable in cash upon the earlier of conversion, each anniversary date of the closing date, or maturity.Each equity unit consisted of one common share and one share-purchase warrant with an exercise price of $0.15 per warrant.  The warrants expire on the earlier of (i) March 31, 2013 and (ii) the date which is sixty days following the issuance of a notice by the Company to holders confirming that the closing price of the Company’s common shares, on the Toronto Stock Exchange, was greater than or equal to $0.36 for any 10 consecutive trading days.  The afore-mentioned conversion provisions are subject to a four month and one day holding period.  The Series L notes are secured by a general security agreement on the assets of the Company, subordinated to the security claims provided to the holders of previously issued notes.

As required by Canadian GAAP, the Company separated the liability and equity components of the Series L secured subordinated notes.  The Company determined the fair value of the liability component of the Series L notes by calculating the present value of the associated cash flows, using a discount rate that reflects the Company’s underlying rate of borrowing.  The Company determined the fair value of the conversion feature at the issue date of the Series L notes using the Cox-Rubinstein binomial valuation model.  The resulting pro rata fair values of the liability component of the notes and the conversion features of the units, comprised of shares and attached warrants, was $119,000, $221,000 and $185,000, respectively.  The liability component will be accreted to $525,000 over the term of the Series L notes through the recording of a non-cash interest expense until such date at which the underlying notes are converted into common shares.  Financing costs in the amount of $21,000 were expensed in general and administrative expenses as incurred on the issuance of Series L notes.

The terms of the previously issued secured subordinated notes are more fully described in Note 9 to the annual consolidated financial statements for the year ended December 31, 2007.

b)        As at March 31, 2008, accrued liabilities include $124,000 (December 31, 2007 - $109,000) ofunpaid interest payable relating to the secured subordinated notes.

   c)  Accrued liabilities include accrued interest payable to related parties in connection with the secured subordinated notes is as follows:

11

	March 31, 2008		December 31, 2007
	(in thousands)
Series I	$	19	$	16
Series J		13		10
Series K		2		2
Total	$	34	$	28

d) Interest payments relating to the secured subordinated notes totaling $7,000 were made to related parties in the quarter ended March 31, 2008 (March 31, 2007 - $15,000).

e)        The following summarizes the face and fair values of the liability and the equity components of the secured subordinated notes.

	Three Months Ended March 31, 2008
Secured Subordinated Notes	Face Value			Carrying Value
	(in thousands)
Opening balance - January 1, 2008	$	1,945		$	1,075
Issuance of notes:
Series L (Note 5 (a))		525			119
Accreted (non-cash) interest		-			79
Refinancing of notes:
Series K (Note 4 (c))		(50	)		(34	)
Closing balance - March 31, 2008	$	2,420		$	1,239
Current portion of notes	$	-		$	-
Long-term portion of notes - Series I, J, K and L		2,420			1,239
Closing balance - March 31, 2008	$	2,420		$	1,239

Conversion Features on Secured Subordinated Notes	Three Months Ended March 31, 2008
Including Conversion Feature of Attached Warrants	Common Shares Issuable			Carrying Value
	(in thousands)
Opening balance - January 1, 2008		19,133		$	991
Issuance of notes:
Series L (Note 5 (a))		10,500			406
Refinancing of notes:
Series K (Note 4 (c))		(416	)		(23	)
Closing balance - March 31, 2008		29,217		$	1,374

12

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

6. SHARE CAPITAL

         a) Authorized

Unlimited number of common shares

Unlimited number of preference shares - issuable in series

 b) Outstanding Common Shares

	Three Months Ended March 31, 2008
	Shares			Amount
	(in thousands of shares and dollars)
Opening balance - January 1, 2008		108,287		$	104,495
Payment of interest (Note 6 (c))		251			38
Shares cancelled (Note 4 (c))		(139	)		(21	)
Closing balance - March 31, 2008		108,399		$	104,512

c) Payment of Interest

During the quarter ended March 31, 2008, accrued interest in the amount of $38,000 relating to Series K was settled through the issuance of 251,000 common shares based on a fair value of $0.15 per share.

7. CONTRIBUTED SURPLUS

a) The following table summarizes the transactions within contributed surplus.

	March 31, 2008
	(in thousands)
Opening balance - January 1, 2008		$	2,099
Refinancing of note (Note 4 (c))			23
Closing balance - March 31, 2008		$	2,122

8. STOCK OPTIONS

As at March 31, 2008, 3,415,000 stock options were outstanding to employees and directors of which 3,045,000 were exercisable.  As at December 31, 2007, 3,532,000 stock options were outstanding to employees and directors, of which 2,921,000 were exercisable.

The Company records a compensation expense for stock options granted to employees and directors based on the fair value method of accounting.  For the three month periods ended March 31, 2008 and March 31, 2007, the employee stock option expense was $10,000 and $7,000, respectively.

13

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

9. REVENUES

Revenues are comprised of the following:

	Three Months Ended  March 31,
	2008		2007
	(in thousands)
Services	$	93	$	196
Hosting		55		50
Royalty fees		9		76
	$	157	$	322

10. 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.

	Three Months Ended  March 31,
	2008		2007
	(in thousands)
Accounts receivable	$	22	$	(125	)
Deposits and prepaid expenses		2		5
Accounts payable		77		47
Accrued liabilities		115		164
Deferred revenue		78		(32	)
	$	294	$	59

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

	Three Months Ended March 31,
	2008		2007
	(in thousands)
Issuance of common shares in settlement of interest payments	$	38	$	-
Issuance of notes payable in settlement of secured subordinated notes and related interest	$	80	$	-

14

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

11. INVESTMENT IN JOINTLY CONTROLLED COMPANY

The unaudited interim consolidated financial statements of the Company reflect the Company’s pro rata share of the joint venture’s assets, liabilities, and results of operations in accordance with the proportionate consolidation method of accounting.  The effect of proportionate consolidation of the joint venture on the Company’s unaudited interim consolidated financial statements is summarized as follows:

Consolidated Balance Sheets	March 31, 2008				December 31, 2007
		(in thousands)
Current assets		$	48		$	36
Current liabilities			(51	)		(31	)
Net investment		$	(3	)	$	5

	Three Months Ended  March 31,
Consolidated Statements of Operations	2008		2007
	(in thousands)
Operating revenue	$	18	$	20
Operating expenses		-		-
Net income	$	18	$	20

	Three Months Ended March 31,
Consolidated Statements of Cash Flows	2008			2007
	(in thousands)
Operating activities	$	(24	)	$	-
Financing activities		-			-
Net cash (outflow) inflow	$	(24	)	$	-

12. CAPITAL DISCLOSURES

The Company’s objective when managing capital is to safeguard its accumulated capital in order to provide adequate return to shareholders by maintaining sufficient levels of funds, in order to support and further expand upon the Company’s current product base.

The capital structure of the Company consists debt, net of cash and cash equivalents and equity comprised of issued capital, contributed surplus and deficit.  The Company manages its capital structure and makes adjustments to it, based on the level of funds required to manage its operations.  In order to achieve these objectives, the Company invests its excess capital in highly liquid financial instruments.

15

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

There were no changes in the Company’s approach to capital management during the three months ended March 31, 2008.  Neither the Company nor its subsidiary is subject to externally imposed capital requirements.

13. FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS

a) Financial Instruments

The Company has classified its financial instruments as follows:

	March 31, 2008		December 31, 2007
	(in thousands)
Financial Assets:
Held for trading, measured at fair value
Cash and cash equivalents	$	579	$	478
Loans and receivables, recorded at amortized cost
Accounts receivable	$	97	$	119
Financial Liabilities:
Other financial liabilities, recorded at amortized cost
Accounts payable, accrued liabilities, notes payable and secured subordinated notes	$	2,484	$	2,235

The Company had neither available for sale, nor held to maturity financial instrument during the quarter ended March 31, 2008 or during the year ended December 31, 2007.

b) Financial Risk Factors

Foreign Exchange Risk

The Company’s revenue from software licensing and related services and e-commerce enabling agreements is transacted in various currencies including the Canadian dollar, U.S. dollar, and U.K. pound.  Correspondingly, operating expenses related to these activities are transacted in the above-denoted currencies.  The Company does not use derivative instruments to manage exposure to foreign exchange fluctuations.  During the quarter ended March 31, 2008, the Company incurred foreign exchange losses in the amount of $3,000 (2007 - $3,000), which is recorded in general and administrative expenses.

A 10% change of the Canadian dollar against the following currency at March 31, 2008 would impact net loss by the amounts shown below.

	March 31, 2008
	(in thousands)
U.S. dollar	$	(3,000	)
U.K. pound		(2,000	)
	$	(5,000	)

Interest Rate Risk

The Company has limited exposure to fluctuations in interest rates.  The Company does not use derivative instruments to reduce its exposure to interest rate risk.

16

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the Three Month Periods Ended March 31, 2008 and 2007

(in Canadian dollars)

Credit Risk

Credit risk arises from 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 cash equivalents 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.

Two customers accounted for 62% (March 31, 2007 - 81%) of revenues for the quarter ended March 31, 2008 and three customers accounted for 79% (December 31, 2007 - 87%) of trade receivables as at March 31, 2008.

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

	March 31, 2008		December 31, 2007
	(in thousands)
Current	$	77	$	99
Past due (61-120 days)		-		-
Past due (> 120 days)		20		20
	$	97	$	119

Based on historical default rates and the credit worthiness of the Company’s customers, the allowance for doubtful accounts recorded is $nil (2007 - $nil).

Fair Value

The fair value of monetary assets and liabilities approximates amounts at which they would be exchanged between knowledgeable and unrelated persons.  The amounts recorded in the consolidated financial statements approximate fair value, with the exception of the secured subordinated series I, J, K and L notes as it is not practical to determine the fair value of the notes as at March 31, 2008, considering that they are not publicly traded.

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, see Continuation of Business (Note 2).  The Company manages its liquidity risk by continuously monitoring forecast and actual cash flows.

As at March 31, 2008, the Company's contractual obligations and financial liabilities, including interest payments due by periods over the next five fiscal years, are as follows:

	Carrying Value		Total		Remainder of 2008		2009		2010		2011		2012 and thereafter
(in thousands)
Notes Payable	$	552	$	552	$	296	$	256	$	-	$	-	$	-
Secured subordinated notes - principal repayment		1,239		2,420		-		1,310		300		285		525
Secured subordinated notes - interest payments		124		700		108		125		184		125		158
Accounts payable		398		398		398		-		-		-		-
Accrued liabilities		295		295		295		-		-		-		-
	$	2,608	$	4,365	$	1,097	$	1,691	$	484	$	410	$	683

17

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

OVERVIEW

Northcore Technologies Inc. (“Northcore” or the “Company”) provides software solutions and services that help organizations source, manage and sell their capital equipment and assets.  Our integrated offerings are designed for organizations in the financial services, manufacturing, oil and gas, and government sectors to:

• Streamline the sourcing and procurement of critical assets, while reducing purchasing costs;

• Track the location of assets, ensuring improved asset utilization and redeployment of idle equipment;

• Manage the inventory of materials more effectively, resulting in reduced purchasing costs, improved access to key supplies, and easier transfer of materials to where they are needed; and

• Accelerate the sale of surplus assets while generating higher yields.

Some of our current customers include GE Commercial Finance, Paramount Resources, The Brick and Trilogy Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, LLC (also referred to as “GE Asset Manager”), a joint business venture with GE Capital Corporation, through its business division GE Commercial Finance, Capital Solutions (“GE Commercial Finance”).  Together, the companies work with leading organizations around the world to help them gain more value from and more control over their assets.  GE Asset Manager customers include Kraft Foods Inc., GE Infrastructure and The Toro Company.

Northcore’s shares trade on both the Toronto Stock Exchange (TSX: NTI) and the OTC Bulletin Board (OTCBB: NTLNF).

Additional information about Northcore can be obtained at www.northcore.com.

DEVELOPMENTS IN THE FIRST QUARTER OF 2008

Northcore realized a number of operating achievements in the period, notably:

• Northcore deployed The Asset Appraiser and Client Appraisal Manager software tools for a key strategic partner. This technology subsequently began processing commercial transactions.

• In partnership with GE, Northcore extended the availability of the industry leading GEasset.com marketing portal to selected third party clients. The site can be viewed at www.GEasset.com.

• Northcore entered the testing phase of a comprehensive remarketing system for a leading global electronics group.

• Northcore completed a private placement securing gross proceeds of $525,000 through the issuance of convertible debentures.

18

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

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;

• Our ability to repay our debt to lenders;

• 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 Over the Counter 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 below, to evaluate your existing or potential investment in our securities.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

RESULTS OF OPERATIONS

Comparison of the Quarters Ended March 31, 2008 and March 31, 2007.

This section compares the unaudited consolidated financial results for the three month periods ending March 31, 2008 and March 31, 2007 and analyzes significant changes in the consolidated statement of operations and comprehensive income and consolidated statements of cash flows.

Overview:  Net loss for the first quarter of 2008 was $692,000, or $0.01 per share, compared to net loss of $550,000, or $0.01 per share, for the same quarter of 2007.  The increase in net loss of $142,000 or 26 percent was attributed to the decline in revenue and additional financing charges ($21,000 relating to the issuance of Series L secured subordinated notes and $25,000 relating to the refinancing of a portion of Series K secured subordinated notes, see Note 4 (c)), as operating expenses decreased slightly when compared to the same quarter last year.

Revenues:  Revenues are comprised of services (application development activities, software implementation and license fees, training and consulting, product maintenance and customer support), application hosting and royalty fees.

Overall revenue decreased by 51 percent or $165,000 to $157,000 for the quarter ended March 31, 2008 from $322,000 for the quarter ended March 31, 2007.  The decrease in revenue was due to the decline in implementation revenue as a result of a decrease in staffing levels, and the appreciation of the Canadian dollar, which contributed to the lower amount of revenue being recorded in the quarter.  In addition, royalty revenue decreased by 88 percent or $67,000 to $9,000 for the quarter ended March 31, 2008 from $76,000 for the quarter ended March 31, 2007.Royalty revenue for the first quarter of the year includes our 10 percent share of ADB Systemer annual support and maintenance fees billed, which decreased during the quarter.

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, foreign exchange gains or losses, professional fees, insurance, investor relations, regulatory filing fees, and travel and related costs.

General and administrative expenses amounted to $443,000 for the quarter ended March 31, 2008, compared with $447,000 for the same quarter last year.  The decrease was due to a decline in salaries and insurance premiums, partially offset by the additional finance charges incurred relating to the issuance of the Series L secured subordinated notes and the refinancing of the $50,000 face value Series K secured subordinated notes.

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 March 31, 2008 these costs amounted to $178,000, consistent with $172,000 for the first quarter of 2007.

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 March 31, 2008 sales and marketing costs amounted to $62,000, compared with $71,000 for the quarter ended March 31, 2007, a decrease of $9,000 or 13 percent.  The savings was due to the Company’s decision not to renew the sales and marketing contract with Sandstorm Technologies, which expired during the fourth quarter of 2007.

20

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

Employee Stock Options: For the quarter ended March 31, 2008 employee stock option expense amounted to $10,000, consistent with $7,000 in the same period of 2007.

Depreciation: Depreciation expense was $9,000 for the quarters ended March 31, 2008 and March 31, 2007.

Interest Expense:  Interest expense was $147,000 for the quarter ended March 31, 2008, compared to $167,000 for the same quarter of 2007.  The interest expense for 2008 included a cash interest expense of $68,000 and a non-cash interest expense of $79,000 related to the Series I, J and K secured subordinated notes.  The interest expense for 2007 included a cash interest expense of $64,000 and a non-cash interest expense of $103,000 related to the Series G, H, I and J secured subordinated notes.

Cash Flows from Operating Activities:  Operating activities resulted in cash outflows of $300,000 for the first quarter of 2008, as compared to $372,000 for the first quarter of 2007.  The improvement in operating cash flows was a result of the improvement in non-cash operating working capital as detailed in Note 8.

Cash Flows from Investing Activities:  There were no investing activities during the first quarter of 2008, as compared to cash outflows of $10,000 for the same quarter of 2007.  Cash flows from investing activities in 2007 were the result of acquisition of new capital assets during the quarter.

Cash Flows from Financing Activities: Financing activities generated cash inflows of $401,000 during the first quarter of 2008, as compared to $nil for the first quarter of 2007.The issuance of the Series L convertible notes in March of 2008 produced cash inflows of $525,000, partially offset by the repayment of notes payable of $124,000 during the quarter.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

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. You should not rely on them to predict future performance.

Quarter ended	Mar 31, 2008			Dec 31, 2007			Sep 30, 2007			Jun 30, 2007			Mar 31, 2007			Dec 31, 2006			Sep 30, 2006			Jun 30, 2006
(in thousands of Canadian dollars, except per share amounts)
Revenue	$	157		$	309		$	250		$	285		$	322		$	309		$	222		$	170
Operating expenses:
General and administrative		443			413			395			448			447			439			410			498
Customer service and technology		178			207			205			178			172			189			151			159
Sales and marketing		62			61			66			78			71			55			65			120
Employee stock options		10			16			66			6			7			23			42			37
Depreciation		9			10			10			10			9			24			23			20
Total operating expenses		702			707			742			720			706			730			691			834
Loss from continuing operations before the under-noted		(545	)		(398	)		(492	)		(435	)		(384	)		(421	)		(469	)		(664	)
Interest expense:
Cash interest expense		68			68			72			67			64			67			78			93
Accretion of secured subordinated notes		79			70			72			88			103			87			99			123
Interest income		-			-			-			-			(1	)		(5	)		(6	)		(5	)
		147			138			144			155			166			149			171			211
Loss from continuing operations		(692	)		(536	)		(636	)		(590	)		(550	)		(570	)		(640	)		(875	)
Income (loss) from discontinued operations		-			-			-			-			-			(1	)		-			1,918
Net income (loss) for the period	$	(692	)	$	(536	)	$	(636	)	$	(590	)	$	(550	)	$	(571	)	$	(640	)	$	1,043
Loss Per Share From Continuing Operations - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Net Earnings (Loss) Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	0.01

22

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2008, the Company compensated the Chief Executive Officer in the amount of $15,000 (March 31, 2007 - $nil).

During the quarter ended March 31, 2008, the Company compensated the Chairman in the amount of $15,000 (March 31, 2007 - $15,000) for acting as the Chair of the Board.

Also during the quarter ended March 31, 2008, the Company paid $7,000 (March 31, 2007 - - $15,000) in interest relating to the secured subordinated notes to related parties.  In addition, refer to Note 4 (c).

LIQUIDITY AND CAPITAL RESOURCES

The Company has been funded to date primarily through a series of private placements of equity and convertible debentures, sales of equity to and investments from strategic partners, gains from investments and option exercises.  Since inception, the Company has received aggregate net proceeds of $92.2 million from debt and equity financing and has realized $26.4 million in gains on investment disposals. The Company has not earned profits to date and, at March 31, 2008, has an accumulated deficit of $111.9 million.  The Company expects to incur losses further into 2008 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's business plan continues to anticipate a significant increase in revenue and operating cash flow, particularly from North American business currently under development, but there is no assurance that these objectives will be met.

Current assets of $713,000 were exceeded by current liabilities (excluding deferred revenue) of $1,047,000 at the end of the first quarter of 2008 by $334,000.  Current assets of $635,000 were exceeded by current liabilities (excluding deferred revenue) of $955,000 by $320,000 at the end of the fourth quarter of 2007.  Deferred revenue has been excluded from current liabilities as it is expected to be settled by resources other than cash.

Cash increased by $101,000 to $579,000 as at March 31, 2008 from $478,000 as at December 31, 2007.  This increase in cash was the result of the activities described in the Results From Operations section above.

23

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

CONTRACTUAL OBLIGATIONS

As at March 31, 2008, the Company's contractual obligations, including payments due by periods over the next five fiscal years, are as follows:

(in thousands of Canadian dollars)	Total		Remainder of 2008		2009		2010		2011		2012 and thereafter
Operating leases	$	243	$	115	$	128	$	-	$	-	$	-
License agreements		100		75		25		-		-		-
Notes Payables		552		296		256		-		-		-
Secured subordinated notes -principal repayment		2,420		-		1,310		300		285		525
Secured subordinated notes - interest payment		700		108		125		184		125		158
	$	4,015	$	594	$	1,844	$	484	$	410	$	683

CRITICAL ACCOUNTING ESTIMATES

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’s ability to continue as a going concern will be dependent on management’s ability to successfully execute its business plan including a substantial increase in revenue as well as maintaining operating expenses at or near the same level as 2007.  Management’s 2008 business plan includes a significant increase in revenue and operating cash flow primarily from major new contracts in North America.  The revenue contained in management’s business plan is based on detailed estimates of revenue on a customer-by-customer basis.  Management does not anticipate a material increase in 2008 expenses over those incurred in 2007, in order to attain the 2008 revenue goals.  Additionally, 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.

The accompanying unaudited interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern.  If the going concern assumption were not appropriate, adjustments would be necessary in the carrying value of assets and liabilities, the reported net losses and the balance sheet classification used.

Management believes that continued existence beyond March 31, 2008 is dependent on its 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 preparation of accompanying unaudited interim consolidated financial statements in conformity with generally accepted accounting principles 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.  Estimates are used when determining items such as the allowance for doubtful accounts, the fair value assigned to the debt and equity components of the secured subordinated notes and the expected requirements for non-operational funding in 2008.  Actual results could differ from those estimates.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

NEW ACCOUNTING PRONOUNCEMENTS

Capital Disclosures

Effective January 1, 2008, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 1535, Capital Disclosures.  This new Handbook Section establishes standards for disclosing information about an entity’s capital and how it is managed.  It requires the disclosure of information about an entity’s objectives, policies and processes for managing capital.  These new disclosures are included in Note 12.

Financial Instruments

Effective January 1, 2008, the Company adopted the new recommendations of CICA Handbook Section 3862, Financial Instruments - Disclosures and Handbook Section 3863, Financial Instruments - Presentation.  Section 3862 requires entities to provide disclosures in their financial statements that enable users to evaluate the significance of financial instruments on the entity’s financial position and its performance and the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks.  Section 3863 establishes standards for presentation of financial instruments and non-financial derivatives.  It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equities, the classification of related interest, dividends, losses and gains, and circumstances in which financial assets and financial liabilities are offset.

The adoption of these standards did not have any impact on the classification and valuation of the

Company’s financial instruments.  The new disclosures pursuant to these new Handbook Sections are included in Note 13.

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 important accounting policies are described in Note 3 to our audited annual consolidated financial statements for the year ended December 31, 2007.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

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), application hosting and royalty fees.  Fees for services are billed separately from licenses of the Company’s products.  The Company recognizes revenue in accordance with Canadian GAAP, which in the Company’s circumstances, are not materially different from the amounts that would be determined under provisions of the American Institute of Certified Public Accountants Statements of Position (SOP) No. 97-2, “Software Revenue Recognition”, and as amended by Statement of Position 98-9, “Modification of SOP 97-2, Software revenue Recognition, With Respect to Certain Transactions”. The Company also considers the provisions of The Canadian Institute of Chartered Accountants (CICA) Emerging Issues Committee (EIC) 141, which is analogous to Staff Accounting Bulletin (SAB) 104, “Revenue Recognition in Financial Statements”, and CICA EIC 142, which is analogous to the Emerging Issues Task Force consensus EITF 00-21, “Accounting for Revenue Arrangements with Multiple Elements,” in determining the appropriate revenue recognition methodology.

Hosting Fees

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

Application Development Fees

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

Software License Revenue

The Company recognizes software license revenue in accordance with the terms of the license agreement and when the following criteria as set out in SOP No. 97-2 are met:

•      Persuasive evidence of an arrangement exists;

•      Delivery has occurred;

•      Fee is fixed or determinable; and

•      Collectibility is probable.

Software license revenue consists of fixed license fee agreements involving perpetual licenses.

Software license agreements may be part of multiple element arrangements that include consulting and implementation services.  When these services are considered essential to the functionality of the license, the associated revenue is recognized on the basis of the percentage of completion method as specified by contract accounting principles.  When these services are not considered essential to the functionality of the license, the entire arrangement fee is allocated to each element in the arrangement based on the respective vendor specific objective evidence (VSOE) of the fair value of each element.  The amount allocated to license revenues is based on the price charged by the Company when the same element is sold in similar quantities to a customer of a similar size and nature.  If this amount is not determinable, the residual software license revenue is the amount of the total arrangement fee less the fair value of any undelivered elements.  VSOE used in determining fair value for installation, implementation and training is based on the standard daily rates for the type of service being provided multiplied by the estimated time to complete each task.  VSOE used in determining the fair value of maintenance and support is based on the annual renewal rates.  The revenue allocable to the software license is recognized when the revenue recognition criteria are met.  The revenue allocable to the consulting services is recognized as the services are performed

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Dated: May 14, 2008

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 services 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.

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CORPORATE DIRECTORY

DIRECTORS   T. Christopher Bulger (1), (2), (3) Chairman of the Board   Duncan Copeland Chief Executive Officer   David Gelineau (1), (2), (3) Account Executive, Donna Cona   Jeffrey Lymburner CEO, Channel Shift LLC   Jim Moskos Chief Operating Officer   Rick Robertson (1), (2) Associate Professor of Business Richard Ivey School of Business, The University of Western Ontario     OFFICERS   Duncan Copeland Chief Executive Officer   Jim Moskos Chief Operating Officer                       (1)Member of the Audit Committee (2)Member of the Management Resources and Compensation Committee (3)Member of the Corporate Governance Committee   CORPORATE OFFICE   Northcore Technologies Inc. 302 The East Mall, Suite 300 Toronto, Ontario M9B 6C7 1 888 287 7467     AUDITORS   KPMG LLP Toronto, Ontario, Canada           SHARES OUTSTANDING   Issued: 108,398,877 March 31, 2008     REGISTRAR & TRANSFER AGENT   Equity Transfer and Trust Company 200 University Avenue, Suite 400 Toronto, ON M5H 4H1 1-866-393-4891     STOCK EXCHANGE LISTINGS   Toronto Stock Exchange  Symbol: NTI OTC Bulletin Board  Symbol: NTLNF     ADDITIONAL SHAREHOLDER INFORMATION   Website: www.northcore.com   Email: investor-relations@northcore.com                           © 2008 Northcore Technologies Inc.

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EX-99.4

Exhibit 99.4

Form 52-109F2 - Certification of Interim Filings

I, Tam Nguyen, Corporate Controller of Northcore Technologies Inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Northcore Technologies Inc. (the issuer), for the interim period ended March 31, 2008;

2. Based on my knowledge, 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. Based on my knowledge, 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 and for the periods presented in the interim filings.

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b) designed such internal control over financial reporting, 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; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 14, 2008

“Tam Nguyen”

Tam Nguyen

Corporate Controller

Form 52-109F2 - Certification of Interim Filings

I, Duncan Copeland, Chief Executive Officer of Northcore Technologies Inc., certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Northcore Technologies Inc. (the issuer), for the interim period ended March 31, 2008;

2. Based on my knowledge, 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. Based on my knowledge, 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 and for the periods presented in the interim filings.

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

b) designed such internal control over financial reporting, 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; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: May 14, 2008

“Duncan Copeland”

Duncan Copeland

Chief Executive Officer