northcore6k.htm

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 August, 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 August 12, 2008 - Northcore reports second quarter 2008 results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHCORE TECHNOLOGIES INC.



Date: August 12, 2008	By:	/s/ Duncan Copeland
		Name: Duncan Copeland
		Title: Chief Executive Officer

News release via Canada NewsWire, Toronto 416-863-9350 Attention Business/Financial Editors: Northcore reports second quarter 2008 results (TSX: NTI; OTCBB: NTLNF) TORONTO, Aug. 12 /CNW/ - Northcore Technologies Inc. (TSX: NTI; OTCBB:NTLNF), a global provider of core asset solutions, announced today its interim financial results for the second quarter ended June 30, 2008. All figures are reported in Canadian dollars. Northcore reported second quarter revenues of $207,000, an increase of 32 percent from the $157,000 the Company generated in the first quarter of 2008, and a decrease of 27 percent from the $285,000 that Company produced in the second quarter of 2007. Northcore derives its revenues through fees from application hosting activities provided to customers, the sale of software licenses, and the delivery of application development, software customization and other technology services. "While an improvement over Q1 results, until very recently Northcore did not have the funds to add people who can generate billable hours, but that is changing," said Duncan Copeland, CEO of Northcore Technologies. "More tellingly, our important projects are still in process. It is these initiatives that will provide the revenues that I, and our shareholders, are looking for." Northcore reported a net loss for the second quarter of $575,000 or $0.01 per share, basic and diluted. This compares to a net loss of $692,000 or $0.01 per share, basic and diluted, in the first quarter of 2008. In the second quarter of 2007, Northcore reported a net loss of $590,000 or $0.01 per share basic and diluted. Northcore also reported an EBITDA loss in the second quarter of 2008 of $387,000. This compares to an EBITDA loss of $526,000 in the first quarter of 2008 and an EBITDA loss of $419,000 in the second quarter of 2007. EBITDA loss is defined as losses before interest, taxes, depreciation and employee stock options. Northcore considers EBITDA to be a meaningful performance measure as it provides an approximation of operating cash flows. As at June 30, Northcore held cash and cash equivalents of $92,000, and accounts receivable of approximately $171,000. Subsequent to the quarter ended June 30, 2008, the Company raised gross proceeds of $678,000 through the issuance of convertible debentures. The funds will be used for general working capital purposes and to sustain Northcore's operations so it can take advantage of the opportunities before it. << Operating Highlights We realized a number of operating achievements in the period, notably: - In partnership with GE, conducted a series of sales events for selected Fortune 1000 clients on the GEasset.com marketing portal. The site can be viewed at www.GEasset.com; - Completed the initial delivery of a new version of The Asset Manager tool, optimized for industrial settings and delivered on rugged-ized mobile devices operating under Windows Mobile; and - For the first time, offered consulting and development services directly from GE Asset Manager to selected industry leaders (completed the first engagement to a Fortune 100 food and beverage company). >>

Outlook "In this challenging economic environment, companies are seeking to more aggressively "stretch" or otherwise make best use of their Capital Asset investments. The tools provided by Northcore and by extension, our joint venture GE Asset Manager, provide this capability in a powerful harmonized platform," said Mr. Copeland. "As word of our solutions and successes continues to spread, we look forward to the emergence of new opportunities, which should manifest themselves as a steady improvement in our financial and operational results." Northcore will hold a conference call at 10:00 a.m. (Eastern time) on Wednesday, August 13 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 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, LLC, 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. << Northcore Technologies Inc. Consolidated Balance Sheet (expressed in thousands of Canadian dollars) (Canadian GAAP, Unaudited) ------------------------------------------------------------------------- ------------------------------------- June 30 June 30 December 31 2008 2008 2007 ------------------------------------- (Unaudited) (Unaudited) (Audited) (in US$) translated into US$ at Cdn$ 1.0185 for convenience Cash $ 92 $ 90 $ 478

Other current assets 205 201 157 Other assets 34 34 52 ------------------------------------- Total assets $ 331 $ 325 $ 687 ------------------------------------- ------------------------------------- Accounts payable and accrued liabilities $ 742 $ 729 $ 577 Deferred revenue 92 90 52 Current portion of long term debts 1,379 1,354 378 Non-current portion of long term debt 506 497 1,280 Total shareholders' deficiency (2,388) (2,345) (1,600) ------------------------------------- Total liabilities and shareholders' deficiency $ 331 $ 325 $ 687 ------------------------------------- ------------------------------------- Northcore Technologies Inc. Consolidated Statements of Operations and Comprehensive Income (expressed in thousands of dollars, except per share amounts) (Canadian GAAP, Unaudited) ------------------------------------------------------------------------- ----------------------------- ----------------------------- Three Months Ended Six Months Ended ----------------------------- ----------------------------- June 30 June 30 ----------------------------- ----------------------------- 2008 2008 2007 2008 2008 2007 ($C) ($US) ($C) ($C) ($US) ($C) ----------------------------- ----------------------------- translated translated into US$ at into US$ at Cdn$ 1.0185 Cdn$ 1.0185 for for convenience convenience Revenue $ 207 $ 203 $ 285 $ 364 $ 357 $ 607 ----------------------------- ----------------------------- Operating expenses: General and admini- strative 398 391 448 841 826 895 Customer service and tech- nology 175 171 178 353 346 350 Sales and marketing 21 21 78 83 81 149 Employee stock options 9 9 6 19 19 13 Depreciation 9 9 10 18 18 19 ----------------------------- ----------------------------- Total operating expenses 612 601 720 1,314 1,290 1,426 ----------------------------- -----------------------------

Loss from operations (405) (398) (435) (950) (933) (819) ----------------------------- ----------------------------- Interest expense: Cash interest expense 80 79 67 148 145 131 Accretion of secured subordinated notes 90 88 88 169 166 191 Interest income - - - - - (1) ----------------------------- ----------------------------- 170 167 155 317 311 321 ----------------------------- ----------------------------- ----------------------------- ----------------------------- Net loss and comprehensive loss for the period $ (575) $ (565) $ (590) $(1,267) $(1,244) $(1,140) ----------------------------- ----------------------------- ----------------------------- ----------------------------- Loss per share, basic and diluted $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) $ (0.01) ----------------------------- ----------------------------- ----------------------------- ----------------------------- Weighted average number of shares outstanding, basic and diluted (000's) 108,644 108,644 84,397 108,576 108,576 84,117 ----------------------------- ----------------------------- ----------------------------- ----------------------------- >> %SEDAR: 00019461E %CIK: 0001079171 /For further information: Northcore Technologies Inc., Investor Relations, Tel: (416) 640-0400 ext. 273, E-mail: InvestorRelations(at)northcore.com/ (NTI. NTLNF) CO: Northcore Technologies Inc. CNW 16:40e 12-AUG-08