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

For the Month of May, 2009

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 13, 2009 - Northcore reports first quarter 2009 financial 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: May 13, 2009	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 first quarter 2009 financial results (TSX: NTI; OTCBB: NTLNF) TORONTO, May 13 /CNW/ - Northcore Technologies Inc. (TSX: NTI; OTCBB:NTLNF), a global provider of asset management technology solutions, announced today its interim financial results for the first quarter ended March 31, 2009. All figures are reported in Canadian dollars. Northcore reported revenues of $159,000 for the first quarter, a decrease of 10 percent from the $177,000 generated in the fourth quarter of 2008. In the same period of 2008, Northcore generated revenues of $157,000. 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 loss for the first quarter of $759,000 or $0.01 per share, basic and diluted. This compares to a loss of $552,000 or $0.01 per share, basic and diluted, in the fourth quarter of 2008. In the first quarter of 2008, Northcore reported a loss of $692,000 or $0.01 per share, basic and diluted. Northcore also reported an EBITDA loss in the first quarter of 2009 of $472,000. This compares to an EBITDA loss of $315,000 in the fourth quarter of 2008 and an EBITDA loss of $526,000 in the first quarter of 2008. 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 March 31, 2009, Northcore held cash and cash equivalents of $1,176,000, and accounts receivable of approximately $174,000. Operating Highlights Northcore has completed the following customer and operating activities in the period: << - Renewed a major application hosting contract with a key strategic partner with an expanded scope of services; - Deployed a new mobile inspection application for an industry leader in the material handling business; - Entered into a strategic partnership with Motorola following the success of the migration of Asset Tracker technology to an industrial use mobile platform; - Deployed enhancements to two major Asset Tracker implementations under client engagement; and - In addition to the conversion of $816,000 secured subordinated notes into equity, the Company raised $1,320,000 of new equity through the exercise of the associated warrants. >> Outlook "Northcore's first quarter results were challenged as prospective customers re-evaluated cost reducing alternatives," said Duncan Copeland, CEO of Northcore Technologies. "However, the recent migration of Asset Tracker technology to an industrial mobile platform, well suited for use in challenging physical environments, with connectivity to our Asset Seller product, was evaluated as a "resounding success" by the customer during its pilot test. This project has resulted in a request for broader technology solutions from the customer, set a new standard of excellence for asset disposition and created a product suite that is attractive to other customers. With the recent addition of a senior sales leader to our team, we have high expectations for enhanced sales and marketing activity at Northcore." Northcore will hold a conference call at 10:00 a.m. (Eastern time) on Thursday May 14 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, oil and gas and government. Northcore owns a 50 percent interest in GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them gain more value from and more control over their assets. Additional information about Northcore can be obtained at www.northcore.com. 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. << (financial results follow) Northcore Technologies Inc. Consolidated Balance Sheet (expressed in thousands of Canadian dollars) (Canadian GAAP, Unaudited) ------------------------------------------------------------------------- ------------------------------------- March 31, March 31, December 31, 2009 2009 2008 ------------------------------------- (in US$) translated into US$ at Cdn$ 1.2606 for convenience Cash $ 1,176 $ 933 $ 460 Other current assets 206 163 333 Other assets 15 12 19 ------------------------------------- Total assets $ 1,397 $ 1,108 $ 812 ------------------------------------- ------------------------------------- Accounts payable and accrued liabilities $ 882 $ 700 $ 948 Deferred revenue 19 15 30 Current portion of long term debts 1,382 1,096 1,507 Non-current portion of long term debts 624 495 730 Shareholders' deficiency (1,510) (1,198) (2,403) ------------------------------------- Total liabilities and shareholders' deficiency $ 1,397 $ 1,108 $ 812 ------------------------------------- ------------------------------------- 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, ------------------------------------- 2009 2009 2008 ------------------------------------- (in US$) translated into US$ at Cdn$ 1.2606 for convenience Revenue $ 159 $ 126 $ 157 ------------------------------------- General and administrative 440 349 443 Customer service and technology 174 138 178 Sales and marketing 17 14 62 Employee stock options 48 38 10 Depreciation 8 6 9 ------------------------------------- Total operating expenses 687 545 702 ------------------------------------- Loss from operations before the under-noted (528) (419) (545) ------------------------------------- Interest expense: Cash interest expense 95 75 69 Accretion of secured subordinated notes 136 108 78 ------------------------------------- 231 183 147 ------------------------------------- ------------------------------------- Loss and comprehensive loss for the period $ (759) $ (602) $ (692) ------------------------------------- ------------------------------------- Loss per share, basic and diluted $ (0.01) $ (0.01) $ (0.01) ------------------------------------- ------------------------------------- Weighted average number of shares outstanding basic and diluted (000's) 119,852 119,852 108,508 ------------------------------------- ------------------------------------- >> %SEDAR: 00019461E %CIK: 0001079171 /For further information: Northcore Technologies Inc., Investor Relations, Tel: (416) 640-0400 ext. 273, Fax: (416) 640-0412, E-mail: InvestorRelations(at)northcore.com/ (NTI. NTLNF) CO: Northcore Technologies Inc. CNW 17:30e 13-MAY-09