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

of the Securities Exchange Act of 1934

For the month of June 2010

Commission File Number 0-17164

Copernic Inc.

(Translation of registrant's name into English)

388 St. Jacques Street West, 9th Floor,

Montreal, Quebec H2Y 1S1

(Address of principal executive offices)

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  o

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): _______________

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): _______________

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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 o  No  x

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

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.

	Copernic Inc.
	(Registrant)
Date: June 3, 2010	By:	/s/ Marc Ferland
		Name: Marc Ferland
		Title:  Marc Ferland, President and CEO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Copernic Inc. Terminates Discussions

EX-99.1

Exhibit 99.1

Copernic Inc. Terminates Discussions

Quebec, Canada – June 3, 2010 – Copernic Inc. (“Copernic” or the “Company”) (NASDAQ: CNIC), a leading software development company specializing in internet, desktop and mobile search products, has decided, based on the recommendations of its Board of Directors, not to proceed with the previously announced private placement with Newlook Industries Corp., nor to proceed with its previously announced acquisition of 70.1% interest in Sunbay Canada Corporation, nor to proceed with its previously announced acquisition of Fanotech. The Company is looking at other strategic alternatives and will advise shareholders in due course.

About Copernic Inc.

Copernic Inc. specializes in developing, marketing and selling cutting-edge search technology, providing innovative home and business software products and solutions for desktop, web and mobile users, through its online properties, including www.mycopernic.com and www.copernic.com. With its award winning Copernic Desktop Search® software search engine product, the Company brings the power of a sophisticated, yet easy-to-use search engine to the user’s PC.

More information can be found at www.copernic.com.

Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company’s filings with the Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims an intent or obligation to update any description of the scope, focus or subject matter of the statements in this press release.

FOR MORE INFORMATION CONTACT:

Copernic Inc.

Marc Ferland

President and Chief Executive Officer

Telephone Toll Free:  (877) 289-4682 #1013

Telephone Local:  (418) 527-0528 #1013

Email:  mferland@copernic.com

Website:www.copernic.com

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