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 September 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: September 28, 2010	By:	/s/ Marc Ferland
		Name: Marc Ferland
		Title:  Marc Ferland, President and CEO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Annual Meeting of Security Holders

EX-99.1

Exhibit 99.1

COPERNIC INC.

ANNUAL MEETING OF SECURITY HOLDERS

SEPTEMBER 17, 2010

Equity Transfer & Trust Company

hereby reports that:

This scrutineers' report is subject to any determinations or decisions made by the Chairman of the meeting

including with respect to any proxies or other voting documentation

	Security holders present representing		securities
3	Proxy holders present representing	45,318	securities
117	Management proxies received representing	1,117,614	securities
Total number of securities represented at the meeting		1,162,932
Percentage of 2,096,913 issued & outstanding		55.5%

	MANAGEMENT PROXY VOTES
	ELECTION OF DIRECTORS
93,969	securities represented by proxy VOTED FOR
49,190	securities represented by proxy VOTED WITHHOLD	(   34.36%   )
974,455	securities represented by proxy NOT VOTED
APPOINTMENT OF AUDITORS / AUTHORIZING THE DIRECTORS TO FIX THE AUDITORS REMUNERATION
1,018,328	securities represented by proxy VOTED FOR
99,244	securities represented by proxy VOTED WITHHOLD	(   8.88%   )

 Dated this     17 th  day of September, 2010

   "Michael Lee"  

Scrutineer