UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | ||
FORM 20-F (Amendment No. 1) | ||
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR | ||
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR | ||
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR | ||
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 Date of event requiring this shell company report …………………… | ||
For the transition period from __________ to __________. | ||
Commission File No. 001-14835 | ||
NORTHCORE TECHNOLOGIES INC. (Exact name of Registrant as specified in its charter) | ||
Not Applicable (Translation of Registrant’s name into English) | ||
ONTARIO, CANADA (Jurisdiction of incorporation or organization) | ||
302 The East Mall, Suite 300 Toronto, Ontario M9B 6C7 (Address of principal executive offices) | ||
Securities registered or to be registered pursuant to Section 12(b) of the Act. None | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares | ||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None | ||
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report. | ||
226,597,702 Common Shares as of December 31, 2011 | ||
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act Yes _____ No ___X___ |
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. Yes _____ No __X__ | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||
Yes X No ______ | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ] | ||
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP [ ] International Financial Reporting Standards as issued Other [ ] by the International Accounting Standards Board [ X ] | ||
Indicate by check mark which financial statement item the registrant has elected to follow. | ||
Item 17 ______ Item 18 | ||
If this an annual report, indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act). Yes ______ No __X__ |
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NORTHCORE TECHNOLOGIES INC.
Annual Report on Form 20-F for the Fiscal Year
Ended December 31, 2011
(AMENDED ITEMS ONLY)
TABLE OF CONTENTS
Page | |
EXPLANATORY NOTE | 4 |
PART I | |
ITEM 3- KEY INFORMATION | 5 |
A. Selected Financial Data | 5 |
PART III | 9 |
ITEM 18 - FINANCIAL STATEMENTS | 9 |
ITEM 19 – EXHIBITS (15.1) | 9 |
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EXPLANATORY NOTE
This Amendment No. 1 to our annual report on Form 20-F for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 3, 2012 (the “2011 Form 20-F”), is filed solely for the purpose of amending Item Number 3(A) and Item Number 18 to the 2011 Form 20-F.
Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2011 Form 20-F or reflect any events that have occurred since April 3, 2012.
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PART I
ITEM 3 - KEY INFORMATION
A. | SELECTED FINANCIAL DATA |
The selected financial data set forth below should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and the related notes, and the section "Operating and Financial Review and Prospects" included elsewhere in this Annual Report. The consolidated statement of operations data for the years ended December 31, 2011 and 2010 and consolidated statements of financial position data as of December 31, 2011 and 2010, as set forth below, are derived from our audited consolidated financial statements and the related notes included elsewhere in this Annual Report in accordance with International Financial Reporting Standards. The consolidated statement of operations and comprehensive loss data for the years ended December 31, 2009, 2008 and 2007 and the consolidated statements of financial positions data as at December 31, 2009, 2008, and 2007 have been derived from our audited consolidated financial statements for those years in accordance with Canadian generally accepted accounting principles and reconciled to accounting principles generally accepted in the United States of America, which are not included in this Annual Report but have previously been filed with the Commission.
Basis of Presentation
The accompanying consolidated financial statements represent the first annual financial statements of the Company and its subsidiary prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board. The Company adopted IFRS in accordance with IFRS 1, First-time Adoption of International Reporting Standards. The first date at which IFRS was applied was January 1, 2010. In accordance with IFRS, the Company has:
· | Provided comparative financial information; |
· | Applied the same accounting policies throughout all periods presented; |
· | Retrospectively applied all effective IFRS standards as of December 31, 2011, as required; and |
· | Applied certain mandatory exceptions and optional exemptions as applicable for first time IFRS adopters. |
The Company’s consolidated financial statements were previously prepared in accordance with Canadian generally accepted accounting principles (“previous GAAP”). The adoption of IFRS has not had a material impact on the Company’s operations, strategic decisions, cash flow and capital expenditures.
Historical results are not necessarily indicative of results to be expected for any future period.
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Consolidated Statement of Operations and Comprehensive Loss Data
Year Ended December 31, | ||||||||
2011 (Cdn$) | 2010 (Cdn$) | |||||||
IFRS | ||||||||
(in thousands except for per share data) | ||||||||
Revenues | 785 | 582 | ||||||
Income from GE Asset Manager, LLC | 69 | 43 | ||||||
Operating expenses: | ||||||||
General and administrative | 1,670 | 1,440 | ||||||
Customer service and technology | 726 | 734 | ||||||
Sales and marketing | 260 | 188 | ||||||
Stock-based compensation | 1,873 | 517 | ||||||
Depreciation | 32 | 22 | ||||||
Finance costs | 227 | 269 | ||||||
Other expenses (net) | - | 487 | ||||||
Total expenses | 4,788 | 3,657 | ||||||
Loss from operations | (3,934 | ) | (3,032 | ) | ||||
Loss per share (1) | (0.020 | ) | (0.019 | ) | ||||
Weighted average number of common shares | 196,180 | 162,899 |
Consolidated Statement of Financial Position Data (2)
As at December 31, | ||||||||
2011 (Cdn$) | 2010 (Cdn$) | |||||||
IFRS | ||||||||
(in thousands) | ||||||||
Total assets | 2,909 | 284 | ||||||
Total liabilities | 415 | 1,857 | ||||||
Shareholders’ equity (deficiency) | 2,494 | (1,573 | ) | |||||
Total liabilities and shareholders’ equity | 2,909 | 284 |
(1) For each fiscal year, the Company excluded the effect of all convertible debt, stock options and share-purchase warrants in the calculation of diluted loss per share, as their impact would have been anti-dilutive.
(2) The Company has not paid dividend since its formation.
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Historical results are not necessarily indicative of results to be expected for any future period.
Consolidated Statement of Operations and Comprehensive Loss Data | ||||||||||||
Year Ended December 31, | ||||||||||||
2009 (Cdn$) | 2008 (Cdn$) | 2007 (Cdn$) | ||||||||||
(CANADIAN GAAP) | ||||||||||||
(in thousands except for per share data) | ||||||||||||
Revenues | 759 | 741 | 1,166 | |||||||||
Operating expenses: | ||||||||||||
General and administrative | 1,269 | 1,485 | 1,703 | |||||||||
Customer service and technology | 738 | 689 | 762 | |||||||||
Sales and marketing | 181 | 117 | 276 | |||||||||
Stock-based compensation | 183 | 43 | 94 | |||||||||
Depreciation | 29 | 33 | 39 | |||||||||
Finance costs | 768 | 729 | 604 | |||||||||
Other expenses (net) | - | - | - | |||||||||
Total expenses | 3,168 | 3,096 | 3,478 | |||||||||
Loss from operations | (2,409 | ) | (2,355 | ) | (2,312 | ) | ||||||
Loss per share, basic and diluted (1) | (0.017 | ) | (0.022 | ) | (0.025 | ) | ||||||
Weighted average number of common shares | 140,434 | 108,861 | 93,094 |
Reconciliation of Loss from Operations from Canadian GAAP to U.S. GAAP
2009 (Cdn$) | 2008 (Cdn$) | 2007 (Cdn$) | ||||||||||
(U.S. GAAP) | ||||||||||||
(in thousands except for per share data) | ||||||||||||
Loss for the year as reported under Canadian GAAP | (2,409 | ) | (2,355 | ) | (2,312 | ) | ||||||
Adjustments: | ||||||||||||
Accretion of interest on secured subordinated notes (Note 21 (b)) | 508 | 394 | 333 | |||||||||
Amortization of deferred charges relating to secured subordinated notes under U.S. GAAP (Note 21 (b)) | (42 | ) | (21 | ) | (65 | ) | ||||||
Amortization of beneficial conversion feature (Note 21 (b)) | (971 | ) | (303 | ) | (160 | ) | ||||||
Loss and comprehensive loss for the year as reported under U.S. GAAP | (2,914 | ) | (2,285 | ) | (2,204 | ) | ||||||
Loss per share, basic and diluted (1) | (0.018 | ) | (0.021 | ) | (0.020 | ) |
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Consolidated Statement of Financial Position Data (2)
As at December 31, | ||||||||||||
2009 (Cdn$) | 2008 (Cdn$) | 2007 (Cdn$) | ||||||||||
(CANADIAN GAAP) | ||||||||||||
(in thousands) | ||||||||||||
Total assets | 1,105 | 812 | 687 | |||||||||
Shareholders’ equity (deficiency) | (16 | ) | (2,403 | ) | (1,600 | ) | ||||||
Total liabilities and shareholders’ equity | 1,105 | 812 | 687 |
Consolidated Statement of Financial Position Data (U.S. GAAP): (3)
As at December 31, | ||||||||||||
2009 (Cdn$) | 2008 (Cdn$) | 2007 (Cdn$) | ||||||||||
(U.S. GAAP) | ||||||||||||
Total assets | 872 | 731 | 882 | |||||||||
Shareholders’ deficiency | (3,283 | ) | (2,037 | ) | (2,458 | ) |
(1) | For each fiscal year, the Company excluded the effect of all convertible debt, stock options and share-purchase warrants in the calculation of diluted loss per share, as their impact would have been anti-dilutive. |
(2) | The Company has not paid dividend since its formation. |
(3) | The significant differences between Canadian GAAP and U.S. GAAP arise primarily from the accounting differences relating to the secured subordinated notes issued. |
(4) | The financial data for the years ended December 31, 2009, 2008 and 2007 shown separately from 2001 and 2010 as the information is not comparable with the data presented based on IFRS. |
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PART III
ITEM 17- FINANCIAL STATEMENTS
Not applicable.
ITEM 18 - FINANCIAL STATEMENTS
See the Index to Consolidated Financial Statements accompanying this report as an exhibit 15.1.
ITEM 19 - EXHIBITS
15.1 | Consolidated Financial Statements for the year ended Dec. 31, 2011 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
NORTHCORE TECHNOLOGIES INC. | ||
By: “Amit Monga” | ||
Name: Amit Monga | ||
Title: Chief Executive Officer | ||
Dated: October 30, 2012 | By: “Tam Nguyen” | |
Name: Tam Nguyen | ||
Title: Chief Financial Officer |
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