UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 57, 2015

INTERCORE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-54012 (Commission File Number)	27-2506234 (I.R.S. Employer Identification No.)


1615 South Congress Avenue - Suite 103 Delray Beach, FL 33445 (Address of principal executive offices) (zip code)


(561) 900-3709 (Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 18 – ~~REGISTRANT’S~~OTHER ~~BUSINESS AND OPERATIONS~~EVENTS

Item 1 8.01 Other ~~Entry into a Material Definitive Agreement~~Events

~~Rhine~~On ~~Note~~April ~~Amendment~~7, 2015, based on confidential staff reports of the potential misuse of funds by certain members of the senior management team of InterCore Canada Research Inc. ("ICR"), (formerly SRG International, Inc., and one of InterCore, Inc.’s wholly-owned Canadian subsidiaries), our Board of Directors took action with respect to ICR which resulted in the filing of a Notice of Intent to make a proposal pursuant to the provisions of the Canadian Bankruptcy and Insolvency Act. In connection with this action, InterCore, Inc., as ICR's sole shareholder, placed ICR’s corporate and business decisions, as well as day-to-day operations, under the direct control of InterCore’s executive management team. These immediate actions were taken to protect ICR’s assets and protect our shareholder value while allowing that subsidiary to continue its operations while being firmly under the control of our Board of Directors and executive management team with the assistance and protection of the Canadian legal system.

OnWhile ~~March 5, 2015,~~ we ~~entered~~investigate ~~into~~these anallegations, ~~Omnibus Amendment (the “Rhine Omnibus Amendment”) to~~ our ~~Loan~~main ~~Agreements~~product ~~(the "Rhine Loan Agreements") with Rhine Partners~~line, LPDADS™ (~~"Rhine"),~~Driver ~~which~~Alertness ~~amended~~Detection ~~the Rhine Loan Agreements (see Exhibit A of Exhibit 10.1 attached hereto~~System™), toremains ~~remove the conversion feature from the Rhine Loan Agreements~~ in ~~exchange for warrants~~the tocontrol ~~purchase shares~~ of ~~our~~InterCore, ~~common stock~~Inc. ~~Before the Rhine Omnibus Amendment~~, the ~~outstanding~~Delaware ~~principal~~parent ~~balances~~corporation. ~~under~~The ~~the~~anticipated ~~Rhine Loan~~pilot ~~Agreements~~programs ~~were~~and ~~convertible~~international ~~into~~launch ~~either shares~~ of ~~our~~DADS ~~Series D Preferred Stock or into shares of our common stock at any time~~ in the ~~sole~~near ~~discretion~~future ~~of Rhine. Under the Rhine Omnibus Amendment, the outstanding principal balances under the Rhine Loan Agreements~~ are nonot ~~longer~~expected ~~convertible into either shares of Series D Preferred Stock or shares of our common stock; and in exchange we agreed~~ to ~~issue~~be ~~Rhine~~affected aby ~~warrant~~this tofiling purchase 1,500,000 shares of our common stock at an exercise price of One Dollar ($1) per share, with a cashless exercise provision, and which purchase right expires four (4) years from the date of the Rhine Omnibus Amendment. The warrant will be in ~~the form attached hereto as Exhibit 10~~Canada.3.

~~Topside~~InterCore ~~Note~~Development ~~Amendment~~Canada, Inc., also a wholly-owned Canadian subsidiary, is not affected by the actions taken with respect to ICR and will, along with our key technical, sales, and marketing employees, provide any available support in furtherance of the commercialization of DADS and DADS-related products.

On March 5, 2015, we entered into an Omnibus Amendment (the “Topside Omnibus Amendment”) to our Loan Agreements (the "Topside Loan Agreements") with Topside Partners, LP ("Topside"), which amended the Topside Loan Agreements (see Exhibit A of Exhibit 10.2 attached hereto) to remove the conversion feature from the Topside Loan Agreements in exchange for warrants to purchase shares of our common stock. Before the Topside Omnibus Amendment, the outstanding principal balances under the Topside Loan Agreements were convertible into either shares of our Series D Preferred Stock or into shares of our common stock at any time in the sole discretion of Topside. Under the Topside Omnibus Amendment, the outstanding principal balances under the Loan Agreements are no longer convertible into either shares of Series D Preferred Stock or shares of our common stock; and in exchange we agreed to issue Topside a warrant to purchase 1,000,000 shares of our common stock at an exercise price of One Dollar ($1) per share, with a cashless exercise provision, and which purchase right expires four (4) years from the date of the Topside Omnibus Amendment. The warrant will be in the form attached hereto as Exhibit 10.3.SIGNATURES

~~SECTION~~Pursuant 3to –the ~~SECURITIES~~requirements ~~AND~~of ~~TRADING~~the ~~MARKETS~~Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 3.02 Unregistered Sales of Equity Securities.

Dated: April 13, 2015		InterCore, Inc.
		a Delaware corporation
		/s/ James F. Groelinger


		By: James F. Groelinger
		Its: Chief Executive Officer

As noted in Item 1.01, pursuant to the terms of the Rhine Omnibus Amendment, we agreed to issue Rhine a warrant to purchase 1,500,000 shares of our common stock at an exercise price of One Dollar ($1) per share, with a cashless exercise provision, and which purchase right expires four (4) years from the date of the Rhine Omnibus Amendment. The issuance of the warrants was or will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Rhine is an accredited investor and familiar with our operations, as represented by Rhine in the Rhine Loan Agreements.

As noted in Item 1.01, pursuant to the terms of the Topside Omnibus Amendment, we agreed to issue Topside a warrant to purchase 1,000,000 shares of our common stock at an exercise price of One Dollar ($1) per share, with a cashless exercise provision, and which purchase right expires four (4) years from the date of the Topside Omnibus Amendment. The issuance of the warrants was or will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Topside is an accredited investor and familiar with our operations, as represented by Topside in the Topside Loan Agreements.

SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

	10.1	Rhine Partners, LP Omnibus Amendment to Loan Agreements
	10.2	Topside Partners, LP Omnibus Amendment to Loan Agreements
	10.3	Form of Warrant under the Omnibus Amendment to the Rhine Loan Agreements and the Omnibus Amendment to the Topside Loan Agreements

SIGNATURES

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

Dated: March 6, 2015		InterCore, Inc.
		a Delaware corporation
		/s/ James F. Groelinger
		By: James F. Groelinger
		Its: Chief Executive Officer

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