Edgar Filing: KNOLL FRED

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â EUROPA INTERNATIONAL INC

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2012

3. Issuer Name and Ticker or Trading Symbol
Tamir Biotechnology, Inc. [ACEL]

(Last)

(First)

(Middle)

C/O KNOLL CAPITAL MANAGEMENT, L.P.,Â 1114 AVENUE OF THE AMERICAS, 45TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10036

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	80,493,064	D ⁽¹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock (right to buy)	Â ⁽²⁾	Â ⁽³⁾	Common Stock	66,287,468	$ 0.0031	D ⁽¹⁾	Â
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	93,022,230	$ ⁽⁴⁾	D ⁽¹⁾	Â
Series B Warrant to Purchase Common Stock (right to buy)	10/19/2009	10/19/2014	Common Stock	5,000,000	$ 0.01	D ⁽¹⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EUROPA INTERNATIONAL INC C/O KNOLL CAPITAL MANAGEMENT, L.P. 1114 AVENUE OF THE AMERICAS, 45TH FLOOR NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
Knoll Capital Management, LP 1114 AVENUE OF THE AMERICAS, 45TH FLOOR NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
KNOLL FRED C/O KNOLL CAPITAL MANAGEMENT, L.P. 1114 AVENUE OF THE AMERICAS, 45TH FLOOR NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â

Signatures

/s/ By: Fred Knoll, President of Knoll Capital Management, Investment Manager of the Reporting Person, By: Zev Bomrind, Power of Attorney		12/21/2012
^**Signature of Reporting Person		Date
/s/ By: Fred Knoll, President of Knoll Capital Management By: Zev Bomrind, Power of Attorney		12/21/2012
^**Signature of Reporting Person		Date
/s/ Fred Knoll, By: Zev Bomrind, Power of Attorney		12/21/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Common Stock, Common Stock Warrants (the "Warrants"), and Series A Preferred Stock (the "Preferred Stock") are owned by Europa International Inc. ("Europa"). Mr. Knoll is President of Knoll Capital Management ("Knoll Capital Management"), the Investment Manager of Europa, and Mr. Knoll and Knoll Capital Management may be deemed to indirectly beneficially own those shares owned by Europa. Each of Mr. Knoll and Knoll Capital Management disclaims beneficial ownership of those shares that they do not have a pecuniary interest in and this report shall not be deemed an admission that they own these shares for purposes of Section 16.
(2)	The Warrants will be exercisable as of the close of business on the date that the Company files with the Secretary of State of the State of Delaware an amendment to its Certificate of Incorporation increasing the authorized number of shares of Common Stock and/or effecting a reverse stock split of the Common Stock so that the Company has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of the Series A Convertible Preferred Stock of the Company and the Warrants (the "Conversion Date").
(3)	The Warrants will expire as of the date 10 years following the Conversion Date.
(4)	As of the Conversion Date, each share of Preferred Stock will automatically be converted into 17,718.52 shares of Common Stock.
(5)	The Preferred Stock has no expiration date.

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