SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended January 31, 2013

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-11088

TAMIR BIOTECHNOLGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

22-2369085

(IRS Employer Identification No.)

5825 Oberlin Drive, San Diego, CA 92121

(Address of principal executive offices, zip code)

Registrant's telephone number (including area code): (732) 823-1003

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 £ NO S

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer £ Accelerated Filer £ Non-accelerated Filer £ Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at May 2, 2013
Common Stock, $.001 par value		217,364,331

TAMIR BIOTECHNOLOGY, INC.

JANUARY 31, 2013

(UNAUDITED)

INDEX

		Page
PART I	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18

PART II	OTHER INFORMATION	19

ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20
	Signatures	21

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Tamir Biotechnology, Inc.

Balance Sheets

	January 31, 2013			July 31, 2012
	(Unaudited)
ASSETS

Current assets:
Cash and equivalents	$	782,574		$	24,041
Prepaid clinical trial expenses		45,106			9,746
Prepaid expenses		11,382			11,382
Total current assets		839,062			45,169

Property and equipment, net of accumulated depreciation of $391,492 at January 31, 2013 and $387,867 at July 31, 2012		10,579			14,204
Deferred financing costs		—			20,485

TOTAL ASSETS	$	849,641		$	79,858

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current liabilities:
Accounts payable	$	666,288		$	583,610
Accrued expenses		225,492			213,079
Derivative liability		5,902,384			1,256,425
Convertible debt, less discount of $0 (related party, $0) and $267,123 (related party, $894,863) at January 31, 2013 and July 31, 2012, respectively		—			2,982,877
Accrued interest, convertible debt (related party, $0 and $134,229), at January 31, 2013 and July 31, 2012, respectively		—			447,432
Total current liabilities		6,794,164			5,483,423

Other liabilities:
Accounts payable, net of current portion		444,223			444,223
Accrued retirement benefits		231,250			231,250
Total other liabilities		675,473			675,473

TOTAL LIABILITIES		7,469,637			6,158,896

Commitments and Contingencies

Stockholders’ deficiency:
Series A Preferred stock, $0.001 par value; 10,000 and zero shares authorized and outstanding at January 31, 2013 and July 31, 2012, respectively		10			—
Common stock $.001 par value. Authorized 250,000,000 shares , issued and outstanding 217,364,331 shares at January 31, 2013 and 53,823,880 shares July 31, 2012, respectively		217,364			53,824
Common stock to be issued (138,469,450)		138,469			—
Additional paid-in capital		100,902,579			100,874,628
Accumulated deficit		(107,878,418	)		(107,007,490	)
Total stockholders’ deficiency		(6,619,996	)		(6,097,038	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	849,641		$	79,858

The accompanying notes are an integral part of these financial statements.

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Tamir Biotechnology, Inc.

Statements of Operations

(Unaudited)

	Three Months Ended January 31,						Six Months Ended January 31,
	2013			2012			2013			2012

Revenues	$	—		$	—		$	—		$	—

Operating expenses:
Research and development		66,981			48,653			117,234			119,224
General and administrative		142,124			53,174			241,577			176,110

Total operating expenses		209,105			101,827			358,811			295,334

Loss from operations		(209,105	)		(101,827	)		(358,811	)		(295,334	)

Other Income (Expense)
Investment income		—			—			—			1
Gain of debt conversion		3,484,870			—			3,484,870			—
Amortization of debt discount		—			(270,092	)		(267,123	)		(540,183	)
Change in fair value of derivative liability		(3,749,498	)		(281,127	)		(3,645,959	)		2,057,571
Interest Expense - related parties		(6,945	)		(12,154	)		(18,966	)		(24,308	)
Interest expense - other		(16,432	)		(49,487	)		(64,939	)		(99,069	)

Total other income (expense)		(288,005	)		(612,860	)		(512,117	)		1,394,012

Income (Loss) before income tax expense		(497,110	)		(714,687	)		(870,928	)		1,098,678

Income tax expense		—			—			—			—

Net Income (Loss)	$	(497,110	)	$	(714,687	)	$	(870,928	)	$	1,098,678

Income (Loss) per Common Shares
Basic	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	0.02
Diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	0.02
Weighted Average Number of Shares Outstanding
Basic		139,149,333			49,823,330			192,973,213			49,823,330
Diluted		226,446,917			73,939,177			311,836,257			73,939,177

The accompanying notes are an integral part of these financial statements.

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Tamir Biotechnology, Inc.

Statements of Cash Flows

(Unaudited)

	Six Months Ended January 31,
	2013			2012
Cash Flows from Operating Activities:
Net Income (Loss)	$	(870,928	)	$	1,098,678
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		3,624			4,918
Share-based compensation		24,190			7,501
(Decrease) in deferred rent		—			(3,096	)
Amortization of debt discount		20,485			540,183
Change in fair value of derivative liability		3,645,959			(2,057,571	)
Amortization of deferred financing costs		267,123			41,435
Gain on debt conversion		(3,484,870	)		—
Changes in assets and liabilities:
(Increase) Decrease in prepaid expenses		(35,360	)		16,554
Increase (Decrease) in accounts payable		82,678			785
Increase (Decrease) in accrued expenses		75,632			(90,518	)
Increase in deferred revenue		—			405,000
Net Cash Used in Operating Activities		(271,467	)		(36,131	)

Cash Flows from Financing Activities:
Proceeds from sale of equity securities		1,030,000			—
Net Cash Provided by Financing Activities		1,030,000			—

Net increase (decrease) in cash and equivalents		758,533			(36,131	)
Cash and equivalents at beginning of period		24,041			354,198
Cash and equivalents at end of period	$	782,574		$	318,067

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	200		$	915
Cash paid for taxes	$	—		$	—

Non-cash Transactions
Derivative liability – convertible reclassification	$	3,760,654		$	—

The accompanying notes are an integral part of these financial statements.

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TAMIR BIOTECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2013 (UNAUDITED) AND JULY 31, 2012

NOTE 1 - Business Description

Tamir Biotechnology, Inc. (formerly known as Alfacell Corporation) (“Tamir”, “Company”, “we”, “us”, “our”, “our company”) is a Delaware corporation incorporated on August 24, 1981. We are a biopharmaceutical company primarily engaged in the discovery, development, and licensing of a new class of antiviral therapeutic drugs for the treatment of pathological conditions. Our proprietary drug discovery and development program consists of novel therapeutics which are being developed from amphibian ribonucleases (RNases). Since 2011, Tamir’s focus has been its antiviral therapeutic drug development strategy and plan.

The Company is engaged in the research, development, licensing and commercialization of drugs for the treatment of various life threatening diseases. As of January 31, 2013, the Company is pursuing various available strategic alternatives to raise additional funds. The Company plans to continue the further development and licensing of its drug product candidates, which requires capital for research, product development, and market development activities. Future product development will require clinical testing, regulatory approval, and substantial additional investment prior to commercialization. The future success of the Company is dependent on its ability to make progress in the development of its drug product candidates and, ultimately, to attain future profitable operations through manufacturing and marketing of those drug product candidates. There can be no assurance that the Company will be able to obtain the necessary financing or regulatory approvals to be able to successfully develop, manufacture, and market its products, or attain successful future operations. Accordingly, the Company’s future success is uncertain.

The Company is no longer a development stage enterprise as it has started generating revenue from licensing, resulting from its past and ongoing research and development activities. Management expects to generate such revenue, as well as revenue from product sales, on an ongoing basis.

In addition, uncertainty exists as to the Company’s ability to protect its rights to patents and its proprietary information. There can also be no assurance that research and discoveries by others will not render some or all of the Company’s technology or drug product candidates noncompetitive or obsolete, nor can there be any assurance that unforeseen problems will not develop with the Company’s technologies or applications, or that the Company will be able to address successful technological challenges it encounters in its research and development programs. While the Company maintains insurance to cover the use of its drug product candidates in clinical trials, it does not maintain insurance covering the sale of its products nor is there any assurance that it will be able to obtain or maintain such insurance on acceptable terms or with adequate coverage against potential liabilities.

NOTE 2 - Summary of Significant Accounting Policies

Going concern

The accompanying financial statements were prepared assuming we will continue as a going concern. The Company had net loss of $870,928 and net income of $1,098,678 for the six months ended January 31, 2013 and 2012, respectively. As of January 31, 2013, the Company had a negative working capital of $5,955,102 and an accumulated deficit of $107,878,418. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue its existence. The recovery of the Company’s assets is dependent upon continued operations of the Company and future events, the outcome of which is unknowable. The Company intends to continue to attempt to raise additional capital, but there can be no certainty that such efforts will be successful.

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Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts were reclassified to conform to the presentation in the current period. The reclassifications did not have an effect on the results of operations or the cash flow.

Cash and Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these investments approximates their fair value due to their short maturity and liquidity. The Company maintains cash deposits with banks that at times exceed applicable insurance limits.

Property and Equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs that do not extend the life of assets are expensed when incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operations for the period in which the transaction takes place.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of the hedging relationship designation. Accounting for changes in the fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged.

Accounting For Warrants Issued With Convertible Debt

The Company accounts for the intrinsic value of beneficial conversion rights arising from the issuance of convertible debt instruments with non-detachable conversion rights that are in-the-money at the commitment date pursuant to the consensuses of ASC 470-20, “Debt: Debt With Conversion and Other Options”. Such value is allocated to additional paid–in capital and the resulting debt discount is charged to interest expense over the terms of the notes payable. Such value is determined after first allocating a portion of the proceeds received to warrants or any other detachable instruments included in the exchange.

-7-

Fair Value Measurements

The Company adopted ASC Topic 820, “Fair Value Measurement”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management provides valuation allowances against the deferred tax assets for amounts which are not considered “more likely than not” to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” issued by the staff of the SEC. Under SAB No. 104, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

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The Company enters into marketing and distribution agreements, which contain multiple deliverables. Under the provisions of ASC Topic 605, “Revenue Recognition - Multiple Deliverable Revenue Arrangements”, the Company evaluates whether these deliverables constitute separate units of accounting to which total arrangement consideration is allocated. A deliverable qualifies as a separate unit of accounting when the item delivered to the customer has standalone value, there is objective and reliable evidence of fair value of items that have not been delivered to the customer, and, if there is a general right of return for the items delivered to the customer, delivery or performance of the undelivered items is considered probable and substantially in the control of the Company. Arrangement consideration is allocated to units of accounting on a relative fair-value basis or the residual method if the Company is unable to determine the fair value of all deliverables in the arrangement. Consideration allocated to a unit of accounting is limited to the amount that is not contingent upon future performance by the Company. Upon determination of separate units of accounting and allocated consideration, the general criteria for revenue recognition are applied to each unit of accounting. Up-front nonrefundable fee received by the Company for substantive milestones are recognized upon achievement of the milestones. Any amounts receive prior to satisfying our revenue recognition criteria are recorded as deferred in the accompanying balance sheets.

Research and Development

Research and development costs are expensed as incurred. These costs include, among other things, consulting fees and costs related to the conduct of human clinical trials. The Company also allocates indirect costs, consisting primarily of operational costs for administering research and development activities to research and development expenses.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services and ASC Subtopic 505-50, “Equity-Based Payments to Non-Employees”, which establishes accounting for equity-based payments to non-employees. Under the provisions of ASC 718, share-based compensation is measured at the grant date, based upon the fair value of the award, and is recognized as an expense over the option holders’ requisite service period (generally the vesting period of the equity grant). The Company is required to record compensation cost for all share-based payments granted to employees based upon the grant date fair value, estimated in accordance with the provisions of ASC 718. Under the provisions of ASC 505-50, measurement of compensation cost related to common shares issued to non-employees for services is based on the value of the services provided or the fair value of the shares issued. The measurement of non-employee stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests.

The fair value of the stock options at the grant date was estimated using the Black-Scholes option pricing mode. The risk-free interest rate for periods approximating the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected stock price volatility is based on historical volatility of the Company’s stock price. For post July 31, 2005 grants, the expected term until exercise is derived using the “simplified” method as allowed under the provisions of the SEC’s SAB No. 110, “Disclosures about Fair Value of Financial Instruments” and represents the period of time that options granted are expected to be outstanding.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Recoveries from other parties are recorded when realized.

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Recently Issued Accounting Pronouncements

On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities an option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on these financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - Net Income (Loss) Per Common Share

The following table sets forth the computation of basic and diluted net income (loss) per common share:

	Three Months Ended January 31,						Six Months Ended January 31,
	2013			2012			2013			2012
Numerator:
Net income (loss)	$	(497,110	)	$	(714,687	)	$	(870,928	)	$	1,098,678
Denominator:
Weighted average number of common
shares outstanding		139,149,333			49,823,330			192,973,213			49,823,330

Income (loss) per common share:
Basic	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	0.02
Diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	0.02
Potentially dilutive securities:
Warrants		150,428,504			150,428,504			45,833,328			45,833,328
Convertible notes (principal & interest)		—			—			24,916,667			24,916,667
Stock options		5,273,667			5,273,667			3,704,267			3,704,267
Total potentially dilutive securities		155,702,171			155,702,171			74,454,262			74,454,262

As the Company had incurred a net loss for the three and six months ending January 31, 2013 and the three months ending January 31, 2012, basic and diluted per common share amounts are the same, as the inclusion of all potentially dilutive securities would be anti-dilutive. For the six months ended January 31, 2012 basic and diluted earnings are the same because of anti-dilution.

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NOTE 4 - Property and Equipment

Property and equipment, at cost, consists of the following:

	January 31, 2013			July 31, 2012
Laboratory equipment	$	276,202		$	276,202
Office equipment		125,869			125,869
Less accumulated depreciation		(391,492	)		(387,867	)
Property and equipment, net	$	10,579		$	14,204

Depreciation was $1,812 and $3,624 for the three months ended January 31, 2013 and 2012, and $2,417 and $4,918 for the six months ended January 31, 2013 and 2012, respectively.

NOTE 5 – Accrued Expenses

Accrued expenses consisted of the following:

	January 31, 2013		July 31, 2012
Accrued compensation expenses	$	86,780	$	84,343
Other		138,712		128,736
Total accrued expenses	$	225,492	$	213,079

NOTE 6 - Convertible Notes and Warrants

On October 19, 2009, the Company completed a sale of 65 units (the “Units”) in a private placement (the “Offering”) to certain investors pursuant to a securities purchase agreement (the “Securities Purchase Agreement”). Each Unit consists of (i) $50,000 principal amount of 5% Senior Secured Convertible Promissory Notes (collectively, the “Notes”) convertible into shares of the Company’s common stock, par value $.001 per share (“Common Stock”), (ii) Series A Common Stock Purchase Warrants (the “Series A Warrants”) to purchase that number of shares of Common Stock initially issuable upon conversion of the Notes issued as part of the Unit, at $0.15 per share with a three year term and (iii) Series B Common Stock Purchase Warrants (the “Series B Warrants”, together with the Series A Warrants, the “Warrants”) to purchase that number of shares of Common Stock initially issuable upon conversion of the aggregate amount of Notes issued as part of the Unit, at $0.25 per share with a five year term. The closing of the Offering occurred on October 19, 2009 (the “Closing”) and the Company received $3,250,000 in gross proceeds. On October 18, 2012, by action of a majority of the holders (the “Required Holders”) of the Tamir Biotechnology, Inc. 5% Senior Secured Convertible Promissory Notes (the “Notes”), the maturity date of the Notes was changed from October 19, 2012 to February 16, 2013 or such earlier date on which demand is made by the Required Holders. No other changes were made to the Notes with this amendment.

In April 2011, the Company completed the sale of 2,500,000 shares of its common stock and the issuance of warrants to purchase 2,500,000 common shares pursuant to an agreement with Unilab LP (“2011 warrants). The company received proceeds of $500,000. The warrants have a 5-year term and a purchase price of $0.50 per share. At April 2011 the fair value of the warrant liability was $0.2 million. These warrants have standard anti-dilutive provisions, as such, they were classified as equity instruments.

On December 14, 2012, the Company completed a private placement of 10 Units at $100,000 per Unit, for $1 million pursuant to the Purchase Agreement. Each Unit consisted of (i) 13,846,945 shares of Common Stock, (ii) 1,000 Preferred Shares, each such Preferred Share being initially convertible into 17,718.52 shares of Common Stock, and (iii) Warrants to purchase 12,626,184 shares of Common Stock at $0.003168 per share. In connection with the Offering, and as a condition precedent thereto under the Purchase Agreement, the Requisite Holders of the Company’s outstanding Notes, entered into a Consent and Waiver under which (i) the Notes were amended to provide for the automatic conversion of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders elected to convert all outstanding principal and interest under the Notes, of $3,891,838, into shares of Common Stock at $0.15 per share (the conversion price under the Notes), and (iii) the exercise price of the Series B Warrants held by the holders of the Notes were reduced from $0.25 to $0.01 per share.

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At January 31, 2013 the Company accounted for the warrant liabilities issued on October 19, 2009 (“Series B Warrants”) using the fair value method, with the resultant gain recognition recorded in the statement of operations. At January 31, 2013, the fair value of the Series B warrant liability was $0.9 million. The fair value of the Series B warrant was $6.1 million at the closing for the Offering and $2.0 million at July 31, 2012.

The warrants were accounted as a liability because the Company did not have enough authorized common stock shares. The Company accounted for warrant liabilities issued at December 14, 2012 (“2012 warrant”) using the fair value method, with the resultant loss recognition recorded in the statement of income. The fair value was $5.0 million at January 31, 2013 and $1.3 million at December 14, 2012. The excess of the fair value of the derivative securities over the proceeds of $1.0 million was expensed.

The preferred stock issued in connection with the December 14, 2012 offering have the following characteristics:

Preferred stock have voting rights

Preferred stock participate for dividends if declared for common stock

Liquidation preference

Automatic converted to common stock upon increase in authorized shares

Not redeemable

The 2009 and 2012 warrant liabilities were valued at January 31, 2013 and July 31, 2012 using the Black-Scholes valuation model and the following assumptions:

	2012 Warrants							Series B Warrants
	January 31, 2013				December 14, 2012			January 31, 2013				July 31, 2012
Volatility		215,10	%			191.29	%		325.06	%			190.38	%
Risk-free interest rate		1.99	%			1.72	%		0.24	%			0.27	%
Remaining contractual life (years)		9.87				10.00			1.71				2.22
Dividend rate		-		%		-	%		-		%		-%

NOTE 7 - Stockholders' Equity

During the fiscal year ended July 31, 2011, the Company issued 430,000 stock options to the independent members of its Board of Directors with an exercise price of $0.12 per share and a 67 month exercise term. The aggregate grant date fair market value of these options of $40,850 is being amortized over the seven-month vesting period. The Company recognized compensation expense of $11,438 for the fiscal year ended July 31, 2011. The Company issued 90,000 stock options to a non-employee consultant for services rendered. The options vested immediately, have an exercise price of $0.34 per share and a five-year exercise term. The aggregate grant date fair market value of these options, $25,380, was recognized as an expense by the Company during the fiscal year ended July 31, 2011. During the fiscal year ended July 31, 2011, the Company issued 10,000 shares of its common stock upon the exercise of stock options by an employee at per share exercise prices of $0.26. The Company realized aggregate gross proceeds of $2,600 from this exercise.

On December 14, 2012, we completed a private placement of 10 “Units” at $100,000 per Unit, for gross consideration of $1 million (the “Offering”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 11, 2012. Each Unit consisted of (i) 13,846,945 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), (ii) 1,000 shares of Series A Convertible Preferred Stock of the Company (the “Preferred Shares”), each such Preferred Share being initially convertible into 17,718.52 shares of Common Stock, and (iii) 10-year Common Stock Purchase Warrants (the “Warrants”), to purchase 12,626,184 shares of Common Stock at $0.003168 per share. Upon completion of Offering, there were issued and outstanding approximately 577,000,000 shares of Common Stock on a fully-diluted basis, of which 315,654,607 (or 70%) were issued in the Offering. The Company’s Certificate of Incorporation only authorizes the issuance of 250,000,000 shares of Common Stock. The Preferred Shares issued in the Offering, which are convertible into 177,185,153 shares of Common Stock, will automatically convert into shares of the Common Stock on the date the Company files an amendment to its Certificate of Incorporation increasing the authorized number of shares of Common Stock and/or effecting a reverse stock split so that the Company has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding Preferred Shares and all other convertible securities of the Company.

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In connection with the Offering, and as a condition precedent thereto under the Purchase Agreement, the holders of a majority in principal amount (the “Requisite Holders”) of the Company’s outstanding 5% Senior Secured Convertible Promissory Notes (the “Notes”), entered into a Consent and Waiver (the “Consent”) under which (i) the Notes were amended to provide for the automatic conversion of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders elected to convert all outstanding principal and interest under the Notes at a price $0.15 per share (the conversion price under the Notes. In connection with the Offering, the Company also entered into a Third Amendment to Investor Rights Agreement (the “Investor Rights Agreement Amendment”) with the purchasers of the Units and the Requisite Holders under which the Company has provided registration rights with respect to the Common Stock issued in the Offering and the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants.

NOTE 8 - Common Stock Warrants

The following table summarizes the activity of common stock warrants issued in fiscal 2012 and the six months ended January 31, 2013:

	Warrants			Exercise Price		Expiration
Outstanding at July 31, 2011		45,833,328			$0.15 - $0.50		10/19/12 to 4/7/16
Expired		—			—		—
Issued		—			—		—
Outstanding at July 31, 2012		45,833,328			$0.15-$0.50		10/19/12 to 4/7/16
Expired		(21,666,664	)		$ 0.15		10/19/12
Issued		126,261,840			$ 0.003168		12/14/22
Outstanding at January 31, 2013		150,428,504			$0.003168 - $0.50		10/19/14 to 12/14/22

NOTE 9 - Stock Options

2004 Stock Incentive Plan

The Company's stockholders approved the 2004 Stock Incentive Plan (the “2004 Plan”) for the issuance of up to 8,500,000 shares, which provides that common stock and stock options may be granted to employees, directors and consultants. The 2004 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, or other share based awards to eligible employees and directors, as defined in the 2004 Plan. Options granted under the 2004 Plan will have an exercise price equal to the market value of the Company’s common stock on the date of the grant. The term, vesting period and time and method of exercise of options granted under the 2004 Plan are fixed by the Board of Directors or a committee thereof.

1997 Stock Option Plan

The Company’s stockholders approved the 1997 stock option plan for the issuance of options for up to 2,000,000 shares, which provides that options may be granted to employees, directors and consultants. Options are granted at market value on the date of the grant and generally are exercisable in 20% increments annually over five years starting one year after the date of grant and terminate five years from their initial exercise date. This plan expired in May 2007 except to the extent there are outstanding options.

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Option Activity

The following table summarizes stock option activity for the period July 31, 2012 through January 31, 2013:

	Shares Available for Grant		Options Outstanding			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance July 31, 2012		3,065,333		5,414,267		$	0.80		4.71	$	20,985
Granted		—		—			—
Cancelled/Expired		20,000		(140,600	)		0.58
Exercised		—		—			—
Balance January 31, 2013		3,085,333		5,273,667			0.73		4.29		—
Exercisable at January 31, 2013				4,073,667		$	0.45		4.03		—

NOTE 10 - Subsequent Events

On February 5, 2013, Charles Muniz was removed as a director on the Company’s Board of Directors (“BOD”) pursuant to an action by written consent of the stockholders constituting over a majority of the outstanding capital stock entitled to vote at an election of directors in accordance with Article II, Section 10 and Article III, Section 14 of the By-Laws. In addition, Fred Knoll, Patrick Ostronic and Ms. Sulley were elected by the requisite stockholders’ vote to the Company’s BOD to fill the existing vacancies on the BOD and to serve in such positions until the next annual meeting of stockholders or until their earlier removal or resignation. Dr. David Sidransky will remain the Chairman of the BOD of the Company. Fred Knoll is the principal of Knoll Capital and an affiliate of one of the principal stockholders, Europa International, Inc. Patrick Ostronic is affiliated with Unilab LP, another principal stockholder.

On January 25, 2013, the SEC has commenced an administrative proceeding against the Company alleging that the Company is delinquent in filing its periodic filings with the SEC since the Company has not filed any of its periodic reports since the quarterly report on Form 10-Q filed for the period ended January 31, 2011. The purpose of the hearing is to determine whether it is appropriate for the SEC to suspend for a period of up to 12 months or to permanently revoke the registration of the Company’s common stock pursuant to Section 12 of the Securities Exchange Act of 1934. This action was instituted concurrently with a temporary suspension of trading of the common stock ordered by the SEC from January 25, 2013 through February 7, 2013. The Company has responded to SEC motion and is attempting to become current. The Company has filed its two delinquent Form 10-Ks for the years ending July 31, 2012 and 2011 and is in the processes of filings its delinquent Form 10-Qs.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended July 31, 2012 and presume readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended July 31, 2012 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this report.

Overview

We are a biopharmaceutical company primarily engaged in the discovery and development of a new class of antiviral therapeutic drugs for the treatment of pathological conditions. Our proprietary drug discovery and development program consists of novel therapeutics which are being developed from amphibian ribonucleases (“RNases”).

Since our inception in 1981, we have devoted the vast majority of our resources to the research and development of ONCONASE^®, as well as other related drug candidates. In recent years we have focused our resources towards the completion of the clinical program for ONCONASE^® in patients suffering from unresectable malignant mesothelioma (“UMM”).

On February 4, 2011, we decided to suspend the Phase II trial of ONCONASE^® in combination with carboplatinum regimens in patients suffering from non-small cell lung cancer who have reached maximum progression after receiving two cycles of Alimta plus Carboplatin. Given our limited resources and based upon previously reported positive in vitro results, we shifted our focus to the completion of in vivo studies for Cytomegalovirus (“CMV”) and human papillomavirus (“HPV”).

We have incurred losses since inception and we have not received Food and Drug Administration (“FDA”) approval of any of our drug candidates. We expect to continue to incur losses for the foreseeable future as we continue our efforts to receive marketing approval for our drug candidates, which includes the sponsorship of human clinical trials. Until we are able to consistently generate sufficient revenue through the sale of drug or non-drug products, we anticipate we will be required to fund the development of our pre-clinical compounds and drug product candidates primarily by other means, including, but not limited to, licensing the development or marketing rights to some of our drug candidates to third parties, collaborating with third parties to develop our drug candidates, or selling Company issued securities.

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Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on other assumptions that we believe to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The discussion of Critical Accounting Policies is incorporated herein by reference from Company’s Annual Report on to Form 10-K for the fiscal 2012. There have been no significant changes in the critical accounting policies since year-end.

Results of Operations

For the Three Months Ended January 31, 2013 and 2012

Research and Development Expenses

Research and development expense was $66,981 and $48,653 for the three months ended January 31, 2013 and 2012, respectively.

General and Administrative Expenses

General and administrative expenses were $142,124 and $53,174 for the three months ended January 31, 2013 and 2012, respectively.

Other Income and Expense

Other income/(expense) was $(288,005) and $(612,860) for the three months ended January 31, 2013 and 2012, respectively. This increase was directly due to the change from the mark-to-market valuation of the derivative liability and the gain on debt conversion

For the Six Months Ended January 31, 2013 and 2012

Research and Development Expenses

Research and development expense was $117,234 and $119,224 for the six months ended January 31, 2013 and 2012, respectively.

General and Administrative Expenses

General and administrative expenses were $241,577 and $176,110 for the six months ended January 31, 2013 and 2012, respectively.

Other Income and Expense

Other income/(expense) was $(512,117) and $1,394,012 for the six months ended January 31, 2013 and 2012, respectively. This increase was directly due to the change from the mark-to-market valuation of the derivative liability and the gain on debt conversion.

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Liquidity and Capital Resources

Net cash used in operating activities was $271,467 and $36,131 in the six months ended January 31, 2013 and 2012, respectively.

Net cash provided by financing activities was $1,030,000 in six months ended January 31, 2013. In six months ended January 31, 2012 net cash used by financing activities was zero. The difference of $1,030,000 in cash flows from financing activities was mainly due to proceeds from a private placement in December 2012. On December 14, 2012, the Company completed a private placement of 10 “Units” at $100,000 per Unit, for $1 million pursuant to the Purchase Agreement. Each Unit consisted of (i) 13,846,945 shares of Common Stock, (ii) 1,000 Preferred Shares, each such Preferred Share being initially convertible into 17,718.52 shares of Common Stock, and (iii) Warrants to purchase 12,626,184 shares of Common Stock at $0.003168 per share.

In connection with the Offering, and as a condition precedent thereto under the Purchase Agreement, the Requisite Holders of the Company’s outstanding Notes, entered into a Consent and Waiver under which (i) the Notes were amended to provide for the automatic conversion of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders elected to convert all outstanding principal and interest under the Notes and (iii) the exercise price of the Series B Warrants held by the holders of the Notes were reduced from $0.25 to $0.01 per share.

The Company suffered recurring losses from operations and has an accumulated deficit of $107,878,418 at January 31, 2013.

The Company has financed its operations since inception primarily through the sale of equity securities and convertible debentures in registered offerings and private placements. Additionally, we have raised capital through other debt financings, the sale of our state tax benefit and research products. Because our business does not generate positive cash flow from operating activities, the Company will need to raise additional capital to commercialize our product or fund development efforts relating to additional indications. To the extent additional capital is not available when needed, the Company may be forced to abandon some or all of its development and commercialization efforts, which would have a material adverse effect on the prospects of the business. Based upon the reduced operations, we currently believe that our cash reserves can support our activities through September 2013. We may seek to satisfy future funding requirements through public or private offerings of securities or with collaborative or other arrangements with corporate partners. Additional financing or strategic transactions may not be available when needed or on terms acceptable to us, if at all. If adequate financing is not available, we may be required to delay, scale back, or eliminate certain of our research and development programs, relinquish rights to certain of our technologies, drugs or products, or license third parties to commercialize products or technologies that we would otherwise seek to develop ourselves.

Inflation and Seasonality

Inflation and seasonality have not been material to us during the past five years.

Recent Accounting Pronouncements

On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities an option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on these financial statements.

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Refer to the notes to the financial statements in our July 31, 2012 Form 10-K for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during the current year.

Off-Balance Sheet Arrangements

As of January 31, 2013 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of January 31, 2013, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the limited size of our staff and budget.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 15, 2012, Charles Muniz, the Company’s former President, Chief Executive Officer and Chief Financial Officer and a former director of the Company, filed a complaint against the Company asserting that he had been wrongfully discharged by the Company in violation of federal and state laws. More specifically, the complaint alleged the Company terminated Mr. Muniz’s employment and position as an executive officer of the Company in retaliation of Mr. Muniz’s complaints regarding the Company’s failure to disclose material information in reports filed with the SEC. The complaint seeks unspecified compensatory and punitive damages. The Company believes that the claims are meritless and intends to defend the case vigorously.

On July 26, 2012, certain investors and stockholders of the Company who own more than 7,500,000 shares of the Company’s common stock filed a complaint against the Company and certain current and former executive officers and directors of the Company alleging fraud and breaches of fiduciary duty. The complaint asserts that the Company and the other defendants failed to properly pursue the Company’s application with the FDA for approval of its therapeutics. The complaint alleges that the Company and the other defendants committed securities fraud by failing to disclose material information in reports filed with the SEC in violation of federal and state securities laws. The complaint also alleges that the executive offices and directors of the Company breached their fiduciary duties to the Company’s stockholders by failing to take corrective action and by failing to accurately disclose material information to the Company’s stockholders. In addition to direct claims made by the plaintiffs, the complaint asserts derivative claims for fraud and breaches of fiduciary obligations on behalf of all stockholders of the Company. The complaint seeks over $7,000,000 in compensatory damages and an unspecified amount in punitive damages. The Company believes the claims are baseless and intends to defend the case vigorously.

On January 25, 2013, the SEC commenced an administrative proceeding against the Company alleging the Company is delinquent in filing its periodic filings with the SEC since the Company has not filed any of its periodic reports since the quarterly report on Form 10-Q filed for the period ended January 31, 2011. The purpose of the hearing is to determine whether it is appropriate for the SEC to suspend for a period of up to 12 months or to permanently revoke the registration of the Company’s common stock pursuant to Section 12 of the Securities Exchange Act of 1934. This action was instituted concurrently with a temporary suspension of trading of the common stock ordered by the SEC from January 25 through February 7, 2013. The Company responded to the SEC motion and is attempting to become current. On April 25, 2013, the Company filed its two delinquent Form 10-Ks for the years ended July 31, 2012 and 2011 and is in the processes of filing its delinquent Form 10-Qs.

ITEM 1A. RISK FACTORS

In addition to the other risk factors and information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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ITEM 5.

OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit		Description

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

TAMIR BIOTECHNOLOGY, INC.

Date: May 2, 2013	By:	/s/ Jamie Sulley
		Jamie Sulley
		President
		(Principal Executive Officer)

Date: May 2, 2013	By:	/s/ Joanne Barsa
		Joanne Barsa
		Chief Financial Officer and Secretary
		(Principal Financial Officer and Chief Accounting Officer)

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Tamir Biotechnology, Inc. 10-Q