<PAGE>

                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

                            For the fiscal year ended
                                 July 31, 2003.

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

              For the transition period from ________ to ________.

                         COMMISSION FILE NUMBER 0-32801

                                 BERT LOGIC INC.
             (Exact name of registrant as specified in its charter)



            Washington                                      91-2034750
(State or other jurisdiction of                         (I.R.S. employer
  incorporation or organization)                          identification  no.)

                          c/o Abramovich, Yosef, Hakim
                                  Toyota Towers
                                65 Yigal alon St.
                                 Tel Aviv 67443
                                     Israel
                                 +972-3-5628288
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

         Securities registered under Section 12(b) of the Exchange Act:



  Title of Each Class                  Name of each Exchange on Which Registered
Common Stock ($0.0001 Par Value)                         None
Preferred Stock ($0.0001 Par Value)                      None


       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 __
   --

<PAGE>



Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X].

The issuer's total revenues for the year ended July 31, 2003, were $21,250.

At October 28, 2003, the number of shares outstanding of the registrant's Common
Stock, $0.0001 par value (the only class of voting stock), was 6,012,000.



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                                TABLE OF CONTENTS

                                     PART I

Item 1.  Description  of  Business. . . . . . . . . . . . . . . . . . . . . .  1

Item 2.  Description  of  Property. . . . . . . . . . . . . . . . . . . . . .  5

Item 3.  Legal  Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .  5

Item 4.  Submission  Of  Matters  To  A Vote Of Security Holders. . . . . . .  5


                                    PART II

Item 5.  Market  For  Common  Equity And Related Stockholder Matters. . . . .  6

Item 6.  Management's Discussion And Analysis Of Financial Condition,
Changes In Financial Condition And  Results Of Operations . . . . . . . . . .  7

Item 7.  Financial  Statements. . . . . . . . . . . . . . . . . . . . . . . .  9

Item 8. Changes And Disagreements With Accountants On Accounting And
Financial  Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Item 8A. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . 10

                                    PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons;
Compliance With Section 16(A) Of The Exchange Act . . . . . . . . . . . . . . 11

Item 10.  Executive  Compensation . . . . . . . . . . . . . . . . . . . . . . 11

Item 11. Security Ownership Of Certain Beneficial Owners And Management . . . 12

Item 12.  Certain  Relationships  And  Related  Transactions. . . . . . . . . 12

Item 13.  Exhibits  And  Reports  On  Form  8K. . . . . . . . . . . . . . . . 13

Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . 13


                 [This Space Has Been Intentionally Left Blank]





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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

BERT Logic Inc. (the "Company") was incorporated under the laws of the State of
Washington on May 31, 2000. The Company sells a bit error rate tester, which is
used to test the integrity and reliability of communications channels used to
transfer data from one source to another. The Company has sold the bit error
rate testers in the United States, China, England, Singapore, Sweden, and
Taiwan. In addition, the Company has also recently entered into a research and
development agreement with a research facility that is developing
transplantation organ technology. The Research and License Agreement (the
"Research Agreement") with Yeda Research and Development Company Limited
("Yeda"), which is located in Rehovot, Israel, provides the Company with a
worldwide, exclusive license from Yeda to market and sell Yeda's tissue
transplant technologies.

Organ Transplantation

General
-------

The Research Agreement entered with Yeda provides the Company with the right to
market and sell tissue transplant technologies developed in the laboratory of
Prof. Yair Reisner at the Weizmann Institute of Science. Prior to entering into
the Research Agreement, Yeda entered into an agreement with Prof. Yair Reisner
at the Weizmann Institute of Science, which provided Yeda with ownership of the
tissue transplant technology. Further, the Research Agreement provides the
Company with the license to the tissue transplant technology that is being
further developed at the Weizmann Institute of Science under the supervision of
Prof. Yair Reisner. The Company intends to market and sell tissue products
developed by Prof. Yair Reisner at the Weizmann Institute of Science. The
Company believes this technology will provide a superior alternative to current
kidney, liver and pancreas transplants and provide therapies for a number of
unmet medical needs in large markets. Yeda has filed a patent application with
the United States Patent and Trademark Office with respect to the tissue
transplant technology.

About the Product
-----------------

Technology regarding the development of stem cells from early human embryos or
adults is being researched and developed as a source of early stage cells that
could be isolated, grown in culture and used to replace tissues impaired by many
devastating diseases. In 1998, scientists first developed a procedure whereby
they were able to isolate embryonic stem cells from early human embryos and grow
them in culture. Embryonic stem cells were viewed as a new source of tissue that
could be used to replace cells or tissues that are damaged or destroyed by
various diseases. However, scientists have not been able to overcome the
difficulties involved in replicating nature and controlling the growth and
differentiation of stem cells in the laboratory.

Embryonic stem cell research was delayed due to the inability to determine which
organ a cell would develop into. At a certain point in embryonic development,
stem cells differentiate and commit to a particular development pathway leading
to the formation of a specific organ. Unfortunately, it could not be determined
which cells were going to develop into a specific organ. As a result of
embryonic stem cells tendency to develop in a disorganized fashion that could
not be controlled, the scientific community was not able to develop any real
world uses for embryonic stem cells.

Prof. Reisner, through his research at the Weizmann Institute of Science, has
learned to identify kidney, liver and pancreatic precursor tissues found in the
developing embryo. Prof Reisner intends to continue to identify additional organ
precursor tissues as well. In their initial experiments, Prof. Reisner's team
harvested kidney precursor tissue from human and porcine embryos which was then
implanted in mice. The approach developed in Prof. Reisner's lab preserves the
natural state of harvested tissue. Tissue is harvested from aborted embryos and
then implanted in the recipient. Tissues are tested for control purposes;
however, cells are not isolated, cultured, expanded or genetically engineered.
This approach takes embryonic tissue and transplants it in a recipient where it
matures into appropriate functional tissue. By using committed organ-specific
precursor cells, uncontrolled differentiation is avoided. By taking tissue at
the earliest time after cells commit to a pathway, immune response is minimized.
Further, cells are not altered through culturing and manipulation in ways that
may reduce their integration in the host.

Implanting healthy embryonic tissue into humans, that will mature and produce
missing proteins, is believed to be a therapy for many diseases where a specific
protein is not being produced in sufficient quantities (i.e. type I diabetes,
hemophilia, etc.). Ideally, human embryonic tissue would be used for treating
diseased human patients. However, in some countries, most notably the United
States, there are objections on ethical grounds to using tissue from aborted
embryos. Furthermore, pigs may be a preferred source of tissue for certain
clinical applications. Pigs can be raised in controlled environments and
typically gestate five to ten embryos in each pregnancy. Embryonic porcine
tissue can be made available as needed. Human tissue produces human proteins
that may have a better therapeutic potential than porcine tissue that produces
somewhat different proteins. In treating some diseases, these differences may be
significant.

The Company, through its license agreement with Yeda, intends to market and sell
tissue transplantation products developed by Yeda and Prof Reisner. The Company
believes that the use of early organ-committed tissues may be appropriate for

                                       1
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treating many serious diseases. The Company believes initial targets include
hemophilia and other liver-related genetic deficiencies, diabetes, end-stage
renal failure and liver cirrhosis. The Company, through its license agreement
with Yeda, intends to provide a solution for patients waiting for transplant
organs that will reduce the need for long term use of immunosuppressive drugs
and involves minimally invasive surgical procedures that are normally associated
with transplants. Further, the Company believes that these advantages will
result in savings in healthcare expense as kidney patients will not require
years of expensive dialysis treatment while waiting for an appropriate
transplant organ, tissue matching will be unnecessary, surgery and hospital
costs will be cut significantly and the long term use of expensive
immunosuppressive drugs will be reduced. The Company understands there are
numerous regulatory approvals that will be needed before the above can be put
into place.


Plan of Operation
-----------------

The Company has licensed the organ-specific precursor tissue technology from the
Weizmann Institute and entered an agreement to sponsor research in Prof.
Reisner's laboratory for three years. Prof. Reisner's team is continuing the
development of applications employing kidney precursor tissue and it has begun
work on liver, pancreas, heart muscle and nerve precursor tissues. Prof. Reisner
plans to begin experiments implanting kidney precursor tissues harvested from
human and pig embryos into pigs and monkeys. This will allow scientists to
monitor the growth of precursor tissues in a large animal, to develop
appropriate surgical techniques, to optimize the amount of tissue transplanted
and to determine the most suitable use of immunosuppressive drugs. The Company
will initially seek approval through pre-clinical development in Israel and/or
Europe.

The License
-----------

On October 8, 2003, the Company entered into the Research Agreement with Yeda
whereby the Company received a license from Yeda to market and sell the organ
transplantation technology developed by at the Weizmann Institute of Science,
under the supervision of Professor Yair Reisner of the Department of Immunology.
The License granted to the Company shall expire at the later of the following:

         o        the expiration of the patents in the country of sale; or
         o        15 years from the date of receipt of FDA New Drug Approval (in
                  the United States),  or the equivalent in any other country in
                  which the products are sold.

The Company has agreed, within 120 days of the date of signature of the Research
Agreement, to issue to Yeda:

         o        a warrant,  exercisable  at an aggregate  exercise price of US
                  $900 to  purchase  up to 2.23% of the issued  and  outstanding
                  shares of common  stock of the Company  immediately  following
                  the exercise of such warrant; and
         o        a warrant,  exercisable  at an aggregate  exercise price of US
                  $1,100 to purchase  up to 2.67% of the issued and  outstanding
                  shares of the Company  immediately  following  the exercise of
                  such warrant.

However, the maximum number of shares of common stock that Yeda may exercise
under the warrants shall be 771,713 and 923,979, respectively (in each case as
such number of shares of common stock shall be appropriately adjusted in the
event of stock splits, stock dividends, capital reorganizations,
reclassifications, recapitalizations and the like as well as issuances or sales
by the Company of shares for par value only, for consideration less than par
value and for no consideration, all in accordance with the terms and conditions
of said warrant, which shall be satisfactory to Yeda and to the Company). Each
such warrant shall be exercisable for a period beginning one year after the date
of signature of the Research Agreement and ending at the later of the following

         o        one year following the termination of the Research  Agreement;
                  and
         o        ten  years  after  the  date  of  signature  of  the  Research
                  Agreement  and to have such further  terms and  conditions  as
                  shall be satisfactory to Yeda and the Company.

The Company also undertakes to pay to Yeda the following:

         o        with  regard  to  the  first  year  of  the  research   period
                  (commencing  on April 9,  2003),  the amount of US $450,000 of
                  which a non-refundable installment of US $225,000 shall be due
                  and   payable  on   October  9,  2003  and  a   non-refundable
                  installment of US $225,000 shall be due and payable on January
                  9, 2004; and
         o        with regard to the second and third years of the research
                  period, respectively, an amount which shall be not less than
                  US $900,000 and not more than US $1,000,000 per year to be
                  determined by mutual agreement of the parties no later than 30
                  days prior to the commencement of the relevant year, in four
                  equal three monthly non-refundable installments, payable in
                  advance at the beginning of each three month period during
                  such year.

If the parties fail to reach agreement within the time frame referred to above
regarding the amount of the research budget payable for the second or third year
of the research period, then the research budget for such year shall be US
$900,000 and Yeda shall procure the performance of research for such reduced
amount.

The Company has also agreed that within one year from the date of the Research
Agreement, the Company will submit a development program to Yeda for its

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approval. The Company further undertakes to use its best efforts to market and
sell the licensed products. The Company also agreed to pay Yeda a license fee of

         o        $50,000 per year;
         o        4% of net sales of all products using the licensed technology;
         o        33% of all sublicense fees for all agreements entered into
                  within one year of the Agreement; and o 16% of all sublicense
                  fees for all agreements entered into after such one year
                  period.

Industry
--------

There are numerous companies developing drugs or devices to slow down or halt
the progression of kidney and liver disease, to treat diabetes and to care for
genetic diseases. These companies are developing traditional chemical compounds,
new biological drugs, cloned human proteins and other treatments, which are
likely to impact the markets which the Company is targeting.

There are a number of companies developing cell therapies. Among them, there are
those that are using genetically-engineered, non genetically-engineered cells,
fetal cells, adult cells, progenitor cells, mature cells, human cells and
non-human cells. The Company is aware of two companies that have been involved
in fetal porcine cell transplant. Alexion Pharmaceuticals was developing fetal
porcine cell treatments. Alexion's annual report states that is looking for a
corporate partner and is no longer investing in their cell therapy program.
Diacrin, Inc. was active in developing fetal porcine cell therapies for liver
and cardiac applications. Diacrin had begun phase I studies for a number of
applications. It showed positive phase I results for a Parkinson's disease
therapy but failed to show convincing phase II results. In April, Diacrin
announced its intention to merge with GenVec, Inc. and it is not clear which, if
any, of the porcine cell therapies will be continued.

There are a number of companies using adult stem cells or adult precursor cells.
These companies must first isolate the adult stem cells from surrounding tissue
and then grow them in culture in order to arrive at the number of cells required
for therapeutic use. Growing adult stem cells generally requires the extensive
use of growth factors or genetic engineering techniques. Some of these companies
have had moderate success developing cell therapies (e.g. Genzyme's Carticel for
knee cartilage repair) although they have not yet been able to engineer a
functional organ structure.

Dr. Marc Hammerman at the Washington University in St. Louis has been active in
developing kidney disease therapies based on transplanted embryonic
kidney-precursor cells. A British company, Intercytex Ltd., has licensed this
technology and is sponsoring research in Dr. Hammerman's laboratory.
Cytorganic's management is aware of one U.S. patent (#5,976,524 ) and two U.S.
patent applications (#20020164571 and #20030086909) relating to Dr. Hammerman's
research but does believe these would restrict the Company's freedom to operate.

Bit Error Rate Tester

Product Description
-------------------

The Company has a licensed product line consisting of high-tech instruments that
are used to test the integrity and reliability of the communications channel
used to transfer data from one source to another. Specifically, the instruments
test the bit error rate in a stream of data between to points. This helps
customers better monitor the performance of their digital communications
equipment. The Company's products can allow customers keep their production
lines running and maintain the quality of their products, which may be adversely
affected by improperly functioning production equipment. The Company's products
can also help customers in the development if high-tech equipment used in
communications systems.

The bit error rate tester software resides on a single printed circuit board
that can be easily installed any personal computer. The licensed product line
consists of bit error rate testers capable of testing at speeds up to 40
Megabits per second. Models can be configured as laboratory, rack mount and
portable versions.

The License
-----------

On May 31, 2000, the Company acquired from Reach Technologies Inc. ("Reach") the
rights to distribute the Reach bit error rate tester product line for the
purpose of selling the product in the marketplace. The Company paid $10,000 for
the license. Subsequently, the Company paid $30,000 in the form of notes payable
to amend its license agreement with Reach to become a world wide exclusive
licensee. However, in 2003, the license agreement was again amended and the
Company no longer holds the exclusive, worldwide right to selling Reach's
product. The license agreement may be renewed by mutual agreement between the
Company and Reach for additional three-year periods. The agreement may be
terminated immediately by the Company at any time upon notice to Reach, and by
Reach Technologies Inc. for any cause, which includes the bankruptcy or
insolvency of the Company or the conviction of the Company or its officers or
directors, of any crime involving moral turpitude.

                                       3
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On June 12, 2003, the Company negotiated an extension of the license agreement
with Reach Technologies Inc. for an additional one-year period. The Company
agreed to pay $3,000 in the form of a note payable to Reach due May 31, 2004.
The amended license agreement will expire on May 31, 2004 and may be renewed by
mutual agreement at that time. Concurrent with the license extension, the
Company successfully renegotiated the repayment date of its remaining note
payable with Reach of $7,299 to May 31, 2004.

Effective September 4, 2003, Lance Rudelsheim, the Company's former officer,
director and majority shareholder, closed on a share purchase agreement with
certain buyers pursuant to which the buyers, purchased 5,000,000 shares of the
then outstanding 6,000,000 shares of common stock of the Company for an
aggregate purchase price paid to the individual Seller of $10,000. In connection
with the consummation of the transaction, Lance Rudelsheim resigned as President
and sole director of the Company and appointed Mr. Robert G. Pico as the new
sole director of the Company and as the Company's Chief Executive Officer. Also,
in connection with the transaction, the Company's principal executive offices
were moved the office of one of the Company's shareholders at: "Toyota Towers"
65 Igal Alon St. - Aviv 67443 Israel. In connection with the transaction, the
Company entered into an amended license agreement with Reach wherbey the parties
agreed that, in exchange for the forgiveness of the remaining promissory note of
$10,299 and all accrued interest (approximately but not limited to $2,400) owed
by the Company to Reach, the Company agreed to convert its license to sell bit
error rate testers from an exclusive license to a worldwide, non-exclusive
license.

Background to the Development of the Product
--------------------------------------------

Reach Technologies Inc. began operations in 1993 with the development of several
products including its bit error rate tester product line. Reach 's head office
is located in Victoria, Canada with its development and assembly facilities
located in Vancouver, Canada. Reach uses personal computers as the product
platform and manufactured components are contracted out. Reach's manufacturing
requirements are only a small (less than 1%) percentage of its contractors'
capacity and therefore its capacity to produce product is not limited by
internal conditions. Reach Technologies Inc. only manufacturing role is in
assembling all its final products from parts purchased from suppliers and
manufactured by its subcontractors.

The bit error rate testers were researched and developed primarily by Glenn
Jones and Jeff Dillabough, both are hardware and system development engineers
with 16 years experience. During development the bit error rate testers were
initially tested internally by Reach and then field tested by some of its
customers.

The bit error rate testers are used in satellite ground station development and
operations, testing the quality of products on assembly lines and communication
systems testing. These products, sold by the Company, provide low cost portable
bit error rate testing to the satellite and communications industries. The
products do this by relying on high performance personal computers, custom
hardware developments and innovative ways to provide real-time data handling
capabilities to the non real-time Microsoft Windows 98 environment and in the
Windows NT environment.

The technology behind the products was developed internally by Reach and has not
been published or patented. The technology was developed when Reach realized
that many bit error rate tester products were based largely on custom internally
developed hardware and software that did not use commercially
available-off-the-shelf parts. Reach manufactures a competitive line of products
for lower development and production costs through the use of inexpensive
computer parts. The Company feels that licensed product line has an advantage
over competitors like SyntheSys Research, Inc. and Acterna Corporation that
incur high development and manufacturing costs. By utilizing commercially
available-off-the-shelf parts, the product line was able to gain a competitive
edge against long established competitors in the industry. All the bit error
rate testers share the same system (hardware and software) architecture.

About the Product
-----------------

The Company believes its competitive advantage over similar products are its
relatively low price and its use of commercially available off the shelf parts
that are easily replaced when worn out and covered by reputable manufactures
warranties. The largest impact of the tester product is that it replaces the
more common stand-alone bit error rate tester units offered by competitors in
the market place with a single printed circuit board card and a software package
that can be installed in a standard personal computer. This reduces the cost and
increases the flexibility of the product. Other technical advantages include the
ability to integrate multiple testers into a single personal computer and the
ability to collect and correlate statistics between the testers.

The bit error rate testers feature a design that supports the generation,
manipulation, and analysis of data. Features, like scheduled operation and
flexible input/output make the bit error rate tester ideal for operational data
collection systems and for system development. The bit error rate tester is
based on the standard Intel personal computer platform running either Windows 98
or Windows NT.

The tester also supports end user programmability through its optional software
development kit. This allows the user direct control over the tester hardware
and the ability to integrate the tester into their specific testing
applications. In order to support this end-user programmability the tester
hardware has a well-defined software interface. The interface uses the Microsoft

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Active-X component model, that provides an easy to use, and easy to support
software interface, with the added benefit of being compatible with almost all
the major visual programming languages available today.

Industry
--------

The Company is currently aware several products that compete directly in the bit
error rate tester market. In addition to providing a stand-alone turnkey
product, the Company also provides its product in the form of a printed circuit
board that can be installed in any personal computer. It is possible that
another company could bundle its product with a standard PC platform running
Windows to implement the bit error rate tester to compete directly with the
Company's product. The Company may have to compete with such companies in the
future. The Company does not yet know whether the sale of the product will
result in profitability.

Employees
---------

The Company currently has no employees. The Company is currently managed by
Robert G. Pico its only officer and director. The Company currently uses
consultants, attorneys and accountants as necessary. If the Company hires
employees; a portion of any employee compensation likely would include the right
to acquire stock in the Company, which would dilute the ownership interest of
holders of existing shares of the Company's common stock.

ITEM 2. DESCRIPTION OF PROPERTY

The Company is headquartered at Toyota Towers, 65 Yigal alon St., Tel Aviv 67443
Israel where it occupies office space rent-free. The Company believes that this
facility is generally suitable and adequate to accommodate its current
operations and that such facility is adequately insured.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm the Company's business. The
Company is currently not aware of nor has any knowledge of any such legal
proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse affect on our business, financial condition or
operating results.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the year ended 2003, the Company did not submit any matters to a vote of
security holders through the solicitation of proxies or otherwise. Directors are
elected for one-year terms at the annual shareholders' meeting. Officers hold
their positions at the pleasure of the board of directors. No employment
agreements currently exist or are being contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer is to be selected as a director
or officer.

                                       5
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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a) Market Information

The Company's common stock is currently traded on the Over The Counter Bulletin
Board under the symbol "BRTL". The Company's common stock began trading on
August 27, 2002.

The table below sets forth the high and low sales prices for the Company's
common stock for the relevant calendar quarters of 2002 and 2003. The quotations
below reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions:

------------------ ----------------------------- ----------- --------------
Year               Quarter                       High        Low
------------------ ----------------------------- ----------- --------------
2002               Third                         $0.51       $0.05
------------------ ----------------------------- ----------- --------------
2002               Fourth                        $0.85       $0.15
------------------ ----------------------------- ----------- --------------
2003               First                         $1.42       $0.67
------------------ ----------------------------- ----------- --------------
2003               Second                        $1.34       $1.25
------------------ ----------------------------- ----------- --------------
2003               Third                         $1.25       $1.25
------------------ ----------------------------- ----------- --------------
2003               Fourth (through October 28,   $1.25       $0.98
                   2003)
------------------ ----------------------------- ----------- --------------

b) Holders

As of October 28, 2003, there were approximately 61 shareholders of record
holding a total of 6,012,000 shares of common stock. The holders of the Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of shareholders. Holders of the common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.

c) Dividends

There have been no dividends declared since the inception of the Company and
there are no restrictions on the ability to pay dividends on common equity or
that are likely to do so in the future. The payment of dividends is within the
discretion of the Board of Directors and will depend on the Company's earnings,
capital requirements, financial condition, and other relevant factors. There are
no restrictions that currently limit the Company's ability to pay dividends on
its Common Stock other than those generally imposed by applicable state law.

d) Recent Sales Of Unregistered Securities

None.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, CHANGES IN
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This annual report on Form 10-KSB contains forward-looking statements, which are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "intends", "expects",
"plans", "anticipates", "believes", "estimated", "predicts", "potential", or
"continue" or the negative of such terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties, and other factors that may cause the Company's actual results,
levels of activity, performance, or achievements to be materially different from
any future results, levels of activity, performance, or achievements expressed
or implied by such forward-looking statements. These factors include, among
other things, those discussed in this annual report on Form 10-KSB and in the
Company's other filings with the SEC. Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable,
forward-looking statements are inherently uncertain, and the Company cannot
guarantee future results, levels of activity, performance, or achievements. The
Company is under no duty to update any of the forward-looking statements in this
annual report on Form 10-KSB to conform forward-looking statements to actual
results. All forward-looking statements should be considered in light of these
risks and uncertainties.

                                       6
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Overview
--------

The Company was incorporated under the laws of the State of Washington on May
31, 2000. The Company sells a bit error rate tester, which is used to test the
integrity and reliability of communications channels used to transfer data from
one source to another. The Company has sold the bit error rate testers in the
United States, China, England, Singapore, Sweden, and Taiwan. In addition, the
Company has also recently entered into a research and development agreement with
a research facility that is developing transplantation organ technology. The
Research Agreement with Yeda is located in Rehovot, Israel, provides the Company
with a worldwide, exclusive license from Yeda to market and sell Yeda's tissue
transplant technologies.


Significant Transactions and Events

Extension of License Agreement
------------------------------

On June 12, 2003, the Company negotiated an extension of the license agreement
with Reach Technologies Inc. for an additional one-year period. The Company
agreed to pay $3,000 in the form of a note payable to Reach Technologies Inc.
due May 31, 2004. The amended license agreement will expire on May 31, 2004 and
may be renewed by mutual agreement at that time. Concurrent with the license
extension, the Company successfully renegotiated the repayment date of its
remaining note payable with Reach Technologies Inc. of $7,299 to May 31, 2004

Change in Ownership and Amendment of License Agreement
------------------------------------------------------

Effective September 4, 2003, Lance Rudelsheim, the Company's former officer,
director and majority shareholder, closed on a share purchase agreement with
certain buyers pursuant to which the buyers, purchased 5,000,000 shares of the
then outstanding 6,000,000 shares of common stock of the Company for an
aggregate purchase price paid to the individual Seller of $10,000. In connection
with the consummation of the transaction, Lance Rudelsheim resigned as President
and sole director of the Company and appointed Mr. Robert G. Pico as the new
sole director of the Company and as the Company's Chief Executive Officer. Also,
in connection with the transaction, the Company's principal executive offices
were moved the office of one of the Company's shareholders at: "Toyota Towers"
65 Igal Alon St. -Aviv 67443 Israel. In connection with the transaction, the
Company entered into an amended license agreement with Reach Technologies, Inc.
The parties agreed that, in exchange for the forgiveness of the remaining
promissory note of $10,299 and all accrued interest (approximately but not
limited to $2,400) owed by the Company to Reach, the Company agreed to convert
its license to sell bit error rate testers from an exclusive license to a
worldwide non-exclusive license.

Research Agreement
------------------

On October 8, 2003 the Company entered into a Research and License Agreement
(the "Research Agreement") with Yeda Research and Development Company Limited
located in Rehovot, Israel. The agreement relates to the rights of Bert Logic,
Inc. (the "Company") to have the license from Yeda related to research conducted
and to be conducted at the Weizmann Institute of Science, under the supervision
of Professor Yair Reisner of the Department of Immunology, and relates to an
invention comprising methods of organ transplantation utilizing developing
nephric tissue. The License granted to the Company shall expire at the later of
the following:

         o        the expiration of the patents in the country of sale; or
         o        15 years from the date of receipt of FDA New Drug Approval (in
                  the United States), or the equivalent in any other country in
                  which the products are sold.

The Company has agreed, within 120 days of the date of signature of the Research
Agreement, to issue to Yeda:

         o        a warrant, exercisable at an aggregate exercise price of US
                  $900 to purchase up to 2.23% of the issued and outstanding
                  shares of common stock of the Company immediately following
                  the exercise of such warrant; and
         o        a warrant, exercisable at an aggregate exercise price of US
                  $1,100 to purchase up to 2.67% of the issued and outstanding
                  shares of the Company immediately following the exercise of
                  such warrant.

However, the maximum number of shares of common stock that Yeda may exercise
under the warrants shall be 771,713 and 923,979, respectively (in each case as
such number of shares of common stock shall be appropriately adjusted in the
event of stock splits, stock dividends, capital reorganizations,
reclassifications, recapitalizations and the like as well as issuances or sales
by the Company of shares for par value only, for consideration less than par
value and for no consideration, all in accordance with the terms and conditions
of said warrant, which shall be satisfactory to Yeda and to the Company). The
share amounts described above are prior to, and will be adjusted to reflect, the
three for one forward split described below. Each such warrant shall be
exercisable for a period beginning one year after the date of signature of the
Research Agreement and ending at the later of the following

         o        one year following the termination of the Research Agreement;
                  and
         o        ten years after the date of signature of the Research
                  Agreement and to have such further terms and conditions as
                  shall be satisfactory to Yeda and the Company.

                                       7
<PAGE>

The Company also undertakes to pay to Yeda the following:

         o        with regard to the first year of the research period
                  (commencing on April 9, 2003), the amount of US $450,000 of
                  which a non-refundable installment of US $225,000 shall be due
                  and payable on October 9, 2003 and a non-refundable
                  installment of US $225,000 shall be due and payable on January
                  9, 2004; and
         o        with regard to the second and third years of the research
                  period, respectively, an amount which shall be not less than
                  US $900,000 and not more than US $1,000,000 per year to be
                  determined by mutual agreement of the parties no later than 30
                  days prior to the commencement of the relevant year, in four
                  equal three monthly non-refundable installments, payable in
                  advance at the beginning of each three month period during
                  such year.

If the parties fail to reach agreement within the time frame referred to above
regarding the amount of the research budget payable for the second or third year
of the research period (as the case may be), then the research budget for such
year shall be US $900,000 and Yeda shall procure the performance of research for
such reduced amount.

The Company has also agreed that within one year from the date of the Research
Agreement, the Company will submit a development program to Yeda for its
approval. The Company further undertakes to use its best efforts to
commercialize the licensed products. The Company also agreed to pay Yeda a
license fee of

         o        $50,000 per year;
         o        4% of net sales of all products using the licensed technology;
         o        33% of all sublicense fees for all agreements entered into
                  within one year of the Agreement; and o 16% of all sublicense
                  fees for all agreements entered into after such one year
                  period.

Results of Operations

Fiscal Year ended July 31, 2003 Compared to the Fiscal Year ended July 31, 2002

Revenues
--------

            Revenues were $21,250 and $90,791 for the years ended July 31, 2003
and 2002, respectively. The primary reason for the decrease in revenues
comparing 2003 to 2002 is attributable to a decrease in demand for the Company's
technology products (bit error rate testers).

Cost of Goods Sold
------------------

         Cost of Goods Sold were $10,050 and $45,275 for the years ended July
31, 2003 and 2002, respectively. The primary reason for the decrease in the cost
of goods sold comparing 2003 to 2002 is attributable to the decrease in sales.
Also, gross margin was consistent at 53% and 50%, respectively.

Operating expenses
------------------

         Operating expenses decreased from $84,297 for the year ended July 31,
2002 to $42,044 for the year ended 2003. The Company's operating expenses
primarily decreased as a result of decreases in consulting fees of $20,000,
marketing fees of $13,000 and professional fees of $10,387. The decrease in
operating expenses was directly related to the large decrease in revenues
compared to the prior year. We expect operating expenses to increase in the near
future as we start to market the organ transplantation business .

Net loss from operations
------------------------

         The Company incurred a net loss of approximately $30,844 from
operations for the year ended July 31, 2003, as compared to a net loss $38,781
for the period ended July 31, 2002. The decrease was due to a reduced level of
operating expenses resulting from the decrease in revenues compared to the prior
year.

Liquidity and capital resources

         The Company's cash and cash equivalents were $5,353 as of July 31,
2003, a decrease of $1,434 from the end of fiscal year 2002. The decrease of
cash was influenced by the repayment of a note payable. The Company has a
working capital deficiency of $9,882 as of July 31, 2003 compared to $9,557 as
of July 31, 2002. As a result of this weak financial position, management is not
certain there will be sufficient funds to meet the Company's currently projected
working capital requirements and other cash requirements for the next 12 months.

                                       8
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Reference is made to the Financial Statements of the Company, beginning with the
index thereto on page F-1.

ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

On October 17, 2001, the Company dismissed James Stafford Chartered Accountants,
its independent auditors, who served as its independent auditor since its
inception and engaged Manning Elliott Chartered Accountants. The Company made
the change because James Stafford Chartered Accountants was prepared to conduct
its audit of the Company's March 31, 2001 financial statements in accordance
with US Generally Accepted Auditing Standards but was only prepared to render
its opinion on the financial statements prepared in accordance with Canadian
Generally Accepted Accounting Principles. The Company engaged Manning Elliott
Chartered Accountants to conduct the audit of its July 31, 2001 financial
statements. James Stafford Chartered Accountants issued an unqualified opinion
on the Company's first fiscal year ended July 31, 2000 financial statements. The
decision to change accountants was recommended and approved by the Company's
board of directors. The Company and James Stafford Chartered Accountants have
never had a disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure and the required
Exhibit 16.1 Agreement of former accountant with respect to Statements made in
the Form 8-K as required by Item 304 of regulation S-K of the Securities and
Exchange Act was filed on October 19, 2001. The Company has not had any dispute
with Manning Elliott Chartered Accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

Item 8A. Controls and Procedures

Evaluation of disclosure controls and procedures
------------------------------------------------

         Within the 90 days prior to the filing date of this report, we carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Securities Exchange Act Rule
13a-14. This evaluation was done under the supervision and with the
participation of our Principal Executive Officer and Principal Financial
Officer. Based upon that evaluation, they concluded that our disclosure controls
and procedures are effective in gathering, analyzing and disclosing information
needed to satisfy our disclosure obligations under the Securities Exchange Act.

Changes in internal controls
----------------------------

         There were no significant changes in our internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.

                                       9
<PAGE>



PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company's directors hold office until the annual meeting of shareholders
next held after their election. The officers and directors of the Company as of
October 28, 2003 are as follows:

--------------------------- ------------ -------------------------------------
                    Name         Age                      Position
--------------------------- ------------ -------------------------------------
Robert G. Pico              58           Director and Chief Executive Officer
--------------------------- ------------ -------------------------------------
Dr. Viki Gora Rabenou       43           Director of Tissera Israel Ltd.
--------------------------- ------------ -------------------------------------

Mr. Pico, since joining TranSwith Corporation in 1989, has held several top
management positions at TranSwitch, a publicly traded Nasdaq corporation,
including director of business operations, vice president of sales and vice
president of business development. Mr. Pico is currently the vice president of
business development at TranSwitch Corporation. Mr. Pico sits on the board of
IC4IC , TeraOP, SOSI and is an advisor for Accordion Networks and Optix
Networks. In 1966, Mr. Pico received a BSEE from the University of Hartford, in
1972 he received an MS in Physics from Trinity College and in 1981 he completed
all the course work for an MBA from the University of Hartford.

Dr. Viki Gora Rabenou serves as the Director of Tissera Israel Ltd., a
wholly-owned subsidiary of the Company. Since 2001, Dr. Rabenou has served as a
director, President and CEO of Biomedical Incubator Rad-Ramot a biomedical
company located in Israel. From 1999 to 2000, Dr. Rabenou served as the founder
and CEO of SearchLINC Inc., where she developed and marketed a videoconferencing
network for human resource applications. From 1994 to 1999, Dr. Rabenou was the
co-founder and a director of VCON Ltd. a video conferencing company. Dr. Rabenou
graduated in 1990 from Hadassah Medical School in Jerusalem where she studied
obstetrics and gynecology. In addition, Dr. Rabenou also received a M.Sc. in
immunology and a B.Sc. in biology and animal studies from Hebrew University.

Code of Ethics

The Company adopted a Code of Ethics for its officers, directors and employees.
A copy of the Code of Ethics is attached hereto as an exhibit.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more then 10 percent of
the Company's Common Stock, to file with the SEC the initial reports of
ownership and reports of changes in ownership of common stock. Officers,
directors and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

Specific due dates for such reports have been established by the Commission and
the Company is required to disclose any failure to file reports by such dates
during fiscal 2003. Based solely on its review of the copies of such reports
received by it, or written representations from certain reporting persons that
no Forms 5 were required for such persons, the Company believes that during the
fiscal year ended July 31, 2003, there was no failure to comply with Section
16(a) filing requirements applicable to its officers, directors and ten percent
stockholders.

ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the years 2001, 2002 and
2003 concerning cash and noncash compensation paid or accrued by the Company to
or on behalf of the president and the only other employee(s) to receive
compensation in excess of $100,000.

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                  SUMMARY COMPENSATION TABLE

                                                      Long Term Compensation
                                               ----------------------------------
                      Annual Compensation            Awards              Payouts
                    -------------------------------------------------------------
                                      Other                 Securities
                                      Annual   Restricted     Under-
Name and                             compen-      Stock        lying       LTIP     All Other
Principal           Salary   Bonus    sation     Awards      Options/    Payouts     Compen-
Position      Year    ($)     ($)      ($)         ($)       SARs (#)      ($)     sation ($)
----------------------------------------------------------------------------------------------
<S>           <C>         <C>     <C>       <C>         <C>          <C>        <C>  <C>
Lance         2001        -       -         -            -            -         -  $   12,000*
Rudelsheim    2002        -       -         -            -            -         -  $   12,000*
              2003        -       -         -            -            -         -  $   12,000*
President,
Secretary,
and Director**
</TABLE>

* This is a non cash item and accounted for as donated capital in the financial
statements ** Mr. Rudelsheim resigned as President, Secretary and Director on
September 18, 2003.

Compensation of Directors

There is no plan in place at this time for the Company's directors to be
compensated.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the stock of the Company as of October 28, 2003, by each
shareholder who is known by the Company to beneficially own more than 5% of the
outstanding common stock, by each director, and by all executive officers and
directors as a group.

<TABLE>
<CAPTION>
----------------------------------- --------------------------------- -------------------------------- ---------------------------
                                     Name and Address of Beneficial
          Title of Class                         Owner                      Amount of Shares(2)              Percent of Class(2)
----------------------------------- --------------------------------- -------------------------------- ---------------------------
<S>                                 <C>                               <C>                             <C>
Common Stock                        Robert G. Pico                    -0-                              0.00%
                                    3 Field Drive
                                    Woodbridge, CT 06525

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        All officers and directors as a   -0-                              0.00%
                                    group
----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Efraim Sagi                       293,000(1)                       4.87%(1)
                                    11 Balaban St.
                                    Holon 58802 Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Ariel Malik                       283,000(1)                       4.71%(1)
                                    20 Yoshpe St.
                                    Hod Hasharon
                                    45055 Israel
----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Sara Allalouf                     264,200(1)                       4.39%(1)
                                    6 Hadassa St
                                    Tel Aviv 64513 Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Ori Ackerman                      450,000(1)                       7.49%(1)
                                    Moshav Rakefet
                                    Doar Na Misgav
                                    20175, Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Yaron Sagie                       580,000(1)                       9.65%(1)
                                    9B Haalia Hashnia st.
                                    Ramat Gan, Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Shoshana Stolero                  570,000(1)                       9.48%(1)
                                    7 Freishman St Holon
                                    58532, Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Gal Sagi                          550,000(1)                       9.15%(1)
                                    c/o Abramovich, Yosef, Hakim
                                    "Toyota Towers"
                                    65  Igal  Alon St. Tel-Aviv
                                    67443 Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Notzgan Orgal                     290,000(1)                       4.82%(1)
                                    26 Hachashmonaim St.
                                    Pardes Hana, Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Sharon Loar                       540,000(1)                       8.98%(1)
                                    27 Alexander Penn
                                    Tel Aviv, Israel 69641

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Yacov Livne                       570,000(1)                       9.48%(1)
                                    8 Hachavazelet Street
                                    Petach Tikva, Israel

----------------------------------- --------------------------------- -------------------------------- ---------------------------
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
----------------------------------- --------------------------------- -------------------------------- ---------------------------
<S>                                 <C>                               <C>                              <C>
Common Stock                        Yoram Allalouf                    360,000(1)                       5.99%(1)
                                    26 Belize Square
                                    London, NW34HU UK

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Yael Zucker                       580,000(1)                       9.65%(1)
                                    28 Belize Park
                                    London NW34DX UK

----------------------------------- --------------------------------- -------------------------------- ---------------------------
Common Stock                        Avi Abramovich Trust Company      153,200(1)                       2.55%(1)
                                    Ltd.
                                    65 Yigal alon St.
                                    Tel Aviv 67443  Israel
----------------------------------- --------------------------------- -------------------------------- ---------------------------
</TABLE>

(1) Is considered to be a member of a group (the "Group") within the meaning of
Section 13(d)(3) of the Securities Exchange Act, which such group, pursuant to
various stock purchase agreements, acquired an aggregate of 5,483,400 shares of
the Company or 91.21% of the outstanding shares of the Company. The members of
the Group have not entered into any agreement relating to the acquisition,
disposition or voting of such shares.

(2) Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of this table, a person or
group of persons is deemed to have "beneficial ownership" of any shares which
such person has the right to acquire within 60 days after October 28, 2003. For
purposes of computing the percentage of outstanding shares held by each person
or group of persons named above on October 28, 2003 any security which such
person or group of persons has the right to acquire within 60 days after such
date is deemed to be outstanding for the purpose of computing the percentage
ownership for such person or persons, but is not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director of the
Company, and no owner of five percent or more of the Company's outstanding
shares or any member of their immediate family has entered into or proposed any
transaction in which the amount involved exceeds $60,000.

Other than the $12,000 recorded each year as consulting fees and returned to the
Company in the form of donated capital and the 5,000,000 shares issued to Mr.
Rudelsheim in exchange for $10,000 upon inception of the Company, there has been
nothing of value (including money, property, contracts, options, or rights of
any kind) received or to be received by Mr. Rudelsheim, directly or indirectly,
from the Company. The Company has not received any other assets, services or
other consideration as a result. The Company arbitrarily determined the price of
the shares issued to Mr. Rudelsheim.

                                       12


<PAGE>



ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

1. Exhibits


<TABLE>
<CAPTION>

Exhibit   Page  Description
No.       No.
-------------------------------------------------------------------------------------------------
<S>        <C>  <C>
3(a)(i)     *   Articles Of Incorporation of BERT Logic Inc. (Incorporated by
                reference filed with the Company's Form SB-2 on November 14,
                2000 ).
-------------------------------------------------------------------------------------------------
3(a)(ii)    *   By-laws of BERT Logic Inc.
-------------------------------------------------------------------------------------------------
4           *   Specimen Share of Common Stock
-------------------------------------------------------------------------------------------------
10.1        *   Agreement Between BERT Logic Inc. and Reach Technologies Inc Dated May
                31, 2000 for the right to distribute the Reach Technologies Inc. licensed product
                line.
-------------------------------------------------------------------------------------------------
10.2        **  Agreement Between BERT Logic Inc. And Reach Technologies Inc Dated May
                11, 2001 amending the Licensing Agreement with Reach Technologies, Inc.
                dated May 31, 2000 as it pertains to new territory
-------------------------------------------------------------------------------------------------
10.3        ****Agreement Between BERT Logic Inc. And Reach Technologies Inc Dated May
                31, 2003 amending the Licensing Agreement with Reach Technologies, Inc.
                dated May 31, 2000
-------------------------------------------------------------------------------------------------
10.4        *****Agreement Between BERT Logic Inc. And Reach Technologies Inc Dated September 4,
                2003 amending the Licensing Agreement with Reach Technologies, Inc.
                dated May 31, 2000
-------------------------------------------------------------------------------------------------
10.5        ******Research and License Agreement between Yeda Research and Development Company
                Limited and Bert Logic Inc.
-------------------------------------------------------------------------------------------------
14.1            Code of Ethics
-------------------------------------------------------------------------------------------------

16.1        *** Letter on change in certifying accountant.
-------------------------------------------------------------------------------------------------
31.1            Certification of the Chief Executive Officer of BERT Logic, Inc. pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002
-------------------------------------------------------------------------------------------------
31.2            Certification of the Chief Financial Officer of BERT Logic, Inc. pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002
-------------------------------------------------------------------------------------------------
32.1            Certification of the Chief Executive Officer of BERT Logic, Inc. pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002
-------------------------------------------------------------------------------------------------
32.1            Certification of the Chief Financial Officer of BERT Logic, Inc. pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

*Incorporated by reference filed with the Form SB-2 filed with the Securities
and Exchange Commission on November 14, 2000.

**Incorporated by filed with the Company's Form 10-KSB filed with the Securities
and Exchange Commission on March 15, 2001.

***Incorporated by reference filed with Company's Form 8-K filed with the
Securities and Exchange Commission on October 19, 2001.

**** Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on June 16, 2003.

***** Incorporated by
reference to the Company's Form 8-K filed with the Securities and Exchange
Commission on September 8, 2003.

****** Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on October 14, 2003.

                                       13
<PAGE>



2. Reports on Form 8-K:

On June 16, 2003, the Company filed a Form 8-K reporting, under Item 2, an
extension of the license agreement with Reach Technologies, Inc.

On September 4, 2003, the Company filed a Form 8-K reporting, under Item 1, the
sale of 5,000,000 shares of common stock by Lance Rudelsheim to various buyers,
the resignation of Mr. Rudelsheim as a director and officer of the Company, the
appointment of Robert G. Pico as an officer and director of the Company and the
amendment of the license agreement entered Reach Technologies, Inc.

On October 14, 2003, the Company filed a Form 8-K reporting, under Item 5, the
entering into of a Research and License Agreement with Yeda research and
Development Company Limited.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate fees billed by our auditors, for professional services
rendered for the audit of the Company's annual financial statements for the two
years ended July 31, 2003 and 2002 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB during
that fiscal year were $4,000, and $3,700, respectively.

Audit Related Fees. The Company did not engage auditors to provide any other
professional services to the Company during the two fiscal years ended July 31,
2003 and 2002.

All Other Fees. There were no fees billed by auditors for services rendered to
the Company, other than the services covered in "Audit Fees" for the fiscal
years ended July 31, 2003 and 2002.

The Audit Committee has considered whether the provision of non-audit services
is compatible with maintaining the principal accountant's independence.

                                       14
<PAGE>




                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Amendment to Form 10-KSB to be signed on its behalf by
the undersigned, thereunto duly authorized, this 3rd day of November 2003.

                                BERT Logic Inc





                                /s/ Robert G. Pico
                                ---------------------------
                                Name:  Robert G. Pico

                                Title: Chief Executive Officer, Principal
                                Executive Officer, Principal Financial Officer
                                and Director



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature                      Title                   Date
---------                      -----                   ----


/s/ Robert G. Pico       Chief Executive Officer,       November 3, 2003
                         Principal Executive Officer,
                         Principal Financial Officer
                         and Director




                                       14

<PAGE>

BERT Logic Inc.

                                                               Index

Independent Auditors' Report.....................................F-1

Balance Sheets...................................................F-2

Statements of Operations.........................................F-3

Statements of Cash Flows.........................................F-4

Statement of Stockholders' Equity................................F-5

Notes to the Financial Statements................................F-6


<PAGE>


                        [LETTERHEAD OF MANNING ELLIOTT]

                          Independent Auditors' Report

To the Stockholders
BERT Logic Inc.


We have audited the  accompanying  balance  sheets of BERT Logic Inc. as of July
31, 2003 and 2002 and the related statements of operations, stockholders' equity
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the aforementioned  financial statements present fairly, in all
material  respects,  the  financial  position of BERT Logic Inc., as of July 31,
2003 and 2002,  and the  results  of its  operations  and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has suffered  operating losses from inception and has a
working  capital  deficit.  These  factors  raise  substantial  doubt  about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 1. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ "Manning Elliott"


CHARTERED ACCOUNTANTS
Vancouver, Canada

September 16, 2003

<PAGE>

BERT Logic Inc.
Balance Sheets
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                             July 31,         July 31,
                                                                                               2003             2002
                                                                                                 $                $
----------------------------------------------------------------------------------------------------------------------
ASSETS

Current Assets
<S>                                                                                            <C>               <C>
   Cash                                                                                        5,353             6,787
   Accounts receivable                                                                            --               750
   Prepaid expenses                                                                               --               285
----------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                           5,353             7,822
----------------------------------------------------------------------------------------------------------------------

License (Note 3)
   Cost                                                                                       43,000            40,000
   Accumulated amortization                                                                  (40,500)          (21,981)
----------------------------------------------------------------------------------------------------------------------

Net                                                                                            2,500            18,019
----------------------------------------------------------------------------------------------------------------------

Total Assets                                                                                   7,853            25,841
----------------------------------------------------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

   Accounts payable                                                                              750               712
   Accrued liabilities                                                                         4,186             2,768
   Notes payable (Notes 3 and 7)                                                              10,299            13,899
----------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                     15,235            17,379

Shareholder Loan (Notes 4 and 7)                                                               2,442             2,442
----------------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                             17,677            19,821
----------------------------------------------------------------------------------------------------------------------


Contingencies and Commitments (Notes 1 and 3)

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock: 20,000,000 preferred shares authorized with par value $.0001; none
   issued                                                                                         --                --

Common stock: 100,000,000 common shares authorized with par value $.0001; 6,000,000
   issued and outstanding                                                                        600               600

Additional paid in capital                                                                    49,400            49,400

Donated capital (Note 5)                                                                      45,000            30,000
----------------------------------------------------------------------------------------------------------------------
                                                                                              95,000            80,000

Deficit                                                                                     (104,824)          (73,980)
----------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficit)                                                          (9,824)            6,020
----------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                                     7,853            25,841
----------------------------------------------------------------------------------------------------------------------
</TABLE>


(The Accompanying Notes are an Integral Part of these Financial Statements)



                                      F-2
<PAGE>

BERT Logic Inc.
Statements of Operations
(Expressed in U.S. Dollars)

                                                        Years Ended
                                                          July 31
                                                  2003               2002
                                                   $                   $
--------------------------------------------------------------------------

Revenue                                         21,250              90,791

Cost of Goods Sold                              10,050              45,275
--------------------------------------------------------------------------

Gross Margin                                    11,200              45,516
--------------------------------------------------------------------------

Operating Expenses

   Amortization                                 18,519              17,258
   Communication                                 1,438               1,754
   Consulting (Note 5)                          12,000              32,000
   Donated rent (Note 5)                         3,000               3,000
   Interest and bank charges                     1,332               1,143
   Marketing                                        --              13,000
   Professional fees                             5,755              16,142
--------------------------------------------------------------------------

Total Operating Expenses                        42,044              84,297
--------------------------------------------------------------------------

Net Loss for the Year                          (30,844)            (38,781)
--------------------------------------------------------------------------

Net Loss Per Share - Basic                       (0.01)              (0.01)
--------------------------------------------------------------------------

Weighted Average Shares Outstanding          6,000,000           6,000,000
--------------------------------------------------------------------------


(Diluted loss per share has not been presented as the result is anti-dilutive)




                                      F-3
<PAGE>

BERT Logic Inc.
Statement of Cash Flows
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                          Years Ended
                                                                                            July 31
                                                                                     2003            2002
                                                                                       $               $
-----------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
<S>                                                                                <C>              <C>
Net loss                                                                           (30,844)         (38,781)

Adjustments to reconcile net loss to net cash used by operating activities

   Amortization                                                                     18,519           17,258
   Donated consulting services                                                      12,000           12,000
   Donated rent                                                                      3,000            3,000

   Changes in operating assets and liabilities

      Decrease in accounts receivable                                                  750            1,100
      Decrease (increase) in prepaid expenses                                          285             (285)
      Increase (decrease) in accounts payable and accrued liabilities                1,456           (1,108)
-----------------------------------------------------------------------------------------------------------

Net Cash Provided by (Used In) Operating Activities                                  5,166           (6,816)
-----------------------------------------------------------------------------------------------------------

Cash Flows Used In Financing Activities

   Repayment of notes payable                                                       (6,600)         (11,101)
   Repayments to shareholder                                                            --          (12,558)
-----------------------------------------------------------------------------------------------------------

Net Cash Used In Financing Activities                                               (6,600)         (23,659)
-----------------------------------------------------------------------------------------------------------

Decrease In Cash                                                                    (1,434)         (30,475)

Cash, Beginning of Year                                                              6,787           37,262
-----------------------------------------------------------------------------------------------------------

Cash, End of Year                                                                    5,353            6,787
-----------------------------------------------------------------------------------------------------------

Non-Cash Financing Activities

Notes payable issued to purchase license (Note 3)                                    3,000           25,000
-----------------------------------------------------------------------------------------------------------

Supplemental Disclosures

   Interest paid                                                                       935              124
   Income taxes paid                                                                    --               --
-----------------------------------------------------------------------------------------------------------
</TABLE>

(The Accompanying Notes are an Integral Part of these Financial Statements)


                                      F-4
<PAGE>


BERT Logic Inc.
Statement of Stockholders' Equity
(Expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                                                                                           Total
                                                                   Additional                          Stockholders'
                                                                    Paid-in     Donated                   Equity
                                            Shares       Amount     Capital     Capital      Deficit     (Deficit)
                                               #            $          $           $            $            $
-----------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>      <C>         <C>        <C>           <C>
Balance - July 31, 2001                    6,000,000         600      49,400      15,000     (35,199)      29,801

Value of rent donated by a related party          --          --          --       3,000          --        3,000

Value of services donated by a related
party                                             --          --          --      12,000          --       12,000

Net loss for the year                             --          --          --          --     (38,781)     (38,781)
-----------------------------------------------------------------------------------------------------------------

Balance - July 31, 2002                    6,000,000         600      49,400      30,000     (73,980)       6,020

Value of rent donated by a related party          --          --          --       3,000          --        3,000

Value of services donated by a related
party                                             --          --          --      12,000          --       12,000

Net loss for the year                             --          --          --          --     (30,844)     (30,844)
-----------------------------------------------------------------------------------------------------------------
Balance - July 31, 2003                    6,000,000         600      49,400      45,000    (104,824)      (9,824)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

  (The Accompanying Notes are an Integral Part of these Financial Statements)

                                      F-5
<PAGE>

BERT Logic Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)


1.   Nature of Operations and Continuance of Business

     The Company was  incorporated  under the laws of the state of Washington on
     May  31,  2000.  On May 31,  2000  the  Company  entered  into a  licensing
     agreement  with  Reach  Technologies,  Inc.  a  Canadian  Corporation.  The
     agreement  allows the Company to sell a Bit Error Rate Tester  product line
     worldwide.  The product line  consists of technology  instruments  that are
     used to  transfer  data from one source to  another  and test the bit error
     rate in a stream of data.

     The  Company's  principal  business plan is to seek  immediate  earnings by
     exploiting the license agreement with Reach Technologies, Inc.

     The Company  emerged  from being a  development  stage  company  during its
     fiscal year ended July 31, 2002. In a development stage company, management
     devoted  most of its  activities  to  establishing  the  business.  Planned
     principal activities have started producing  significant revenue;  however,
     the  Company has  experienced  start-up  losses to July 31, 2003  totalling
     $104,764  and has a  working  capital  deficiency  as at July  31,  2003 of
     $9,822.

     The Company  completed an SB-2  Registration  Statement  which was declared
     effective by the United States Securities  Exchange Commission on April 30,
     2001 and raised $40,000 and issued 1,000,000 common shares.

     The Company plans to generate  sufficient  cash flow from sales to meet its
     long-term requirements.  Existing cash and cash flow from sales is expected
     to fulfill  future capital  needs;  however,  if sales in the long term are
     insufficient,  the  Company  may need  additional  capital to carry out its
     business  plan. In the event that the Company  requires  more  capital,  no
     commitments  to provide  additional  funds have been made by  management or
     other  shareholders.  Accordingly,  there  can  be no  assurance  that  any
     additional  funds will be  available  on terms  acceptable  to the Company.
     There is substantial doubt regarding the Company's ability to continue as a
     going concern.

     See Note 7 for forgiveness of $12,741 of debt.


2.   Summary of Significant Accounting Principles

     a)   Year End

          The Company's fiscal year-end is July 31.

     b)   Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     c)   Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          generally accepted  accounting  principles 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
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.


                                      F-6
<PAGE>

BERT Logic Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)


2.   Summary of Significant Accounting Principles (continued)

     d)   Revenue Recognition

         The Company  recognizes  revenue  from sales of Bit Error Rate  Testers
         when goods have been shipped and title has passed to the customer.  The
         Company  recognizes  revenue in accordance with Securities and Exchange
         Commission  Staff  Accounting  Bulletin No. 101 ("SAB  101"),  "Revenue
         Recognition in Financial Statements.  " Revenue is recognized only when
         the  price  is  fixed  or  determinable,   persuasive  evidence  of  an
         arrangement  exists,  the service is performed,  and  collectibility is
         reasonably assured.

         The Company follows the guidance pursuant to Emerging Issues Task Force
         (EITF) No. 99-19, "Reporting Revenue Gross as a Principal versus Net as
         an Agent.  "The Company records  revenue on a gross basis  representing
         the amount  that has been  billed to a  customer.  The  Company has the
         risks  and  rewards  of  ownership  including  the  risk  of  loss  for
         collection,  delivery  and  returns.  Also the Company has  latitude in
         establishing  product  pricing above a specific  minimum price and also
         has bears all credit  risk in the event  collection  is not made from a
         customer.

     e)   Comprehensive Income

         Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
         Comprehensive  Income",  establishes  standards  for the  reporting and
         display of  comprehensive  income and its  components  in the financial
         statements.  As at  July  31,  2003,  the  Company  has no  items  that
         represent  comprehensive  income  and,  therefore,  has not  included a
         schedule of comprehensive income in the financial statements.

     f)   Basic and Diluted Net Income (Loss) Per Share

         The Company  computes net income  (loss) per share in  accordance  with
         SFAS No.  128,  "Earnings  per Share"  (SFAS  128).  SFAS 128  requires
         presentation of both basic and diluted  earnings per share (EPS) on the
         face of the income  statement.  Basic EPS is computed  by dividing  net
         income  (loss)  available  to common  shareholders  (numerator)  by the
         weighted average number of shares outstanding  (denominator) during the
         period.  Diluted  EPS gives  effect to all  dilutive  potential  common
         shares outstanding during the period including stock options, using the
         treasury  stock method,  and  convertible  preferred  stock,  using the
         if-converted  method. In computing Diluted EPS, the average stock price
         for the period is used in  determining  the number of shares assumed to
         be purchased  from the exercise of stock  options or warrants.  Diluted
         EPS  excludes  all  dilutive  potential  shares if their effect is anti
         dilutive.

     g)   Long-Lived Assets

         In  accordance  with  Financial  Accounting  Standards  Board  ("FASB")
         Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  144,
         Accounting for the  Impairment or Disposal of Long Lived  Assets",  the
         carrying  value of  intangible  assets and other  long-lived  assets is
         reviewed on a regular basis for the existence of facts or circumstances
         that may suggest impairment.  The Company recognizes an impairment when
         the sum of the expected undiscounted future cash flows is less than the
         carrying amount of the asset.  Impairment  losses, if any, are measured
         as the excess of the  carrying  amount of the asset over its  estimated
         fair value.

     h)   Concentrations

         Financial  instruments consist of cash and equivalents,  notes payable,
         and accounts payable and accrued liabilities.  The fair values of these
         financial  instruments  were  estimated to  approximate  their carrying
         values  due  to  their  immediate  or  short-term  maturity.  Financial
         instruments that potentially  subject the Company to  concentrations of
         credit risk consist primarily of cash that is maintained in a US dollar
         account with a major financial institution in Canada.



                                      F-7
<PAGE>
BERT Logic Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

2.   Summary of Significant Accounting Principles (continued)

     h)  Concentrations (continued)

         The  Company's  products are sold to both the U.S.  government  and the
         private  sector.  Revenues  represented  sales to three  customers with
         sales to the U.S.  Government  of $14,000  or 66% for the  fiscal  year
         ended July 31, 2003.  All three  customers  accounted for sales revenue
         and each  represented  more than 10% of revenue.  Revenues for the year
         ended July 31, 2002 included sales to four customers each  representing
         more than 10% of total revenue.

         The  Company  currently  relies on a single  supplier of goods that are
         resold  by the  Company.  The  Company  currently  has  no  alternative
         supplier and may not be able to locate such a source.  The inability of
         this supplier to fulfill supply  requirements  would materially  impact
         future operating results.

     i)  Recent Accounting Pronouncements

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity".   SFAS  No.  150  establishes  standards  for  how  an  issuer
         classifies   and   measures   certain   financial    instruments   with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify a financial  instrument  that is within its scope as a
         liability (or an asset in some circumstances). The requirements of SFAS
         No.  150  apply  to  issuers'   classification   and   measurement   of
         freestanding financial instruments,  including those that comprise more
         than one  option or  forward  contract.  SFAS No. 150 does not apply to
         features  that are  embedded  in a financial  instrument  that is not a
         derivative  in its  entirety.  SFAS No. 150 is effective  for financial
         instruments  entered into or modified after May 31, 2003, and otherwise
         is effective at the  beginning of the first  interim  period  beginning
         after  June  15,  2003,  except  for  mandatory   redeemable  financial
         instruments of nonpublic entities. It is to be implemented by reporting
         the  cumulative  effect  of a change  in an  accounting  principle  for
         financial  instruments created before the issuance date of SFAS No. 150
         and still  existing at the beginning of the interim period of adoption.
         Restatement  is not  permitted.  The  adoption of this  standard is not
         expected  to  have a  material  effect  on  the  Company's  results  of
         operations or financial position.

         In  December  2002,  the FASB  issued  SFAS No.  148,  "Accounting  for
         Stock-Based  Compensation  - Transition and  Disclosure",  which amends
         SFAS  No.  123 to  provide  alternative  methods  of  transition  for a
         voluntary  change to the fair  value  based  method of  accounting  for
         stock-based employee  compensation.  In addition,  SFAS No. 148 expands
         the disclosure  requirements  of SFAS No. 123 to require more prominent
         disclosures in both annual and interim  financial  statements about the
         method of accounting  for  stock-based  employee  compensation  and the
         effect  of  the  method  used  on  reported  results.   The  transition
         provisions  of SFAS No. 148 are  effective for fiscal years ended after
         December  15,  2002.  The  disclosure  provisions  of SFAS No.  148 are
         effective for financial  statements for interim periods beginning after
         December 15, 2002. The  transition  provisions do not currently have an
         impact on the Company's financial position and results of operations as
         the Company currently has no stock-based employee compensation.

         In  June,  2002,  FASB  issued  SFAS No.  146,  "Accounting  for  Costs
         Associated  with Exit or Disposal  Activities".  The provisions of this
         Statement  are  effective  for  exit or  disposal  activities  that are
         initiated after December 31, 2002, with early  application  encouraged.
         This Statement addresses  financial  accounting and reporting for costs
         associated  with exit or disposal  activities  and  nullifies  Emerging
         Issues Task Force  (EITF) Issue No. 94-3,  "Liability  Recognition  for
         Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an
         Activity  (including Certain Costs Incurred in a Restructuring)".  This
         Statement  requires that a liability for a cost associated with an exit
         or disposal activity be recognized when the liability is incurred.  The
         Company  will adopt  SFAS No.  146 on  January  1, 2003.  The effect of
         adoption of this  standard on the Company's  results of operations  and
         financial position is not expected to be material.

         FASB has also issued  SFAS No. 145,  147 and 149 but they will not have
         any  relationship  to  the  operations  of  the  Company   therefore  a
         description  of each  and  their  respective  impact  on the  Company's
         operations have not been disclosed.



                                      F-8
<PAGE>

BERT Logic Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)

3.   License

     The Company acquired the worldwide exclusive right to market and sell a Bit
     Error Rate  Tester  product  line (the  "License").  The  licensed  product
     consists  of 0 to 40 Megabit  per second  Bit Error Rate  Testers  that are
     configured  for  laboratory  and onsite use.  Models consist of laboratory,
     rack mount and portable  versions.  The licensor maintains the right to set
     the pricing of the licensed  products.  An initial licensing  agreement was
     acquired  on May 31, 2000 with a three year term and  amendments  have been
     made to expand the territory of the license. All other terms of the License
     remain the same.  The License was purchased by the Company for $10,000 cash
     from Reach Technologies,  Inc. ("Reach").  On May 11, 2001 the Company paid
     $5,000  cash to amend the  License  to  include  the state of  Arizona.  On
     October 15, 2001 the Company paid $5,000, by way of note payable,  to amend
     the  License to include  the State of  Florida.  On  October  31,  2001 the
     Company  paid  $20,000,  by way of note  payable,  to amend the  license to
     obtain a worldwide exclusive right. The purchase price of the licenses were
     negotiated at arms-length.  The License was fully amortized at May 31, 2003
     in the current fiscal year.

     On June  12,  2003 the  Company  negotiated  an  extension  of the  license
     agreement with Reach for an additional  one-year period. The Company agreed
     to pay $3,000 in the form of a note payable to Reach due May 31, 2004.  The
     new  license  agreement  will  expire on May 31, 2004 and may be renewed by
     mutual agreement at that time.  Concurrent with the license extension,  the
     Company successfully  renegotiated the repayment date of its remaining note
     payable with Reach of $7,299 to May 31, 2004.  The  principal and interest,
     at 7% per annum, on the notes payable is due on May 31, 2004.

     The amortization of the license for the remainder of the license  agreement
     is for $2,500 during fiscal 2004.


4.   Shareholder Loan

     The shareholder  loan is unsecured,  non-interest  bearing,  and payable on
     demand.


5.   Related Party Transactions

     The  President  of the Company has donated  consulting  services  valued at
     $12,000  (2002 - $12,000) and rent valued at $3,000 (2002 - $3,000).  These
     amounts have been charged to operations and classified as "donated capital"
     in stockholders' equity.


6.   Income Taxes

     The Company has adopted the  provisions  of SFAS No. 109,  "Accounting  for
     Income Taxes". Pursuant to SFAS No. 109, the Company is required to compute
     tax asset benefits for net operating loss carry forwards. Potential benefit
     of net operating losses has not been recognized in the financial statements
     because the Company  cannot be assured that it is more likely than not that
     it will utilize the net operating loss carry forwards in future years.

     The  Company has net  operating  losses to carry  forward of  approximately
     $60,000 to offset future years' taxable  income which commence  expiring in
     fiscal 2015 through 2017.


                                      F-9
<PAGE>

BERT Logic Inc.
Notes to the Financial Statements
(Expressed in U.S. dollars)


6.   Income Taxes (continued)

     The  components of the net deferred tax asset,  the statutory tax rate, the
     effective tax rate and the elected  amount of the  valuation  allowance are
     scheduled below:

                                            2003             2002
                                              $                $

     Net Operating Losses                   15,844          23,781
     Statutory Tax Rate                         34%             34%
     Effective Tax Rate                          -               -
     Deferred Tax Asset                      5,387           8,085
     Valuation Allowance                    (5,387)         (8,085)
  ------------------------------------------------------------------

     Net Deferred Tax Asset                      -               -
  ------------------------------------------------------------------

7.   Subsequent Events

     On September  4, 2003,  the  President of the Company  completed on a Share
     Purchase  Agreement (the  "Agreement")  with certain buyers which purchased
     5,000,000 shares of the currently  issued and outstanding  6,000,000 shares
     of common stock of the Company from the President.

     In connection with the  consummation of the  transaction,  the President of
     the Company  resigned  as  President  and sole  director of the Company and
     appointed a new sole director to be President and Chief Executive  Officer.
     Pursuant to the  Agreement,  the Company  entered  into an amended  license
     agreement  to sell Bit Error  Rate  Testers  on a  worldwide  non-exclusive
     basis.  In exchange,  the Company  obtained  forgiveness  of the  remaining
     promissory  note  of  $10,299  and  accrued  interest  of  $2,436.  Also in
     connection with the transaction, the former President of the Company agreed
     to forgive the entire  shareholder loan due by the Company in the amount of
     $2,442.