================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                                   (Mark One)

|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended April 30, 2004.

Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

             For the transition period from __________ to __________

                         Commission file number: 0-32801

                                  TISSERA, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                                BERT Logic, Inc.
                           (Former Name of Registrant)

        Washington                                           91-2034750
(State or other jurisdiction of                           (I.R.S. Employer
incorporation of organization)                           Identification No.)

 Galgaley Haplada 11, Third entrance, 3rd floor, Herzlia         46733  Israel

     (Address of principal executive offices)                      (Zip Code)


Issuer's telephone number: +972-3-6344107


        (Former Name, Former Address and Former Fiscal Year, If Changed
                               Since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

As of March 7, 2005, the registrant had 27,582,114 shares of common stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes |_|  No |X|

================================================================================
<PAGE>

Tissera, Inc.

INDEX


PART I.  FINANCIAL INFORMATION                                     PAGE NUMBER
------------------------------                                     -----------


Item 1.  Consolidated Financial Statements (unaudited)

         Consolidated Balance Sheets                                       3

         Consolidated Statements of Operations                             4

         Consolidated Statements of Changes in Stockholders'
             Equity (Deficiency)                                           5

         Consolidated Statements of Cash Flows                             6

         Notes to Financial Statements                                   7-13

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              14

Item 3.   Controls and Procedures                                         21

PART II.  OTHER INFORMATION
---------------------------

Item 1. Legal Proceedings                                                 22

Item 2.  Change in Securities                                             22

Item 3.  Defaults Upon Senior Securities                                  22

Item 4.  Submission of Matters to Vote of Security Holders                22

Item 5.  Other Information                                                22

Item 6.  Exhibits and Reports on Form 8-K                                 22

SIGNATURES                                                                23


                                       2
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

<TABLE>
<CAPTION>
                                                                              April 30,           July 31,
                                                                                2004                2003
                                                                           --------------      --------------
                                                                              Restated
                                                                           --------------
                                                                             Unaudited
                                                                           --------------
<S>                                                                           <C>                  <C>
    ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                   $  5,271             $     --
  Prepaid expenses and other current assets                                        183                   --
  Assets attributed to discontinued operations                                      --                    8
                                                                              --------             --------

Total current assets                                                             5,454                    8
                                                                              --------             --------

PROPERTY AND EQUIPMENT, NET                                                         31                   --
                                                                              --------             --------

                                                                              $  5,485             $      8
                                                                              ========             ========

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                       $    277             $     --
  Liabilities attributed to discontinued operations                                 --                   18
                                                                              --------             --------

Total current liabilities                                                          277                   18
                                                                              --------             --------

ACCRUED SEVERANCE PAY                                                                9                   --
                                                                              --------             --------

Total liabilities                                                                  286                   18
                                                                              --------             --------

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock of $ 0.0001 par value each -
    Authorized: 100,000,000 shares as of April 30, 2004 and July 31,
     2003; Issued and outstanding: 26,315,547 and 18,036,000 shares as of
     April 30, 2004 and July 31, 2003, respectively                                  3                    2
  Preferred stock of $ 0.0001 par value each -
    Authorized: 20,000,000 shares as of April 30, 2004 and July 31, 2003;
    Issued and outstanding: 0 shares as of April 30, 2004 and July 31 ,2003         --                   --
  Additional paid-in capital                                                    38,701                   93
  Deferred stock based compensation                                             (5,788)                  --
  Deficit accumulated during the development stage                             (27,717)                (105)
                                                                              --------             --------

Total stockholders' equity (deficiency)                                          5,199                  (10)
                                                                              --------             --------

Total liabilities and stockholders' equity (deficiency)                       $  5,485             $      8
                                                                              ========             ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       3
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

<TABLE>
<CAPTION>
                                                                                                            From
                                                                                                         May 31, 2000
                                                                                                          (inception
                                                Three months ended             Nine months ended            date)
                                                     April 30,                      April 30,              through
                                            ---------------------------   ----------------------------     April 30,
                                                2004           2003           2004            2003           2004
                                            ------------   ------------   ------------    ------------   ------------
                                              Restated                      Restated                       Restated
                                            ------------                  ------------                   ------------
                                                                           Unaudited
                                            -------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>             <C>            <C>
Operating expenses:
  Research and development (including
    cost related to options and warrants
    granted to Yeda (see Note 3) and to
    service providers in the amount of
    $ 16,648 and $ 0 for the nine months
    ended April 30, 2004 and 2003,
    respectively)                           $      6,024   $         --   $     17,808    $         --   $     17,808
  General and administrative (including
    cost related to warrants, options and
    shares granted to service providers,
    employees and directors in the
    amount of $ 9,297 and $ 0 for the
    nine months ended April 30, 2004
    and 2003, respectively)                        3,570             --          9,811              --          9,811
                                            ------------   ------------   ------------    ------------   ------------

                                                   9,594             --         27,619              --         27,619
Financial expenses, net                                4             --              6              --              6
                                            ------------   ------------   ------------    ------------   ------------

Net loss from continuing operations                9,598             --         27,625              --         27,625
Loss (income) from discontinued
   operations                                         --              6            (13)             22             92
                                            ------------   ------------   ------------    ------------   ------------

Net loss                                    $      9,598   $          6   $     27,612    $         22   $     27,717
                                            ============   ============   ============    ============   ============

Basic and diluted net loss per share
   from continuing operations               $       0.40   $         --   $       1.37    $        --
                                            ============   ============   ============    ===========

Basic and diluted net loss per share
   from discontinued operations             $         --   $         --   $         --    $        --
                                            ============   ============   ============    ===========

Net loss per share                          $       0.40   $         --   $       1.37    $        --
                                            ============   ============   ============    ===========

Weighted average number of shares used
   in computing basic and diluted net
   loss per share                             24,313,981     18,036,000     20,236,913     18,036,000
                                            ============   ============   ============    ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       4
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share data)

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              accumulated      Total
                                                Stock capital       Additional    Deferred     during the   stockholders'
                                          -----------------------    paid-in    stock-based    development     equity
                                            Number       Amount      capital    compensation     stage      (deficiency)
                                          ----------   ----------   ----------   ----------    ----------    ----------
<S>                                       <C>          <C>          <C>          <C>           <C>           <C>
Balance as of May 31, 2000                        --   $       --   $       --   $       --    $       --    $       --

Shares issued for cash on May 31, 2000    15,036,000            2            8           --            --            10
Net loss                                          --           --           --           --            (5)           (5)
                                          ----------   ----------   ----------   ----------    ----------    ----------

Balance as of July 31, 2000               15,036,000            2            8           --            (5)            5

Shares issued for cash on July 17, 2001    3,000,000       *)  --           40           --            --            40
Contribution of capital                           --           --           15           --            --            15
Net loss                                          --           --           --           --           (30)          (30)
                                          ----------   ----------   ----------   ----------    ----------    ----------

Balance as of July 31, 2001               18,036,000            2           63           --           (35)           30

Contribution of capital                           --           --           15           --            --            15
Net loss                                          --           --           --           --           (39)          (39)
                                          ----------   ----------   ----------   ----------    ----------    ----------

Balance as of July 31, 2002               18,036,000            2           78           --           (74)            6

Contribution of capital                           --           --           15           --            --            15
Net loss                                          --           --           --           --           (31)          (31)
                                          ----------   ----------   ----------   ----------    ----------    ----------

Balance as of July 31, 2003               18,036,000            2           93           --          (105)          (10)

Stock issued for cash related to
  PPM1, and PPM2, net of $ 833
  issuance expenses                        4,910,058            1        6,875           --            --         6,876
Stock based compensation related
  to warrants granted to Yeda and
  to service providers - restated                 --           --       16,059           --            --        16,059
Amortization of stock based
  compensation related to options
  granted to employees and
  directors - restated                            --           --           --        2,520            --         2,520
Compensation related to stock
  granted to service providers -
  restated                                 3,057,000       *)  --        7,366           --            --         7,366
Deferred stock based compensation
  - restated                                      --           --        8,308       (8,308)           --            --
Exercise of options                          312,489       *)  --           --           --            --        *)  --
Net loss - restated                               --           --           --           --       (27,612)      (27,612)
                                          ----------   ----------   ----------   ----------    ----------    ----------

Balance as of April 30, 2004
  (unaudited) - restated                  26,315,547   $        3   $   38,701   $   (5,788)   $  (27,717)   $    5,199
                                          ==========   ==========   ==========   ==========    ==========    ==========
</TABLE>

*) Represents an amount lower than $ 1.

The accompanying notes are an integral part of the consolidated financial
statements.


                                       5
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands

<TABLE>
<CAPTION>
                                                                                               From
                                                                                            May 31, 2000
                                                                                             (inception
                                                                        Nine months ended       date)
                                                                             April 30,        through
                                                                       --------------------   April 30,
                                                                         2004        2003       2004
                                                                       --------    --------   --------
                                                                       Restated               Restated
                                                                       --------    --------   --------
                                                                                  Unaudited
                                                                       --------------------------------
<S>                                                                    <C>         <C>        <C>
Cash flows from operating activities:
  Net loss                                                             $(27,612)   $     --   $(27,717)
  Adjustments required to reconcile net loss to net cash provided by
     (used in) operating activities:                                         --
    Expenses related to warrants granted to Yeda and to services
      providers                                                          16,059          --     16,059
    Amortization of stock based compensation related to options
      granted to employees and directors                                  2,520          --      2,520
    Expenses related to stock granted to service providers                7,366          --      7,366

    Changes in operating assets and liabilities:

    Increase in prepaid expenses and other current assets                  (183)         --       (183)
    Increase in accounts payable and accrued expenses                       277          --        277
    Increase in severance pay                                                 9          --          9
                                                                       --------    --------   --------

Net cash used in continuing operating activities                         (1,564)         --     (1,669)
Net cash provided by (used in) discontinued operating activities            (15)          1         75
                                                                       --------    --------   --------

Total net cash provided by (used in) operating activities                (1,579)          1     (1,594)
                                                                       --------    --------   --------

Cash flows from investing activities:
  Purchase of property and equipment                                        (31)         --        (31)
                                                                       --------    --------   --------

Net cash used in discontinued investing activities                           --          --        (15)
                                                                       --------    --------   --------

Total net cash used in investing activities                                 (31)         --        (46)
                                                                       --------    --------   --------

Cash flows from financing activities:
  Issuance of shares, net                                                 6,876          --      6,876
                                                                       --------    --------   --------

Net cash provided by continuing financing activities                      6,876          --      6,876
Net cash provided by discontinued financing activities                       --          --         35
                                                                       --------    --------   --------

Total net cash provided by financing activities                           6,876          --      6,911
                                                                       --------    --------   --------

Increase in cash and cash equivalents                                     5,266           1      5,271
Cash and cash equivalents at beginning of period                              5           6         --
                                                                       --------    --------   --------

Cash and cash equivalents at end of period                             $  5,271    $      7   $  5,271
                                                                       ========    ========   ========

Non-cash financing activity:
Licenses purchased against notes payable                               $     --    $     --   $     28
                                                                       ========    ========   ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       6
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 1:- GENERAL

      a.    Tissera Inc. ("the Company") was incorporated under the laws of the
            State of Washington on May 31, 2000.

            On September 4, 2003, the former president of Bert Logic Inc.
            completed a share purchase agreement with the Company's existing
            shareholders, who purchased 15,000,000 shares of the currently
            issued and outstanding 18,036,000 shares of the Company's Common
            stock. In connection with the consummation of the transaction, the
            president of the Company resigned as president and sole director of
            the Company. 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, and accrued
            interest of $ 2. Also, in connection with the transaction, the
            former president of the Company agreed to forgive his stockholder
            loan, in the amount of $ 2.

            Following the share purchase agreement dated September 4, 2003,
            management decided to discontinue all activities related to the
            sales of Bit Error Rate Testers, used for the integrity and
            reliability of communication channels. The discontinuation of this
            activity was accounted for under the provision of SFAS 144,
            "Accounting for the Impairment or Disposal of Long-Lived Assets".

            On October 8, 2003, the Company entered into a research and license
            agreement with Yeda Research and Development Company Limited
            ("Yeda"), according to which Yeda provided the Company with a
            worldwide exclusive license to develop, manufacture and sell Yeda's
            tissue transplant technologies (see also Note 3). Yeda is entitled
            to cancel the agreement under certain conditions determined in the
            agreement.

            The Company currently bases its entire operations on the license
            provided by Yeda. Should Yeda terminate the agreement with the
            Company, the Company will not be able to continue its current
            research operations.

            On October 9, 2003, the Company's Board of Directors resolved to
            change the name of the Company from Bert Logic, Inc. to Tissera,
            Inc.

      b.    On October 27, 2003, the Company incorporated a wholly-owned
            subsidiary, Tissera Ltd. ("the subsidiary").


                                       7
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 1:- GENERAL (Cont.)

      c.    Going concern considerations (Restated):

            The Company's ability to continue to operate as a going concern is
            dependent on its ability to maintain its key technology license (see
            Note 3), a favorable outcome of the legal proceeding with investors
            (see Note 6) and its ability to generate sufficient cash flows to
            meet its obligations on a timely basis, to obtain additional
            financing and to ultimately attain profitability. The process of
            developing commercial products will require significant additional
            expenditures for research and development, maintaining the key
            technology license, pre-clinical testing and clinical trials, as
            well as regulatory approval. These activities, together with general
            and administrative expenses, are expected to result in substantial
            operating losses in the foreseeable future. In the event the Company
            loses its key technology license, has unfavorable outcome of its
            legal proceeding with investors, or is unable to successfully raise
            capital and generate revenues, it is unlikely that the Company will
            have sufficient cash flows and liquidity to finance its business
            operations as currently contemplated. Accordingly, the Company will
            likely reduce general and administrative expenses and cease or delay
            development projects until it is able to obtain sufficient
            financing.

            The financial statements do not include any adjustments to reflect
            the possible future effect on the recoverability and classification
            of assets or the amounts and classification of liabilities that may
            result from the outcome of these uncertainties.

      d.    The Company restated its financial statements as of April 30, 2004,
            and for the nine and three months than ended (see note 7).

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

      These financial statements have been prepared as of April 30, 2004, and
      for the three and nine months then ended ("interim financial statements").
      These financial statements should be read in conjunction with the
      Company's audited annual financial statements and accompanying notes as of
      July 31, 2003 and for the year then ended. The significant accounting
      policies applied in the annual financial statements of the Company as of
      July 31, 2003, are applied consistently in these financial statements. In
      addition, the following accounting policies were adopted in the current
      reported period:

      a.    Financial statements in U.S. dollars:

            The functional and reporting currency of the Company is the U.S.
            dollar.

            The functional currency of the Company is the U.S dollar ("dollar")
            since the dollar is the currency of the primary economic environment
            in which the Company has operated and expects to continue to operate
            in the foreseeable future.


                                       8
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

      b.    Severance pay:

            The liability of the Company for severance pay is calculated
            pursuant to Israel's Severance Pay Law, based on the most recent
            salary of the employees multiplied by the number of years of
            employment as of the balance sheet date and is presented on an
            undiscounted basis. The subsidiary's employees are entitled to one
            month's salary for each year of employment or a portion thereof. The
            liability for all of the employees is fully provided by an accrual.

            Severance expenses for the nine months period ended April 30, 2004,
            were $ 9.

      c.    Research and development costs:

            Research and development costs are charged to expenses as incurred.

      d.    Basic and diluted net loss per share:

            Basic net loss per share is computed based on the weighted average
            number of shares outstanding during each period. Diluted net loss
            per share is computed based on the weighted average number of shares
            outstanding during each period, plus the dilutive potential of the
            Common stock considered outstanding during the period, in accordance
            with SFAS No. 128, "Earnings per Share."

            All outstanding shares and warrants the Company committed to grant
            have been excluded from the calculation of the diluted loss per
            share for the period ended April 30, 2004, because all such
            securities have an anti-dilutive effect.

      e.    Accounting for stock based compensation:

            The Company has elected to follow Accounting Principles Board
            Opinion No. 25, "Accounting for Stock Issued to Employees"
            ("APB-25"), and FASB Interpretation No. 44 "Accounting for Certain
            Transactions Involving Stock Compensation" ("FIN 44") in accounting
            for its employee stock options. Under APB-25, when the exercise
            price of the Company's share options is less than the market price
            of the underlying shares on the date of grant, compensation expense
            is recognized over the option's vesting period.

            Pro forma information regarding net loss and loss per share is
            required by Statement of Financial Accounting Standard No. 123, and
            has been determined assuming the Company had accounted for its
            employee share options under the fair value method prescribed by
            that Statement. The fair value for these options was estimated on
            the date of grant using a Black-Scholes option pricing model, with
            the following weighted-average assumptions for 2004: weighted
            average volatility of 127%, risk-free interest rates of 2.72%,
            dividend yields of 0% and a weighted-average expected life of the
            options of five years.


                                       9
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

            For purposes of pro forma disclosures, the estimated fair value of
            the options is amortized as an expense over the option's vesting
            period. The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
                                                                                   Three months ended
                                                                                       April 30,
                                                                              ---------------------------
                                                                                  2004           2003
                                                                              ------------   ------------
                                                                                Restated
                                                                              ------------
<S>                                                                           <C>            <C>
            Net loss as reported                                              $      9,598   $         --

            Deduct: share-based employee compensation expense included in
              reported net loss in accordance with APB-25                               --             --
            Add: stock-based employee compensation expense determined under
              fair value method                                                         --             --
                                                                              ------------   ------------

            Pro forma net loss                                                $      9,598   $         --
                                                                              ============   ============

            Pro forma net loss per share (basic and diluted)                  $       0.40   $         --
                                                                              ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Nine months ended
                                                                                       April 30,
                                                                              ---------------------------
                                                                                  2004           2003
                                                                              ------------   ------------
                                                                                Restated
                                                                              ------------
<S>                                                                           <C>            <C>
            Net loss as reported                                              $     27,612    $         22

            Deduct: share-based employee compensation expense included in
              reported net loss in accordance with APB-25                           (2,520)             --
            Add: stock-based employee compensation expense determined under
              fair value method                                                        750              --
                                                                              ------------    ------------

            Pro forma net loss                                                $     25,842    $         22
                                                                              ============    ============

            Pro forma net loss per share (basic and diluted)                  $       1.28    $         --
                                                                              ============    ============
</TABLE>

            The Company applies SFAS 123, "Accounting for Stock Based
            Compensation" and EITF 96-18, "Accounting for Equity Instruments
            That are Issued to Other Than Employees for Acquiring, or in
            Conjunction with Selling, Goods or Services" ("EITF 96-18") with
            respect to options and warrants committed to be issued to
            non-employees. SFAS 123 and EITF 96-18 require the use of an option
            valuation model to measure the fair value of the options at the
            grant date.


                                       10
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

      f.    Principles of consolidation:

            The consolidated financial statements include the accounts of the
            Company and its wholly-owned subsidiary. Intercompany balances and
            transactions have been eliminated upon consolidation.

      g.    Reclassification:

            Certain amounts from prior years have been reclassified to conform
            to the current year representation. The reclassification had no
            effect on previously reported net loss, shareholders' equity and
            cash flows.

      h.    Recent accounting pronouncements:

            In January 2003, the FASB issued FIN 46, "Consolidation of Variable
            Entities" ("FIN 46"). FIN 46 clarifies the application of Accounting
            Research Bulletin No. 51, "Consolidated Financial Statements" to
            those entities defined as "Variable Interest Entities" (more
            commonly referred to as special purpose entities) in which equity
            investors do not have the characteristics of a "controlling
            financial interest" or do not have sufficient equity at risk for the
            entity to finance its activities without additional subordinated
            financial support from other parties. FIN 46 applies immediately to
            all variable interest entities created after January 31, 2003 and by
            the beginning of the first interim or annual reporting period
            commencing after March 15, 2004 for variable interest entities
            created prior to February 1, 2003. The Company does not except the
            adoption of FIN 46 to have a material impact on its results of
            operations or financial position.

      i.    Interim consolidated financial statements:

            The accompanying unaudited interim consolidated financial statements
            have been prepared in accordance with generally accepted accounting
            principles in the United States for interim financial information.
            Accordingly, they do not include all the information and footnotes
            required by generally accepted accounting principles in the United
            States for complete financial statements. In the opinion of
            management, all adjustments (consisting of normal recurring
            accruals) considered necessary for a fair presentation have been
            included. Operating results for the nine-month period ended April
            30, 2004 are not necessarily indicative of the results that may be
            expected for the year ended July 31, 2004.


                                       11
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

NOTE 3:- RESEARCH AGREEMENT (RESTATED)

      On October 8, 2003, the Company entered into a Research and License
      Agreement ("the Agreement") with Yeda. The Company conducts the research
      for a period of three years, at the Weizmann Institute of Science,
      relating to an invention comprising methods of organ transplantation
      utilizing developing nephric tissue. The license granted to the Company
      shall expire at the later of (i) the expiration of the patents in the
      country of sale, or (ii) 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. In addition, Yeda may terminate the agreement
      if the Company will fail to achieve certain commercialization and
      development achievements, as defined in the agreement.

      The Company committed to grant Yeda, within 120 days of the date on which
      the Agreement is signed, (i) a warrant, exercisable at an aggregate
      exercise price of $ 0.9 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 (ii) a warrant, exercisable at an
      aggregate exercise price of $ 1.1 to purchase up to 2.67% of the issued
      and outstanding shares of the Company immediately following the exercise
      of such warrant, provided that the maximum number of shares of Common
      stock that Yeda may exercise under the warrants shall be 2,315,139 and
      2,771,937, 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 a consideration of 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 on which the Agreement is signed, and ending at the later
      of (a) one year following the termination of the Agreement and (b) 10
      years after the date on which the Agreement is signed. As of the balance
      sheet date, 1,355,901 of the Company's shares of Common stock are
      underlying the warrants.

      Since the Company and Yeda did not come to an agreement regarding the
      terms of the warrants the warrants have not yet been issued. As a result,
      Yeda is entitled to terminate the agreement. Based on the parties' ongoing
      negotiations, management is of the opinion that the parties will come to
      an agreement, and that Yeda will not terminate the license.

      As the license is used for research and development activities and since
      no alternative use exists for the license, the fair value of the warrants
      as of the balance sheet date, at the amount of $ 5,330, was recorded as
      research and development expenses. The fair value of the warrants was
      determined based on the number of shares underlying the warrants as of the
      balance sheet date. The number of shares underlying the warrants as of the
      balance sheet date was determined based on the actual issued and
      outstanding shares of the Company and any options to acquire Company
      shares for a nominal consideration, totaling 1,558,376 shares of Common
      stock.

      Prior to the actual issuance of the warrants, the value of the warrants
      for recording the research and development expenses will be re-measured at
      each reporting period based on the number of shares underlying the
      warrants as of each reporting period with the entire change in the fair
      value of the underlying shares reported in research and development
      expenses.


                                       12
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 3:- RESEARCH AGREEMENT (RESTATED) (Cont.)

      After the issuance of the warrants, since the warrants entitle the
      investors to a final percentage of the Company's shares (up to a certain
      maximum number of shares), with each change in the number of the Company's
      issued and outstanding shares or the number of options with a nominal
      exercise price, the fair value of the additional shares underlying the
      warrants will be recorded as research and development expenses. Once the
      number of shares underlying the warrants will reach the maximum number of
      shares that can be issued under the warrants, the warrants will cease to
      be further re-measured.

      The Company also paid to Yeda the following: (i) with regard to the first
      year of the research period, commencing on April 9, 2003, an amount of $
      900; (ii) with regard to the second and third years of the research
      period, respectively, an amount which shall be not less than $ 900 and not
      more than $ 1,000 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 quarterly non-refundable installments, payable in
      advance at the beginning of each three month period during such year. If
      the parties fail to reach an 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 $ 900, and Yeda shall procure the
      performance of research for such reduced amount.

      The Company undertook to make its best effort to commercialize the
      licensed products. The Company also agreed to pay Yeda a license fee of
      (i) $ 50 per year, to be paid commencing the first year after the
      completion of research and development period; (ii) 4% of net sales of all
      products using the licensed technology; (iii) 33% of all sublicense fees
      for all agreements entered into within one year following the Agreement
      date, and (iv) 16% of all sublicense fees for all agreements entered into
      after such one year period.

NOTE 4:- STOCK SPLIT

      The Company's Board of Directors resolved to effectuate a forward split of
      the Company's Common stock on a 3:1 basis, which occurred on November 4,
      2003. The additional shares issued pursuant to the forward stock split
      will be fully paid and non-assessable. All new shares will have the same
      par value, voting rights and other rights as old shares. The 3:1 forward
      stock split is being effectuated by increasing the number of issued and
      outstanding shares at the ratio of 3:1. Accordingly, as a result of the
      forward stock split, the Company has 18,036,000 shares outstanding and
      81,964,000 authorized unissued shares, which shares may be issued in the
      future in connection with acquisitions, subsequent financings or as
      determined by the Company's Board of Directors. All share and per share
      data were restated to reflect the stock split effected on November 4,
      2003.


                                       13
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

NOTE 5:- STOCKHOLDER'S EQUITY - RESTATED

      Investments, warrants and options:

      a.    Private placements:

            On February 1, 2004, the Company completed a private placement
            ("PPM1") for the sale of 1,767,200 units at a price per unit of $
            1.25. Each unit consists of one Common share and three Common shares
            purchase warrants. The Company granted the investors 5,301,600
            warrants with exercise prices ranging between $ 3.75 - $ 6.00 per
            share. The warrants are exercisable within periods that range from
            six months to three years. The contractual life of the warrants
            ranges from one year to three years.

            On March 18, 2004, the Company completed an additional PPM ("PPM2")
            for the sale of 3,142,858 units at a price per unit of $ 1.75. Each
            unit consists of one Common share and three Common shares purchase
            warrants. The Company granted the investors 9,428,574 warrants with
            exercise prices ranging between $ 3.75 - $ 6.00 per share. The
            warrants are exercisable within periods that range from six months
            to three years. The contractual life of the warrants ranges from one
            year to three years. The investors were granted certain registration
            rights. The investment agreement provides the investors with
            liquidation damages (as defined in the investment agreement) at the
            rate of 1% of the invested amount for each month in which a
            registration statement is not maintained effective with the U.S.
            Securities and Exchange Commission ("SEC"), during a period of 2
            years.

            In connection with PPM2 the Company granted to certain brokers
            172,480 warrants to purchase 172,480 shares of Common stock at an
            exercise price of $ 0.01 per share. In addition, the Company granted
            to these brokers 397,440 warrants to purchase 397,440 shares of
            Common stock at exercise prices ranging between $ 3.75 and $ 6.00
            per share.

      b.    Shares and warrants to service providers:

            During 2004, in addition to the warrants that were granted to the
            brokers in respect of the PPM and the warrants that were issued to
            Yeda (see Note 3), the Company granted 3,607,199 fully vested
            warrants to purchase Common stock at an exercise price of $ 0.0001
            per share, 150,000 warrants to purchase Common stock at an exercise
            price of $ 0.01 per share, 400,000 warrants to purchase 400,000
            Common stock at an exercise price of $ 1 per share and 2,777,000
            shares of Common stock at no consideration. The warrants and shares
            were granted to service providers and to advisory board members, in
            exchange for research and development services and general and
            administrative services. 3,340,984 warrants are fully vested as of
            April 30, 2004 and 816,215 warrants vest over a period of three
            years ending March 6, 2007. The Company accounted for such warrants
            and shares under the provisions of EITF 96-18. The fair value of
            fully vested warrants and shares was recorded as research and
            development expenses and general and administrative expenses at the
            grant date. The fair value of the warrants that vest over the three
            years period is amortized as an expense over the vesting period.


                                       14
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

NOTE 5:- STOCKHOLDER'S EQUITY - RESTATED (Cont.)

      c.    Shares and options to employees and to directors:

            On February 18, 2004, the Company granted two of its directors
            541,080 options to purchase 541,080 shares of the Company's Common
            stock at an exercise price of $ 1 per share. The options vest over a
            period of three years. The Company accounted for such options under
            the provision of APB 25 since the optionees are entitled to exercise
            their options on a cashless basis, the Company applied variable
            accounting and the compensation related to the options was recorded
            as general and administrative expenses over the vesting period based
            on the market price of the Company's stock at each reporting period.
            As of April 30, 2004, 67,635 options were exercised into 52,278
            shares of Common stock on a cashless basis.

            During March 2004, the Company granted to certain employees
            2,455,884 options to purchase 2,455,884 shares of the Company's
            Common stock at an exercise price of $ 0.30 per share (see also Note
            6a(2), 6b). The options vest over a period of three years. The
            Company accounted for such options under the provision of APB 25.
            Since the optionees are entitled to exercise their options on a
            cashless basis, the Company applied variable accounting and the
            compensation related to the options was recorded as research and
            development and general and administrative expenses over the vesting
            period based on the Company's stock market price at each reporting
            period. In addition, the Company granted to the former CEO's brother
            280,000 shares of Common stock at no consideration (see also Note
            6b).

            As of April 30, 2004, 281,112 options were exercised into 260,211
            shares of Common stock of the Company, on a cashless basis.

NOTE 6:- SUBSEQUENT EVENTS

      a.    1.    On September 7, 2004, the Board of Directors decided to
                  terminate the employment of the Chief Executive Officer of the
                  Company ("the Former CEO"). According to the Former CEO's
                  employment agreement, the Former CEO shall be entitled to
                  payments totaling approximately $ 78 upon termination of
                  employment with the Company.

                  According to a letter received in December 2004, the Former
                  CEO is requesting the Company to pay approximately $ 150.

                  On November 4, 2004, the Board of Directors questioned the
                  procedures according to which a bonus in the amount of $ 110
                  that was granted to the Former CEO in March 2004 and decided
                  to cancel the bonus and to demanded the Former CEO to repay
                  the bonus. The bonus amount was recorded in these restated
                  financial statements as accounts receivable, and was fully
                  provided as a doubtful debt.


                                       15
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 6:- SUBSEQUENT EVENTS (Cont.)

            2.    In March 2004, the Former CEO was granted 2,267,046 options to
                  purchase a total of 2,267,046 shares of Common stock, out of
                  which 270,000 options were exercised during April 2004 into
                  249,859 shares of Common stock on a cashless basis. The total
                  number of options to which the Former CEO is entitled should
                  have been based on a formula that was determined in the
                  agreement with the Former CEO. However, the number of options
                  that were granted in March 2004 was not in accordance with the
                  agreement with the former CEO. In November 2004, the Company's
                  Board of Directors amended the number of options granted to
                  the Former CEO to a total of 2,042,551 options to purchase a
                  total of 2,042,551 shares of Common stock. The amended
                  calculation is based on the formula determined in the
                  agreement.

                  The number of options and related compensation recorded in
                  these restated financial statements are based on the revised
                  calculation.

            3.    On September 7, 2004, certain shareholders demanded from the
                  Former CEO to repay the Company the amount of $ 1,074 (which
                  is the value of the shares, that the Company issued in April
                  2004 as a result of the Former CEO's cashless exercise of the
                  abovementioned options, at the date of exercise, and which
                  were sold by the Former CEO during April 2004), claiming that
                  the exercise of the options was executed before the end of the
                  vesting period. In addition, the shareholders demanded that
                  the Former CEO pay the Company compensation in the amount of $
                  645 for damages. Management of the Company and its legal
                  advisors are of the opinion that the vast majority of the
                  assertions are against the Former CEO and not against the
                  Company. The Company and its legal advisors deny the
                  assertions that may imply to the Company's responsibility and
                  as a result, no provision was recorded in these financial
                  statements.

            4.    On November 4, 2004, the Company's Board of Directors decided
                  to demand from the Former CEO to repay to the Company the
                  amount of withholding tax exposure totaling $ 538 to be paid
                  by the Company to the Israeli tax authorities, in respect of
                  the exercise of options. Based on a preliminary discussion
                  with the Income Tax Authorities, the Company will record a
                  liability in the amount of $ 269 in the financial statements
                  for the period ended July 31, 2005. Corresponding receivable
                  from the Former CEO totaling $ 269 will be recorded, and will
                  be fully provided as a doubtful account.

      b.    During 2004, the Former CEO's brother, who was also employed by the
            Company, was granted 280,000 shares of Common stock for no cash
            consideration. In March 2004, the Board decided to grant him an
            additional 280,000 warrants to purchase 280,000 shares of Common
            stock, the vesting of which is subject to signing a definitive
            employment agreement with the Company. Such agreement was never
            entered into. As a result, on November 4, 2004, the Board of
            Directors cancelled the warrants. The cancelled warrants are not
            presented in these restated financial statements, nor was any
            compensation expense recorded in respect of these warrants.


                                       16
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands

NOTE 6:- SUBSEQUENT EVENTS (Cont.)

      c.    On July 19, 2004, the Company received a letter from an investor,
            who participated in the Company's private placement of securities in
            March 2004, claiming that the investor was a victim of the Company's
            misconduct. On September 30, 2004, another investor, who
            participated in the Company's private placement of securities in
            March 2004, sent a letter to the Company claiming, among others,
            that he was a victim of the Company's misconduct. The total
            investment in the Company's private placement from March 2004 was $
            5,500 (see Note 5a). The later investor stated he was prepared to
            bring claims in the United States District Court for the Southern
            District of New York if compromise negotiations were not commenced
            and concluded without delay. The Company has commenced compromise
            negotiations with all of the investors from the March 2004 private
            placement. Since the negotiations are in a preliminary stage, the
            Company cannot estimate at this stage the outcome of such
            compromise.

NOTE 7:- RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

      The Company restated its financial statements as of April 30, 2004, and
      for the three and nine months then ended, for the following reasons:

      a.    Cost related to warrants that the Company committed to grant to Yeda
            (see Note 3), and warrants and shares that the Company committed to
            grant to certain other service providers, were recorded based on the
            price per share determined in the private placement conducted in
            February 2003. In these restated financial statements, the Company
            recorded these costs based on the market price of its shares. As for
            the warrants and shares that the Company committed to grant, cost
            was recorded based on the market price of its shares as of January
            31, 2004.

      b.    The Company misinterpreted the Research and License agreement
            between the Company and Yeda. One factor in calculating the fair
            value of the warrants that were granted to Yeda is the number of
            shares underlying the warrants. The number of shares underlying the
            warrants that the Company committed to grant Yeda (see Note 3), and
            that was used in the calculation of the fair value of the warrants,
            was revised to reflect the correct number of the shares according to
            the agreement and any options to acquire Company shares for a
            nominal consideration.

      c.    Expenses related to the variable options awards that the Company
            granted to employees and to directors was recorded in these restated
            financial statements by applying FASB Interpretation No. 28,
            "Accounting for Stock Appreciation Rights and Other Variable Stock
            Option or Award Plan". Previously, expenses related to these options
            awards were calculated using the straight-line method.

      d.    The Company miscalculated the number of options and, as a result,
            the related compensation expenses of the Former CEO's options (see
            also Note 6a(2)). In these restated financial statements, the number
            of options granted to the Former CEO and the related compensation
            expenses are based on the formula determined in the agreement signed
            with the Former CEO.


                                       17
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share data)

NOTE 7:- RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

      e.    The Company did not include in its reported financial statements
            400,000 warrants to purchase 400,000 Common stock granted to members
            of its advisory board.

            In these restated financial statements, the fair value of these
            warrants is amortized as an expense over the warrants vesting
            period.

      f.    The Company recorded cost related to warrants for which not all
            terms and conditions have been fulfilled (see also Note 6b). In
            these restated financial statements, the fair value of the warrants
            was revised to reflect the correct number of warrants.

      g.    In these restated financial statements, several calculation errors
            were corrected.

      h.    In its previously issued financial statements, the Company
            classified warrants that were issued in PPM1 and PPM2 as liabilities
            with changes in the fair value of these warrants reported in
            earning. In these financial statements, the warrants were classified
            as equity and no expenses were recorded in respect of them.

            The effect of the above changes on the Company's financial
            statements is as follows:

<TABLE>
<CAPTION>
                                                        Nine months                     Nine months
                                                           ended        Change in          ended
                                                       April 30, 2004    expenses      April 30, 2004
                                                        ------------   ------------    ------------
                                                        As reported                      Restated
                                                        ------------                   ------------
<S>                                                     <C>            <C>             <C>
            Research and development expenses           $     16,472   $      1,336    $     17,808
            General and administrative expenses         $     11,132   $     (1,321)   $      9,811
            Derivative loss                             $        371   $       (371)   $         --
            Net loss                                    $     27,968   $       (356)   $     27,612
            Basic and diluted net loss per share from
               continuing operations                    $       1.38   $      (0.01)   $       1.37
            Basic and diluted net loss per share from
               discontinued operations                  $         --   $         --    $         --
            Net loss per share                          $       1.38   $      (0.01)   $       1.37
            Additional paid-in capital                  $     33,269   $      5,589    $     38,858
            Deferred stock-based compensation           $         --   $     (5,788)   $     (5,788)
            Accumulated deficit                         $     28,073   $       (199)   $     27,874
</TABLE>


                                       18
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share data)

NOTE 7:- RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

<TABLE>
<CAPTION>
                                                        Three months                    Three months
                                                           ended        Change in          ended
                                                       April 30, 2004    expenses      April 30, 2004
                                                        ------------   ------------    ------------
                                                        As reported                      Restated
                                                        ------------                   ------------
<S>                                                     <C>            <C>             <C>
            Research and development expenses           $      9,296   $     (3,272)   $      6,024
            General and administrative expenses         $      7,279   $     (3,709)   $      3,570
            Derivative loss                             $        371   $       (371)   $         --
            Net loss                                    $     16,950   $     (7,352)   $      9,598
            Basic and diluted net loss per share from
               continuing operations                    $       0.70   $       (0.3)   $        0.4
            Basic and diluted net loss per share from
               discontinued operations                  $         --   $         --    $         --
            Net loss per share                          $       0.70   $       (0.3)   $        0.4
</TABLE>


                                       19
<PAGE>

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

Forward Looking Statements - Cautionary Statements

This Form 10-QSB contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than statements
of historical facts included in this report regarding Tissera, Inc.'s (the
"Company") financial position, business strategy and plans and objectives of the
Company's management for future operations are forward-looking statements. These
forward-looking statements are based on the beliefs of the Company's management,
as well as assumptions made by and information currently available to the
Company's management. When used in this report, the words "anticipate,"
"believe," "estimate," "expect," "intend," and words or phrases of similar
import, as they relate to the Company or Company management, are intended to
identify forward-looking statements. Such statements (the "cautionary
statements") reflect the current view of the Company's management with respect
to future events and are subject to risks, uncertainties, and assumptions
related to various factors including, without limitation, competitive factors,
general economic conditions, customer relations, relationships with vendors, the
interest rate environment, governmental regulation and supervision, seasonality,
product introductions and acceptance, technological change, changes in industry
practices, and one-time events. Although the Company believes that expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct. Based upon changing conditions, should any one or more of these risks
or uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected, or intended. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary statements. The Company does not assume any responsibility to
publicly update any of its forward-looking statements regardless whether factors
change as a result of new information, future events, or for any other reason.
The Company advises you to review any additional disclosures made in its 10-QSB,
8-K, and 10-KSB reports filed with the Commission.

Overview

We were incorporated under the laws of the State of Washington on May 31, 2000.
We develop, test and intend to commercialize solid organ transplantation
therapies based on an approach employing organ-specific precursor tissues. Our
future approach involves harvesting embryonic mammalian tissue at the earliest
stage at which stem cells commit to becoming organ-specific precursor tissues
and transplanting them in target human organ systems. The optimal window for
embryonic tissue transplantation was defined by Prof. Reisner's lab at the
Weizman Institute. We entered into a Research and License Agreement with Yeda
Research and Development Company Limited, which is located in Rehovot, Israel,
whereby Yeda procures the performance of research at the Weizman Institute of
Science, under the supervision of Professor Yair Reisner of the Department of
Immunology. We have a world wide license that shall expire in each country with
respect to each product at the later of (i) the expiration of the patents
covering such product in the country of sale, or (ii) 15 years from the date of
receipt of FDA New Drug Approval in the United States for such product, or the
equivalent in any other country in which the products are sold.

We are at development stage and devoting substantially all of our efforts toward
conducting R&D activities, raising capital, pursuing regulatory approval,
recruiting personnel and building infrastructure. Our former line of business
was selling bit error testers. Our license in connection with bit error testers
expired in May 2004.


                                       20
<PAGE>

Significant Transactions and Events

Change in Ownership and Amendment of License

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 15,000,000 shares of the
then outstanding 18,036,000 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. In
connection with the transaction, the Company amended its 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, we 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 our 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 and other tissues. The
License granted to us shall expire in each country with respect to each product
at the later of the following:

            o     the expiration of the patents covering such product 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.

In addition, Yeda may terminate the Research and License Agreement if we are in
breach thereof and Yeda may, at its option, terminate the Research and License
Agreement, in whole or in part, or make it non-exclusive if we fail to reach
certain commercialization and development goals as set out in the Research and
License Agreement. Yeda is entitled to unilaterally amend the license so that it
is non-exclusive or terminate the license in the event that we fail to achieve
commercialization of at least one product within certain time limits, fail to
commence various phases of clinical trials within certain time limits or fail to
sell a product after certain milestones. Further, if we contest the validity of
the patents, Yeda may terminate the license. In the event that Yeda would like
to pursue sponsored research with respect to, or the commercialization of, a
given product that would otherwise be subject to the Research and License
Agreement that we have not already commenced developing, then Yeda may provide
us with notice of its intention. Upon receipt of such notice, we will then have
thee months to submit a product development program. If we do not submit such
program, the license will be terminated with respect to said given product.
Finally, since the Company and Yeda did not come to an agreement regarding the
number of shares of common stock issuable upon exercise of the warrants, Yeda is
entitled to terminate the Research Agreement. Based on the parties' ongoing
negotiations, management is of the opinion that the parties will come to an
agreement, and Yeda will not terminate the license.


                                       21
<PAGE>

As part of the Research and License Agreement, the Company agreed to issue to
Yeda, by 120 days from the date of signature thereof, but which date Yeda
subsequently agreed to defer to no later than May 21, 2004, the following:

      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 our 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 our
            company immediately following the exercise of such warrant.

However, the Research and License Agreement provides that the maximum number of
shares of common stock that Yeda may exercise into for each warrant is 2,315,139
and 2,771,937, 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 us 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 us). The share amounts described above are adjusted to reflect the
three for one split, but not the other adjustment events described above that
have occurred through the date hereof. We have applied to Yeda not to take into
account certain adjustment events in determining such maximum number of shares
as well as for a deferral of the date by which we are obligated to issue Yeda
the warrants. We are waiting for a formal response from Yeda regarding this
issue. Each such warrant shall be exercisable for a period beginning on the date
of its issuance and ending at the later of the following:

      o     one year following the termination of the Research and License
            Agreement; and

      o     ten years after the date of signature of the Research and License
            Agreement and to have such further terms and conditions as shall be
            satisfactory to us and Yeda.

We also agreed to pay or have paid to Yeda the following:

      o     with regard to the first year of the research period (commencing on
            April 9, 2003), we paid the amount of US $450,000 of which a
            non-refundable installment of US $450,000 was paid on December 23,
            2003. This amount is in addition to the $450,000 paid to Yeda in
            connection with researched performed by Yeda during the first year;

      o     with regard to the second year of research we owe an amount of US
            $900,000 of which we have paid $225,000 on April 23, 2004 and
            $225,000 on July 8, 2004; and $225,000 on October 8, 2004 ; and
            $225,000 on January 10, 2005.

      o

      o     with regard to the third year of the research period, we will pay 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.


                                       22
<PAGE>

If the parties fail to reach agreement within the time frame referred to above
regarding the amount of the research budget payable for the 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.

We have also agreed that within one year from the date of the Research and
License Agreement, we will submit a development program to Yeda for its
approval. The company has applied to Yeda for the deferral of the submission of
this program to September 2005. We are waiting for a formal response from Yeda
regarding this issue. We further undertook to use our best efforts to
commercialize the licensed products. We also agreed to pay Yeda a license fee as
follows:

      o     $50,000 per year commencing on April 9, 2006;

      o     4% of net sales of all products covered by the Research and License
            Agreement;

      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.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - FISCAL QUARTER ENDED APRIL 30, 2004 COMPARED TO THE
FISCAL QUARTER ENDED APRIL 30, 2003

REVENUES AND COSTS OF GOODS SOLD

We are in a development stage and, therefore, have no revenues and cost of goods
sold.

OPERATING EXPENSES

Operating expenses for the quarter ended April 30, 2004 amounted to $9,598,000
compared to none as of April 30, 2004. These expenses reflect the commencement
of our development stage operations. The research and development expenses
amounted to $6,024. The most important research and development expense was
related to research and development activities performed by Yeda amounted to
$225. Expenses related to the issuance of warrants granted in consideration of
entering into the Research and License Agreement amounted to $5,714,000, which
was attributable to the warrant granted to Yeda, Professor Yair Reisner of the
Department of Immunology and his fellow scientists Dr. Dekel and Dr. Passwel and
the Company employees. The general and administrative expenses amounted to
$3,570,000 were attributed mainly to costs related to warrants and shares
granted to service providers for services associated with the company activities
and to employees and directors both amounted to $3,391,000. The rest of general
and administrative refers mainly to salaries, legal expenses and directors and
officers insurance.

 (LOSS) FROM DISCONTINUED OPERATIONS OF A SEGMENT OF A BUSINESS

As a result of the discontinuance of our activities related to selling a bit
error rate tester, used for the integrity and reliability of communication
channels, we had a Loss of $6,000 in the quarter ending April 30, 2003. Such
activity did not exist in the quarter ending April 30, 2004.

NET LOSS


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<PAGE>

As a result of the above activities, we incurred a net loss of $9,598,000 for
the three months ended April 30, 2004, as compared to a net loss of $6,000 for
the three months ended April 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $5,271,000 as of April 30, 2004, compared to
$5,000 as of April 30, 2003. This increase is attributed to funds received of
private placements that we conducted. We had a working capital of $5,177,000 as
of April 30, 2004, compared to $10,000 as of April 30, 2003. We plan to continue
to finance our operations through a combination of private placements of our
securities, stock issuances, debt issuances, mutual development with possible
milestone license payments and research and development programs. There are no
assurances, however, that we will be successful in obtaining an adequate level
of financing required for the long-term development and commercialization of our
planned products.

Item 3. Controls and Procedures

As of the end of the period covered by this report, our company conducted an
evaluation, under the supervision and with the participation of our acting chief
executive officer and chief financial officer, of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and of the Exchange Act). Based upon
this evaluation, our acting chief executive officer and chief financial officer
concluded that there were material weaknesses with our disclosure controls and
procedures in so far as they were not effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.

As a result of the above, the Company reorganized its executive personnel to
address these issues. In connection with the reorganization, the Company is
developing procedures, forms, checklists and reporting packages to address these
deficiencies, and management believes progress had been made to improve the
Company's system of internal controls. However, despite management efforts there
continues to exist material weaknesses in the Company's internal controls.
Management believes additional progress in strengthening its internal controls
will continue through the end of the second quarter of 2005.


                                       24
<PAGE>

Part II: OTHER INFORMATION

Item 1. 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. Except for the following, 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:

      o     On July 19, 2004, an investor which participated in the Company's
            private placement of securities in March 2004, sent a letter to the
            Company claiming that it was a victim of the Company's misconduct.
            The letter was subsequently withdrawn on July 29, 2004;

      o     On September 30, 2004, an investor which participated in the
            Company's private placement of securities in March 2004, sent a
            letter to the Company claiming that it was prepared to bring claims
            in the United States District Court for the Southern District of New
            York if compromise negotiations were not commenced and concluded
            without delay. The Company has commenced compromise negotiations
            with all of the investors from the March 2004 private placement;

      o     On October 4, 2004, the Company received a demand letter to execute
            an oral lease agreement of the Company's previous premises. Based on
            the opinion of the management and its legal advisors, the Company
            has reasonably good defense, and as a result, no provision was
            recorded in the financial statements;

      o     The Company received a demand from a broker in relation to the
            Company's capital raising to receive $30,000 as a fee. The Company's
            management and its legal advisors are of the opinion that the
            Company has good defense, and, as a result, no provision was
            recorded in the financial statements. On February 14, 2005 the
            Company Board of Directors has agreed to pay $10,000 to the broker,
            the payment has been carry out on February 18, 2005.

      o     On September 7, 2004, certain shareholders demanded from the former
            CEO to repay the Company the amount of $ 1,074,000 (which is the
            value of the shares, that the Company issued as a result of the
            CEO's cashless exercise of the abovementioned options, at the date
            of exercise, and which were sold by the CEO), claiming that the
            exercise of the options was executed before the end of the vesting
            period. In addition, the above shareholders demanded that the former
            CEO pay the company, compensation in the amount of $ 645,000 for
            damages. Management of the Company and its legal advisors are of the
            opinion that the vast majority of the assertions are against the
            former CEO and not the Company. The Company denies assertions that
            may imply to its responsibility and, as a result, no provision was
            recorded in the financial statements.

      o     On December 23, 2004, Dr. Vicki Rabenou, the Company's former CEO,
            filed civil claim no. 10858/04 in Israel against the Company
            claiming payment of NIS 564,140 (approximately $128,000) allegedly
            owed to her pursuant to the terms of her employment agreement A
            provision in the amount of $100,000, was recorded in operating
            expenses, in respect of the former CEO's claim. The Company intends
            to vigorously defend against Dr. Rabenou's claim and to commence a
            countersuit against Dr. Rabenou for sums owed to the Company by Dr.
            Rabenou. In connection therewith, the Company has filed a letter of
            defense against this claim and filed a counterclaim against Dr.
            Rabenou in the amount of NIS 9,405,491 (approximately $2,150,000).


                                       25
<PAGE>

Item 2. Change in Securities

To obtain funding for our ongoing operations, pursuant to various offerings
conducted under Rule 506 of Regulation D, as promulgated under the Securities
Act of 1933, we sold units to accredited investors in private offerings. In
connection therewith, we sold 1,767,200 units at a price of $1.25 per unit with
each unit containing one share of common stock and three common stock purchase
warrants. The exercise prices are $3.75, $4.50 and $6.00 per warrant and are
exercisable for varying periods of six months, two years and three years from
the final closing of the offering. We raised an aggregate of $2,182,000 in
connection with this offering and we issued warrants to purchase an aggregate of
172,480 shares of common stock with an exercise price $.01 per share to nine
consultants of the Company. We closed an additional private offering on March
18, 2004, in which we received gross proceeds in the amount of $5,500,000 in
connection with the sale of 3,142,857 units at a price per unit of $1.75. Each
unit consists of one share of common stock and three common stock purchase
warrants. The three common stock purchase warrants included in each are each
exercisable at varying prices into one share of common stock at the holder's
option. Holder, in certain circumstances we may call each warrant. The exercise
prices are $3.75, $4.50 and $6.00 per warrant. The warrants are exercisable for
varying periods of six months from the effective date of the prospectus, two
years from closing of the offering and three years from closing of the offering.

The Company issued an aggregate of 2,777,000 shares of common stock to six
consultants of the Company that have provided various services to the Company.

In February 2004, we issued warrants to Robert G. Pico and Meir Segev, two of
our directors, to purchase 270,540 warrants each. Such warrants are exercisable
at $1.00 per share. In the event that either of the directors is removed from
office, the warrants shall immediately vest and shall be exercisable for a
period of one year from removal.

On November 4, 2004, the Company ratified the issuance of warrants to purchase
200,000 shares of common stock at an exercise price of $1.00 to each Prof
Shaked, Sir Roy York Calne and Prof Sutherland. The vesting period is three
years and the expiration date is March 29, 2009 for Prof. Shaked, April 2, 2009
for Sir Roy York Calne and November 2, 2009 for Prof. Sutherland.

In March 2004, the Board of Directors authorized the issuance of 280,000 shares
of common stock to Pinny Rabenou. Mr. Rabenou is the brother of Dr. Vicki
Rabenou, our former CEO and a former director. In addition, the Board also
authorized the issuance of common stock purchase warrants to purchase 280,000,
which the granting of such warrants were contingent upon the entering into a
definitive employment agreement with Mr. Rabenou. As no employment agreement was
entered into, the Board of Directors cancelled the warrants issued to Mr.
Rabenou.

The former CEO was granted a warrant to purchase a total of 2,267,046 shares of
common stock, out of which 270,000 warrants were exercised into 249,859 shares
of common stock on a cashless basis. In November 2004, the Company's Board of
Directors evaluated the number of shares that are exercisable upon issuance of
the warrant and determined that the initial calculation of 2,267,046 was
incorrect. As a result, the Board of Directors applied the correct calculation
and has advised Dr. Rabenou that the warrant is only exercisable into 2,042,551
shares of common stock. The number of warrants and related compensation recorded
is based on the revised calculation. The amended calculation is based on a
formula determined in Dr. Rabenou's employment agreement, excluding the effect
of warrants that have not been yet issued to Yeda. The number of options and
related compensation recorded in the financial statements included in this
annual report are based on the revised calculation.


                                       26
<PAGE>

The Company granted Mr. Eiran, its Acting CEO and Chairman of the Board,
warrants to purchase 1,500,000 shares of common stock at an exercise price of
$0.3. Executive's rights to exercise the warrants shall vest in 24 equal monthly
installments during a period of two years commencing September 7, 2004. Any
vested portion of the warrants, if not previously exercised shall terminate upon
the earlier of three months after termination of the agreement or 10 years from
the date of vesting.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibit     Description

      31.1        Certification of the Chief Executive Officer of Tissera, Inc.
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      31.2        Certification of the Chief Financial Officer of Tissera, Inc.
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      32.1        Certification of the Chief Executive Officer of Tissera, Inc.
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.2        Certification of the Chief Financial Officer of Tissera, Inc.
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On March 24, 2004, the Company filed a Form 8-K reporting, under Item 5, raised
gross proceeds in the amount of $5,500,000 in connection with the sale of
3,142,858 shares of common stock for $1.75 per share to various accredited
investors. The investors, upon the purchase of one share of common stock, also
received three common stock purchase warrants, which resulted in the issuance of
an aggregate of 9,428,574 common stock purchase warrants.


                                       27
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-QSB Report, for the Quarter ended April 30, 2004 has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.


                                    TISSERA, INC.

March 8, 2005           By:         /s/Amos Eiran
                                    -------------
                                    Amos Eiran
                                    Chief Executive Officer


March 8, 2005           By:         /s/Alex Werber
                                    --------------
                                    Alex Werber
                                    Chief Financial Officer


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