================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                For the quarterly period ended October 31, 2005.

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.)

     MASKIT  8, 4RD FLOOR, HERZLIA                              46733  ISRAEL
(Address of principal executive offices)                          (Zip Code)

                    Issuer's telephone number: +972-36344107

      (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 December 9, 2005, the registrant had 27,582,114 shares of common stock
outstanding.

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

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

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

<PAGE>

TISSERA, INC.

INDEX


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

Item 1.  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                                  13

Item 3.   Controls and Procedures                                             16


PART II.  OTHER INFORMATION                                                   17
---------------------------

Item 1. Legal Proceedings                                                     17

Item 2.  Change in Securities                                                 17

Item 3.  Defaults Upon Senior Securities                                      17

Item 4.  Submission of Matters to Vote of Security Holders                    17

Item 5.  Other Information                                                    17

Item 6.  Exhibits                                                             17

SIGNATURES                                                                    18

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial statements (unaudited)


                                                                    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>
                                                                                             October 31,  July 31,
                                                                                                2005        2005
                                                                                              --------    --------
                                                                                              Unaudited
                                                                                              ---------
<S>                                                                                           <C>         <C>
     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                                  $  2,143    $  2,603
   Prepaid expenses and other current assets                                                       248         265
                                                                                              --------    --------
Total current assets                                                                             2,391       2,868
                                                                                              --------    --------
RESTRICTED CASH                                                                                      5          --
                                                                                              --------    --------
SEVERANCE PAY FUND                                                                                  19          29
                                                                                              --------    --------
PROPERTY AND EQUIPMENT, NET                                                                         19          21
                                                                                              --------    --------
Total assets                                                                                  $  2,434    $  2,918
                                                                                              ========    ========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Trade payables                                                                             $      4    $      5
   Other accounts payable and accrued expenses                                                     636         660
                                                                                              --------    --------
Total current liabilities                                                                          640         665
                                                                                              --------    --------
ACCRUED SEVERANCE PAY                                                                               28          39
                                                                                              --------    --------
Total liabilities                                                                                  668         704
                                                                                              --------    --------

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY:
   Stock capital (Note 5) -
     Common stock of $ 0.0001 par value each -
        Authorized: 100,000,000 shares as of October 31, 2005 and July 31, 2005; Issued and
           outstanding: 27,582,114 as of October 31, 2005 and July 31, 2005                          3           3
     Preferred stock of $ 0.0001 par value each -
        Authorized: 20,000,000 shares as of October 31, 2005 and July 31, 2005; Issued and
           outstanding: 0 shares as of October 31, 2005 and July 31, 2005                           --          --
   Additional paid-in capital                                                                   28,850      28,859
   Deferred stock based compensation                                                               (25)        (31)
   Deficit accumulated during the development stage                                            (27,062)    (26,617)
                                                                                              --------    --------
Total stockholders' equity                                                                       1,766       2,214
                                                                                              --------    --------
Total liabilities and stockholders' equity                                                    $  2,434    $  2,918
                                                                                              ========    ========
</TABLE>

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

                                      -1-
<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
                                                                    Three months ended                         (inception date)
                                                                        October 31,               Year ended        through
                                                               ----------------------------        July 31,       October 31,
                                                                   2005             2004             2005            2005
                                                               -----------      -----------      -----------      -----------
                                                                         Unaudited                                 Unaudited
                                                               ----------------------------                       -----------
<S>                                                            <C>              <C>              <C>              <C>
Operating expenses:

   Research and development (including cost
     related to options and warrants
     granted to employees and to others at
     the amount of $ 0, and $ 74 for the
     three months ended October 31, 2005
     and 2004, respectively and $ 14 for
     the year ended July 31, 2005,)                            $       296      $       403      $     1,296      $    14,631

   General and administrative (including
     cost (income) related to warrants,
     options and shares granted to service
     providers, employees and directors in
     the amount of $ (3) and $ 80 for the three
     months ended October 31, 2005 and 2004 ,
     respectively and $ 1,780 for the year
     ended July 31, 2005)                                              165              371            2,740           12,387
                                                               -----------      -----------      -----------      -----------
                                                                       461              774            4,036           27,018
Financial income, net                                                   19               13               68               89
                                                               -----------      -----------      -----------      -----------
Loss from continuing operations for the period                         442              761            3,968           26,929
Income taxes                                                             3                9               15               41
                                                               -----------      -----------      -----------      -----------
Net loss from continuing operations for the period                     445              770            3,983           26,970
Loss from discontinued operations                                       --               --               --               92
                                                               -----------      -----------      -----------      -----------
Net loss                                                       $       445      $       770      $     3,983      $    27,062
                                                               ===========      ===========      ===========      ===========
Basic and diluted net loss per share from continuing
    operations                                                 $      0.02      $      0.03      $      0.14
                                                               ===========      ===========      ===========
Basic and diluted net loss per share from discontinued
    operations                                                 $        --      $        --      $        --
                                                               ===========      ===========      ===========
Weighted average number of shares used in computing
    basic and diluted net loss per share                        27,582,114       27,576,910       27,580,571
                                                               ===========      ===========      ===========
</TABLE>

                                      -2-
<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 and per 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                                                     --            --            --             --            (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, net of
   $ 176 of cash issuance expenses               1,767,200          *)--         2,033             --            --          2,033
Stock issued for cash related to PPM2,net of
   $ 517 of cash issuance expenses               3,142,858             1         4,983             --            --          4,984
Stock based compensation related to warrants
   granted to service providers                         --            --        11,429             --            --         11,429
Amortization of stock based compensation
   related to options granted to employees
   and directors                                        --            --         1,130             --            --          1,130
Compensation related to stock granted to
   service providers and to employees            3,067,090          *)--         7,366             --            --          7,366
Deferred stock based compensation                       --            --           163           (163)           --             --
Exercise of options                              1,543,766          *)--            --             --            --           *) -
Net loss                                                --            --            --             --       (22,529)       (22,529)
                                                ----------    ----------    ----------     ----------    ----------     ----------
Balance as of July 31, 2004                     27,556,914             3        27,197           (163)      (22,634)         4,403
Deferred stock based compensation                       --            --            44            (44)           --             --
Stock based compensation related to warrants
   granted to investors                                 --            --         1,980             --            --          1,980
   Warrants granted to Yeda and to service
     providers                                          --            --          (362)            --            --           (362)
Amortization of stock based compensation
   related to options granted to employees
   and directors                                        --            --            --            176            --            176
Exercise of options                                 25,200          *)--            --             --            --             --
Net loss                                                --            --            --             --        (3,983)        (3,983)
                                                ----------    ----------    ----------     ----------    ----------     ----------
Balance as of July 31, 2005                     27,582,114             3        28,859            (31)      (26,617)         2,214
Deferred stock based compensation                       --            --            (6)             6            --             --
Warrants granted to Yeda and to service
   providers                                            --            --           (15)            --            --            (15)
Amortization of stock based compensation
   related to options granted to employees
   and directors                                        --            --            12             --            --             12
Net loss                                                --            --            --             --          (445)          (445)
                                                ----------    ----------    ----------     ----------    ----------     ----------
Balance as of October 31, 2005                  27,582,114    $        3    $   28,850     $      (25)   $  (27,062)    $    1,766
                                                ==========    ==========    ==========     ==========    ==========     ==========
</TABLE>

*) Represents an amount lower than $ 1.

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 CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands

<TABLE>
<CAPTION>
                                                                                                               From May 31, 2000
                                                                         Three months ended                     (inception date)
                                                                            October 31,            Year ended       through
                                                                      -----------------------        July 31,     October 31,
                                                                        2005           2004           2005           2005
                                                                      --------       --------       --------       --------
                                                                             Unaudited                             Unaudited
                                                                      -----------------------                      --------
<S>                                                                   <C>            <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                                           $   (445)      $   (770)      $ (3,983)      $(27,062)
   Adjustments required to reconcile net loss to net cash used
      in operating activities:
     Depreciation                                                            2              3             14             19
     Expenses (income) related to warrants granted to Yeda and
        to service providers                                                (9)            (7)          (362)        11,058
     Expenses related to options granted to employees and
        directors                                                            6            161            176          1,312
     Expenses related to shares and warrants granted to service
        providers and compensation to investors                             --             --          1,980          9,346
     Decrease (increase) in prepaid expenses and other current
        assets                                                              17              5            (28)          (248)
     Increase (decrease) in trade payables                                  (1)            17            (16)             4
     Increase (decrease)  in other accounts payable and accrued
        expenses                                                           (24)            97            157            636
     Increase (decrease)  in accrued severance pay, net                     (1)             1              6              9
                                                                      --------       --------       --------       --------
Net cash used in continuing operating activities                          (455)          (493)        (2,056)        (4,926)
Net cash provided by discontinued operating activities                      --             --             --             75
                                                                      --------       --------       --------       --------
Total net cash used in operating activities                               (455)          (493)        (2,056)        (4,851)
                                                                      --------       --------       --------       --------
Cash flows from investing activities:
   Sales of property and equipment                                          --             --              9              9
   Purchase of property and equipment                                       --             (4)            (6)           (47)
                                                                      --------       --------       --------       --------
Net cash provided by (used in) continuing investing activities              --             (4)             3            (38)
Net cash used in discontinued investing activities                          --             --             --            (15)
                                                                      --------       --------       --------       --------
Total net cash provided by (used in) investing activities                   --             (4)             3            (53)
                                                                      --------       --------       --------       --------
Cash flows from financing activities:
   Issuance of shares and warrants, net                                     --            *--            *--          7,017
   Receipts on account of shares                                            --             --             --             --
   Restricted cash                                                          (5)            --             --             (5)
                                                                      --------       --------       --------       --------
Net cash provided by (used in) continuing financing activities              (5)            --             --          7,012
Net cash provided by (used in) discontinued financing activities            --             --             --             35
                                                                      --------       --------       --------       --------
Total net cash provided by financing activities                             (5)            --             --          7,047
                                                                      --------       --------       --------       --------
Increase (decrease) in cash and cash equivalents                          (460)          (497)        (2,053)         2,143
Cash and cash equivalents at beginning of period                         2,603          4,656          4,656             --
                                                                      --------       --------       --------       --------
Cash and cash equivalents at end of period                            $  2,143       $  4,159       $  2,603       $  2,143
                                                                      ========       ========       ========       ========
Non-cash financing activity:
   Licenses purchased against notes payable                           $     --       $     --       $     --       $     28
                                                                      ========       ========       ========       ========
</TABLE>

*) Represents an amount lower than $ 1.

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

                                      -4-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 1:- GENERAL

            a.    Tissera Inc. ("the Company") was incorporated under the laws
                  of the State of Washington on May 31, 2000. The Company is in
                  the development stage. The Company is engaged in developing
                  and testing organ transplantation therapies based on an
                  approach employing organ-specific precursor tissues.

            b.    The accompanying unaudited interim consolidated financial
                  statements have been prepared as of October 31, 2005 and for
                  the three months then ended, in accordance with accounting
                  principles generally accepted in the United States relating to
                  the preparation of financial statements for interim periods.
                  Accordingly, they do not include all the information and
                  footnotes required by generally accepted accounting principles
                  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 three-month period
                  ended October 31, 2005 are not necessarily indicative of the
                  results that may be expected for the year ending July 31,
                  2006.

                  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. Yeda is entitled
                  to cancel the agreement under certain conditions determined in
                  the agreement (see Note 2). The Company currently bases its
                  entire operations on the license provided from Yeda. Should
                  Yeda terminate the agreement with the Company, the Company
                  will not be able to continue its current research operations.

            c.    Going concern considerations:

                  The Company's ability to continue to operate as a going
                  concern is dependent on 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 Company is in the development stage and, as
                  such, has incurred recurring operating losses, has generated
                  an accumulated deficit and has a negative cash flow from
                  operating activities. 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
                  obtaining 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 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 and thus will
                  have to cease or delay development projects until it is able
                  to obtain sufficient financing. There can be no assurance that
                  additional funds will be available on terms acceptable to the
                  Company, or at all.

                  These conditions raise substantial doubt about the Company's
                  ability to continue to operate as a going concern. 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 this
                  uncertainly.


                                      -5-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 1:- GENERAL (Cont.)

            d.    Risk factors:

                  The Company depends on Yeda to conduct its research and
                  development activities. As discussed in Note 2, the research
                  services are to be provided until April 2006. Thereafter, the
                  Company will have to negotiate for new research services to be
                  received, whether, from Yeda or from other service providers.
                  If Yeda fails to provide the research services or is unwilling
                  to continue to provide research services after April 2006 at
                  terms that are acceptable to the Company, the Company may be
                  required to seek alternative sources of research services. A
                  change in service provider could result in delays in the
                  research activities, increase in expenses and could adversely
                  affect the Company's results of operations and cashflows. In
                  addition, as discussed in Note 2, Yeda may terminate the
                  research and license agreement ("the agreement") under certain
                  conditions.

NOTE 2:- RESEARCH AND LICENSE AGREEMENT

                  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 (the commercialization company
                  of Yeda). The research relates to an invention comprising
                  methods of organ transplantation utilizing developing nephric
                  tissue. The license that was 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.
                  Currently, the Company complies with all of the terms of 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 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 3,010,699 and 3,612,839, respectively (the
                  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). 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) October 7, 2013. As of the balance sheet date, 1,421,160
                  of the Company's shares of Common stock are underlying the
                  warrants. The warrants shall be exercisable on a cashless
                  basis.

                  Until February 2005, the terms of certain warrants had not yet
                  been agreed upon by the parties, as required by the original
                  agreement. On February 24, 2005, the Company and Yeda came to
                  an agreement regarding the terms of the warrants, which were
                  issued in March 2005.

                                      -6-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 2:- RESEARCH AND LICENSE AGREEMENT (Cont.)

                  In addition, a development program that the Company was
                  required to submit to Yeda was not delivered on time. The
                  Company received Yeda's consent for the deferral of the
                  program's submission until September 2005, at which date the
                  development program was a submitted. To date all required
                  reports have been submitted to Yeda.

                  Since the license is used for research and development
                  activities and no alternative use exists for the license, the
                  cost of the license was recorded as research and development
                  (income) expenses in the amount of $ (156) and $ 225 for the
                  year ended July 31, 2005 and $ 0 for the three months ended
                  October 31, 2005. 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's shares for
                  a nominal consideration, totaling 1,558,896 shares of Common
                  stock.

                  Prior to the actual issuance of the warrants, the value of the
                  warrants for recording the research and development expenses
                  was 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.

                  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 shall also pay 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
                  year and third year of research, an annual amount which shall
                  be not less than $ 900 and not more than $ 1,000, to be
                  determined by mutual agreement of the parties no later than 30
                  days prior to the commencement of the relevant year. The
                  amounts are paid 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 and third year of the research period, then the
                  research budget for such year shall be $ 900 and Yeda shall
                  procure for the Company the performance of research for such
                  reduced amount.

                  In July 2004, the Company signed a first addendum to the
                  agreement with Yeda and committed to pay Yeda an amount of $
                  900 in respect of the second year of the research period. In
                  September 2005, the Company signed a second addendum to the
                  agreement with Yeda and committed to pay Yeda an amount of $
                  900 in respect of the third year of the research period.


                                      -7-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 2:- RESEARCH AND LICENSE AGREEMENT (Cont.)

                  The Company undertook to make its best efforts 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 the 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 3:- SIGNIFICANT ACCOUNTING POLICIES

                  a.    The significant accounting policies applied in the
                        consolidated financial statements as of October 31,
                        2005, are consistent with those applied in the
                        consolidated financial statements as of July 31, 2005.

                        These financial statements should be read in conjunction
                        with the audited annual financial statements of the
                        Company as of July 31, 2005 and their accompanying
                        notes.

                  b.    Accounting for share-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
                        share options. Under APB-25, when the exercise price of
                        the Company's share options is less than the market
                        price of the underlying shares at 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 the three months ended
                        October 31, 2005 and 2004: weighted average volatility
                        of 2.08%, risk-free interest rates of 3.94%, dividend
                        yields of 0% and a weighted-average expected life of the
                        options of 7.03 years, respectively.


                                      -8-
<PAGE>

                                                                    TISSERA INC.
                                                     (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:- 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
                                                                                                       October 31,
                                                                                                  ---------------------
                                                                                                     2005          2004
                                                                                                  -------       -------
<S>                                                                                               <C>           <C>
                  Net loss as reported                                                            $   445       $   770

                  Deduct: share-based employee compensation expense included in reported net
                     loss in accordance with APB-25                                                    (6)         (161)
                  Add: stock-based employee compensation expense determined under fair value
                     method                                                                           257         8,459
                                                                                                  -------       -------

                  Pro forma net loss                                                              $   696       $ 9,068
                                                                                                  =======       =======

                  Pro forma net loss per share (basic and diluted)                                $  0.25       $  0.33
                                                                                                  =======       =======

                  Net loss per share (basic and diluted) as reported                              $  0.02       $  0.03
                                                                                                  =======       =======
</TABLE>

                  c.    Impact of recently issued accounting standards:

                        On December 16, 2004, the Financial Accounting Standards
                        Board (FASB) issued FASB Statement No. 123 (revised
                        2004), "Share-Based Payment" ("Statement 123(R)"), which
                        is a revision of FASB Statement No. 123, "Accounting for
                        Stock-Based Compensation". Statement 123(R) supersedes
                        APB 25, and amends FASB Statement No. 95, "Statement of
                        Cash Flows". Generally, the approach in Statement 123(R)
                        is similar to the approach described in Statement 123.
                        However, Statement 123(R) requires all share-based
                        payments to employees, including grants of employee
                        stock options, to be recognized in the income statement
                        based on their fair values. Pro forma disclosure is no
                        longer an alternative. The new Standard will be
                        effective for the Company in the first interim period
                        beginning after August 1, 2006.

                        As permitted by Statement 123, the Company currently
                        accounts for share-based payments to employees using APB
                        25's intrinsic value method. Accordingly, the adoption
                        of Statement 123(R)'s fair value method will have a
                        significant impact on the Company's results of
                        operations, although it will have no impact on the
                        Company overall financial position. The impact of the
                        adoption of Statement 123(R) cannot be predicted at this
                        time because it will depend on levels of share-based
                        payments granted in the future. However, had the Company
                        adopted Statement 123(R) in prior periods, the impact of
                        that standard would have approximated the impact of
                        Statement 123 as described in the disclosure of pro
                        forma net loss and loss per share above in b.

                        In March 2005, the SEC issued Staff Accounting Bulletin
                        No. 107 ("SAB 107") to give guidance on implementation
                        of Statement 123R.. The Company will consider SAB 107 in
                        implementing Statement 123R.


                                      -9-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 4:- COMMITMENTS AND CONTINGENCIES

                  a.    The Company's subsidiary a obtained bank guarantee in
                        the amount of $ 5 to secure a rent agreement. The
                        Company has pledged $ 5 to secure the bank guarantee.

                  b.    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 is
                        entitled to payments totaling approximately $ 78 upon
                        termination of employment with the Company. On December
                        21, 2004, a claim against the Company was submitted to
                        the Labor Court by the Former CEO for a payment of
                        approximately $ 121 (NIS 564 thousand) in respect of
                        payments allegedly due to her. The Company has filed a
                        statement of defense against the Former CEO's claim. The
                        Company's management and its legal advisors are of the
                        opinion that the Company has good defense arguments
                        against the claim. As of July 31, 2005, a provision in
                        the amount of $ 100, in respect of net salary expenses
                        was recorded under operating expenses, with respect to
                        the Former CEO.

                  c.    1.    On June 5, 2005, the former CEO submitted to the
                              Company a third party notice by which the Company
                              was informed that the former CEO was the
                              beneficiary of 397,000 shares of Common stock, $
                              0.0001 par value issued to service providers on
                              January 15, 2004 for services. The fair value of
                              the shares in the amount of $ 834 was recorded
                              under general and administrative expenses at the
                              grant date.

                        2.    On November 4, 2004, the Board of Directors has
                              questioned the procedures according to which a
                              bonus in the amount of $ 110 was granted to the
                              Former CEO in March 2004 and decided to cancel the
                              bonus and to demand that the Former CEO return the
                              bonus. The bonus amount was recorded under
                              accounts receivable, and was fully provided to
                              expenses as a doubtful debt.

                        3.    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 tax authorities, in respect of the exercise
                              of options. Based on a preliminary discussion with
                              the income tax authorities and consultations, the
                              Company recorded a liability to the tax
                              authorities in the amount of $ 269. A
                              corresponding receivable from the Former CEO
                              totaling $ 269 was recorded and fully provided as
                              a doubtful account as of July 31, 2004.

                        4.    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 financial statements, nor was any
                              compensation expense recorded in respect of these
                              warrants.

                        5.    The Company filed a counter claim against its
                              Former CEO in the amount of approximately $ 2,023
                              (NIS 9,405 thousand) which includes, inter alia,
                              the issues described in 1-4 above. The Company's
                              management and its legal advisors are of the
                              opinion that the Company has a reasonably good
                              assertion in its counter claim.

                                      -10-
<PAGE>

                                                                    TISSERA INC.
                                                     (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 4:- COMMITMENTS AND CONTINGENCIES (Cont.)

                  d.    On July 11, 2005, the former CEO submitted to the
                        Company a letter claiming that the Company included in
                        its Form 10-QSB filed on June 24, 2005 slanderous
                        allegations regarding the former CEO. The former CEO
                        demanded a retraction and asserted damages of at least $
                        23. The Company's management denies the claim.

                  e.    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 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 incorrect. In November 2004,
                        the Company's Board of Directors decided to amend 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 the financial statements are based on the revised
                        calculation.

                  f.    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 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),
                        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 denies the assertions that may imply to the
                        Company's responsibility and as a result, no provision
                        was recorded in the financial statements.

NOTE 5:- STOCK CAPITAL

                  a.    On October 27, 2005, the Company's board of Directors
                        decided to amend the exercise price of 473,445 warrants
                        previously granted to two directors, from $ 1 to $ 0.3
                        per share. The warrants are exercisable to Common stock
                        on a cashless basis.

                  b.    In 2004 the Company granted two finders involved with
                        the Company's first PPM, 93,480 fully vested warrants,
                        exercisable until May 2005. On October 27, 2005 the
                        Company's Board of Directors has prolonged the warrants
                        exercise period until May 2006 at no consideration.

                        The Company has recorded the benefit totaling $10 in
                        general and administrative expenses.

                               - - - - - - - - - -


                                      -11-

<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 will involve harvesting embryonic mammalian tissue at the
optimal gestational stage after which stem cells commit to becoming
organ-specific precursor tissues and transplanting them in human recipients. The
optimal windows for embryonic tissue transplantation have been 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.

                                      -12-
<PAGE>

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
three 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.

As part of the Research and License Agreement, the Company issued to Yeda on
February 24, 2005 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 3,010,699
and 3,612,839, 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

                                      -13-
<PAGE>


hereof. 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     October 17, 2013.

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 paid an amount of US
            $900,000 of which $225,000 was paid on April 23, 2004; $225,000 was
            paid on July 8, 2004; $225,000 was paid on October 8, 2004; and
            $225,000 was paid on January 10, 2005.

      o     with regard to the third year of the research period, we will pay an
            amount of US $900,000 per year, in four equal three monthly
            non-refundable installments, payable in advance at the beginning of
            each three month period during such year, according to a second
            addendum providing for the third year of research which has been
            signed by both parties. With the regard of the third year of
            research an amount of $225,000 was paid on April 18, 2005; $225,000
            was paid on July 11, 2005; $225,000 was paid on October 12, 2005

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, and Yeda has given its consent for the deferral.
The September 2005 product development plan has been submitted to Yeda. 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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 COMPARED TO
THE THREE MONTHS ENDED OCTOBER 31, 2004

REVENUES AND COST 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 ending October 31, 2005 amounted to $461,000
compared to 774,000 October 31, 2004. This decrease in the operations expenses
is attributes mainly to a decrease in expenses related to options and warrants
granted to service providers, employees and to others which were 154,000 in the
quarter ended October 31. 2004 and decreased to (3,000) in the period ended
October 31. 2005.


                                      -14-
<PAGE>


The R&D expenses amounted to $296,000 in the quarter ended October 31. 2005
compare to 403,000 in the quarter ended October 31. 2004. This decrease in the
R&D expenses is attributes mainly to a decrease in expenses related to options
and warrants granted to employees and to others which were 74,000 in the quarter
ended October 31. 2004 and decreased to 0 in the quarter ended October 31. 2005.

Our general and administrative expenses decrease to $165,000 in the quarter
ending October 31, 2005 compare to 371,000 in the quarter ending October 31,
2004. The decrease in general and administrative expenses is attributed to a
decrease in costs related to warrants and shares granted to service providers
and to employees and directors which was $(3,000) for the quarter ended October
31, 2005 and $80,000 for quarter ended October 31, 2004. The General and
Administrative expenses were attributed mainly to costs related to warrants and
shares granted to service providers for services associated with the company
activities amounted to $80,000 in the quarter ending October 31, 2004 compare.
The rest of General and Administrative refers mainly to salaries, legal
expenses, audit expenses and directors and officers insurance.

FINANCIAL INCOME

We had net financial income in the amount of $19,000 for the quarter ended
October 31, 2005 compared to net financial income of $13,000 for the quarter
ended October 31, 2004. This is primarily a result from interest income on the
funds raised on March 2004 privet placement. The Company has invests its funds
in bank deposits that bear interest rates of approximately 3.% to 4.5% per
annum.

TAXES ON INCOME

We had a tax expense amounting to $3,000 the quarter ending October 31, 2005
compared to $9,000 October 31, 2004. The Tax expense is resulting from tax
liability of our wholly owned subsidiary Tissera Ltd. Our company has an
agreement with our subsidiary to which we will provide services related to our
Research and Development activities. We will reimburse Tissera Ltd. for expenses
on a cost plus 10% basis which creates a taxable income in our subsidiary.

NET LOSS

As a result of the above activities, we incurred a net loss of $445,000 for the
period ended October 31, 2005, as compared to a net loss of $770,000 for the
period ended October 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $2,143,000 as of October 31, 2005, compared
to 4,159,000 as of October 31, 2004. This decrease in Cash and Cash equivalents
is attributed to the Company need to finance its development activities from its
cash and cash equivalents. We had a working capital of $1,751,000 as of October
31, 2005, compared to $3,762,000 as of October 31, 2004. We plan to continue to
consume cash in our research and development activities by payments of salaries,
payments for services received from Yeda and other costs. We also plan to
continue finance our operations through a combination of private placement,
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.


                                      -15-
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


                                      -16-
<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 who participated in the Company's
            private placement of securities in March 2004, sent a letter to us
            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 who participated in the Company's
            private placement of securities in March 2004, sent a letter to the
            Company asserting the intention to bring a claim against the Company
            in the United States District Court for the Southern District of New
            York in the event that the Company did not reach an appropriate
            compromise The Company entered into a settlement agreement with this
            investor in March 2005 setting forth a final resolution to such
            issues;

      o     On September 7, 2004, certain shareholders demanded that Dr. Vicki
            Rabenou, the former Chief Executive Officer of the Company, repay
            the Company an amount totalling $1,074,000 (which is the value of
            the shares, that the Company issued as a result of Dr. Rabenou's
            cashless exercise of Dr. Rabenou's options, at the date of exercise
            thereof, and which were sold by Dr. Rabenou), claiming that Dr.
            Rabenou's exercise of the options was executed before the end of the
            vesting period. In addition, the above shareholders demanded that
            Dr. Rabenou compensate the Company in the amount of $645,000 for
            damages suffered pursuant to such exercise. The Company denies all
            elements of Dr. Rabenou's assertions regarding the Company's
            responsibility or liability with respect to the matter set forth
            above, and, as a result, no provision regarding the defrayal of such
            matters was recorded in the Company's financial statements; and

      o     On December 21, 2004, Dr. Rabenou, filed civil claim no. 10858/04 in
            the District Labor Court located in Tel Aviv Israel against the
            Company alleging that the Company owed Dr. Rabenou a sum of NIS
            564,140 (approximately $122,000) pursuant to the terms of her
            employment agreement. The Company recorded an expense in its
            operating expenses in the amount of $100,000, in respect of Dr.
            Rabenou's claim. Notwithstanding such recordation, the Company
            intends to vigorously contest Dr. Rabenou's claim. In addition to
            the Company's defense against such claim, the Company, has commenced
            a countersuit against Dr. Rabenou for sums that the Company believes
            to be owed to the Company by Dr. Rabenou for certain actions,
            described below, taken by Dr. Rabenou during the course of her
            tenure as CEO. The Company has, to this end, both filed a motion
            against Dr. Rabenou's claim, with the District Labor Court, and
            filed a counterclaim against Dr. Rabenou in the amount of NIS
            9,405,491 (approximately $2,023,000) in such court. The bulk of the
            Company's claims against Dr. Rabenou concern the actions taken by


                                      -17-
<PAGE>

            Dr. Rabenou on January 15, 2004, when Dr. Rabenou, in her former
            capacity as our CEO, presented a proposal to the Company's Board of
            Directors to issue a total of 2,677,000 shares in the Company to a
            number of specified entities and individuals set forth in such
            proposal, in consideration for the performance of certain services
            by such entities. The proposed share issuance was approved by the
            Board of Directors based on Dr. Rabenou's recommendation as to its
            propriety. One of the entities to which shares were issued pursuant
            to this meeting was a company named BioGreen Ltd. ("BioGreen"),
            which was issued 397,000 shares (the "BioGreen Shares"). The
            issuance of the BioGreen Shares gave rise to a Company expense in
            the amount of $833,700. After Dr. Rabenou resigned, the Company
            commenced an internal investigation into all corporate actions taken
            during Dr. Rabenou's tenure as CEO. During the course such review,
            Company management determined that it was unable to track and
            properly identity the services that BioGreen had provided to the
            Company. Dr. Rabenou did not cooperate with the Company's efforts to
            identify such services; and the Company believes that its inability
            to determine the scope of BioGreen's services was derived from Dr.
            Rabenou's failure in such respect. In fact, the Company contacted
            Dr. Rabenou several times seeking information and answers concerning
            BioGreen, both directly and through its auditors and lawyers, to no
            avail. Dr. Rabenou refused to answer or to offer any explanations on
            this matter. As a result of the damages that the Company believes
            that it incurred pursuant to such lapse, the Company filed a counter
            claim in the Tel Aviv Labor Court against Dr. Rabenou, seeking
            compensation for damages derived from the BioGreen Share issuance.
            Dr. Rabenou has refused to provide an explanation for her actions.
            In response to the Company's counterclaim, Dr. Rabenou filed a reply
            brief within which she asserted that she assigned her right to the
            BioGreen Shares to an unnamed offshore company incorporated in the
            Bahamas. The Company believes that such unnamed entity is BioGreen.
            None of the defenses or mitigating factors alleged by Dr. Rabenou in
            her reply brief were disclosed by Dr. Rabenou to the Board of
            Directors during the Board of Directors' meeting, held on or around
            January 15, 2004, wherein the Board of Directors authorized the
            BioGreen Share issuance. The Company initially set forth the above
            allegations within its Form 10-QSB filed for the quarter ended April
            30, 2005. Subsequent to the filing of the Form 10-QSB, we were
            contacted by Dr. Rabenou's legal counsel claiming that the Company's
            statements regarding Dr. Rabenou in its Form 10-QSB were libelous
            towards D. Rabenou, threatening legal action if such statements were
            not withdrawn, and, to such end, claiming damages of approximately
            $23,000 related to such alleged libel. The Company vehemently
            disputes the analysis of Dr. Rabenou's legal counsel, believes that
            any claims for compensation in such respect are baseless, and has no
            intention to revoke any of its statements regarding its relationship
            with Dr. Rabenou from its Form 10-QSB. The Company is evaluating and
            intends to continue its evaluation of all legal implications related
            to or derived from its relationship with Dr. Rabenou.


                                      -18-
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS,

None.

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

(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.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report, for the Quarter ended October 31, 2005 has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.


                                            TISSERA, INC.

Dated: December 15, 2005   By:              /s/ Amos Eiran
                                            -----------------------------------
                                            Amos Eiran
                                            Acting Chief Executive Officer


Dated: December 15, 2005   By:              /s/ Alex Werber
                                            -----------------------------------
                                            Alex Werber
                                            Chief Financial Officer


                                      -19-