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

                     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, 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: +972-36344107

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 30, 2004, the registrant had 27,556,914. 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                                                             22

SIGNATURES                                                                    23



                                       2
<PAGE>

                                  TISSERA INC.

                           (FORMERLY: BERT LOGIC INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                             AS OF OCTOBER 31, 2004

                                 IN U.S. DOLLARS

                                    UNAUDITED

                                      INDEX

                                                                         PAGE
                                                                       -------

BALANCE SHEETS                                                            2

STATEMENTS OF OPERATIONS                                                  3

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)                4

STATEMENTS OF CASH FLOWS                                                  5

NOTES TO FINANCIAL STATEMENTS                                           6 - 11

                              - - - - - - - - - - -

<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                               OCTOBER 31,       JULY 31,
                                                                                 2004             2004
                                                                               ----------        --------
                                                                               UNAUDITED
                                                                               ----------
<S>                                                                             <C>              <C>
     ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                                   $  4,159         $  4,656
    Prepaid expenses and other current assets                                        241              237
                                                                                --------         --------

 Total current assets                                                              4,400            4,893
                                                                                --------         --------

 SEVERANCE PAY FUND                                                                   15                8
                                                                                --------         --------

 PROPERTY AND EQUIPMENT, NET                                                          30               38
                                                                                --------         --------

 Total assets                                                                   $  4,445         $  4,939
                                                                                ========         ========

     LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
    Trade payables                                                              $     38         $     21
    Other accounts payable and accrued expenses                                      600              503
                                                                                --------         --------

 Total current liabilities                                                           638              524
                                                                                --------         --------

 ACCRUED SEVERANCE PAY                                                                20               12
                                                                                --------         --------

 Total liabilities                                                                   658              536
                                                                                --------         --------

 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, 2004 and
          July 31, 2004; Issued and outstanding: 27,582,114 and
          27,556,914 of October 31, 2004 and July 31, 2004, respectively               3                3
         Preferred stock of $ 0.0001 par value each -
          Authorized: 20,000,000 shares as of October 31, 2004 and
        July 31, 2004; Issued and outstanding: 0 shares as of
        October 31, 2004 and July 31, 2004                                            --               --
    Additional paid-in capital                                                    27,273           27,197
    Deferred stock based compensation                                                (85)            (163)
    Deficit accumulated during the development stage                             (23,404)         (22,634)
                                                                                --------         --------

 Total stockholders' equity                                                        3,787            4,403
                                                                                --------         --------

 Total liabilities and stockholders equity                                      $  4,445         $  4,939
                                                                                ========         ========
</TABLE>

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


                                     - 2 -
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                                                          FROM
                                                                                                                      MAY 31, 2000
                                                                     THREE MONTHS ENDED OCTOBER                        (INCEPTION
                                                                                31,                   YEAR ENDED      DATE) THROUGH
                                                                   -----------------------------       JULY 31,        OCTOBER 31,
                                                                       2004             2003             2004             2004
                                                                   ------------     ------------     ------------      ------------
                                                                             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 $ 74 and $1,543 for the three
      months ended October 31, 2004 and 2003, respectively
      and $ 11,579 for the year ended July 31, 2004)               $        403     $      2,079     $     13,039      $     13,442
                                                                   ------------     ------------     ------------      ------------

   General and administrative (including cost related to
      warrants, options and shares granted to service
      providers, employees and directors in the amount of
      $80 and $923 for the three months ended October 31,
      2004 and 2003, respectively and $ 8,346 for the year
      ended July 31, 2004)                                                  371            1,145            9,482             9,853
                                                                   ------------     ------------     ------------      ------------

                                                                            774            3,224           22,521            23,295
Financial income, net                                                        13                1                2                15
                                                                   ------------     ------------     ------------      ------------

Loss from continuing operations for the period                              761            3,223           22,519            23,280
Income taxes                                                                  9               --               23                32
                                                                   ------------     ------------     ------------      ------------

Net loss from continuing operations for the period                          770            3,223           22,542            23,312

Loss (income) from discontinued operations                                   --              (13)             (13)               92
                                                                   ------------     ------------     ------------      ------------

Net loss                                                           $        770     $      3,210     $     22,529      $     23,404
                                                                   ============     ============     ============      ============

Basic and diluted net loss per share from continuing
   operations                                                      $       0.03     $       0.18      $       1.04
                                                                   ============     ============      ============

Basic and diluted net loss per share from
   discontinuing operations                                                  --               --               --
                                                                   ============     ============      ============

Weighted average number of shares used in computing
   basic and diluted net loss per share                              27,576,910       18,036,000       21,787,629
                                                                   ============     ============      ============
</TABLE>

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


                                     - 3 -
<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, net of $ 176 in issuance
  expenses                                   1,767,200              *)--         2,033            --              --         2,033
Stock issued for cash related to
  PPM2,net of $ 517 in 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                   --                --           (78)           78              --            --
Stock based compensation related
  to warrants granted  to service
  providers                                         --                --            (7)           --              --            (7)
Amortization of stock based
  compensation related to options
  granted to employees and
  directors                                         --                --           161            --              --           161
Exercise of options                             25,200              *)--            --            --              --          *)--
Net loss                                            --                --            --            --            (770)         (770)
                                            ----------        ----------    ----------    ----------      ----------    ----------

Balance as of October 31, 2004              27,582,114        $        3    $   27,273    $      (85)     $  (23,404)   $    3,787
                                            ==========        ==========    ==========    ==========      ==========    ==========
</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)

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                                                  FROM
                                                                                                               MAY 31, 2000
                                                               THREE MONTHS ENDED OCTOBER                       (INCEPTION
                                                                           31,                  YEAR ENDED     DATE) THROUGH
                                                              -----------------------------      JULY 31,       OCTOBER 31,
                                                                2004             2003             2004             2004
                                                              --------         --------         --------         --------
                                                                      UNAUDITED                                  UNAUDITED
                                                              --------------------------                         --------
<S>                                                           <C>              <C>              <C>              <C>
Cash flows from operating activities:
  Net loss                                                    $   (770)        $ (3,210)        $(22,529)        $(23,404)
  Adjustments required to reconcile net loss to net
     cash used in operating activities:
    Depreciation                                                     3               --                3                6
    Expenses (income) related to warrants granted to
      service providers                                             (7)           2,466           11,429           11,422
    Expenses related to options granted to employees
      and directors                                                161               --            1,130            1,291
    Expenses related to shares granted to service
      providers                                                     --               --            7,366            7,366
    Decrease (increase) in prepaid expenses and other
      current assets                                                 5               (9)            (237)            (232)
    Increase in trade payables                                      17               --               21               38
    Increase in other accounts payable and accrued
      expenses                                                      97              113              503              600
    Increase in accrued severance pay, net                           1                1                4                5
                                                              --------         --------         --------         --------

Net cash used in continuing operating activities                  (493)            (639)          (2,310)          (2,908)
Net cash provided by (used in) discontinued operating
  activities                                                        --              (10)             (15)              75
                                                              --------         --------         --------         --------

Total net cash used in operating activities                       (493)            (649)          (2,325)          (2,833)
                                                              --------         --------         --------         --------

Cash flows from investing activities:
Purchase of property and equipment                                  (4)              --              (41)             (45)
                                                              --------         --------         --------         --------

Net cash used in continuing investing activities                    (4)              --              (41)             (45)
Net cash used in discontinued investing activities                  --               --               --              (15)
                                                              --------         --------         --------         --------

Total net cash used in investing activities                         (4)              --              (41)             (60)
                                                              --------         --------         --------         --------

Cash flows from financing activities:
Issuance of shares and warrants, net                              *)--               --            7,017            7,017
Receipts on account of shares                                       --            1,102               --               --
                                                              --------         --------         --------         --------

Net cash provided by continuing financing activities                --            1,102            7,017            7,017
Net cash provided by discontinued financing activities              --               --               --               35
                                                              --------         --------         --------         --------

Total net cash provided by financing activities                     --            1,102            7,017            7,052
                                                              --------         --------         --------         --------

Increase (decrease) in cash and cash equivalents                  (497)             453            4,651            4,159
Cash and cash equivalents at beginning of period                 4,656                5                5               --
                                                              --------         --------         --------         --------

Cash and cash equivalents at end of period                    $  4,159         $    458         $  4,656         $  4,159
                                                              ========         ========         ========         ========
</TABLE>

*) Represents an amount lower than $ 1.

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


                                     - 5 -
<PAGE>

                                                 TISSERA INC. AND ITS SUBSIDIARY
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO 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. 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, 2004 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, 2004 are not necessarily indicative of the results
            that may be expected for the year ended July 31, 2005.

            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. As
            of January 5, 2005, Yeda is entitled to cancel 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:

            1.    The Company faces a possible loss of a key license (see Note
                  2), and adverse legal proceeding. In the event that the
                  Company loses its license, or will be required to pay damages
                  to the investors, the Company's ability to continue to operate
                  as a going concern is questionable.

            2.    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 process of developing commercial products
                  will require significant additional expenditures for research
                  and development, 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 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, in
                  the event that new financing is not obtained, the Company will
                  likely reduce general and administrative expenses and 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.


                                     - 6 -
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

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

      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 2,315,139 and 2,771,937, 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) 10 years after the date on which the
      agreement is signed. As of the balance sheet date, 1,421,160 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 warrants will be
      issued soon, and that Yeda will not terminate the license.

      The Company had applied to Yeda for the deferral of the submission of its
      development program in accordance with the agreement, and has not yet
      received Yeda's response.

      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, in the amount of $670, was recorded as
      research and development expenses. The fair value of the warrants was
      determined based on the number of share 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 1,558,896 shares of Common
      stock.

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


                                     - 7 -
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

NOTE 2:- RESEARCH AND LICENSE AGREEMENT (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 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 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.

      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, 2004 are consistent with
            those applied in the consolidated financial statements as of July
            31, 2004.

            These financial statements should be read in conjunction with the
            audited annual financial statements of the Company as of July 31,
            2004 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 on the date of grant, compensation expense
            is recognized over the option's vesting period.


                                     - 8 -
<PAGE>


                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

            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 129%, risk-free interest rates of 2.45%,
            dividend yields of 0% and a weighted-average expected life of the
            options of five years.

            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,
                                                                                 ------------------------------
                                                                                    2004            2003
                                                                                   -------         -------
<S>                                                                                <C>             <C>
            Net loss as reported                                                   $   770         $ 9,754

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

            Pro forma net loss                                                     $ 9,068         $ 9,754
                                                                                   =======         =======
                                                                                   =======         =======

            Pro forma net loss per share (basic and diluted)                       $    --         $  0.54
                                                                                   =======         =======
</TABLE>

      c.    Impact of recently issued accounting standards:

            On December 16, 2004, the Financial Accounting Standards Board
            (FASB) issued Statement No. 123 (revised 2004), Share-Based Payment
            ("Statement 123R"), which is a revision of FASB Statement No. 123,
            Accounting for Stock-Based Compensation ("Statement 123").
            Generally, the approach in Statement 123(R) is similar to the
            approach described in Statement 123. However, Statement 123
            permitted, but does not require, share-based payments to employees
            to be recognized based on their fair values while Statement 123(R)
            requires all share-based payments to employees to be recognized
            based on their fair values. Statement 123R also revises, clarifies
            and expands guidance in several areas, including measuring fair
            value, classifying an award as equity or as a liability and
            attributing compensation cost to reporting periods. The new standard
            will be effective for the Company in the first interim period
            beginning after December 15, 2005. The adoption of Statement 123R is
            expected to have a significant effect on the Company's results of
            operations.

NOTE 4:- COMMITMENTS AND CONTINGENCIES

      a.    On August 12, 2004, the Company received a demand from a broker for
            the payment of $ 44 in respect of his services related to the
            Company's capital raising. The Company's management and its legal
            advisors are of the opinion that the Company has good defense
            arguments and, the Company has recorded in the financial statements
            $ 10 in respect of the above demand.


                                     - 9 -
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

NOTE 4:- COMMITMENTS AND CONTINGENCIES (CONT.)

      b.    (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.

                  On December 21, 2004, a claim against the Company was
                  submitted to the Israeli labor court by the Former CEO for a
                  payment of $ 125 in respect of payments allegedly due to her.
                  The Company management and its legal advisors are of the
                  opinion that the Company has good defense arguments against
                  the claim.

                  In a letter from December 23, 2004, the former CEO also imply
                  to felonious acts allegedly taken by the Company and its
                  shareholders, which were not detailed. The Company and its
                  legal advisors are not aware of any illegal act taken by the
                  Company, or such act the Company is involved with.

                  During the three months ended October 31, 2004, a provision in
                  the amount of $ 100, was recorded in operating expenses, in
                  respect of the Former CEO.

            (2)   On September 7, 2004, certain shareholders addressed in a
                  letter to the Company demanding the Former CEO to repay the
                  Company the amount of $ 1,074 (which is the market 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. Although the letter was
                  addressed to the Company, 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 liability of the Company and as a
                  result, no provision was recorded in the financial statements.

            (3)   On November 4, 2004, the Company's Board of Directors decided
                  to demand that the Former CEO to repay 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 recorded a liability
                  in the amount of $ 269 for the amount that the Company will
                  probably have to pay the Israeli tax authorities. The
                  corresponding receivable from the Former CEO totaling $ 269
                  was recorded and fully provided as a doubtful account as of
                  July 31, 2004.


                                     - 10 -
<PAGE>

                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

NOTE 4:- COMMITMENTS AND CONTINGENCIES (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. The later investor stated he was about to bring a lawsuit in
            the United States District Court for the Southern District of New
            York if settlement negotiations were not commenced and concluded
            without delay. The Company has commenced settlement negotiations
            related to 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
            settlement.

      d.    On October 4, 2004, the Company received a demand letter to execute
            a lease agreement that was allegedly verbally agreed for the
            Company's previous premises. Based on the opinion of the management
            and its legal advisors, the Company has reasonably good defense
            arguments and, as such, no provision was recorded in the financial
            statements.

NOTE 5:- STOCK CAPITAL

      a.    On August 31, 2004, 25,200 warrants were exercised into 25,200
            shares of Common stock by service providers at an exercise price of
            $ 0.01 per share.

      b.    Stock Option plan:

            As of November 29, 2004, the Company's board of directors adopted an
            option plan. Under the Company's stock option plan, the Company
            reserved for issuance up to 5,000,000 shares of its Common stock to
            be issued as stock option.

            Each option granted under the plan is exercisable for a period of 10
            years from the date of the grant of the option. The exercise price
            of the options granted under the plan shall be determined by the
            Company's compensation committee of the Board of Directors. The
            options that are cancelled or forfeited before expiration become
            available for future grant.

NOTE 6:- SUBSEQUENT EVENT

      a.    In November 2004, the Company signed an employment agreement with
            its new CEO, according to which, the CEO will be granted 1,500,000
            options to purchase 1,500,000 shares at an exercise price of $ 0.30
            per share. The options will vest over a period of two years.

      b.    On November 4, 2004, the Company's Board of Directors decided to
            grant to a member of its advisory board, 200,000 options to purchase
            200,000 shares of Common stock at an exercise price of $ 1 per share
            on a cashless basis. The options vest over a period of three years.

                               - - - - - - - - - -

                                     - 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 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.


                                       13
<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
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.

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


                                       14
<PAGE>

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, $225,000
            on July 8, 2004and $ 225,000 on August 10, 2004.

      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.

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.


                                       15
<PAGE>

RESULTS OF OPERATIONS - FISCAL PERIOD ENDED OCTOBER 31, 2004 COMPARED TO THE
FISCAL PERIOD ENDED OCTOBER 31, 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 ending October 31, 2004 amounted to $774
compared to $3,224 October 31, 2003. This decrease in the operating expenses is
attributable to a decrease in expenses related to options and warrants granted
to service providers, employees and to others, which were $2,466 for the three
months ended October 31, 2003 and decreased to $154 for the three months ended
October 31, 2004. The research and development expenses amounted to $403 in the
quarter ended October 31, 2004 compare to $2,079 in the quarter ended October
31, 2003. This decrease in the research and development expenses is attributes
to a decrease in expenses related to options and warrants granted to employees
and to others which were $1,543 in the quarter ended October 31,2003 and
decreased to $74 in the quarter ended October 31. 2004. We had general and
administrative expenses totaling $371 in the quarter ending October 31, 2004
compare to $1,145 in the quarter ending October 31, 2003. Certain General and
Administrative expenses were attributed to costs related to options, warrants
and shares granted to employees, directors and service providers for services
associated with the company activities, amounted to $80 in the quarter ending
October 31, 2004 compare to $923 in the quarter ending October 31, 2003. The
rest of General and Administrative refers mainly to salaries, legal expenses,
audit expenses and directors and officers insurance.

TAXES ON INCOME

For the quarter ended October 31, 2004, the Company has a tax expense amounting
to $9 resulting from tax liability of its subsidiary resulting from an agreement
between the Company and its subsidiary to which the subsidiary will provide
research, development and other services to the Company. The Company reimburse
its subsidiary for expenses on a cost plus 10% basis. The Company had no tax
expense for the quarter ended October 31, 2003.

(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 an Income of $13 in the period ending October 31, 2003.

NET LOSS

As a result of the above activities, we incurred a net loss of $770 for the
period ending October 31, 2004 as compared to a net loss of $3,210 for the
period ending October 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents were $4,159 as of October 31, 2004, compared to
$458 as of October 31, 2003. This increase is attributed to expenditures. This
increase is attributed to funds received from private placements conducted by
the Company.


                                       16
<PAGE>

We had a working capital of $3,762 as of October 31, 2004, compared to $348 as
of October 31, 2003. We plan to continue to finance our operations through a
combination of private placements from 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.

SIGNIFICANT TRANSACTIONS AND EVENTS (Q4)

Mr. Yaron Sagi a former employee of the Company was granted warrants to purchase
33,333 shares of common stock at $.30 per share. All warrants were vested. Mr.
Yaron Sagi is a shareholder of the Company.

On September 7, 2004 the Board of Directors of the Company appointed Amos Eiran
as the Chairman of the Board and as the Acting Chief Executive Officer. In
consideration for acting as a Board member and as the Acting Chief Executive
Officer, he will receive a monthly fee of $15,000. In the event that Mr. Eiran
shall resign as Acting CEO after a suitable replacement has been appointed, then
he will receive $10,000 per month for serving as the Chairman of the Board. The
Company will reimburse Mr. Eiran reasonable travel and other expenses incurred
by him in connection with the performance of his executive duties. Mr. Eiran is
also entitled to receive fully paid sick leave pursuant to Sick Pay law
5736-1976 in Israel and a recreation payment according to applicable law in
Israel, but not less than 10 recreation days a year. The Company granted Mr.
Eiran warrants to purchase 1,500,000 shares of common stock at an exercise price
of $0.30. 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.

On September 7, 2004, at a special meeting of the Board of Directors of Company,
a majority of the directors of the Company elected to terminate Dr. Vicki
Rabenou as the Chief Executive Officer of the Company. According to her
employment agreement, the former CEO shall be entitled to payments totaling
approximately $78,000, which will be recorded in the first and the second
quarters of 2005. In addition, on September 7, 2004, the board of directors
appointed Amos Eiran as the Chairman of the Board and as the Acting Chief
Executive Officer. In addition Dr. Vicki Rabenou has resigned as a director of
the Company pursuant to a resignation letter from Dr. Rabenou to the Board of
Directors of the Company dated September 20, 2004. In addition, Dr. Rabenou has
resigned as a director and Chief Executive Officer of Tissera, Ltd., a
wholly-owned subsidiary of the Company, pursuant to the resignation letter. Dr.
Rabenou's resignation in said capacities was effective on September 20, 2004.

         On November 4, 2004, the Board of Directors decided to cancel a former
bonus granted to the former CEO in March 2004, in the amount of $110,000. The
Company has submitted a letter to the former CEO demanding that the bonus be
repaid. The former CEO has not responded.


The former CEO was granted 2,267,046 options to purchase a total of 2,267,046
Common shares, out of which 270,000 options were exercised into 249,859 Common
shares on a cashless basis. In November 2004, the Company's Board of Directors
decided to amend the number of options granted to the former CEO to 2,042,551
options to purchase a total of 2,042,551 common shares, due to incorrect
calculations.

On September 7, 2004, certain shareholders demanded from the former CEO to repay
the Company the amount of $ 1,074,00 (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


                                       17
<PAGE>

assertions that may imply to its responsibility and, as a result, no provision
was recorded in the financial statements.

On November 4, 2004, the Company's Board of Directors decided to demand from the
former CEO to repay the Company the amount of withholding tax to be paid to the
Israeli Tax Authorities, in respect of the exercise of her options, totaling
$538,000.

The former CEO's brother, was granted 280,000 common shares of the Company. In
March 2004, the board granted him 280,000 warrants to purchase 280,000 common
shares upon 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.

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

On September 30, 2004, attorneys of an investor which participated in the
Company's private placement of securities in March 2004, sent a letter to the
Company claiming, among other things, that the investor was a victim of the
Company's misconduct. The investor stated 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
advised that it has commenced compromise negotiations with all of the investors
from the March 2004 private placement. Since the negotiations are in preliminary
stage, the company can not estimate at this stage the outcome of such
compromise.

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
a result, no provision was recorded in the financial statements.
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.

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.


                                       18
<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; and

      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; and

      o     The Company received a demand from a broker in relation to the
            Company's capital raising to receive $44,000 as a fee. The Company's
            management and its legal advisors, are of the opinion that the
            Company has good defense, the Company has recorded in the financial
            statements $ 10 in respect of the above demand.

      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. 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. During the three months ended October 31,
            2004, a provision in the amount of $ 100,000, was recorded in
            operating expenses, in respect of the Former CEO's claim.


                                       19
<PAGE>

ITEM 2. CHANGE IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

On November 29, 2004, the Board of Directors held a special meeting at which the
following were authorized:

      o     the creation of an audit committee of which Mr. Peretz Shmuel was
            appointed as the chairman of the audit committee. Mr. Meir Segev was
            also appointed as member of the audit committee; and

      o     adoption of an Option Plan.


ITEM 6. EXHIBITS

      Exhibit     Description

      4.1         Tissera, Inc. 2004 Global Share Option Plan

      10.1        Employment Agreement entered with Amos Eiran

      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.


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<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-QSB Report, for the Quarter ended October 31, 2004 has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.

Dated: January 18, 2005

                  TISSERA, INC.

                  By: /s/Amos Eiran
                      -------------------------
                      Amos Eiran
                      Acting Chief Executive Officer


Dated: January 18, 2005

                  By: /s/Alex Werber
                      -------------------------
                      Alex Werber
                      Chief Financial Officer


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