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

                     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 April 30, 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 June 10, 2005, the registrant had 27,582,114 shares of common stock
outstanding.

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

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

<PAGE>

Tissera, Inc.

INDEX

PART I.  FINANCIAL INFORMATION                                       PAGE NUMBER
                                                                     -----------
Item 1.  Financial statements
              (unaudited)

            Consolidated Balance Sheets                                    2

            Consolidated Statements of Operations                          3

            Consolidated Statements of Changes in Stockholders'
                Equity (Deficiency)                                        4

            Consolidated Statements of Cash Flows                          5

            Notes to Financial Statements                               6-12

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 FINANCIAL STATEMENTS

                              AS OF APRIL 30, 2005

                                 IN U.S. DOLLARS

                                    UNAUDITED

                                      INDEX

                                                                           Page
                                                                          ------

Consolidated Balance Sheets                                                 2

Consolidated Statements of Operations                                       3

Statements of Changes in Stockholders' Equity (Deficiency)                  4

Consolidated Statements of Cash Flows                                       5

Notes to Consolidated Financial Statements                                6 - 12

                               - - - - - - - - - -


                                     - 1 -
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                                                April 30,        July 31,
                                                                                                  2005             2004
                                                                                              ------------     ------------
                                                                                               Unaudited
                                                                                              ------------
<S>                                                                                           <C>              <C>
       ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                                  $      2,964     $      4,656
   Prepaid expenses and other current assets                                                           303              237
                                                                                              ------------     ------------

Total current assets                                                                                 3,267            4,893
                                                                                              ------------     ------------

SEVERANCE PAY FUND                                                                                      27                8
                                                                                              ------------     ------------

PROPERTY AND EQUIPMENT, NET                                                                             24               38
                                                                                              ------------     ------------

Total assets                                                                                  $      3,318     $      4,939
                                                                                              ============     ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Trade payables                                                                             $          6     $         21
   Other accounts payable and accrued expenses                                                         509              503
                                                                                              ------------     ------------

Total current liabilities                                                                              515              524
                                                                                              ------------     ------------

ACCRUED SEVERANCE PAY                                                                                   32               12
                                                                                              ------------     ------------

Total liabilities                                                                                      547              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 April 30, 2005 and July 31, 2004; Issued
             and outstanding: 27,582,114 and 27,556,914 as of April 30, 2005 and
             July 31, 2004, respectively                                                                 3                3
      Preferred stock of $ 0.0001 par value each -
          Authorized: 20,000,000 shares as of April 30, 2005 and July 31, 2004; Issued
             and outstanding: 0 shares as of April 30, 2005 and July 31, 2004                           --               --
   Additional paid-in capital                                                                       29,121           27,197
   Deferred stock based compensation                                                                   (30)            (163)
   Deficit accumulated during the development stage                                                (26,323)         (22,634)
                                                                                              ------------     ------------

Total stockholders' equity                                                                           2,771            4,403
                                                                                              ------------     ------------

Total liabilities and stockholders' equity                                                    $      3,318     $      4,939
                                                                                              ============     ============
</TABLE>

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


                                     - 2 -
<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
                                                                          Nine months ended                         (inception date)
                                                                              April 30,                Year ended         through
                                                                    -----------------------------       July 31,         April 30,
                                                                        2005             2004             2004             2005
                                                                    ------------     ------------     ------------     ------------
                                                                              Unaudited                                  Unaudited
                                                                    -----------------------------                      ------------
<S>                                                                 <C>              <C>              <C>              <C>
Operating expenses:
   Research and development (including
      expenses (income) related to options and
      warrants granted to Yeda (see Note 2) and
      to service providers in the amount of $ 14,
      $ 16,648 and $ 11,579 for the nine months
      ended April 30, 2005 and 2004 and for
      the year ended July 31, 2004, respectively)                   $        946     $     17,808     $     13,039     $     13,985
   General and administrative (including
      expenses (income) related to options,
      warrants and shares granted to service
      providers and compensation to investor
      (see Note 5) in the amount of $ 2,043,
      $ 9,297 and $ 8,346 for the nine months
      ended April 30, 2005 and 2004 and for
      the year ended July 31, 2004, respectively)                          2,774            9,811            9,482           12,256
                                                                    ------------     ------------     ------------     ------------

                                                                           3,720           27,619           22,521           26,241
Financial expenses (income), net                                             (48)               6               (2)             (50)
                                                                    ------------     ------------     ------------     ------------

Loss from continuing operations for the period                             3,672           27,625           22,519           26,191
Income taxes                                                                  17               --               23               40
                                                                    ------------     ------------     ------------     ------------

Net loss from continuing operations for the period                         3,689           27,625           22,542           26,231
Loss (income) from discontinued operations                                    --              (13)             (13)              92
                                                                    ------------     ------------     ------------     ------------

Net loss                                                            $      3,689     $     27,612     $     22,529     $     26,323
                                                                    ============     ============     ============     ============

Basic and diluted net loss per share from continuing operations     $       0.13     $       1.37     $       1.04
                                                                    ============     ============     ============

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

Net loss per share                                                  $       0.13     $       1.37     $       1.04
                                                                    ============     ============     ============

Weighted average number of shares used in computing basic and
    diluted net loss per share                                        27,579,252       20,236,913       21,787,629
                                                                    ============     ============     ============
</TABLE>


                                     - 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 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                          --           --         (133)          133             --             --
Stock based compensation related to Warrants
   granted to Yeda and to service providers                --           --        1,887            --             --          1,887
Amortization of stock based compensation related
   to options granted to employees and directors           --           --          170            --             --            170
Exercise of options                                    25,200        *) --           --            --             --
Net loss                                                   --           --           --            --         (3,689)        (3,689)
                                                   ----------   ----------   ----------    ----------     ----------     ----------

Balance as of April 30, 2005 (unaudited)           27,582,114   $        3   $   29,121    $      (30)    $  (26,323)    $    2,771
                                                   ==========   ==========   ==========    ==========     ==========     ==========
</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,
                                                                          Nine months ended                          2000 (inception
                                                                              April 30,               Year ended      date) through
                                                                    -----------------------------       July 31,         April 30,
                                                                        2005             2004             2004             2005
                                                                    ------------     ------------     ------------     ------------
                                                                               Unaudited                                 Unaudited
                                                                    -----------------------------                      ------------
<S>                                                                 <C>              <C>              <C>              <C>
Cash flows from operating activities:
   Net loss                                                         $     (3,689)    $    (27,612)    $    (22,529)    $    (26,323)
   Adjustments required to reconcile net loss to net cash
      used in operating activities:
      Depreciation                                                            11               --                3               14
      Expenses related to warrants granted to Yeda and
         to service providers                                                 14           16,059           11,429           11,443
      Expenses related to options granted to employees
         and directors                                                        63            2,520            1,130            1,193
      Expenses related to shares and warrants granted
         to service providers and compensation to investors                1,980            7,366            7,366            9,346
      Increase in prepaid expenses and other current assets                  (66)            (183)            (237)            (303)
      Increase (decrease) in trade payables                                  (15)              --               21                6
      Increase in accounts payable and accrued expenses                        6              277              503              509
      Increase in accrued severance pay, net                                   1                9                4                5
                                                                    ------------     ------------     ------------     ------------

Net cash used in continuing operating activities                          (1,695)          (1,564)          (2,310)          (4,110)
Net cash provided by (used in) discontinued operating activities              --              (15)             (15)              75
                                                                    ------------     ------------     ------------     ------------

Total net cash used in operating activities                               (1,695)          (1,579)          (2,325)          (4,035)
                                                                    ------------     ------------     ------------     ------------

Cash flows from investing activities:
   Sales of property and equipment                                             9               --               --                9
   Purchase of property and equipment                                         (6)             (31)             (41)             (47)
                                                                    ------------     ------------     ------------     ------------

Net cash provided by (used in) continuing investing activities                 3              (31)             (41)             (38)
Net cash used in discontinued investing activities                            --               --               --              (15)
                                                                    ------------     ------------     ------------     ------------

Total net cash provided by (used in) investing activities                      3              (31)             (41)             (53)
                                                                    ------------     ------------     ------------     ------------

Cash flows from financing activities:
   Issuance of shares and warrants, net                                       --            6,876            7,017            7,017
   Receipts on account of shares                                              --               --               --               --
                                                                    ------------     ------------     ------------     ------------

Net cash provided by continuing financing activities                          --            6,876            7,017            7,017
Net cash provided by discontinued financing activities                        --               --               --               35
                                                                    ------------     ------------     ------------     ------------

Total net cash provided by financing activities                               --            6,876            7,017            7,052
                                                                    ------------     ------------     ------------     ------------

Increase (decrease) in cash and cash equivalents                          (1,692)           5,266            4,651            2,964
Cash and cash equivalents at beginning of period                           4,656                5                5               --
                                                                    ------------     ------------     ------------     ------------

Cash and cash equivalents at end of period                          $      2,964     $      5,271     $      4,656     $      2,964
                                                                    ============     ============     ============     ============

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

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


                                     - 5 -
<PAGE>

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

NOTES TO 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 April 30, 2005 and for the nine 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
      nine-month period ended April 30, 2005 are not necessarily indicative of
      the results that may be expected for the year ending 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 (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's ability to continue to operate as a going concern is
            dependent on its ability to maintain its key technology license (see
            Note 2), and to generate sufficient cash flows to meet its
            obligations on a timely basis, to obtain additional financing and to
            ultimately attain profitability. The process of developing
            commercial products will require significant additional expenditures
            for research and development, maintaining the key technology
            license, pre-clinical testing and clinical trials, as well as
            regulatory approval. These activities, together with general and
            administrative expenses, are expected to result in substantial
            operating losses in the foreseeable future.

            In the event the Company will lose its key technology license, and
            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. 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 that might result from the outcome of this uncertainty.


                                     - 6 -
<PAGE>

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

NOTES TO 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
six 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 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.

On February 24, 2005, the Company and Yeda came to an agreement regarding the
terms of the warrants. The warrants were issued in March 2005.

The Company has obtained Yeda's approval for the deferral of the submission of
its development program in accordance with the agreement until September 2005.

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 expenses at the amount of $ 670 and $ 156 for the year
ended July 31, 2004 and the nine months ended April 30, 2004, respectively. 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.


                                     - 7 -
<PAGE>

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

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

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 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. As of the financial statements date no addendum was signed in
regard to the third year.

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 April 30, 2005, 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.


                                     - 8 -
<PAGE>

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

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

NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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, "Accounting for
      Stock-Based Compensation" ("SFAS 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 nine months ended April 30, 2005: weighted average volatility of 133%,
      risk-free interest rates of 3.47%, dividend yields of 0% and a
      weighted-average expected life of the options of five years. The nine
      months ended April 30, 2004: weighted average volatility of 127%,
      risk-free interest rates of 2.72%, dividend yields of 0% and a
      weighted-average expected life of the options of five years.

      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>
                                                                         Nine months ended
                                                                             April 30,
                                                                      -----------------------
                                                                        2005           2004
                                                                      --------       --------
<S>                                                                   <C>            <C>
      Net loss as reported                                            $  3,689       $ 27,612

      Deduct: share-based employee compensation expense
         included in reported net loss in accordance with APB-25          (170)        (2,520)
      Add: stock-based employee compensation expense
         determined under fair value method                                719            750
                                                                      --------       --------

      Pro forma net loss                                              $  4,238       $ 25,842
                                                                      ========       ========

      Pro forma net loss per share (basic and diluted)                $   0.15       $   1.28
                                                                      ========       ========

      Net loss per share (basic and diluted) as reported              $   0.13       $   1.37
                                                                      ========       ========
</TABLE>


                                     - 9 -
<PAGE>

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

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

NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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 result of operations, although it
      will have no impact on the Company overall financial position. The impact
      of 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 in Note 3b to the consolidated financial statements.

NOTE 4:- COMMITMENTS AND CONTINGENCIES

a.    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's management and its legal
      advisors are of the opinion that the Company has good defense arguments
      against the claim.

      As of April 30, 2005, a provision in the amount of $ 100, in respect of
      net salary expenses was recorded in operating expenses, in respect of the
      Former CEO.

      The Company has filed an answer against the Former CEO's claim. The
      Company's management and its legal advisors are of the opinion that the
      Company has reasonable good assertion in its counter claim.


                                     - 10 -
<PAGE>

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

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

NOTE 4:- COMMITMENTS AND CONTINGENCIES (Cont.)

      The Company filed a counter claim against its Former CEO in the amount of
      approximately NIS 9,405 thousand ($ 2,150 as of April 30, 2005).

      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 as general and administrative
      expenses at the grant date.

b.    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 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.

c.    On November 4, 2004, the Company's Board of Directors decided to demand
      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 for as a doubtful
      account as of July 31, 2004.

NOTE 5:- STOCK CAPITAL

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.

c.    In February 2005, the Company's Board of Directors decided to grant a
      director, 270,540 options to purchase 270,540 shares of Common stock at an
      exercise price of $ 0.31 per share. The options vest over a period of two
      years commencing March 15, 2005.


                                     - 11 -
<PAGE>

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

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

NOTE 5:- STOCK CAPITAL (Cont.)

d.    On March 18, 2004, the Company sold 3,142,858 units at a price per unit of
      $ 1.75. Each unit consists of one Common share and three Common stock
      purchase warrants exercisable at a price range of $ 3.75-$ 6.00 per share.
      In order to settle a dispute with the investors, on March, 2005 the
      Company entered into a Settlement Agreement in which it amended the terms
      of the private offering as follows:

      The Company reduced the exercise price of each of the Class A, Class B and
      Class C Common Stock Purchase Warrants to $ 0.50.

      The Company extended the period over which Class A Common Stock Purchase
      Warrants can be exercised from one year from March 2004 to one year from
      the effective date of the Form SB-2, to be filed. The period over which
      Class B Common Stock Purchase Warrants and Class C Common Stock Purchase
      Warrants remained the same and they are exercisable until one year and two
      years after March 18, 2004, respectively.

      In addition the Company issued Class D Common Stock Purchase Warrants to
      purchase an aggregate of 6,285,716 shares of Common stock. The Class D
      Common Stock Purchase Warrants are exercisable for a period of one year
      from the effective date of the Form SB-2 at an exercise price of $ 0.15
      per share. The Company recorded general and administration expenses in the
      amount of $ 1,980, in respect of the settlement agreement.

                               - - - - - - - - - -


                                     - 12 -
<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.


                                     - 13 -
<PAGE>

Significant Transactions and Events

Change in Ownership and Amendment of License

Effective September 4, 2003, Lance Rudelsheim, the Company's former officer,
director and majority shareholder, closed on a share purchase agreement with
certain buyers pursuant to which the buyers, purchased 15,000,000 shares of the
then outstanding 18,036,000 shares of common stock of the Company for an
aggregate purchase price paid to the individual Seller of $10,000. In connection
with the consummation of the transaction, Lance Rudelsheim resigned as President
and sole director of the Company and appointed Mr. Robert G. Pico as the new
sole director of the Company and as the Company's Chief Executive Officer. In
connection with the transaction, the Company amended its license agreement with
Reach Technologies, Inc. The parties agreed that, in exchange for the
forgiveness of the remaining promissory note of $10,299 and all accrued interest
(approximately but not limited to $2,400) owed by the Company to Reach, the
Company agreed to convert its license to sell bit error rate testers from an
exclusive license to a worldwide non-exclusive license.

Research Agreement

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

            o     the expiration of the patents covering such product in the
                  country of sale; or

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

In addition, Yeda may terminate the Research and License Agreement if we are in
breach thereof and Yeda may, at its option, terminate the Research and License
Agreement, in whole or in part, or make it non-exclusive if we fail to reach
certain commercialization and development goals as set out in the Research and
License Agreement. Yeda is entitled to unilaterally amend the license so that it
is non-exclusive or terminate the license in the event that we fail to achieve
commercialization of at least one product within certain time limits, fail to
commence various phases of clinical trials within certain time limits or fail to
sell a product after certain milestones. Further, if we contest the validity of
the patents, Yeda may terminate the license. In the event that Yeda would like
to pursue sponsored research with respect to, or the commercialization of, a
given product that would otherwise be subject to the Research and License
Agreement that we have not already commenced developing, then Yeda may provide
us with notice of its intention. Upon receipt of such notice, we will then have
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:


                                     - 14 -
<PAGE>

      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 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 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. We have obtained Yeda's approval for the deferral of the submission of
the development program until September 2005. We further undertook to use our
best efforts to commercialize the licensed products. We also agreed to pay Yeda
a license fee as follows:


                                     - 15 -
<PAGE>

      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 Nine Months Ended April 30, 2005 Compared to the
Nine Months Ended April 30, 2004

Revenues and Cost of Goods Sold

The Company is in its development stage therefore has no revenues and cost of
goods sold.

Operating Expenses

Operating expenses for nine months ending April 30, 2005 amounted to $3,720,000
compared to $27,619,000 for nine months ended April 30, 2004. This decrease is
attributed mainly to options and warrants granted to employees, service
providers and consultants totaling $25,945,000 in nine months ended April 30,
2004 as compared to $2,057,000 during nine months ended April 30, 2005.

The R&D expenses for nine months ended April 30, 2005 amounted to $946,000
compared to $17,808,000 during nine months ended April 30, 2004. This decrease
is attributed to options and warrants expenses related to the issuance of
options and warrants to Yeda, Professor Yair Reisner of the Department of
Immunology and his fellow scientists Dr. Dekel and Dr. Passwel, the Company
advisory board and the Company employees. These issuance resulted in an expense
of $14,000 for nine months ended April 30, 2005 compared to an expense of
$16,648,000 for nine months ended April 30, 2004.

The Company's general and administrative expenses decreased to $2,724,000 for
nine months ended April 30, 2005 from $9,811,000 in nine months ending April 30,
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 $2,043,000 for nine months ended April
30, 2005 and $9,297,000 for period ended April 30, 2004. On March 16, 2005, the
Company entered into a Settlement Agreement in which it amended the terms of the
private offering that closed on March 18, 2004, in which the Company received
gross proceeds in the amount of $5,500,000. The Company recorded an expense of
$1,980,000 in relation with the March 2005 Settlement Agreement.

Financial Income

The Company has financial income in the amount of $48,000 for nine months ended
April 30, 2005 compared to an expense of $6,000 for nine months ended April 30,
2004. The Company invests its funds in risk less deposits that bear interest
rates of approximately 2% per annum.

Taxes on Income

The Company has a tax expense amounting to $17,000 resulting from tax liability
of its wholly owned subsidiary Tissera Ltd.


                                     - 16 -
<PAGE>

The Company has an agreement with its subsidiary to which it will provide
services related to the Company Research and Development activities. The Company
will reimburse Tissera Ltd. for expenses on a cost plus 10% basis which creates
a taxable income in its subsidiary.

(Loss) from discontinued operations of a segment of a business

As a result of the disposal of its activities related to selling a bit error
rate tester, used for the integrity and reliability of communication channels
the Company had income of $13,000 in nine months ended April 30, 2004. Such
activity did not exist in nine months ended April 30, 2005.

Net loss

As a result of the above, the Company incurred a net loss of $3,689,000 for nine
months ending April 30, 2005, as compared to a net loss of $27,612,000 for nine
months ending April 30, 2004.

Liquidity and Capital Resources

The Company's cash and cash equivalents were $2,964,000 as of April 30, 2005,
compared to $4,656,000 as of July 30, 2004. The decrease is attributed to funds
used in financing the Company's development activities and the overhead related
to it. The Company has a working capital of $2,752,000 as of April 30, 2005,
compared to $4,369,000 as of July 30, 2004. The Company plans to continue to
finance its 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 the Company will be successful in obtaining an adequate level of
financing required for the long-term development and commercialization of its
planned products.

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.

Historically, our disclosure controls and procedures and internal controls
contained material weaknesses as they were not effective in gathering, analyzing
and disclosing information needed to satisfy our disclosure obligations under
the Exchange Act and the appropriate internal control procedures and checklists
were not in place. Accordingly, during the quarter ended April 30, 2005, the
Company reorganized its executive personnel to address these issues including
the engagement of a consulting company to serve as an internal controller and
has developed procedures, forms, and reporting packages to address these
deficiencies.

Except as noted above, 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.


                                     - 17 -
<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. We entered a
            settlement agreement with this investor in March 2005.

      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. We entered a settlement agreement with this investor
            in March 2005.

      o     The Company received a demand from a broker in relation to the
            Company's capital raising to receive $30,000 as a fee. On February
            14, 2005, the Company Board of Directors has agreed to pay $10,000
            to the broker in settlement of all claims. The payment was made on
            February 18, 2005 and all claims against the Company by the broker
            were withdrawn.

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

      o     On December 23, 2004, Dr. Vicki Rabenou, the Company's former CEO,
            filed civil claim no. 10858/04 in Israel against the Company
            claiming payment of NIS 564,140 (approximately $128,000) allegedly
            owed to her pursuant to the terms of her employment agreement. A
            provision in the amount of $100,000, was recorded in operating
            expenses in accordance with common accounting procedures, in respect
            of the former CEO's claim. The Company intends to vigorously defend
            against Dr. Rabenou's claim and to commence a countersuit against
            Dr. Rabenou for sums owed to the Company by Dr. Rabenou. The Company
            has filed a letter of defense against this claim and filed a
            counterclaim against Dr. Rabenou in the amount of NIS 9,405,491
            (approximately $2,150,000). Further, on January 15, 2004, Dr.
            Rabenou, in her capacity as the Company's then-CEO, presented a
            proposal to the Board of Directors (the "Board") of the Company that
            the Company issue a total of 2,677,000 shares of the Company to a
            number of specified entities and individuals in


                                     - 18 -
<PAGE>

            consideration for their respective services to the Company. The
            proposed share issuance was approved by the Board based on Dr.
            Rabenou's recommendation. One of the entities to which Company
            shares were issued was a company named BioGreen Ltd. ("BioGreen"),
            which was issued 397,000 shares (the "BioGreen Shares"). After Dr.
            Rabenou resigned, the Company commenced a diligent review of all
            corporate actions taken while Dr. Rabenou served as the CEO of the
            Company. In connection with such review, management was unable to
            track and identity the services BioGreen Ltd. had provided to the
            Company, due to the fact that the former CEO did not reply
            satisfactory to the inquires made by the Company. As stated above,
            the Company has filed a counter claim in Israel against Dr. Rabenou,
            which, among other things, is seeking indemnity for the issuance of
            the 397,000 shares for which Dr. Rabenou has refused to provide an
            explanation. In response to the Company's claim, Dr. Rabenou has
            filed a reply brief in which she asserted that she assigned her
            right to the BioGreen Shares to an offshore Company incorporated in
            the Bahamas (BioGreen). None of these facts alleged by Dr. Rabenou
            in her reply brief were disclosed by Dr. Rabenou to the Board of the
            Company on or around January 15, 2004, when the Board authorized the
            issuance of the BioGreen Shares to BioGreen. The Company is
            evaluating the legal implications of the above described issuance.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds,

See Item 5 below.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

To obtain funding for our ongoing operations, pursuant to an offering conducted
under Rule 506 of Regulation D, as promulgated under the Securities Act of 1933,
we sold units to accredited investors in a private offering. We closed the
private offering on March 18, 2004, in which we received gross proceeds in the
amount of $5,500,000. In connection with this private offering, each investor
received one share of common stock, one Class A Common Stock Purchase Warrant
exercisable at $3.75 per share, one Class B Common Stock Purchase Warrant
exercisable at $4.50 per share and one Class C Common Stock Purchase Warrant
exercisable at $6.00 per share for every $1.75 invested. On March 16, 2005, we
entered into a Settlement Agreement whereby we amended the terms of the common
stock purchase warrants including a reduction of the exercise price of each of
the common stock purchase warrants and the extension of the term of the Class A
Common Stock Purchase Warrants. The current exercise price for each of the Class
A, Class B and Class C Common Stock Purchase Warrants is $0.50. The term of the
Class A Common Stock Purchase Warrant, as amended, is one year from the
effective date of this prospectus. The Class B Common Stock Purchase Warrants
and the Class C Common Stock Purchase Warrants are exercisable until March 18,
2006 and March 18, 2007, respectively. In addition, in connection with the
Settlement Agreement, we issued two Class D Common Stock Purchase Warrants for
every share of common stock purchased resulting in the issuance of Class D
Common Stock Purchase Warrants to purchase an aggregate of 6,285,716 shares of
common stock. The Class D Common Stock Purchase Warrants are exercisable for a
period of one year from the effective date of this prospectus at an exercise
price of $0.15 per share. We are registering the shares of common stock issuable
upon exercise of the Class A Common Stock Purchase Warrants and the Class D
Common Stock Purchase Warrants.


                                     - 19 -
<PAGE>

Item 6. Exhibits

(a)   Exhibit     Description

      10.1        Settlement Agreement dated March 16, 2005 entered by and
                  between the Company and the Investors that participated in the
                  March 2004 Private Placement.

      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 January 31, 2004 has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.

                                        TISSERA, INC.


Dated: June 24, 2005                    By: /s/Amos Eiran
                                            -------------
                                            Amos Eiran
                                            Acting Chief Executive Officer


Dated: June 24, 2005                    By: /s/Alex Werber
                                            --------------
                                            Alex Werber
                                            Chief Financial Officer


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