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

                     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, 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.)

    17 HATA'ASIA STREET, OR YEHUDA                              60212  ISRAEL
(Address of principal executive offices)                         (Zip Code)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X    No
                                                             ---     ---

As of June 16, 2004, the registrant had 26,675,637 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                                  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                                     17

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

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 and Reports on Form 8-K                            17

SIGNATURES                                                             18


                                       2
<PAGE>
                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                     A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
IN U.S. DOLLARS

<TABLE>
<CAPTION>
                                                                                                APRIL 30,            JULY 31,
                                                                                                  2004                 2003
                                                                                            -----------------    -----------------
                                                                                                UNAUDITED             AUDITED
                                                                                            -----------------    -----------------
      ASSETS
<S>                                                                                          <C>                 <C>

 CURRENT ASSETS:
    Cash                                                                                          5,270,270                   --
    Related parties - shareholders                                                                      918                   --
    Prepaid expenses and other current assets                                                       181,995                   --
                                                                                            -----------------    -----------------

 Total current assets                                                                             5,453,183                   --
                                                                                            -----------------    -----------------

 PROPERTY AND EQUIPMENT, NET                                                                         30,925                   --
                                                                                            -----------------    -----------------

 ASSETS ATTRIBUTED TO DISCONTIUNUED OPERATIONS                                                           --                7,853
                                                                                            -----------------    -----------------

 Total assets                                                                                     5,484,108                7,853
                                                                                            =================    =================

      LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

 CURRENT LIABILITIES:
    Accounts payable                                                                                 58,987                   --
    Accrued expenses                                                                                215,883                   --
                                                                                            -----------------    -----------------

                                                                                                    274,870                   --
                                                                                            -----------------    -----------------

 ACCRUED SEVERANCE PAY                                                                                8,665                   --
                                                                                            -----------------    -----------------

 LIABILITIES ATTRIBUTED TO DISCONTINUED OPERATIONS                                                    2,500               17,677
                                                                                            -----------------    -----------------

 Total liabilities                                                                                  286,035               17,677
                                                                                            -----------------    -----------------

 SHAREHOLDERS' EQUITY (DEFICIENCY):
    Common shares of $ 0.0001 par value each -
      Authorized: 100,000,000 shares as of July 31, 2003 and April 30, 2004; Issued
         and outstanding: 18,036,000 and 26,315,547 shares as of July 31, 2003 and
        April 30, 2004, respectively                                                                  2,632                1,804
      Preferred shares of $ 0.0001 par value each -
      Authorized: 20,000,000 shares as of July 31, 2003 and April 30, 2004; Issued
        and outstanding: 0 shares as of July 31,2003 and April 30, 2004                                  --                   --
    Additional paid-in capital                                                                   33,268,751               93,196
    Accumulated deficit                                                                         (28,073,310)            (104,824)
                                                                                            -----------------    -----------------

 Total shareholders' equity (deficiency)                                                          5,198,073               (9,824)
                                                                                            -----------------    -----------------

 Total liabilities and shareholders equity (deficiency)                                           5,484,108                7,853
                                                                                            =================    =================

</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
-------------------------------------------------------------------------------
IN U.S. DOLLARS

<TABLE>
<CAPTION>
                                                                                                                FROM
                                                                                                            MAY 31, 2000
                                                                                                            (INCEPTION
                                                      THREE MONTHS ENDED        NINE MONTHS ENDED           DATE) THROUGH
                                                           APRIL 30,                  APRIL 30,                 APRIL 30,
                                                -----------    -----------    -----------    -----------    -----------
                                                   2004          2003            2004            2003          2004
                                                -----------    -----------    -----------    -----------    -----------
                                                                               UNAUDITED
                                                -----------    -----------    -----------    -----------    -----------
<S>                                                <C>           <C>             <C>             <C>           <C>
Operating expenses:

   Research and development                         310,736             --      1,159,813             --      1,159,813
   Cost related to warrants granted in
        consideration of research and license
        agreement                                 8,976,461             --     15,288,380             --     15,288,380
   Marketing                                          8,948             --         24,288             --         24,288
   General and administrative                       170,776             --        490,761             --        490,761
   Cost related to warrants and shares
        granted to service providers              4,147,150             --      7,680,900             --      7,680,900
   Stock based compensation related to
        options and shares granted to
        employees and directors                   2,960,175             --      2,960,175             --      2,960,175
                                                -----------    -----------    -----------    -----------    -----------

                                                 16,574,246             --     27,604,317             --     27,606,317
Derivative loss                                     371,112        371,112        371,112
Financial expenses, net                               4,683             --          5,213             --          5,213
                                                -----------    -----------    -----------    -----------    -----------

Net loss from continuing operations for the
    period                                      (16,950,041)            --    (27,980,642)            --    (27,980,642)
Income (loss) from discontinued operations of
    a segment of a business                              --         (6,321)        12,156        (21,370)       (92,668)
                                                -----------    -----------    -----------    -----------    -----------

Net loss for the period                         (16,950,041)        (6,321)   (27,968,486)       (21,370)   (28,073,310)
                                                ===========    ===========    ===========    ===========    ===========

Basic net loss per share from continuing
    operations                                       (0.697)            --         (1.382)            --
                                                ===========    ===========    ===========    ===========

Basic net earnings (loss) per share from
    discontinued operations                              --        (0.0004)        0.0006        (0.0001)
                                                ===========    ===========    ===========    ===========

Weighted average shares outstanding              24,313,981     18,036,000     20,236,913     18,036,000
                                                ===========    ===========    ===========    ===========
</TABLE>

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

                                       3
<PAGE>
                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                     A DEVELOPMENT STAGE COMPANY

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------------------------------------
IN U.S. DOLLARS

<TABLE>
<CAPTION>
                                                                                                   TOTAL
                                               SHARE CAPITAL                      ADDITIONAL    SHAREHOLDERS'
                                         -----------------------     PAID-IN      ACCUMULATED      EQUITY
                                          NUMBER        AMOUNT       CAPITAL       DEFICIT       (DEFICIENCY)
                                         ----------   ----------   -----------    -----------    -----------
<S>                                     <C>           <C>          <C>           <C>              <C>
Balance as of May 31, 2000                       --           --            --             --             --


Stock issued for cash on May 31, 2000    15,036,000        1,504         8,496             --         10,000
Net loss for the period                          --           --        (4,784)        (4,784)
                                         ----------   ----------   -----------    -----------    -----------

Balance as of July 31, 2000              15,036,000        1,504         8,496         (4,784)         5,216


Stock issued for cash on July 17, 2001    3,000,000          300        39,700             --         40,000
Contribution of capital                          --           --        15,000             --         15,000
Net loss for the year                            --           --            --        (30,415)       (30,415)
                                         ----------   ----------   -----------    -----------    -----------

Balance as of July 31, 2001              18,036,000        1,804        63,196        (35,199)        29,801

Contribution of capital                          --           --        15,000             --         15,000
Net loss for the year                            --           --            --        (38,781)       (38,781)
                                         ----------   ----------   -----------    -----------    -----------

Balance as of July 31, 2002              18,036,000        1,804        78,196        (73,980)         6,020

Contribution of capital                          --       15,000            --         15,000
Net loss for the year                            --           --       (30,844)       (30,844)
                                         ----------   ----------   -----------    -----------    -----------

Balance as of July 31, 2003              18,036,000        1,804        93,196       (104,824)        (9,824)


Stock issued for cash net of $833,188
   issuance expenses                      7,966,858          797     6,874,988             --      6,875,785
Cost related to warrants granted in              --
   consideration of research and
   license agreement                             --   15,288,380            --     15,288,380
Expenses related to warrants and                 --
   shares granted to service providers           --    7,680,900            --      7,680,900
Expenses related to warrants and                 --
   shares granted to employees and
   directors                                     --    2,960,175            --      2,960,175
Exercise of options                         312,489           31            --             --             31

Change in the value of warrants                  --           --       371,112             --        795,000
Net loss for the period                          --           --            --    (27,986,486)   (27,986,486)
                                         ----------   ----------   -----------    -----------    -----------

Balance as of April 30, 2004             26,315,347        2,632    33,268,751    (28,073,310)     5,198,073
                                         ==========   ==========   ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.
                                       4
<PAGE>
                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                     A DEVELOPMENT STAGE COMPANY

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

<TABLE>
<CAPTION>
                                                                                                                  FROM
                                                                                                              MAY 31, 2000
                                                                                                             (INCEPTION DATE)
                                                                                      NINE MONTHS ENDED         THROUGH
                                                                                          APRIL 30,             APRIL 30,
                                                                                  -------------------------    -----------
                                                                                      2004          2003           2004
                                                                                  -----------    ----------    -----------
                                                                                                 UNAUDITED
                                                                                  -----------------------------------------
<S>                                                                               <C>             <C>          <C>
Cash flows from operating activities:
   Net loss                                                                       (27,986,486)           --    (28,073,310)
   Adjustments required to reconcile net loss to net cash provided by (used in)
      operating activities:                                                                --
   Amortization                                                                           867           867
   Cost related to warrants granted in consideration of research and license
     agreement                                                                     15,288,380            --     15,288,380
   Expenses related to warrants and shares granted to services providers            7,680,900            --      7,680,900
   Expenses related to warrants and shares granted to employees and directors       2,960,175     2,960,175
  Changes in operating assets and liabilities:

    Change in the value of warrants                                                   371,112            --        371,112
    Increase in prepaid expenses                                                     (181,995)           --       (181,995)
    Increase in related parties - shareholders                                           (918)           --           (918)
    Increase in accounts payable and accrued expenses                                 274,870            --        274,870
    Increase in accrued severance pay                                                   8,665            --          8,665
                                                                                  -----------    ----------    -----------

Net cash used in continuing operating activities                                   (1,566,430)           --     (1,671,254)
Net cash provided by (used in) discontinued operating activities                      (12,677)        7,065         77,759
                                                                                  -----------    ----------    -----------

Total net cash provided by (used in) operating activities                          (1,579,107)        7,065     (1,593,495)
                                                                                  -----------    ----------    -----------

Cash flows from investing activities:

   Purchase of property and equipment                                                 (31,792)           --        (31,792)
                                                                                  -----------    ----------    -----------

   Net cash used in continued investing activities                                    (31,792)           --        (31,792)
Net cash used in discontinued investing activities                                         --            --        (15,000)
                                                                                  -----------    ----------    -----------

Total net cash used in investing activities                                           (31,792)           --        (46,792)
                                                                                  -----------    ----------    -----------

Cash flows from financing activities:

   Issuance of shares, net                                                          6,875,785            --      6,875,785
   Exercise of options                                                                     31            --             31
                                                                                  -----------    ----------    -----------

Net cash provided by continuing financing activities                                6,875,816            --      6,875,816
Net cash flows provided by (used in) discontinued financing activities                     --        (6,600)        34,741
                                                                                  -----------    ----------    -----------

Total net cash provided by (used in) financing activities                           6,875,816        (6,600)     6,910,557
                                                                                  -----------    ----------    -----------

Increase in cash and cash equivalents                                               5,264,917           465      5,270,270
Cash and cash equivalents at beginning of period                                        5,353         6,787             --
                                                                                  -----------    ----------    -----------

Cash and cash equivalents at end of period                                          5,270,270         7,252      5,270,270
                                                                                  ===========    ==========    ===========

Non-cash financing activities:

Licenses purchased against notes payable                                                   --            --         28,000
                                                                                  ===========    ==========    ===========

Supplemental disclosures:

Interest paid                                                                              --           935          1,059
                                                                                  ===========    ==========    ===========
</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 THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 1:-    GENERAL

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

            On  September  4,  2003,  the  former  president  of Bert Logic Inc.
            completed a share  purchase  agreement  with the Company's  existing
            shareholders, who purchased 15,000,000 shares of the then issued and
            outstanding 18,036,000 of the Company's Common shares. In connection
            with the  consummation  of the  transaction,  the  president  of the
            Company  resigned as  president  and sole  director of the  Company.
            Pursuant  to the  agreement,  the  Company  entered  into an amended
            license  agreement  to sell Bit Error Rate  Testers  on a  worldwide
            non-exclusive  basis. In exchange,  the Company obtained forgiveness
            of the remaining  promissory note of $ 10,299,  and accrued interest
            of $ 2,436.  Also, in connection  with the  transaction,  the former
            president of the Company agreed to forgive his  shareholders'  loan,
            in the amount of $ 2,442.

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

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

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

            On  October  27,  2003  the  Company   incorporated  a  wholly-owned
            subsidiary in Israel, Tissera Ltd.

            The  Company's  ability to continue to operate as a going concern is
            dependent on its ability to generate  sufficient  cash flows to meet
            its  obligations on a timely basis, to obtain  additional  financing
            and to  ultimately  attain  profitability.  The  Company is actively
            pursuing  financing  through  a private  placement  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 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.

            Management  is  actively  engaged  in  raising  capital  through  an
            additional  round of  financing,  and is confident of the ability to
            raise the necessary  funds for the Company's  growth and development
            activities.  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 CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES

            The significant  accounting  policies followed in the preparation of
            the financial statements, on a consistent basis, are:

            a.    The Company's fiscal year ends on July 31, 2003.

            b.    Cash and cash equivalents:

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

            c.    Research and development costs:

                  Research  and  development  costs are  charged to  expenses as
                  incurred.

            d.    Severance pay:

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

                  Severance  expenses for the nine months period ended April 30,
                  2004, were $8,665.

            e.    Comprehensive income:

                  SFAS No. 130, "Reporting  Comprehensive  Income",  establishes
                  standards for the reporting and  presentation of comprehensive
                  income and its components in the financial  statements.  As at
                  April  30,  2004,  the  Company  has no items  that  represent
                  comprehensive  income  and,  therefore,  has  not  included  a
                  schedule of comprehensive income in the financial statements.

            f.    Basic loss per share:

                  Basic loss per share have been  calculated in conformity  with
                  Financial   Accounting   Standards  Board  Statement  No.  128
                  "Earnings  per  Share".  Basic  earnings  (loss) per share are
                  calculated  using the weighted average number of Common shares
                  outstanding each period.

            g.    Use of estimates:

                  The  preparation  of financial  statements in conformity  with
                  accounting  principles generally accepted in the United States
                  requires  management to make  estimates and  assumptions  that
                  affect the  reported  amounts of assets  and  liabilities  and
                  disclosure of contingent assets and liabilities at the date of
                  the financial  statements and the reported amounts of revenues
                  and expenses during the reporting period. Actual results could
                  differ from those estimates.

                                       7
<PAGE>
                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                     A DEVELOPMENT STAGE COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES (CONT.)

            h.    Principles of consolidation:

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

            i.    Reclassification:

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

            j.    Recent accounting pronouncements:

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

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

                  In December  2002,  the FASB issued SFAS No. 148,  "Accounting
                  for  Stock-Based  Compensation - Transition  and  Disclosure,"
                  which  amends SFAS No. 123 to provide  alternative  methods of
                  transition  for a  voluntary  change to the fair  value  based
                  method of accounting for stock-based employee compensation. In
                  addition,  SFAS No. 148 expands the disclosure requirements of
                  SFAS No. 123 to require  more  prominent  disclosures  in both
                  annual and interim  financial  statements  about the method of
                  accounting  for  stock-based  employee  compensation  and  the
                  effect of the method used on reported results.  The transition
                  provisions  of SFAS No. 148 are  effective  for  fiscal  years
                  ended after December 15, 2002.  The  disclosure  provisions of
                  SFAS  No.  148 are  effective  for  financial  statements  for
                  interim periods beginning after December 15, 2002. The Company
                  adopted  SFAS No.  148 on  January  1,  2003.  The  effect  of
                  adoption  of  this  Standard  on  the  Company's   results  of
                  operations  and  financial  position is not  material,  as the
                  Company does not have a stock option plan in place.


                                       8
<PAGE>

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS


NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES (CONT.)

                  In May 2003,  the FASB  issued SFAS No. 150  ("Accounting  for
                  Certain  Financing  Instruments with  Characteristics  of both
                  Liabilities and Equity".  This Statement established standards
                  for the  issuer as to how to  classify  both  liabilities  and
                  equity.  It requires  that an issuer will classify a financial
                  instrument  that is  within  its scope as a  liability  (or an
                  asset in some circumstances) because that financial instrument
                  embodies  an  obligation  of the  issuer.  This  Statement  is
                  effective for financial  instruments  entered into or modified
                  after  May  31,  2003,  and  otherwise  is  effective  at  the
                  beginning of the first interim period beginning after June 15,
                  2003, except for mandatory redeemable financial instruments of
                  nonpublic  entities.  The  Company  does not  expect  that the
                  adoption of this standard  will have a material  effect on its
                  financial position or results of operations.

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

            k.    Interim financial statements:

                  These  interim  unaudited   financial   statements  have  been
                  prepared on the same basis as the annual financial  statements
                  and, in the opinion of  management,  reflect all  adjustments,
                  which include only normal recurring adjustments,  necessary to
                  present fairly the Company's  financial  position,  results of
                  operations and cash flows for the periods  shown.  The results
                  of operations for such periods are not necessarily  indicative
                  of the  results  expected  for a full  year or for any  future
                  period.

                                       9
<PAGE>
                                                                    TISSERA INC.
                                                     (FORMERLY: BERT LOGIC INC.)
                                                     A DEVELOPMENT STAGE COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 3:-    RESEARCH 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 3 years,  at the  Weizmann  Institute  of
            Science,  relates  to  an  invention  comprising  methods  of  organ
            transplantation  utilizing  developing  nephric tissue.  The License
            granted  to the  Company  shall  expire  at  the  later  of (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 $ 900 to  purchase  up to 2.23% of the
            issued and  outstanding  Common  shares of the  Company  immediately
            following  the  exercise  of  such  warrant,  and  (ii)  a  warrant,
            exercisable at an aggregate exercise price of $ 1,100 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 Common shares that Yeda may exercise under the
            warrants  shall be 2,315,139 and  2,771,937,  respectively  (in each
            case as such number of Common shares shall be appropriately adjusted
            in  the   event   of  stock   splits,   stock   dividends,   capital
            reorganizations,  reclassifications,  recapitalizations and the like
            as well as issuances or sales by the Company of shares for par value
            only,  for a  consideration  of  less  than  par  value  and  for no
            consideration,  all in accordance  with the terms and  conditions of
            said  warrant,  which  shall  be  satisfactory  to  Yeda  and to the
            Company).  Each  such  warrant  shall  be  exercisable  for a period
            beginning  one year after the date on which the Agreement is signed,
            and ending at the later of (a) one year following the termination of
            the Agreement and (b) 10 years after the date on which the Agreement
            is signed.  As of the balance  sheet  date,  the Company has not yet
            granted  Yeda  the  warrants.  However,  the  Company  is  still  in
            discussions  with Yeda with respect to the maximum  number of shares
            of common stock that Yeda may exercise into.

            The Company also paid to Yeda the following:  (i) with regard to the
            first year of the research period (commencing on April 9, 2003), the
            amount  of $  450,000  of which a  non-refundable  installment  of $
            225,000 was due on October 9, 2003 and was paid in December 2003 and
            a non-refundable installment of $ 225,000 was due on January 9, 2004
            and was paid in December  2003  (These  amounts are in addition to $
            450,000  paid  earlier,  on  account of the  research  for the first
            year);  and (ii) with  regard to the second  and third  years of the
            research  period,  an amount  which shall be not less than $ 900,000
            and not more than $ 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   quarterly
            non-refundable installments,  payable in advance at the beginning of
            each three month  period  during such year.  If the parties  fail to
            reach  agreement  within the time frame referred to above  regarding
            the amount of the  research  budget  payable for the second or third
            year of the research  period (as the case may be), then the research
            budget for such year shall be $ 900,000  and Yeda shall  procure the
            performance of research for such reduced amount.

                                       10
<PAGE>

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS


NOTE 3:-    RESEARCH AGREEMENT (CONT.)

            The Company  undertakes to make its best effort to commercialize the
            licensed products. The Company also agreed to pay Yeda a license fee
            of (i) $ 50,000 per year, to be paid commencing the first year after
            the completion of research and  development  period;  (ii) 4% of net
            sales of all products  using the licensed  technology;  (iii) 33% of
            all sublicense fees for all agreements  entered into within one year
            following the Agreement  date, and (iv) 16% of all  sublicense  fees
            for all agreements entered into after such one year period.

NOTE 4:-    STOCK SPLIT

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

NOTE 5:-    SHARE CAPITAL

            On February 1, 2004,  the Company has completed a private  placement
            for the sale of 1,767,200  units at a price per unit of $ 1.25. Each
            unit  consists of one share of Common  stock and three  Common stock
            purchase  warrants.  The  Company  granted the  investors  5,301,600
            warrants with an exercise  price at the range of $3.75 - $6.00.  The
            warrants are exercisable within a period of six months to two years.
            The contractual life of the warrants ranges from 1 year to 3 years.

            On March 18, 2004,  the Company has completed an additional  private
            placement  for the sale of 3,142,858  units at a price per unit of $
            1.75.  Each unit  consists  of one  share of Common  stock and three
            Common stock purchase warrants. In addition, the Company granted the
            investors  9,428,574 warrants with an exercise price at the range of
            $3.75 - $6.00.  The warrants are exercisable  within a period of six
            months to two years.  The  contractual  life of the warrants  ranges
            from 1 year to 3 years.

            According  to EITF  00-19,  if the  contract  permits the Company to
            either  net  share  or  physically   settle  the  contract  only  by
            delivering registered shares, it is assumed that the Company will be
            required to net-cash settle the contract.  Therefore and as a result
            of the  potential  cash  penalties,  the  proceeds  allocated to the
            warrants  (equal to the full fair value of the  warrants and without
            any pro-rata allocation) must be classified as assets or liabilities
            and recorded at fair value. As of the investment  date, based on the
            assumptions   described   above,  the  value  of  the  warrants  was
            determined to be $1,789,314 under the  Black-Scholes  option-pricing
            method  [assumptions:  volatility  75%,  expected life of 1-3 years,
            risk free interest rate 3% and zero  dividend  yield].  The value of
            the warrants as of April 22, 2004 (registration date) was determined
            to be $2,160,426.  Accordingly, the Company recorded as of that date
            an expense  of  approximately  $371,112  and  reclassified  the full
            liability ($2,160,426) to equity.

                                       11
<PAGE>

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
IN U.S. DOLLARS

NOTE 5:-    SHARE CAPITAL (CONT.)

            The  Company  has  granted to certain  brokers  172,480  warrants to
            purchase Common shares of par value $ 0.0001 at an exercise price of
            $ 0.1. In addition,  the Company  granted to these  brokers  397,440
            warrants  to  purchase  Common  shares  of par  value $ 0.0001 at an
            exercise price at the range of $3.75 - $6.00.  The fair value of the
            warrants was accounted for as issuance  expense and was deducted for
            the Company's equity.

            The Company has granted 5,217,933 warrants to purchase Common shares
            of par value $0.0001,  150,000 warrants to purchase Common shares of
            par  value  $0.1  and  2,777,000  Common  shares  at  no  additional
            consideration.  The  warrants  and  shares  were  granted to service
            providers,  in exchange for research  and  development  services and
            general  and  administrative  services.  Out of the  total  warrants
            4,951,717  warrants  are fully  vested and  non-forfeited  as of the
            commitment  date,  and 277,477  warrants are vested over a period of
            three  years.  The Company  accounted  for such  warrants  under the
            provision of EITF 96-18, and the fair value of warrants was recorded
            as research and development  expenses and general and administrative
            expenses at the commitment date.

            On February 18, 2004,  the Company  granted to two of its  Directors
            541,080 options to purchase  541,080 of the Company's  Common shares
            at an exercise  price of $1. The options are vested over a period of
            three  years.  During the  nine-month  period  ended April 30, 2004,
            67,635  options  were  exercised  into 52,278  Common  shares of the
            Company, on a cashless basis.

            During  March 2004 the  Company  has  granted  to certain  employees
            2,927,046  options to purchase  2,927,046  of the  Company's  Common
            shares at an  exercise  price of $0.30 per share.  The  options  are
            vested over a period of three  years.  In  addition  the company has
            granted  to  one  of  its  employees  280,000  Common  share  at  no
            consideration.  During the  nine-month  period ended April 30, 2004,
            281,112  options were  exercised  into 260,211  Common shares of the
            Company, on a cashless basis.

NOTE 6:-    RELATED PARTIES TRANSACTIONS

            In March 2004, the Board of Directors granted to the Chief Executive
            Officer a bonus in the amount of $ 110,000,  in consideration of her
            efforts to obtain financing for the Company.

                               - - - - - - - - - -

                                       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 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 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 tissue. 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.

Prior to May 21, 2004, which was extended to June 28, 2004 we must issue Yeda
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, we are still in discussions with Yeda with respect to the maximum
number of shares of common stock that Yeda may exercise into. The amount of
shares that each warrant is exercisable into may vary between 2,774,769 and
2,329,723 and 3,649,556 and 4,379,467 with respect to each warrant (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. Each such
warrant shall be exercisable for a period beginning October 7, 2004 and ending
at the later of the following:


                                       14
<PAGE>

      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; and.

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

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

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 further undertake to use our best efforts to commercialize the
licensed products. We also agreed to pay Yeda a license fee as follows:

      o $50,000 per year commencing on April 9, 2006;
      o 4% of net sales of all products covered by the Research and License
      Agreement;
      o 33% of all sublicense fees for all agreements entered into within one
      year of the Agreement; and
      o 16% of all sublicense fees for all agreements entered into after such
      one year period.

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

Revenues and Cost of Goods Sold
-------------------------------

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


                                       15
<PAGE>

Operating Expenses
------------------

Operating expenses for the quarter ended April 30, 2004 amounted to $16,574,246.
These expenses reflect the commencement of our development stage operations. The
research and development expenses amounted to $310,736. The most significant
research and development expense was related to research and development
activities performed by Yeda amounted to $225,000. Expenses related to the
issuance of warrants granted in consideration of entering into the Research and
License Agreement amounted to $8,976,461, which was attributable to the warrant
granted to Yeda, Professor Yair Reisner of the Department of Immunology and his
fellow scientists Dr. Dekel and Dr. Passwel. We had general and administrative
expenses totaling $170,776. The general and administrative expenses were
attributed mainly to our legal expenses and directors and officers insurance.
Cost related to warrants and shares granted to service providers amounted to
$4,147,150 reflects expenses related to warrants granted to service providers
associated with the company activities. Cost related to warrants and shares
granted to employees and officers amounted to $2,960,175.

We did not have operating expenses for the quarter ended April 30, 2003.

Derivative Loss
---------------

We recorded a derivative loss of $371,112. According to EITF 00-19, if the
contracts permits the Company to either net share or physically settle the
contract only by delivering registered shares, it is assumed that the Company
will be required to net-cash settle the contract. Therefore and as a result of
the cash penalties described above, the proceeds allocated to the warrants
(equal to the full fair value of the warrants and without any pro-rata
allocation) must be classified as assets or liabilities and recorded at fair
value. As of the investment date, based on the assumptions described above, the
value of the warrants was determined to be $1,789,134 under the Black-Scholes
option-pricing method (assumptions: volatility 75%, expected life of 1-3 years,
risk free interest rate 3% and zero dividend yield). The value of the warrants
as of April 22, 2004 (registration date) was determined to be $2,160,426.
Accordingly, we recorded as of that date an expense of approximately $371,112
and reclassified the full liability ($2,160,426) to equity.

(Loss) From Discontinued Operations of a Segment of a Business
--------------------------------------------------------------

As a result of the discontinuance of our activities related to selling a bit
error rate tester, used for the integrity and reliability of communication
channels, we had a loss of $6,321 in the quarter ending April 30, 2003. Such
activity did not exist in the quarter ending April 30, 2004.

Net Loss
--------

As a result of the above activities, we incurred a net loss of $16,950,041 for
the six months ended April 30, 2004, as compared to a net loss of $6,321 for the
period ended April 30, 2003.

Liquidity and Capital Resources
-------------------------------

Our cash and cash equivalents were $5,270,270 as of April 30, 2004, compared to
none as of April 30, 2003. This increase is attributed to funds received of
private placements that we conducted (see note 5 of the financial statement). We
had a working capital of $5,178,313 as of April 30, 2004, compared to none as of
April 30, 2003. We plan to continue to finance our operations through a
combination of private placements of our securities, stock issuances, debt
issuances, mutual development with possible milestone license payments and
research and development programs. There are no assurances, however, that we
will be successful in obtaining an adequate level of financing required for the
long-term development and commercialization of our planned products.


                                       16
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(a)   Evaluation of disclosure controls and procedures.

      Our Chief Executive Officer and Chief Financial Officer (collectively the
      "Certifying Officers") maintain a system of disclosure controls and
      procedures that is designed to provide reasonable assurance that
      information, which is required to be disclosed, is accumulated and
      communicated to management timely. Under the supervision and with the
      participation of management, the Certifying Officers evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange
      Act) as of April 30, 2004. Based upon that evaluation, the Certifying
      Officers concluded that our disclosure controls and procedures are
      effective in timely alerting them to material information relative to our
      company required to be disclosed in our periodic filings with the SEC.

(b)   Changes in internal controls.

      Our Certifying Officers have indicated that there were no significant
      changes in our internal controls or other factors that could significantly
      affect such controls subsequent to the date of their evaluation, and there
      were no such control actions with regard to significant deficiencies and
      material weaknesses.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGE IN SECURITIES

In connection with a private placement, we sold 1,767,200 units at a price per
unit of $1.25. Each unit consists of one share of common stock and three common
stock purchase warrants. We raised gross proceeds in the amount of $2,209,000.
In addition, we granted the investors 5,301,600 warrants with an exercise price
in the range of $3.75 to $6.00. The warrants are exercisable within a period of
six months to two years from the date of issuance. In connection with the sale
of the units, the Company issued 397,400 warrants with an exercise price in the
range of $3.75 to $6.00. The warrants are exercisable within a period of six
months to two years from the date of issuance.To date, we issued an aggregate of
2,777,000 shares of common stock and 322,480 warrants to purchase shares of
common stock to consultants and finders in consideration for various services
provided to us. The options are exercisable at a price of $.01 per share and we
have entered into two consulting agreements whereby we agreed to issue 693,692
options to purchase shares of common stock to each consultant in consideration
for services provided. The options are exercisable at a price of $.0001 per
share.

In March 2004, we closed a private placement in which it sold 3,142,857 units,
at a price per unit of $1.75, in which we raised $5,500,000. Each unit consists
of one share of common stock and three common stock purchase warrants. The
warrants have an exercise price at the range of $3.75 - $6.00 and are
exercisable within a period of six month to two years

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

In March 2004, the Board of Directors has approved the entering into an
agreement with Pinny Rabenou. Mr. Rabenou is the brother of Dr. Vicki Rabenou,
our CEO and a director. Mr. Rabenou was issued a warrant to purchase 280,000
shares of common stock as well as an aggregate of 280,000 shares.


                                       17
<PAGE>

We entered into an employment agreement with Dr. Uri Elmaleh, our new V.P. of
Medical and Regulatory Affairs. The agreement provides that we must grant Dr.
Elmaleh a warrant to purchase 280,000 shares of common stock at $.30 per share.

* All of the above offerings and sales were deemed to be exempt under rule 506
of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of Tissera, Inc. or executive officers
of Tissera, Inc., and transfer was restricted by Tissera, Inc. in accordance
with the requirements of the Securities Act of 1933. In addition to
representations by the above-referenced persons, we have made independent
determinations that all of the above-referenced persons were accredited or
sophisticated investors, and that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, all of the above-referenced persons were provided
with access to our Securities and Exchange Commission filings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

As previously disclosed, Dr. Marc Hammerman at the Washington University in St.
Louis has been active in developing kidney disease therapies based on
transplanted embryonic kidney-precursor cells and has been granted two patents
by the US Patent and Trademark Office in connection with this research. A
British company, Intercytex Ltd., has licensed this technology and is sponsoring
research in Dr. Hammerman's laboratory. The research being conducted by Dr.
Hammerman may have a negative impact on our potential to develop our products.
We have recently conducted an analysis of Dr. Hammerman's patent and we have
determined that Dr. Hammerman's patent may restrict our freedom to fully
implement our kidney application. Dr. Hammerman's patent will not impact our
liver, pancreas, spleen and other organ applications.

In  consideration  for Dr.  Rabenou's  efforts in  obtaining  financing  for our
company  in the  amount of  $5,500,000  in March  2004,  the Board of  Directors
granted a bonus in the amount of $110,000 to Dr. Rabenou.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit   Description

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

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

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

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

(b)   Reports on Form 8-K


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<PAGE>

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

                                   SIGNATURES

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

                     TISSERA, INC.

June 17, 2004        By:    /s/Vicki Rabenou
                            ----------------
                            Vicki Rabenou
                            Chief Executive Officer

June 17, 2004        By:    /s/Alex Werber
                            ----------------
                            Alex Werber
                            Chief Financial Officer


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