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

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

                                  FORM 10-QSB/A

                                   (Mark One)

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

                For the quarterly period ended January 31, 2004.

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

             For the transition period from __________ to __________

                         Commission file number: 0-32801

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

                                BERT Logic, Inc.
                           (Former Name of Registrant)

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

GALGALEY HAPLADA 11, THIRD ENTRANCE, 3RD FLOOR, HERZLIA        46733  ISRAEL
            (Address of principal executive offices)            (Zip Code)

      Issuer's telephone number: +972-36344107

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

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

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

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

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

TISSERA, INC.

INDEX

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

Item 1.  Financial statements
            (unaudited)

         Consolidated Balance Sheets                                           3

         Consolidated Statements of Operations                                 4

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

         Consolidated Statements of Cash Flows                                 6

         Notes to Financial Statements                                      7-13

Item 2.  Management's Discussion and Analysis of Financial

         Condition and Results of Operations                                  13

Item 3.  Controls and Procedures                                              16

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

Item 1.  Legal Proceedings                                                    17

Item 2.  Change in Securities                                                 17

Item 3.  Defaults Upon Senior Securities                                      17

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

Item 5.  Other Information                                                    17

Item 6.  Exhibits and Reports on Form 8-K                                     17

SIGNATURES                                                                    18

<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>
                                                                       JANUARY 31,     JULY 31,
                                                                          2004           2003
                                                                       ----------      --------
                                                                       RESTATED
                                                                       ----------
                                                                       UNAUDITED
                                                                       ----------
<S>                                                                     <C>            <C>
     ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                            $    601       $     --
   Prepaid expenses                                                          190             --
   Assets attributed to discontiunued operations                              --              8
                                                                        --------       --------

Total assets                                                            $    791       $      8
                                                                        ========       ========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                $    167       $     --
   Liabilities attributed to discontinued operations                          --             18
                                                                        --------       --------

                                                                             167             18
                                                                       --------       --------

ACCRUED SEVERANCE PAY                                                          5             --
                                                                        --------       --------

Total liabilities                                                            172             18
                                                                        --------       --------

STOCKHOLDERS' EQUITY (DEFICIENCY):

   Stock capital (Note 5):
      Common stock of $ 0.0001 par value each -
       Authorized: 100,000,000 shares as of January 1, 2004 and
         July 31, 2003; Issued and outstanding: 18,036,000 shares
         as of January 31, 2004 and July 31, 2003                              2              2
     Preferred stock of $ 0.0001 par value each -
       Authorized: 20,000,000 shares as of January 1, 2004
         and July 31, 2003; Issued and outstanding: 0 shares as of
         January  31, 2004 and July 31, 2003                                  --             --
   Additional paid-in capital                                             16,933             93
   Receipts on account of shares                                           1,801             --
   Deficit accumulated during the development stage                      (18,117)          (105)
                                                                        --------       --------

Total stockholders' equity (deficiency)                                      619            (10)
                                                                        --------       --------

Total liabilities and stockholders' equity (deficiency)                 $    791       $      8
                                                                        ========       ========
</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
                                                                                                                       (INCEPTION
                                                       THREE MONTHS ENDED                 SIX MONTHS ENDED                DATE)
                                                           JANUARY 31,                        JANUARY 31,               THROUGH
                                                   ----------------------------      ----------------------------      JANUARY 31,
                                                      2004             2003             2004             2003             2004
                                                   ----------------------------      ----------------------------      -----------
                                                    RESTATED                         RESTATED
                                                  -----------                       -----------
                                                                                     UNAUDITED
                                                   -------------------------------------------------------------------------------
<S>                                               <C>              <C>              <C>              <C>              <C>
Operating expenses:
  Research and development (including
    cost related to warrants granted to Yeda
    (see Note 3) and to service
    providers in the amount of $ 10,934
    and $ 0 for the six months ended
    January 31, 2004 and 2003, respectively       $     9,705      $        --      $    11,784      $        --      $    11,784
  General and administrative (including
    cost related to shares granted to
    service providers in the amount of $
    5,906 and $ 0 for the six months ended
    in January 31, 2004 and 2003,
    respectively)                                       5,096               --            6,240               --            6,240
                                                  -----------      -----------      -----------      -----------      -----------

                                                       14,801               --           18,024               --           18,024
Financial expenses, net                                     1               --                1               --                1
                                                  -----------      -----------      -----------      -----------      -----------

Net loss from continuing operations                    14,802               --           18,025               --           18,025
Income (loss) from discontinued
   operations                                              --              (12)              13              (15)             (92)
                                                  -----------      -----------      -----------      -----------      -----------

Net loss                                          $    14,802      $        12      $    18,012      $        15      $    18,117
                                                  ===========      ===========      ===========      ===========      ===========

Basic and diluted net loss per share
   from continuing operations                     $      0.82      $        --      $      0.99      $        --
                                                  ===========      ===========      ===========      ===========

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

Net loss per share                                $      0.82      $        --      $      0.99      $        --
                                                  ===========      ===========      ===========      ===========

Weighted average number of shares used
   in computing basic and diluted net
   loss per share                                  18,036,000       18,036,000       18,036,000       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 STOCKHOLDERS' EQUITY (DEFICIENCY)
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                          DEFICIT
                                                                                        ACCUMULATED      TOTAL
                                                   STOCK CAPITAL          ADDITIONAL     RECEIPTS      DURING THE     STOCKHOLDERS'
                                            -------------------------      PAID-IN      ON ACCOUNT     DEVELOPMENT       EQUITY
                                              NUMBER         AMOUNT         CAPITAL       OF SHARE       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)

Receipts on account of shares, net
  of $ 117 in issuance expenses                     --             --             --          1,801            --           1,801
Stock based compensation related
  to warrants and shares to Yeda
  and to service providers -
  restated                                          --             --         16,840             --            --          16,840
Net loss - restated                                 --             --             --             --       (18,012)        (18,012)
                                            ----------     ----------     ----------     ----------    ----------      ----------

Balance as of January 31, 2004
  (Unaudited)                               18,036,000     $        2     $   16,933     $    1,801    $  (18,117)     $      619
                                            ==========     ==========     ==========     ==========    ==========      ==========
</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)

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

<TABLE>
<CAPTION>
                                                                                                                           FROM
                                                                                                                       MAY 31, 2000
                                                                                                                        (INCEPTION
                                                                                           SIX MONTHS ENDED            DATE) THROUGH
                                                                                              JANUARY 31,              JANUARY 31,
                                                                                      ---------------------------     --------------
                                                                                        2004               2003            2004
                                                                                      --------           --------        --------
                                                                                      RESTATED
                                                                                      --------
                                                                                                         UNAUDITED
                                                                                      --------           --------        --------
<S>                                                                                   <C>                <C>             <C>
Cash flows from operating activities:
  Net loss                                                                            $(18,012)          $     --        $(18,117)
  Adjustments required to reconcile net loss to net cash provided by
     (used in) operating activities:
    Expenses related to warrants and shares granted to services
      providers                                                                         16,840                 --          16,840
    Increase in prepaid expenses                                                          (190)                --            (190)
    Increase in accounts payable and accrued expenses                                      164                 --             164
    Increase in severance pay                                                                5                 --               5
                                                                                      --------           --------        --------

Net cash used in continuing operating activities                                        (1,193)                --          (1,297)
Net cash provided by (used in) discontinued operating activities                           (12)                 1              78
                                                                                      --------           --------        --------

Total net cash provided by (used in) operating activities                               (1,205)                 1          (1,218)
                                                                                      --------           --------        --------

Cash flows from investing activities:
  Net cash used in discontinued investing activities                                        --                 --             (15)
                                                                                      --------           --------        --------

Total net cash used in investing activities                                                 --                 --             (15)
                                                                                      --------           --------        --------

Cash flows from financing activities:
  Receipts on account of shares                                                          1,801                 --           1,801
                                                                                      --------           --------        --------

Net cash provided by continuing financing activities                                     1,801                 --           1,801
Net cash flows provided by discontinued financing activities                                --                 --              35
                                                                                      --------           --------        --------

Total net cash provided by financing activities                                          1,801                 --           1,836
                                                                                      --------           --------        --------

Increase in cash and cash equivalents                                                      596                  1             601
Cash and cash equivalents at beginning of period                                             5                  6              --
                                                                                      --------           --------        --------

Cash and cash equivalents at end of period                                            $    601           $      7        $    601
                                                                                      ========           ========        ========

Non-cash financing activities:
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 CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

NOTE 1:- GENERAL

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

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

            Following the share purchase agreement dated September 4, 2003, 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). Yeda is entitled
            to cancel the agreement under certain conditions determined in the
            agreement.

            In accordance with the agreement, the Company obtained from Yeda a
            deferral for the submission of its development program until May
            2004.

            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.

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

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


                                      -6-
<PAGE>

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

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

NOTE 1:- GENERAL (CONT.)

      c.    Going concern considerations (Restated):

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

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

      d.    The Company restated its financial statements as of January 31,
            2004, and for the six and three months than ended (see note 7).

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

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

      a.    Financial statements in U.S. dollars:

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

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


                                      -7-
<PAGE>

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

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

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

      b.    Research and development costs:

            Research and development costs are charged to expenses as incurred.

      c.    Severance pay:

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

            Severance expenses for the six months period ended January 31, 2004,
            were $ 5.

      d.    Basic and diluted net loss per share:

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

            All outstanding shares and warrants the Company committed to grant
            have been excluded from the calculation of the diluted loss per
            share for the period ended January 31, 2004, because all such
            securities have an anti-dilutive effect.

      e.    Stock-based compensation:

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


                                      -8-
<PAGE>

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

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

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

      f.    Principles of consolidation:

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

      g.    Reclassification:

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

      h.    Recent accounting pronouncements:

            In 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 the 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 Standard and their respective impact on the
            Company's operations has 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 the 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.


                                      -9-
<PAGE>

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

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

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.

      i.    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.


                                      -10-
<PAGE>

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

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

NOTE 3:- RESEARCH AGREEMENT (RESTATED)

      On October 8, 2003, the Company entered into a Research and License
      Agreement ("the Agreement") with Yeda. The Company conducts the research
      for a period of three years, at the Weizmann Institute of Science, related
      to an invention comprising methods of organ transplantation utilizing
      developing nephric tissue. The license granted to the Company shall expire
      at the later of (i) the expiration of the patents in the country of sale,
      or (ii) 15 years from the date of receipt of FDA New Drug Approval (in the
      United States), or the equivalent in any other country in which the
      products are sold. In addition, Yeda may terminate the agreement if the
      Company will fail to achieve certain commercialization and development
      achievements, as defined in the agreement.

      The Company committed to grant Yeda, within 120 days of the date on which
      the Agreement is signed, (i) a warrant, exercisable at an aggregate
      exercise price of $ 0.9 to purchase up to 2.23% of the issued and
      outstanding shares of Common stock of the Company immediately following
      the exercise of such warrant, and (ii) a warrant, exercisable at an
      aggregate exercise price of $ 1.1 to purchase up to 2.67% of the issued
      and outstanding shares of the Company immediately following the exercise
      of such warrant, provided that the maximum number of shares of Common
      stock that Yeda may exercise under the warrants shall be 2,315,139 and
      2,771,937, respectively (in each case as such number of shares of Common
      stock shall be appropriately adjusted in the event of stock splits, stock
      dividends, capital reorganizations, reclassifications, recapitalizations
      and the like as well as issuances or sales by the Company of shares for
      par value only, for a consideration of less than par value and for no
      consideration, all in accordance with the terms and conditions of said
      warrant, which shall be satisfactory to Yeda and to the Company). Each
      such warrant shall be exercisable for a period beginning one year after
      the date on which the Agreement is signed, and ending at the later of (a)
      one year following the termination of the Agreement and (b) 10 years after
      the date on which the Agreement is signed. As of the balance sheet date,
      929,300 of the Company's shares of Common stock are underlying the
      warrants.

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

      As the license is used for research and development activities and since
      no alternative use exists for the license, the fair value of the warrants
      as of the balance sheet date, in the amount of $ 2,722, was recorded as
      research and development expenses. The fair value of the warrants was
      determined based on the number of shares underlying the warrants as of the
      balance sheet date. The number of shares underlying the warrants as of the
      balance sheet date was determined based on the actual issued and
      outstanding shares of the Company and any options to acquire Company
      shares for a nominal consideration, totaling 1,360,761 shares of Common
      stock.

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


                                      -11-
<PAGE>

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

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

NOTE 3:- RESEARCH 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 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 of which a non-refundable installment of $ 225 was due on October 9,
      2003, and was paid in December 2003, and a non-refundable installment of $
      225 was due on January 9, 2004 and was paid in December 2003 (these
      amounts are in addition to $ 450 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, respectively, an amount which shall be not less than
      $ 900 and not more than $ 1,000 per year to be determined by mutual
      agreement of the parties not later than 30 days prior to the commencement
      of the relevant year, in four equal quarterly non-refundable installments,
      payable in advance at the beginning of each three month period during such
      year. If the parties fail to reach an agreement within the time frame
      referred to above regarding the amount of the research budget payable for
      the second or third year of the research period (as the case may be), then
      the research budget for such year shall be $ 900, and Yeda shall procure
      the performance of research for such reduced amount.

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

NOTE 4:- STOCK SPLIT

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


                                      -12-
<PAGE>

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

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

NOTE 5:- STOCKHOLDERS' EQUITY

      The Company has granted 2,219,815 warrants to purchase 2,219,815 shares of
      Common stock at an exercise price of $0.0001 per share and 150,000
      warrants to purchase 150,000 shares of Common stock at an exercise price
      of $ 0.01 per share and 2,377,000 shares, at no additional consideration.
      In addition, the Company has committed to grant 1,387,384 warrants to
      purchase 1,387,384 shares of Common stock at an exercise price of $ 0.001
      per share and 300,000 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
      4,701,745 warrants, 2,677,000 are fully vested and non-forfeited as of the
      commitment date, and 416,215 warrants shall vest 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.

NOTE 6:- SUBSEQUENT EVENTS

      Private placement:

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

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

            In connection with PPM2, the Company granted to certain brokers
            172,480 warrants to purchase 172,480 shares of Common stock at an
            exercise price of $ 0.01 per share. In addition, the Company granted
            to these brokers 397,440 warrants to purchase 397,440 shares of
            Common stock at exercise prices ranging between $ 3.75 and $ 6.00
            per share. As of July 31, 2004, the brokers exercised 53,800
            warrants into 53,800 shares of Common stock.


                                      -13-
<PAGE>

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

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

NOTE 6:- SUBSEQUENT EVENTS (CONT.)

      b.    Subsequent to the balance sheet date, the Company committed to grant
            to certain employees 1,965,314 options to purchase 1,965,314 shares
            of the Company's Common stock at an exercise price of $0.30 per
            share. The options shall vest over a period of three years.

      c.    On February 18, 2004, the Company granted to two of its directors
            541,080 options to purchase 541,080 shares of the Company's Common
            stock at an exercise price of $ 1 per share. The options vest over a
            period of three years.

      d.    Commitments and contingencies:

            1.    On September 7, 2004, the Board of Directors decided to
                  terminate the employment of the Chief Executive Officer of the
                  Company ("the former CEO").

            2.    On September 7, 2004, certain shareholders demanded from the
                  former CEO to repay the Company the amount of $ 1,074 (which
                  is the value of the shares, that the Company issued on April
                  2004, as a result of the former CEO's cashless exercise of
                  options granted on march 14, 2004, at the date of exercise,
                  and which were sold by the former CEO), claiming that the
                  exercise of the options was executed before the end of the
                  vesting period. In addition, the shareholders demanded that
                  the former CEO will pay the Company compensation in the amount
                  of $ 645 for damages. Management of the Company and its legal
                  advisors are of the opinion that the vast majority of the
                  assertions are against the former CEO and not against the
                  Company. The Company and its legal advisors deny the
                  assertions that may imply the Company's responsibility and as
                  a result, no provision was recorded in the financial
                  statements.

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


                                      -14-
<PAGE>

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

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

NOTE 7:- RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

      The Company restated its financial statements as of January 31, 2003, and
      for the six and three months then ended, for the following reasons:

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

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

            The effect of the above changes, related to warrants and shares
            granted to Yeda and to service providers, is as follows:

<TABLE>
<CAPTION>
                                                                       FINANCIAL                              RESTATED
                                                                      STATEMENTS         INCREASE IN          FINANCIAL
                                                                      AS REPORTED          EXPENSES           STATEMENTS
                                                                       --------            --------            --------
<S>                                                                    <C>                 <C>                 <C>
            Research and development expenses                          $  7,176            $  4,608            $ 11,784
            General and administrative expenses                        $  3,854            $  2,386            $  6,240
            Net loss                                                   $ 11,018            $  6,994            $ 18,012
            Basic and diluted loss per share from
              continuing operations                                    $  (0.62)           $  (0.37)           $  (0.99)
            Basic and diluted loss per share from
              discontinued operations                                  $     --            $     --            $     --
            Net loss per share                                         $  (0.62)           $  (0.37)           $  (0.99)
            Additional paid-in capital                                 $  9,939            $  6,994            $(16,933)
            Accumulated deficit                                        $ 11,123            $  6,994            $ 18,117
</TABLE>


                                      -15-
<PAGE>

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

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

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

<TABLE>
<CAPTION>
                                                        FINANCIAL                               RESTATED
                                                       STATEMENTS          INCREASE IN          FINANCIAL
            FOR THREE MONTHS ENDED JANUARY 31, 2004    AS REPORTED          EXPENSES           STATEMENTS
            ---------------------------------------    -----------          --------           ----------
<S>                                                     <C>                 <C>                 <C>
            Research and development expenses           $  1,149            $  8,556            $  9,705
            General and administrative expenses         $    115            $  4,981            $  5,096
            Net loss                                    $  1,265            $ 13,537            $ 14,802
            Basic and diluted loss per share from
              continuing operations                     $  (0.07)           $  (0.75)           $  (0.82)
            Basic and diluted loss per share from
              discontinued operations                   $     --            $     --            $     --
            Net loss per share                          $  (0.07)           $  (0.75)           $  (0.82)
</TABLE>

                                   ----------


                                      -16-
<PAGE>

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

Forward Looking Statements - Cautionary Statements

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

OVERVIEW

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

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

<PAGE>

SIGNIFICANT TRANSACTIONS AND EVENTS

CHANGE IN OWNERSHIP AND AMENDMENT OF LICENSE

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

RESEARCH AGREEMENT

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

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

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

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

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

            o     a warrant, exercisable at an aggregate exercise price of US
                  $900 to purchase up to 2.23% of the issued and outstanding
                  shares of common stock of our company immediately following
                  the exercise of such warrant; and

            o     a warrant, exercisable at an aggregate exercise price of US
                  $1,100 to purchase up to 2.67% of the issued and outstanding
                  shares of our company immediately following the exercise of
                  such warrant.

However, the Research and License Agreement provides that the maximum number of
shares of common stock that Yeda may exercise into for each warrant is 2,315,139
and 2,771,937, respectively (in each case as such number of shares of common
stock shall be appropriately adjusted in the event of stock splits, stock
dividends, capital reorganizations, reclassifications, recapitalizations and the
like as well as issuances or sales by us of shares for par value only, for
consideration less than par value and for no consideration, all in accordance
with the terms and conditions of said warrant, which shall be satisfactory to
Yeda and us). The share amounts described above are adjusted to reflect the
three for one split, but not the other adjustment events described above that
have occurred through the date hereof. We have applied to Yeda not to take into
account certain adjustment events in determining such maximum number of shares
as well as for a deferral of the date by which we are obligated to issue Yeda
the warrants. We are waiting for a formal response from Yeda regarding this
issue. Each such warrant shall be exercisable for a period beginning on the date
of its issuance and ending at the later of the following:

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

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

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

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

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

<PAGE>

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

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

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

            o     33% of all sublicense fees for all agreements entered into
                  within one year of the Agreement; and

            o     16% of all sublicense fees for all agreements entered into
                  after such one year period.

FISCAL QUARTER ENDED JANUARY 31, 2004 COMPARED TO THE FISCAL QUARTER ENDED
JANUARY 31, 2003

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 the quarter ended January 31, 2004 amounted to
$14,802,000. These expenses reflect the commencement of its development
operations. The R&D expenses amounted to $9,705,000. The most significant
research and development expense amounted to $9,391,000 was attributable to the
warrant granted to Yeda, Professor Yair Reisner of the Department of Immunology
and his fellow scientists Dr. Dekel and Dr. Passwel and the Company employees.
Research and development activities resulted from the Company agreement with
Yeda amounted to $280. The Company has General and administrative expenses
totaling $5,096,000. The general and administrative expenses were attributed
mainly to costs related to warrants and shares granted to service providers and
to employees and directors both amounted to $4,982,000.

The rest of General and administrative expenses were attributed mainly to the
company legal expenses and directors and officers insurance.

The Company did not have operating expenses for the quarter ended January 31,
2003.

(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 has a Loss of $12,000 in the quarter ended January 31, 2003. Such
activity did not exist in the quarter ended January 31, 2004.

Net loss

As a result the Company incurred a net loss of $14,802,000 for the quarter ended
January 31, 2004, as compared to a net loss of $12,000 for the quarter ended
January 31, 2003.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents were $601,000 as of January 31, 2004,
compared to $5,000 as of January 31, 2003, this increase is attributed to funds
received on account of a private placement that the company is conducting (see
note 6 of the financial statement). The Company has a working capital of
$624,000 as of January 31, 2004, compared to $10,000 as of January 31, 2003. The
Company plans to continue to finance its operations through a combination of
privet 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, our company conducted an
evaluation, under the supervision and with the participation of our acting chief
executive officer and chief financial officer, of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and of the Exchange Act). Based upon
this evaluation, our acting chief executive officer and chief financial officer
concluded that there were material weaknesses with our disclosure controls and
procedures in so far as they were not effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.

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

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      From time to time, the Company may become involved in various lawsuits and
legal proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these
or other matters may arise from time to time that may harm the Company's
business. Except for the following, the Company is currently not aware of nor
has any knowledge of any such legal proceedings or claims that we believe will
have, individually or in the aggregate, a material adverse affect on our
business, financial condition or operating results:

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

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

<PAGE>

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

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

      o     On September 7, 2004, certain shareholders demanded from the former
            CEO to repay the Company the amount of $ 1,074,00 (which is the
            value of the shares, that the Company issued as a result of the
            CEO's cashless exercise of the abovementioned options, at the date
            of exercise, and which were sold by the CEO), claiming that the
            exercise of the options was executed before the end of the vesting
            period. In addition, the above shareholders demanded that the former
            CEO pay the company, compensation in the amount of $ 645,000 for
            damages. Management of the Company and its legal advisors are of the
            opinion that the vast majority of the assertions are against the
            former CEO and not the Company. The Company denies assertions that
            may imply to its responsibility and, as a result, no provision was
            recorded in the financial statements.

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

ITEM 2. CHANGE IN SECURITIES

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

<PAGE>

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

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

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

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit Description

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

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

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

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

(b) Reports on Form 8-K

On November 5, 2003, the Company filed a Form 8-K reporting, under Item 5, the
amendment of the Research and License Agreement with Yeda research and
Development Company Limited and the forward split of its common stock.

On November 10, 2003, the Company filed a Form 8-K reporting, under Item 4, the
resignation of Manning Elliot, Chartered Accountants, at its independent
auditors.

On January 12, 2004, the Company filed a Form 8-K reporting, under Item 4, the
appointment of Ernst & Young LLP at its independent auditors.

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


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