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

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

                                   FORM 10-QSB

                                   (Mark One)
           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the quarterly period ended October 31, 2003.

           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.)

c/o Abramovich, Yosef, Hakim, Toyota Towers,
65 Yigal alon St., Tel Aviv                                     67443 Israel
(Address of principal executive offices)                         (Zip Code)

                    Issuer's telephone number: +972-3-5628288

              (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 January 9, 2004,  the  registrant  had  18,036,000  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)

         Balance Sheets                                                    3

         Statements of Operations                                          4

         Statements of Changes in Stockholders' Equity                     5

         Statements of cash flows                                          6

         Notes to Financial Statements                                    7-12

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              13

Item 3.   Controls and Procedures                                         16

PART II.  OTHER INFORMATION                                               17

Item 1. Legal Proceedings                                                 17

Item 2.  Change in Securities                                             17

Item 3.  Defaults Upon Senior Securities                                  17

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

Item 5.  Other Information                                                17

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

SIGNATURES                                                                18


<PAGE>

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

BALANCE SHEETS
--------------------------------------------------------------------------------
In U.S. dollars

<TABLE>
<CAPTION>
                                                                             October 31,       July 31,
                                                                                2003              2003
                                                                             ----------       ----------
                                                                             Unaudited
                                                                             ----------
<S>                                                                          <C>                <C>
     ASSETS

CURRENT ASSETS:
  Cash                                                                          458,013               --
  Prepaid expenses                                                                8,803               --
                                                                             ----------       ----------

Total current assets                                                            466,816               --
                                                                             ----------       ----------

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

Total assets                                                                    466,816            7,853
                                                                             ==========       ==========

    LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Related parties - shareholders                                                  5,693               --
  Accrued expenses                                                              109,306               --
                                                                             ----------       ----------

                                                                                114,999               --
                                                                             ----------       ----------

ACCRUED SEVERANCE PAY                                                             1,000               --
                                                                             ----------       ----------

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

Total liabilities                                                               118,499           17,677
                                                                             ----------       ----------

SHAREHOLDERS' EQUITY (DEFICIENCY):
  Common shares of $ 0.0001 par value each -
    Authorized: 100,000,000 shares as of July 31, and October 31, 2003;
      Issued and outstanding: 18,036,000 shares as of July 31, and
      October 31, 2003                                                            1,804            1,804
    Preferred shares of $ 0.0001 par value each -
    Authorized: 20,000,000 shares as of July 31, and October 31, 2003;
      Issued and outstanding: 0 shares as of July 31, and October 31,
      2003                                                                           --               --
  Additional paid-in capital                                                  9,102,616           93,196
  Receipts on account of shares                                               1,102,480               --
  Accumulated deficit                                                        (9,858,583)        (104,824)
                                                                             ----------       ----------

Total shareholders' equity (deficiency)                                         348,317           (9,824)
                                                                             ----------       ----------

Total liabilities and shareholders equity (deficiency)                          466,816            7,853
                                                                             ==========       ==========
</TABLE>


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


                                      -3-
<PAGE>

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

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
In U.S. dollars

<TABLE>
<CAPTION>
                                                                                                                 From
                                                                                                             May 31, 2000
                                                                                                              (inception
                                                                         Three months ended October 31,     date) through
                                                                         -----------------------------        October 31,
                                                                             2003              2002              2003
                                                                         -----------       -----------       -----------
                                                                                            Unaudited
                                                                         -----------------------------------------------
<S>                                                                      <C>               <C>               <C>
Operating expenses:
  Research and development                                                   536,515                --           536,515
  Cost related to warrants granted in consideration of research and
      license agreement                                                    5,475,670                --         5,475,670
  Marketing                                                                   15,340                --            15,340
  General and administrative                                                 204,765                --           204,765
  Cost related to warrants and shares granted to service providers         3,533,750                --         3,533,750
                                                                         -----------       -----------       -----------

                                                                           9,766,040               --          9,766,040
 Financial income, net                                                          (125)               --              (125)
                                                                         -----------       -----------       -----------

Net loss from continuing operations for the period                        (9,765,915)               --        (9,765,915)
Earnings (loss) from discontinued operations of a segment of a
   business                                                                   12,156            (3,156)          (92,668)
                                                                         -----------       -----------       -----------

Net loss for the period                                                   (9,753,759)           (3,156)       (9,858,583)
                                                                         ===========       ===========       ===========

Basic net loss per share from continuing operations                            (0.54)               --             (0.54)
                                                                         ===========       ===========       ===========

Basic net earnings (loss) per share from discontinued operations              0.0007           (0.0002)           (0.005)
                                                                         ===========       ===========       ===========

Weighted average shares outstanding                                       18,036,000        18,036,000        18,036,000
                                                                         ===========       ===========       ===========
</TABLE>


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


                                      -4-
<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
                                                      Additional       Receipts                       shareholders'
                                        Share          paid-in        on account       Accumulated       equity
                                       capital         capital         of shares         deficit       (deficiency)
                                      ----------      ----------      ----------       ----------       ----------
<S>                                   <C>             <C>             <C>              <C>              <C>
Balance as of May 31, 2000 xxx                --              --              --               --               --

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

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

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

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

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

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

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

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

Receipts on account of shares                 --              --       1,102,480               --        1,102,480
Cost related to warrants granted
  in consideration of research
  and license agreement                       --       5,475,670              --               --        5,475,670
Expenses related to warrants and
   shares granted to service
   providers                                           3,533,750                                         3,533,750
Net loss for the period                       --              --              --       (9,753,759)      (9,753,759)
                                      ----------      ----------      ----------       ----------       ----------

Balance as of October 31, 2003             1,804       9,102,616       1,102,480       (9,858,583)         348,317
                                      ==========      ==========      ==========       ==========       ==========
</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

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
In U.S. dollars

<TABLE>
<CAPTION>
                                                                                                              From
                                                                                                           May 31, 2000
                                                                                                            (inception
                                                                        Three months ended October 31,    date) through
                                                                          ---------------------------      October 31,
                                                                             2003             2002            2003
                                                                          ----------       ----------      ----------
                                                                                           Unaudited
                                                                          -------------------------------------------
<S>                                                                       <C>              <C>             <C>
Cash flows from operating activities:
  Net loss                                                                (9,753,759)              --      (8,858,583)
  Adjustments required to reconcile net loss to net cash provided by
     (used in) operating activities:
  Cost related to warrants granted in consideration of research and
    license agreement                                                      5,475,670               --       5,475,670
   Expenses related to warrants and shares granted to services
     providers                                                             3,533,750               --       3,533,750
   Changes in operating assets and liabilities:
   Increase in prepaid expenses                                               (8,803)              --          (8,803)
   Increase in related parties - shareholders                                  5,693               --           5,693
   Increase in accounts payable and accrued expenses                         106,870               --         106,870
   Increase in severance pay                                                   1,000               --           1,000
                                                                          ----------       ----------      ----------

Net cash used in continuing operating activities                            (639,579)              --        (744,403)
Net cash provided by (used in) discontinued investing activities             (10,241)           7,712          80,195
                                                                          ----------       ----------      ----------

Total net cash provided by (used in) operating activities                   (649,820)           7,712        (664,208)
                                                                          ----------       ----------      ----------

Cash flows from investing activities:
  Net cash used in discontinued investing activities                              --               --         (15,000)
                                                                          ----------       ----------      ----------

Total net cash used in investing activities                                       --               --         (15,000)
                                                                          ----------       ----------      ----------

Cash flows from financing activities:
  Receipts on account of shares                                            1,102,480               --       1,102,480
                                                                          ----------       ----------      ----------

Net cash provided by continuing financing activities                       1,102,480               --       1,102,480
Net cash flows provided by (used in) discontinued financing
  activities                                                                      --           20,200          34,741
                                                                          ----------       ----------      ----------

Total net cash provided by financing activities                            1,102,480           20,200       1,137,221
                                                                          ----------       ----------      ----------

Increase in cash and cash equivalents                                        452,660           27,912         458,013
Cash and cash equivalents at beginning of period                               5,353            6,787              --
                                                                          ----------       ----------      ----------

Cash and cash equivalents at end of period                                   458,013           34,699         458,013
                                                                          ==========       ==========      ==========

Non-cash financing activities:
Licenses purchased against notes payable                                          --               --          28,000
                                                                          ==========       ==========      ==========

Supplemental disclosures:
Interest paid                                                                     --               --           1,059
                                                                          ==========       ==========      ==========
</TABLE>

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


                                      -6-
<PAGE>

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  currently
            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 shareholder loan, in the amount of $ 2,442.

            Following the share purchase  agreement dated September 4, 2003, the
            management  of the Company  has  decided to dispose  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,  Tissera  Ltd.  The  subsidiary  had not  yet  commenced
            operations as of the balance sheet date.

            Going concern considerations:

            The  Company's  ability to continue to operate as a going concern is
            dependent on its ability to generate  sufficient  cash flows to meet
            its  obligations on a timely basis, to obtain  additional  financing
            and to  ultimately  attain  profitability.  The  Company is actively
            pursuing  financing  through  a  private  placement.   There  is  no
            assurance  that  the  Company  will  raise  sufficient  capital  and
            generate  sufficient  sales to enable the  Company to  continue  its
            operations for the next 12 months.

            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.


                                      -7-
<PAGE>

NOTE 1:-    GENERAL (Cont.)

            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.


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-end is 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 Israel's 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 period ended  October 31, 2003,  were $
            1,000.

            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 October 31,
            2003, 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 earnings (loss) per share:

            Basic earnings  (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.


                                      -8-
<PAGE>

NOTE 2:-    SIGNIFICANT ACCOUNTING POLICIES (Cont.)

            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.

            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  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.


                                      -9-
<PAGE>

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.


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.


                                      -10-
<PAGE>

NOTE 3:-    RESEARCH AGREEMENT (Cont.)

            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 2,307,693 and  2,769,231,  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.

            The Company also  undertakes to pay 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 shall be due and payable on October 9, 2003
            and a  non-refundable  installment  of $  225,000  shall  be due and
            payable on January  9, 2004  (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,  respectively,  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.

            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.


                                      -11-
<PAGE>

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 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.

NOTE 5:-    SHAREHOLDERS' EQUITY

            a.    The  Company  is  committed  to grant  6,926,751  warrants  to
                  purchase  Common  shares of par value $  0.0001,  and  697,000
                  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.    6,233,059   warrants   are   fully   vested   and
                  non-forfeited  as of the commitment date, and 693,692 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.  As of the  balance  sheet  date the
                  warrants and shares were not granted.

            b.    In  addition,  the Company has  committed  to grant to certain
                  employees  1,443,829  options to purchase the Company's Common
                  shares. As of the balance sheet date, the options have not yet
                  been granted,  and all terms and conditions  have not yet been
                  determined.

            c.    In  addition,  the Company has  committed  to grant to certain
                  brokers in conjunction with a private  placement round 100,080
                  warrants to purchase the  Company's  Common shares and 152,080
                  common  shares  at no  additional  exercise  price.  As of the
                  balance sheet date,  the warrants and certain  shares have not
                  yet been granted.

NOTE 6:-    SUBSEQUENT EVENT

            Private placement:

            The Company is in the process of executing a private  placement  for
            the sale of a  minimum  of  400,000  units  and a  maximum  of up to
            2,000,000  units,  at a price  per  unit of $  1.25,  for a  minimum
            offering  in the amount of $ 500,000  and a maximum  offering in the
            amount of $  2,500,000.  Each unit  consists  of one share of Common
            stock  and  three  Common  stock  purchase  warrants.  In  addition,
            management  of the Company has  reserved  the right to increase  the
            number of units offered in this  offering by up to 20%,  which would
            result in the  issuance of up to an  additional  400,000  units with
            respect to the maximum offering.  As of January 6, 2004, the Company
            has raised  approximately  $  1,600,000.  In  addition  the  Company
            granted to each  investor 3 warrants  with an exercise  price at the
            range of $3.75 - $6.00. The warrants are exercisable within a period
            of six month to two years.

                                      -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

      The Company was incorporated  under the laws of the State of Washington on
May  31,  2000.   The  Company   develops,   test  and   commercializes   tissue
transplantation   therapies  based  on  an  approach  employing   organ-specific
precursor  tissues.  The Company 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  technology  of  tissue  transplantation  was  developed  by Prof.
Reisner's lab at the Weizman Institute.  The Company entered into a Research and
License  Agreement with Yeda Research and Development  Company Limited ("Yeda"),
which is located in  Rehovot,  Israel.  Yeda  conducts  research  at the Weizman
Institute of Science,  under the  supervision  of Professor  Yair Reisner of the
Department of  Immunology.  The Company has world wide license that 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.

      The Company is at development stage and devoting  substantially all of its
efforts toward conducting R&D activities,  raising capital,  conducting pursuing
regulatory  approval,  recruiting  personal  and  building  infrastructure.  The
Company has  decided to dispose  all  activities  related to the  activities  of


                                      -13-
<PAGE>

selling a bit error rate  tester,  used for the  integrity  and  reliability  of
communication channels.

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. Also,
in connection with the transaction,  the Company's  principal  executive offices
were moved the office of one of the Company's  shareholders  at: "Toyota Towers"
65 Igal Alon St. -Aviv 67443 Israel.  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,  the  Company  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 the
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 the Company shall expire at the later of
the following:

      o     the expiration of the patents 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.

      The Company has agreed,  within 120 days of the date of  signature  of the
Research Agreement, to issue to 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 the  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 the
            Company immediately following the exercise of such warrant.

However,  the maximum  number of shares of common  stock that Yeda may  exercise
under the warrants shall be 2,307,693 and 2,769,231 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 the Company of shares for par value  only,  for  consideration  less than par
value and for no consideration,  all in accordance with the terms and conditions


                                      -14-
<PAGE>

of said warrant,  which shall be satisfactory  to Yeda and to the Company).  The
share amounts described above are prior to, and will be adjusted to reflect, the
three  for one  forward  split  described  below.  Each  such  warrant  shall be
exercisable  for a period  beginning one year after the date of signature of the
Research Agreement and ending at the later of the following:

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

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

      The Company also undertakes to pay to Yeda the following:

      o     with regard to the first year of the research period  (commencing on
            April 9, 2003),  the amount of US $450,000 of which a non-refundable
            installment  of US  $225,000  shall be due and payable on October 9,
            2003 and a  non-refundable  installment  of US $225,000 shall be due
            and payable on January 9, 2004;  (These amounts are in addition to $
            450,000  paid  earlier,  on  account of the  research  for the first
            year).

      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.

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.

      The  Company  has also  agreed  that  within one year from the date of the
Research  Agreement,  the Company will submit a development  program to Yeda for
its  approval.  The  Company  further  undertakes  to use its  best  efforts  to
commercialize  the  licensed  products.  The  Company  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 using the licensed technology;

      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 OCTOBER 31, 2003 COMPARED TO THE
FISCAL QUARTER ENDED OCTOBER 31, 2002

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  October 31, 2003  amounted to


                                      -15-
<PAGE>


$9,766,040.   These  expenses   reflect  the  commencement  of  its  development
operation.  The R&D expenses  amounted to  $536,515.  The most  significant  R&D
expense  was  related  to R&D  activities  performed  by Yeda in the  amount  of
$450,000.  Cost  related to warrants  granted in  consideration  of research and
license agreement  amounted to $5,475,670  reflects expenses related to warrants
granted to  scientists  associated  with the Company  Rerearch  activities.  The
Company  has  Marketing  expenses  of $15,340  and  General  and  administrative
expenses  totaling  $204,765.  The  General  and  administrative  expenses  were
attributed  mainly to the company legal expenses and provision to D&O insurance.
Cost related to warrants  and shares  granted to service  providers  amounted to
$3,533,750  reflects  expenses related to warrants granted to service  providers
associated  with the Company  development  activities.  The Company did not have
operating expenses for the quarter ended October 31, 2002.

Earnings (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 an earning of $12,156 in the quarter ending October 31,
2003 compared to a loss of $3,156 in the quarter ending October 31, 2002.

Net loss

      As a result the Company  incurred a net loss of $9,753,759 for the quarter
ending  October  31,  2003,  as  compared to a net loss of $3,156 for the period
ending October 31, 2002.

Liquidity and capital resources

      The Company's  cash and cash  equivalents  were $458,013 as of October 31,
2003,  compared to none as of October 31, 2002.  This  increase is attributed to
funds received on account of a private  placement that the company is conducting
(see note 6 to the financial  statement).  The Company has a working  capital of
$351,817  as of October 31, 2003  compared to none as of October 31,  2002.  The
Company plans to continue to finance its  operations  through a  combination  of
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

(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 October 31, 2003.  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.


                                      -16-
<PAGE>

Part II: OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Change in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

None.

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 October 14, 2003, the Company filed a Form 8-K  reporting,  under Item 5, the
entering  into of a  Research  and  License  Agreement  with Yeda  research  and
Development Company Limited.

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
resignatiuon  of  Manning  Elliot,  Chartered  Accountants,  at its  independent
auditors.


                                      -17-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Form 10-QSB  Report,  for the Quarter  ended  September 30, 2003 has been signed
below by the following  person on behalf of the  Registrant  and in the capacity
and on the date indicated.

January 13, 2004

                  TISSERA, INC.

                  By    /s/Vicki Rabenou
                        Vicki Rabenou
                        Chief Executive Officer


                  By    /s/Alex Werber
                        Alex Werber
                        Chief Financial Officer


                                      -18-