SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-KSB

  [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
             ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

  [   ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                         Commission File No. 0-21099

                       TESSA COMPLETE HEALTH CARE, INC.
                       (Name of issuer in its charter)

                 Georgia                                     58-0975098
      (State or other jurisdiction                         (I.R.S Employer
    of incorporation or organization)                  Identification Number)

          35 Fulford Ave., Bel Air, Maryland  21014,  (410) 893-0134
        (Address and telephone number of principal corporate offices)

 Securities registered pursuant to Section 12(b) of the Exchange Act: None

 Securities registered to Section  12(g) of the  Exchange Act: Common  Stock,
 $.02 par value;

 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 twelve months  (or
 for such 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 [   ]

 Check if there is no disclosure of delinquent filers in response to Item 405
 of Regulation  S-B  contained  in  this form,  and  no  disclosure  will  be
 contained, to the  best of Registrant's  knowledge, in  definitive proxy  or
 information  statements  incorporated  by  reference in Part III of the Form
 10-K or any amendment to this Form 10-K.

 The Registrant's  revenues  for the  fiscal  year ended  December  31,  2000
 totaled  $5,960,292

 As of April 12, 2001, the aggregate market value of the voting stock held by
 non-affiliates of  the  Registrant  (assuming for  this  purpose  that  only
 directors, officers,  and stockholders  holding 5%  or  more of  the  Common
 Stock, of the  Registrant are affiliates  of the Registrant),  based on  the
 average of the closing bid and asked prices on that date, was  approximately
 $ 1,891,902

 As of  April  12,  2001,  there  were  32,539,364  shares  of  Common  Stock
 outstanding.


 Documents incorporated by reference: None


                             INDEX TO FORM 10-KSB
                                      OF
                       TESSA COMPLETE HEALTH CARE, INC.



                                    PART I

 ITEM 1.        DESCRIPTION OF BUSINESS

 ITEM 2.        DESCRIPTION OF PROPERTY

 ITEM 3.        LEGAL PROCEEDINGS

 ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                                   PART II

 ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

 ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

 ITEM 7.        FINANCIAL STATEMENTS

 ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE



                                   PART III

 ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE
                  EXCHANGE ACT

 ITEM 10.       EXECUTIVE COMPENSATION

 ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT

 ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 ITEM 13.       EXHIBITS, LISTS AND REPORT ON FORM 8-K





 PART I.

 Item 1.   DESCRIPTION OF BUSINESS

 The Business and History

      Tessa Complete  Health  Care,  Inc. ("Tessa"  and  the  "Company")  was
 incorporated in August of 1997 in the  State of Delaware and is a  physician
 practice management  company  providing  comprehensive  management  services
 under  administrative   relationships   to   multi-specialty  rehabilitative
 care  clinics.  These  clinics  have  provided  medical,  physical  therapy,
 chiropractic, neurological, and other rehabilitative health care services to
 patients.

      During February of  1998, the Company  effected a business  combination
 whereby all outstanding shares of the  Company's Common Stock were  acquired
 by Structofab,  Inc.  ("Structofab") in  exchange  for an  equal  amount  of
 Structofab's Common Stock.  As a result of the transaction, Tessa became the
 wholly-owned subsidiary of  Structofab.  The  former stockholders of  Tessa,
 however, received  shares  representing in  excess  of 90%  of  Structofab's
 common  stock, thereby  effecting a  change in  control of  Structofab.  The
 business combination was accounted for as a reverse acquisition.  Under  the
 accounting rules for reverse acquisition, Tessa was thereafter considered to
 be the  accounting  acquirer.   Thereafter,  Tessa became  a  publicly  held
 company whose Common Stock  was traded on the  OTC Bulletin Board under  the
 symbol "TSSA".

      Tessa  provides  physician  practice  management  services  to   multi-
 specialty   clinics   that   concentrate   on   conservative,   non-invasive
 rehabilitative  care.  The Company's  services include  clinic and  regional
 development  through   implementation   of  the   multi-specialty   concept,
 marketing, payor contracting, and  business, financial, administrative,  and
 clinical information management.

      The  multi-specialty   concept  incorporates   the  idea   of   housing
 complementary medical  and therapeutic  specialties within  the same  clinic
 and, through case management by a  medical doctor, the ability to  prescribe
 these services in  accordance with the  unique needs of  each patient.   The
 broad spectrum  of  rehabilitative care  offered  by the  Company's  clinics
 includes physical medicine, and chiropractic care, coupled with physical and
 occupational therapy, neuro-diagnostic testing, and chronic pain management.
 The Company believes that  the multi-specialty model  serves to benefit  the
 patient through  the provision  of superior  treatment and  consistent  case
 monitoring and  benefits its  medical practitioners  by increasing  revenues
 through the  provision of  multiple services  at a  single,  multi-specialty
 clinic and  increasing  patient volumes  through  the Company's  ability  to
 procure managed care and other contracts.

      In fiscal 1998, the Company began an expansion program which focused on
 the acquisition of the assets (ex. accounts receivable, equipment,  goodwill
 etc.) of chiropractic and medical clinics.   Thereafter the Company  entered
 into managerial relationships with companies ("Medical Corporations")  which
 employed health care providers such  as chiropractors, medical doctors,  and
 physical therapists located in the states  where the Company had  management
 service  organizations  incorporated.  The management  service  corporations
 were established in states   in order to  provide business type services  in
 exchange for payment from the revenue generated by the health care providers
 consisting  of  Chiropractors,  Medical  Doctors,  and  physical  therapists
 working for the aforementioned Medical Corporations.  The asset  acquisition
 process continued into fiscal 1999 whereas the Company increased the  number
 of clinics  it provided business services to from 8 to 33.

      During the first quarter  of fiscal 2000 and  pursuant to an  Agreement
 and  Plan   of  Reorganization   (the  "Merger   Agreement")  between   Zaba
 International,  Inc.  ("Zaba"),  a  Colorado  corporation,  and  Tessa,  all
 outstanding shares of common stock of Zaba were exchanged for 225,000 shares
 of common stock  of Tessa and  $112,500 in cash  in a  transaction in  which
 Tessa was the surviving company.

      Prior to  the  merger,  Zaba  had  2,407,166  shares  of  common  stock
 outstanding.  Such shares were exchanged for 225,000 shares of common  stock
 of Tessa and cash consideration of $112,500.  By virtue of the merger, Tessa
 acquired 100% of the issued and outstanding common stock of Zaba.  Prior  to
 the effectiveness of the Merger, Tessa had an aggregate of 13,986,709 shares
 of common stock issued and outstanding.

      Tessa had been a non-reporting, publicly-traded company with a  portion
 of its issued and  outstanding common stock  exempt from registration  under
 the Securities Act of 1933, as amended, pursuant to Rules 504 of  Regulation
 D, Rule  144 and  Rule 701  of  the General  Rules  and Regulations  of  the
 Securities and Exchange Commission.  As a result of the merger, Tessa became
 a reporting company under the Securities Exchange Act of 1934.  The NASD has
 implemented a change in its rules requiring all companies trading securities
 on the OTC Bulletin Board to become reporting companies under the Securities
 Exchange Act of 1934, as amended.

 The Industry

      The rehabilitative care market in the United States is significant  and
 growing.  According  to the American  Academy of  Orthopaedic Surgeons,  the
 market size associated with the delivery  of musculoskeletal care, of  which
 rehabilitative care is a component, is expanding.  Current expenditures  are
 estimated  to  be  more  than  $90  billion annually.  The increase  in  the
 Company's target  market can  be attributed  to  various factors,  including
 increasingly active lifestyles that  have resulted in  the growth of  sports
 medicine and the overall aging of the population.

 Principal Services

      Tessa  provides  physician  practice  management  services  to   multi-
 specialty   clinics   that   concentrate   on   conservative,   non-invasive
 rehabilitative care.  The Company's  services  include  clinic and  regional
 development  through   implementation   of  the   multi-specialty   concept,
 marketing, payor contracting, and  business, financial, administrative,  and
 clinical information management.

      Services provided through the health care providers operating under the
 Medical Operations are  valuation and management  of patients, treatment  of
 muscular skeletal  disorders  with  Chiropractic, passive  physical  therapy
 modalities and active rehabilitative  exercise.  In addition, each  facility
 has and will under the health  club model provide diagnostic testing in  the
 form of radiographic  evaluation and  computerized range  motion and  muscle
 testing.

 Marketing

      Tessa markets  the  services provided  by  the clinics  with  which  it
 business relationships with to a variety of parties that are connected to or
 have contact with the different payors that comprise the revenue base of the
 clinics revenues: management contracts, managed care organizations,  lawyers
 that represent personal  injury patients,  physician groups  with which  the
 Company may  have  informal  cross-referral arrangements,  union  and  trade
 groups, self-insured groups, and local industry.  The Company also  conducts
 direct marketing through various media (ex. telemarketing, mailings,  Yellow
 Pages advertising) to self-payors.

 Customers

      The clinics with  which the  Company has  had management  relationships
 with during  the past  several years  derived revenue  from a  broad mix  of
 payors.  The  initial relationship with  a patient can  be derived  directly
 with a patient or  by the patient being  in a health  plan which the  health
 care  provider  may  have  participated in.  However,  in  most  cases,  the
 majority of payment received is from  third party payors such as: 1)  Manged
 Care Payors;  2)  Worker's Compensation  programs;  3) Personal  injury  re-
 imbursement from attorneys and/or insurance companies; and other  government
 sponsored programs such as Medicare and Medicaid.

 Competition

      Although Tessa has experienced limited competition as defined under the
 multi-specialty strategy versus  other similar type  entities, and  believes
 that it will confront limited competition as the Company shifts to providing
 health care  services  under the  health  club  model, there  is  still  the
 competition from  individual  and  multi-practitioner  facilities  that  the
 Company  will  have to  compete  with in  providing  patient  services.  The
 Company believes that  it can obtain  an advantage through  the health  club
 model by providing preventive and rehabilitative services in an  environment
 where: 1)  there is  a patient  base  that is  conscious of  health  related
 matters; 2) it is at the point  at which numerous health related issues  may
 arise; and  3) it  is able  to utilize  club facilities  and  rehabilitative
 equipment within health club facilities.

 Backlog

      Not applicable.

 Employees

      During the fourth quarter, all employees  except for the Company's  CEO
 had been laid off due to the Company's inability to obtain financing and the
 resulting suspension of operations.  The  Company believes that most  of the
 terminated employees have been re-hired by  health care providers  that were
 previously  employed  by  the  Medical  Corporations  that  Tessa  had  been
 providing  business  services  to,  and   have  since  separated  from   the
 aforementioned Medical Corporations.

 Government Regulation

      The  healthcare  industry  is   highly  regulated  and  is   undergoing
 significant change as  third-party payors,  such as  Medicare and  Medicaid,
 traditional indemnity insurers, managed care organizations and other private
 payors increase  efforts  to  control cost,  utilization,  and  delivery  of
 healthcare services.  Legislation is continuously being proposed or  enacted
 at the federal, state, and local levels  to regulate healthcare delivery  in
 general  and  physician  services  in particular.   Providers  of  physician
 services,  chiropractic  services,  physical  therapy  services  and   other
 Medicare and Medicaid covered services are subject to federal and state laws
 governing illegal  payments  for patient  referrals  for items  or  services
 reimbursed by Medicare and Medicaid.  In addition, professionals are subject
 to varying  state laws  governing self-referral.   Finally,  entities  which
 acquire professional practices are subject to laws restricting the corporate
 practice of  medicine, professional  fee splitting  statutes, and  laws  and
 regulations concerning proper billing to third party payors.

      As recently  as  fiscal  1999,  the  Company  maintained  a  compliance
 department  and  outside   counsel  to  address   matters  of   governmental
 regulation.  However due  to restructurings and  the eventual suspension  of
 operations during the  latter part  of fiscal  2000, the  Company no  longer
 retains a separate compliance department.  If and when the Company re-starts
 operations during fiscal 2001, the Company does plan to work closely  within
 governmental guidelines and further believes  that by initially focusing  on
 specific services  areas  (rehabilitative)  and  geographical  regions  (ex.
 health clubs with specific markets such as Maryland), that it will be easier
 to maximize efficiencies of specific  health services instead of  attempting
 to cover the broader breadth of  services and territories it has covered  in
 the past.

 Environmental Protection Compliance

      The  Company  has  no  knowledge  of   any  federal,  state  or   local
 environmental compliance regulations which  affect its business  activities.
 The Company  has  not expended  any  capital to  comply  with  environmental
 protection statutes, and does not anticipate that such expenditures will  be
 necessary in the future.

 ITEM 2.   DESCRIPTION OF PROPERTY

      Due to the suspension  of operations, the change  of management, and  a
 change in strategy for proceeding forward, the Company has closed  corporate
 locations in  California,  Illinois,  Ohio and  Oregon.    The  Company  now
 operates within a Chiropractic and Rehabilitative clinic located in Bel Air,
 Maryland.  Also, functions that were being maintained by multiple  locations
 have either been consolidated or outsourced in order to reduce costs.

      As to lease  agreements that the  Company may be  a party to  involving
 clinics, the  Company  is  negotiating  with  practitioners  that  had  been
 employed by  the Medical  Corporations the  Company was  providing  business
 services to in order to assume the leases in their re-acquisition of  clinic
 assets.

 ITEM 3.   LEGAL PROCEEDINGS

      The  Company  has  been  named as a defendant in the matter of Woodburn
 Chiropractic Clinic and Patrick Owen v. Tessa Complete Health Care, Inc., et
 al., in the  Circuit Court  for the County  of Clackamas,  State of  Oregon,
 Civil Action No.  CCV0002608, the Complaint  of which alleges  breach of  an
 employment contract.  The Company is defending against this claim.

      The  Company  has been  named  as a defendant in the matter of  Stephen
 Blevins v. Tessa Complete  Health Care, Inc., et  al., in the Circuit  Court
 for the County of Du  Page, State of Illinois,  Civil Action No. 00L  00435,
 the Complaint of  which  alleges  breach  of  an  employment  contract.  The
 Company is defending against this claim.

      The Company has been named as a defendant in the matter of Jack Schmitz
 v. Tessa Complete  Health Care, Inc., et al., in the Superior Court for  the
 County of San  Bernardino, State  of California,  Case No.  RCV 044995,  the
 Complaint of which alleges wage claims and breach of an employment contract.
 During the first quarter  of fiscal 2001, the  Company reached a  settlement
 with the plaintiff  which will result  in the Company's  dismissal from  the
 case.

      The Company has  been named as  a defendant in  the matter of  American
 Express Business Finance Corporation v. Tessa Complete Health Care, Inc., et
 al., in the Superior  Court for the County  of Orange, State of  California,
 Case No. 00CC11352, the  Complaint of which alleges  breach of an  equipment
 lease and related claims.  Judgment was entered in the amount of $29,831.98.

      The Company has been named as a defendant in the matter of  Christensen
 v. Tessa Complete Health Care,  Inc., et al. in  the Superior Court for  the
 County of Clark, State of Washington,  Case No. 01-2-00625-1, the  Complaint
 of which alleges  breach of  employment contract  and related  claims.   The
 Company is defending against this claim.

      The Company has been  named as a  defendant in the  matter of Fryer  v.
 Tessa Complete Health Care, Inc., et al.  in the Court of Common Please  for
 the County of Hamilton, State of Ohio, Case No. A00005007, the Complaint  of
 which alleges  breach of  employment contract.    The Company  is  defending
 against this claim.

      The Company  has been  named as  a defendant  in the  matter of  Comasa
 Associates, Ltd. v. Tessa  Complete Health Care, Inc.  in the United  States
 District Court for the Eastern  District of New York,  Case No. CV 00  5085,
 the Complaint of  which alleges  breach of a  promissory note.   During  the
 first quarter of  fiscal 2001,  the Company  reached a  settlement with  the
 plaintiff which will result in the Company's dismissal from the case.

      The Company has been named  as a defendant in  the matter of Gorman  v.
 Tessa Complete Health Care, Inc., et al. in the Circuit Court for the County
 of Multnomah, State of Oregon, Case  No. 0012-13096, the Complaint of  which
 alleges breach of employment  contract and related claims.   The Company  is
 defending against these claims.

      The Company has been  named as a defendant  in the matter of  Gonzalez-
 Wiley v.  Tessa Complete  Health Care,  Inc., et  al. in  the United  States
 District Court  for  the  District of  Oregon,  Case  No.  CV00-1320AS,  the
 Complaint of which alleges breach of employment contract and related claims.
 The Company is defending against these claims.

      The Company has been named  as a defendant in  the matter of Simons  v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, Eastern  District of  Kentucky at  Covington,  Case No.  99-207,  the
 Complaint of which alleges breach of contract and related claims.  A  Cross-
 Complaint has  been  filed  against  the  Company  by  Litchfield  Financial
 Corporation, one of the  defendants in the case.   The Company is  defending
 against these claims.

      The Company has been named as a  defendant in the matter of Collier  v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, District of Oregon, Case  No. CV 00 1794  KI, the Complaint of  which
 arises out of  a judgment previously obtained by the plaintiff against Spine
 & Rehabilitation Centers of Oregon, P.C., a Medical Corporation, for  breach
 of  an employment contract.  The Company was  not a party  to  the  previous
 litigation  matter.  Spine &  Rehabilitation Centers  of Oregon,  P.C. is  a
 Medical Corporation and is not owned in whole  or in part by the Company  or
 any of its subsidiaries. The Company previously provided management services
 to the corporation.

      The Company has been named as a defendant in the matter of Thelander v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, District of Oregon, Case  No. CV 00 1793  ST, the Complaint of  which
 arises out of a judgment previously obtained by the plaintiff against  Spine
 & Rehabilitation Centers of Oregon, P.C.,  a Medical Corporation for  breach
 of an employment contract.   The Company was  not a party  to  the  previous
 litigation  matter.  Spine &  Rehabilitation Centers  of Oregon,  P.C. is  a
 Medical Corporation and is not owned in whole  or in part by the Company  or
 any  of  its  subsidiaries.   The  Company  previously  provided  management
 services to the corporation.

      The Company  is party  to certain  other legal  proceedings which  have
 arisen in the normal course of operating the Company's business and is aware
 of other threatened  or  pending  litigation.  However,  it is believed that
 such  legal  proceedings to  which  the  Company (or any of its officers and
 directors in their capacities  as such) is or may be a party or to which the
 property of the  Company may  be or  is subject  would not  have a  material
 adverse effect on the Company's  business, financial condition or results of
 operations.

 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           During the year  ended December  31, 2000,  the following  matters
 were proposed and approved at a shareholder meeting for the Company held  on
 March 16, 2000:

      1.        The  Agreement  and   Plan  of  Merger   providing  for   the
                acquisition of  all  of  the issued  and  outstanding  common
                shares of Zaba International, Inc.

      2.        An  amendment  to  the   Articles  of  Incorporation   adding
                Paragraph 9 which authorizes the holders of a majority of the
                Company's  issued   and  outstanding   shares  to   undertake
                shareholder action by consent.

      3.        A Stock  Option  Plan with  reservation  of an  aggregate  of
                1,500,000 shares of the  Company's common stock for  issuance
                thereunder.



 PART II


 ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

<TABLE>

 PERIOD OF QUOTATION                   COMMON STOCK
                              BID                           ASKED
                     --------------------           ----------------------
                     HIGH           LOW             HIGH           LOW
                     ----           ---             ----           ---
 <S>                 <C>            <C>             <C>            <C>
 FISCAL 1999
 -----------
 FIRST QUARTER       2-3/4            7/8           3-1/16           7/8
 SECOND QUARTER      4-7/8            3/4           6-1/4          1
 THIRD QUARTER       4-1/16         2-1/8           4-11/16        2-3/8
 FOURTH QUARTER      3-7/16         1-3/4           4-1/4          1-7/8

 FISCAL 2000
 -----------
 FIRST QUARTER       2-3/4          1-1/4           3              1-3/8
 SECOND QUARTER      1-1/4           37/100         1-37/100        43/100
 THIRD QUARTER        59/100          7/25            39/50         31/100
 FOURTH QUARTER       31/100          1/20            9/20           3/50

</TABLE>


 ITEM 6.   MANAGEMENT'S DISCUSSION AND  ANALYSIS OF  FINANCIAL CONDITION  AND
 RESULTS OF OPERATIONS

 Overview

      The following  discussion  should  be  read  in  conjunction  with  the
 Company's audited financial statements and  notes thereto included   herein.
 In connection with, and because it  desires to take advantage of, the  "safe
 harbor" provisions of the Private Securities Litigation Reform Act of  1995,
 the Company cautions readers regarding certain forward looking statements in
 the following  discussion and  elsewhere in  this report  and in  any  other
 statement made by, or on the behalf of the Company, whether or not in future
 filings with  the  Securities  and  Exchange  Commission.  Forward   looking
 statements   are  statements  not   based   on  historical  information  and
 which   relate  to  future  operations,  strategies,  financial  results  or
 other developments.  Forward looking  statements  are necessarily based upon
 estimates  and  assumptions  that  are  inherently  subject  to  significant
 business, economic and competitive uncertainties and contingencies, many  of
 which are beyond the  Company's control and many  of which, with  respect to
 future business decisions, are subject to  change.  These uncertainties  and
 contingencies can affect actual  results and could  cause actual results  to
 differ materially from  those expressed  in any  forward looking  statements
 made by, or on behalf of, the Company.  The Company disclaims any obligation
 to update forward looking statements.

      The following information is intended to highlight developments in  the
 Company's operations to present the results of operations of the Company, to
 identify key trends affecting the Company's businesses and to identify other
 factors affecting the Company's results of  operations for the fiscal  years
 ended December 31, 2000 and 1999.

   Restructuring/Going Concern

      The Company's audited financial statements  for the fiscal years  ended
 December 31,   2000 and 1999  have been prepared  assuming that the  Company
 will continue as  a going  concern.  The  Company has  suffered losses  from
 operations and has a  net capital deficiency  that raises substantial  doubt
 about its ability to continue as a going  concern.  In addition, due to  the
 separation of the Company's  relationship with certain Medical  Corporations
 it had  been providing  managerial services  to due  to the  elimination  of
 operational funding from an Accounts Receivable Purchase Agreement (See Note
 5 - Notes Payable - Medical Corporations contained elsewhere herein) for the
 Medical Corporations, the Company  temporarily ceased operations during  the
 fourth quarter of fiscal 2000.  The financial statements do not include  any
 adjustments that might result from the outcome of this uncertainty.

      The Company  attributes much  of the  above  mentioned losses  and  the
 resulting  capital  deficiency  to  integration  difficulties  the   Company
 encountered during  an expansion  plan during  fiscals 1998  and 1999  which
 increased the number  of asset  acquisitions at clinics  from 8  to 33,  and
 increased revenues from  $2.1 million to  $22 million for  the fiscal  years
 1997 through 1999.  To help address the above issues, the Company  initiated
 managerial, financial,  and operational  restructurings during  fiscal  2000
 that have  continued into fiscal 2001.  In addition, the Company has shifted
 its business strategy from one of expansion through the acquisition of  pre-
 existing multi-disciplinary  practices  to  a strategy  which  involves  the
 Company renting  space  within  high profile  health  clubs  and  initiating
 rehabilitative type clinics within such clubs.

      With regard  to  managerial  changes,  during  fiscal  2000  Tessa  has
 undergone changes  which have  resulted in  the resignations  of Dr.  Thomas
 Bolera as Chief  Executive Officer, Dr.  Kim Christensen as  an Officer  and
 Director, David  Russell as  Chief Financial  Officer, Dr.  Vaughn Dabbs  as
 Director and Dr.  Dayna Bolla  as Director.   In connection  with the  above
 resignations,  Robert  Flippin  was  appointed  President,  Chief  Executive
 Officer, Chief Financial Officer, and a Director of Tessa.  Robert Vener and
 Dr. Mark Newman were also appointed as Directors of Tessa during the  second
 quarter of fiscal 2000.  Mr. Vener  resigned as a Director during the  third
 quarter of fiscal  2000.   During the third  and fourth  quarters of  fiscal
 2000,  Robert  Verhey  and  Judith  Krueger  were  appointed  as  Directors,
 respectively.

      Managerial restructurings  have continued  into  the first  quarter  of
 fiscal 2001 in  that  Mr.  Flippin resigned and   Dr. Brian  Regan has  been
 appointed  as  the  Company's  President,  Chief  Executive  Officer,  Chief
 Financial Officer, and as a Director.   In addition, there have been   other
 changes during the first  quarter of fiscal 2001  to the Company's Board  of
 Directors in that Norman  Perry was added as  a Director whereas Mr.  Verhey
 and Ms. Krueger resigned as Directors.

      As to financial restructurings, the Company has undertaken and executed
 plans which were   initiated in fiscal 2000  and have continued into  fiscal
 2001 which  have included:  1) the  conversion  of debt  to equity;  2)  the
 conversion of debt to payment plans; and 3) settlements of debt in  exchange
 for heavily discounted lump  sum payments by the  Company. Although most  of
 the debt negotiations remained unresolved at the close  of fiscal 2000,  the
 Company has reached  agreement in fiscal  2001 such that  debt in  excess of
 $1.5 million  dollars  will be  eliminated  upon exchange  for  payments  of
 approximately $68,000.

      During the first three quarters of fiscal 2000, the Company   initiated
 an  operational    restructuring  which  included:  1)  the  combination  of
 geographically related clinics;  2) the elimination  and separation of  some
 clinics which provided  inconsequential or negative  cash flow;  and 3)  the
 introduction  of  an  incentive  plan  to  optimize  clinic   profitability.
 Although the  Company was  able to  substantially improve  upon  operational
 results as compared to fiscal 1999, it was unable to obtain a level of  cash
 flow to  meet  general corporate  overhead  and past  obligations  and  such
 deficiency resulted in the termination of its relationships with the Medical
 Corporations and the resulting elimination  of revenue the Company  received
 from managerial services provided to the Medical Corporations.

      As stated  above, the  Company has  shifted  its strategy  from  growth
 through the acquisition of assets from pre-existing clinics to  establishing
 clinics within  high-profile  health  clubs.    This  change  was  initiated
 primarily due to  the difficulties  the Company  experienced in  integrating
 pre-existing  clinics  and  management  practices  with  clinics  that   had
 primarily been acting independently  for a substantial  period  of time.  In
 addition,  because  of  liquidity  disruptions  the  Company  experienced in
 revenue from its business   relationship with  the above mentioned  clinics,
 the Company  experienced difficulties in generating enough revenue to  cover
 the corporate overhead that was needed to manage the coast to coast coverage
 of clinics the Company was providing services to.  By changing its focus  to
 the health club setting in specific geographic regions, the Company believes
 that it can  initially  operate with a much  reduced level of corporate  and
 operational overhead.  The Company believes that by aligning itself with the
 health club market,  it is provided  with a built-in  database of  potential
 patients (club members) which the Company may have had to outlay substantial
 cash and stock for in  the past with  its  roll-up acquisition strategy.  In
 addition, it is also aligning itself with the relatively high growth  market
 of sports and rehabilitative  medicine versus the multi-disciplinary  market
 the Company had experienced limited growth from in the past.

      There are no assurances that  the Company's above-mentioned plans  will
 generate profits or that  the Company will be  able to restructure debt  and
 cover overhead within  a manageable range  relative to profitability  and/or
 the acquisition of debt/equity financing. The Company's success is dependent
 upon its ability to develop profitable  clinics and clinical programs,  such
 as the  exercise  facility clinics as discussed  above. To accomplish  these
 goals, Tessa will/may  require additional equity  and/or debt financing  and
 its absence could further hinder the Company's ability to proceed.

   Results of Operations

      Comparison  of   Results  of   Operations  for  the fiscal years  ended
 December 31, 2000 and 1999.

      Revenues decreased by  $8,675,263 to   $5,960,292 for  the fiscal  year
 ended December 31,  2000  versus  $14,635,555 for   the fiscal  year   ended
 December 31, 1999.  The  Company attributes the 59.3%  decrease  in  revenue
 primarily to the elimination of  management services throughout fiscal  2000
 which the Company was providing to  the Medical Corporations as a result  of
 the separation of health care providers  and/or due to the inability of  the
 medical corporations  to  obtain   financing  upon the  termination  of  the
 accounts receivable purchase  agreement between  the aforementioned  medical
 corporations  and  Litchfield  Financial  Corporation  ("Litchfield).    See
 Liquidity and Capital Resources under the Management Discussion and Analysis
 section contained elsewhere herein.

      Operating expenses (hereinafter operating  expenses shall be  exclusive
 of depreciation and  amortization) decreased  by  $13,576,824 to  $5,805,292
 for the fiscal year ended December 31, 2000 versus $19,382,116 for the prior
 year's comparative period.   Although the  Company ceased operations  during
 the fourth quarter and laid off all but one employee, most of the  operating
 expense  decrease is  due  to  the  Company's  efforts  to  reduce  expenses
 by centralizing  corporate functions which allowed the Company  to eliminate
 certain  corporate  duplications,  the  reduction   of  overhead due  to the
 separation  of  certain clinics, and  the  reduction  of expenses that  were
 attributed  to the substantial expansion efforts that were initiated  during
 fiscal 1998 and continued into fiscal 1999.

      Amortization and depreciation expense decreased from $1,342,174 for the
 fiscal year ended December 31, 1999 to $201,475 for the year ended  December
 31,  2000.  The decrease is  primarily  attributable  to the elimination  of
 amortization expense associated with goodwill  that was fully written off at
 the end of fiscal 1999 as these assets were deemed to  have been permanently
 impaired due to the separation of certain previously acquired clinics.

      Financing related  charges decreased by $356,387 to $1,198,590 for  the
 fiscal year ended  December 31, 2000  from $1,554,977 for  the prior  year's
 comparative period.   The finance charges  were attributed  to the  accounts
 receivable  purchase   agreement   between  Litchfield   and   the   Medical
 Corporations the Company had been providing  managerial services for.   Upon
 the termination  of the  Purchase Agreement  during  the fourth  quarter  of
 fiscal 2000, and  the resulting separation  of the Company  and the  Medical
 Corporations, financing related  charges were  no longer  recognized by  the
 Company.   Thus  finance related  charges  were   recognized  for  all  four
 quarters of fiscal 1999 whereas the  charges were eliminated from  reporting
 during the last quarter of fiscal 2000.  See Liquidity and Capital  Resource
 under the Management and Discussion Section contained elsewhere herein.

      In addition, the   Company  also recognized   additional  expenses   of
 $5,713,429 for restructuring charges, $148,972 for stock based compensation,
 and $470,394 due to the write-down of  the acquisition of a Las Vegas  which
 was closed during the fourth quarter due to the financial disruptions of the
 Company.  The restructuring charges  consisted primarily of the  elimination
 of any  accounts  receivable upon  the  separation and  termination  of  the
 Company's relationship  with the  medical  corporations that  had  generated
 accounts receivable from health related services  and the write-down of  all
 remaining equipment due to the separation  of the health  care providers and
 the Company's  inability to  obtain control  over  the assets  through  cost
 effective methods.

      As a result of the foregoing factors, the Company reported a net   loss
 of $7,107,466 for the fiscal year ended December 31, 2000 versus a net  loss
 of $16,073,358  for the   prior  year's   comparative period.   The  Company
 reported a net loss per share  of $.42 for   the fiscal year ended  December
 31, 2000 versus $1.23 for the fiscal year ended December 31, 1999.

    Liquidity and Capital Resources

      Cash flow from operations was a negative $2,312,747for the fiscal  year
 ended December 31, 2000 versus a  negative $5,597,744 for the  prior  year's
 comparative period.  The  Company financed the  negative cash flows  through
 the sale of equity  throughout  fiscal 2000.

      Throughout fiscal 1999 and  2000, the Company  has been dependent  upon
 funding as related to therelationship it  has had with Medical  Corporations
 it had been  providing business related  services to in  exchange for  fees.
 The aforementioned Medical Corporations had financially been dependent  upon
 advances it would receive  from a Healthcare  Accounts  Receivable  Purchase
 Agreement  (the "Purchase   Agreement")  with DynaCorp Financial Strategies,
 Inc. ("DynaCorp" and the "Purchaser") the Medical Corporations entered  into
 in November of 1998.  At the time the Medical Corporations entered into  the
 Purchase Agreements, the Company  was  a party to certain of the  agreements
 with Purchaser.  As a result, it  is possible that the Purchaser may  assert
 certain claims against the  Company in connection with  amounts owed by  the
 Medical  Corporations.  As of  December 31,  2000  the  balance owed  by the
 Medical Corporations under the Purchase Agreement totals approximately  $9.3
 million.  The purchaser is holding  accounts receivable which,  if collected
 will  be  used  to  offset  any  obligations  there  under.  The amount  and
 collectibility of the accounts receivable cannot be determined at this time.
 In addition, the Company pledged the stock of  any subsidiaries, existing or
 thereafter  acquired,  including  all  cash and  non-cash proceeds from such
 shares as security for the Purchase Agreements.   As  of  December 31, 2000,
 the Company's subsidiaries have no assets.  Management and legal counsel are
 in  the process  of reviewing  the documentation  and related  legal  issues
 concerning  the validity of some or all of Tessa's obligations in connection
 with the Purchase  Agreements.  As  of April  16,  2001,  all correspondence
 from the  Purchaser indicates that the  obligations  are owed by the Medical
 Corporations, not of the  Company, and as such  all notices of default under
 the  Purchase Agreements have  been served only  on the Medical Corporations
 and not on the Company.

      The  Purchase   Agreement  provided  for,  amongst  other  things,  the
 Medical Corporations  agreeing to  sell and  assign to  DynaCorp all  right,
 title  and  interest  in  accounts  receivable  proposed  by    the  medical
 corporations.  Upon  the   purchase of  the   proposed accounts  receivable,
 DynaCorp agreed to advance on behalf of the medical corporations,  an amount
 up to 60% of the net collectible  value  of proposed  accounts  receivables.
 The   original  amount  of  advances  per   the    Purchase  Agreement   was
 originally up to $5 million, and was subsequently increased to $8.5  million
 during fiscal 1999.   In the  event that Dynacorp  collected an amount  less
 than the  amounts  advanced  by  DynaCorp,  the  medical  corporations  were
 responsible to make  up any difference  between the amount collected and the
 amount due.  To   secure the  collection  of  the receivables, DynaCorp  has
 been provided security  interest in all assets  of the medical corporations.
 Conversely, in  the event that DynaCorp  received in  excess  of the amounts
 advanced by DynaCorp   against the proposed  accounts  receivable,  DynaCorp
 was to return the excess amount back to the medical corporations.

      In addition  to the  above, the  Purchase  Agreement  provided  for  an
 origination fee of $50,000 and monthly charges consisting of: i) 4% over the
 prime lending rate of  amounts that are purchased  and not yet collected  by
 DynaCorp; and ii) a service fee equaling .01% of the Net Collectable  Value,
  adjusted for actual collections.   The  service  fee was originally  capped
 at $300,000 annually, and was subsequently increased to a cap of $480,000.

      During the year ended December 31, 1999, the  Purchase  Agreement  with
 DynaCorp was accounted for by  designating $13,700,000 of its  approximately
 $20,000,000 in accounts receivable to offset the approximately $8.3  million
 advanced by  DynaCorp.   For  the year  ended  December 31,  2000,  accounts
 receivable were  not  recognized on  the  Company's financials  due  to  the
 elimination of the Company's relationship with the Medical Corporations that
 had been generating the accounts receivable.

      During the  third quarter of fiscal  2000, the above mentioned Purchase
 Agreement  with  Dynacorp  was  acquired by Litchfield Financial Corporation
 ("Litchfield").  Shortly after the above acquisition of accounts  receivable
 by Litchfield, Litchfield determined that the agreements it  had acquired in
 connection with  the accounts  receivable that  had  been generated  by  the
 medical corporations were in default relative to the collateral coverage  as
 described in the Purchase Agreements.  Litchfield then provided each medical
 corporation with  a notice  of default  and  shortly thereafter  ceased  all
 advances against accounts receivable generated by the medical  corporations.
 As a result of  the inability of the  medical corporations's ability to  pay
 Tessa for services, Tessa ceased all operations during November of 2000.

      Finally, although  initial actions  by Litchfield  with regard  to  the
 above mentioned defaults  have indicated that  the parties  to the  Purchase
 Agreement are  Litchfield and  the Medical  Corporations,  the   Company  is
 currently reviewing  all matters  pertaining  to any  potential  obligations
 under the Purchase Agreement by the Company.

      Financing related    charges  $1,198,590  for  the  fiscal  year  ended
 December 31, 2000 and  $1,554,977  for the prior year's comparative  period.
 The finance  charges were  attributed to  the accounts  receivable  purchase
 agreement between Litchfield  and the Medical  Corporations the Company  had
 been providing managerial services for.

      During 1998, 1999 and until June  of 2000, the Company operated   under
 an agreement  with  American  Outsource Strategies  ("AOS")  a  professional
 employer  organization.  Under  the terms  of  the agreement,  AOS  provided
 employee leasing and payroll processing services.  Although the  health care
 providers were separated as  noted above, AOS  continued to provide  payroll
 services for all Tessa and medical corporation personnel until June of 2000.
 Payment to AOS for  employee  leasing  services included employee  salaries,
 payroll taxes, benefits and AOS's fees. AOS is 50% owned by two  individuals
 who are  the  former Chief  Executive  Officer and  former  Chief  Financial
 Officer of Tessa.

      In  addition  to  the  above   obligations,  the  Company  has  accrued
 approximately $2.1  million  for  matters pertaining  to  past  health  care
 providers and past management of the  Company related  to amounts due  under
 acquisition  and/or  employment  agreements and  from  amounts  advanced  by
 practitioners for  expenses related to  operating  clinics.  The Company  is
 reviewing  certain of these  agreements and related liabilities to determine
 the full extent of obligation, if any, and whether the obligation is owed by
 medical corporations to which the Company only provided managerial  services
 for, or by the Company.  The Company is also in negotiations to  attempt  to
 offset possible amounts owing  against assets that  may have been  converted
 back to the above mentioned health care providers.

      Management has  recognized  the  Company's  need  to  raise  additional
 capital for working capital purposes, as  well as to eliminate the  existing
 debt.  In response, the Company  initiated plans during fiscal 2000 and into
 fiscal 2001  which  have included: i)   the conversion of  debt  to  equity;
 ii) the conversion of debt  to payment plans;  iii) settlements  of debt  in
 exchange for  heavily discounted lump sum  payments by the  Company.  During
 January and February 2000, the Company completed  a private placement of its
 common stock pursuant  to Regulation   D, Rule  504   promulgated under  the
 Securities Act of 1933, as amended, under which it  issued 1 million  shares
 at a  price of $1.00 per share.   In addition, during the second quarter  of
 fiscal  2000,  the Company completed  a  private  placement of  its   common
 stock  pursuant   to  Regulation  D,  Rule   504,  promulgated  under    the
 Securities Act  of 1933,  as  amended, under which it issued 500,000  shares
 at a price of $.40 per share.  During the third quarter, 1,564,320 shares of
 common stock  were sold  pursuant to  the exercise  of options  to  purchase
 common stock at an  exercise price  of .3825 and during the fourth  quarter,
 the Company sold 1,400,000  shares of common stock  at an exercise price  of
 $.05 per share.

      The Company  cannot assure  that  its negotiations  and   restructuring
 plans will be  successful, that it  will  be  able to  generate profits,  or
 that it will have sufficient capital to continue operations.

 Inflation

      While inflation  has  not  had  a  material  effect  on  the  Company's
 operations in the past, there can be  no assurance that the Company will  be
 able to continue to  offset the  effects of inflation  on the  costs of  its
 services through  price increases  to its  patients without  experiencing  a
 reduction in the demand for its services; or that inflation will not have an
 overall effect on the health care provider market that would have a material
 affect on the Company.

 Implementation of New Accounting Standards

      None.

 Forward Looking Statements

      This Annual Report  on Form  10-K contains  forward looking  statements
 within the meaning of Section 27a of the Securities Act of 1933, as amended,
 and Section 21E of  the Securities Exchange  Act of 1934,  as  amended.  The
 Company's actual results could differ materially from those set forth in the
 forward looking statements as a result of various factors, including but not
 limited  to  consolidations  and  other  competitive  developments  in   the
 Company's industry; the continuing  effectiveness of the Company's  efforts,
 including the Company's ability to attract care giver providers



 INDEPENDENT AUDITORS' REPORT


 The Stockholders
 Tessa Complete Health Care, Inc.
    and subsidiaries
 Bel Air, Maryland


 We have  audited  the  accompanying consolidated  balance  sheets  of  Tessa
 Complete Health Care,  Inc. and  subsidiaries as of  December  31, 2000  and
 1999, and the related  consolidated statements of operations,  stockholders'
 deficit and cash flows for the years then ended.  These financial statements
 are the responsibility of the Company's  management.  Our responsibility  is
 to express an opinion on these financial statements based on our audits.

 We conducted  our  audits in  accordance  with generally  accepted  auditing
 standards.  Those standards require that  we plan and perform the audits  to
 obtain reasonable assurance about whether the financial statements are  free
 of material misstatement.   An audit  includes examining, on  a test  basis,
 evidence supporting the amounts and disclosures in the financial statements.
 An  audit  also  includes  assessing  the  accounting  principles  used  and
 significant estimates made by management, as well as evaluating the  overall
 financial statement  presentation.   We believe  that our  audits provide  a
 reasonable basis for our opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all  material  respects,  the consolidated  financial position  of  Tessa
 Complete Health Care,  Inc. and  subsidiaries as  of December  31, 2000  and
 1999, and the results of their operations and cash flows for the years  then
 ended in conformity with generally accepted accounting principles.

 As discussed  in Notes  1 and  2 to  the financial  statements, the  Company
 underwent a restructuring late in 2000  and ceased to have control over  the
 Medical Corporations. By the fourth quarter of 2000, financial arrangements,
 which had provided funding  by purchasing the  receivables generated by  the
 Medical  Corporations,  were  terminated.  Furthermore,  all   practitioners
 operating within the  clinics had  separated from  the Medical  Corporations
 such that the practitioners no longer submitted billings through the Medical
 Corporations for which the Company was  providing managerial services.  As a
 consequence, the Company effectively  terminated its business  relationships
 with all clinics in October 2000 and discontinued its operations.


 The accompanying financial statements have  been prepared assuming that  the
 Company will continue as  a going concern.   As discussed in  Note 2 to  the
 financial statements,  the  Company  has a  working  capital  deficiency,  a
 stockholders' deficit and  has suffered  losses from  operations that  raise
 substantial doubt  about  its  ability  to  continue  as  a  going  concern.
 Management's plans in regard to these matters are also described in Note  2.
 The financial statements do  not include any  adjustments that might  result
 from the outcome of this uncertainty.


 Horton & Company, L.L.C.

 April 16, 2001
 Wayne, New Jersey




 ITEM 7.   FINANCIAL STATEMENTS


                       TESSA COMPLETE HEALTH CARE, INC.
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


 PAGE

 Independent Auditor's Report                                            F-2

 Consolidated Balance Sheets                                             F-3

 Consolidated Statements of Operations                                   F-5

 Consolidated Statements of Cash Flow                                    F-6

 Consolidated Statements of Stockholder's Deficit                        F-7

 Notes to the Consolidated Financial Statements                          F-8


<TABLE>
                       TESSA COMPLETE HEALTH CARE, INC.
                               AND SUBSIDIARIES

                                BALANCE SHEETS

                                                            December 31,
                                                    --------------------------
                                                        2000           1999
                                                    --------------------------
  <S>                                              <C>             <C>
  Current assets:
     Cash                                          $     24,049   $          -
     Accounts receivable, net of allowances
       of $3,047,921 in 1999                                  -      3,109,051
                                                    --------------------------
                     Total current assets                24,049      3,109,051
                                                    --------------------------
  Property and equipment, net                                 -        687,437
                                                    --------------------------
  Deferred charges and other assets                     400,781         72,915
                                                    --------------------------
  Total assets                                     $    424,830   $  3,869,403
                                                    ==========================


  Current liabilties:
     Notes payable                                 $  1,323,838   $  1,379,620
     Current portion of long-term debt                        -         39,681
     Accounts payable                                 1,360,747      1,187,828
     Accrued expenses                                 3,073,375      1,924,377
     Payable to professional employer organization    2,663,458      2,663,458
     Stockholder loans payable                        1,874,158      3,085,018
                                                    --------------------------
                      Total current liabilities      10,295,576     10,279,982

  Long-term debt, net of current portion                      -         94,344
                                                    --------------------------
  Stockholders' deficit:
     Common stock, $.02 par value; 50,000,000
       shares authorized 22,101,673 shares issued
       and outstanding at 12/31/00 13,809,375
       shares issued and outstanding at 12/31/99        442,034        275,846
     Additional paid-in capital                      11,377,608      7,802,153
     Retained earnings (accumulated deficit)        (21,690,388)   (14,582,922)
                                                    --------------------------
                    Total shareholder deficit         (9,870,746)    (6,504,923)
                                                    --------------------------
  Total liabilities and equity                     $    424,830   $  3,869,403
                                                    ==========================

                     See notes to consolidated financial statements

</TABLE>
<PAGE>
<TABLE>
                       TESSA COMPLETE HEALTH CARE, INC.
                                AND SUBSIDIARIES

                            STATEMENTS OF OPERATIONS


                                                       Year ended December 31,
                                                         2000          1999
                                                      ------------------------
  <S>                                                <C>          <C>
  Revenues                                           $ 5,960,292  $ 14,635,555
                                                      ------------------------
  Operating expenses:
     Caregiver compensation and benefits               2,384,516     6,824,885
     Other practice costs                                271,724       852,657
     Administrative compensation and benefits          2,190,982     6,053,462
     Occupancy costs                                     751,538     1,636,756
     Selling and administrative                          206,531     4,014,356
     Depreciation and amortization                       201,475     1,342,174
                                                      ------------------------
  Total operating expenses                             6,006,766    20,724,290
                                                      ------------------------
  Income (loss) from operations                          (46,474)   (6,088,735)
                                                      ------------------------
  Other expense:
     Reserve under asset sale agreement                        -     5,400,000
     Restructuring charges                             5,713,429     2,586,307
     Finance related charges                           1,198,590     1,554,977
     Stock based compensation                            148,972       825,000
                                                      ------------------------
  Total other expense                                  7,060,991    10,366,284

  Loss before income taxes                            (7,107,465)  (16,455,019)

  Income taxes (benefit)                                       -      (381,661)
                                                      ------------------------
  Net loss                                           $(7,107,465) $(16,836,680)
                                                      ========================
  Earnings (loss) per share                          $     (0.42) $      (1.23)
                                                      ========================
  Weighted average shares outstanding                 17,030,874    13,043,491
                                                      ========================

                     See notes to consolidated financial statements


</TABLE>
<PAGE>
<TABLE>

                       TESSA COMPLETE HEALTH CARE, INC.
                             AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       Year ended December 31,
                                                          2000          1999
                                                       ----------   -----------
 <S>                                                  <C>
 Cash flows from operating activities:
     Net income (loss)                                $(7,107,466) $(15,573,358)
                                                       ----------   -----------
     Adjustments to reconcile net income (loss) to
       net cash used in operating activities:
         Depreciation and amortization                    201,475     1,342,174
         Restructuring charges                          5,713,429     2,086,307
         Stock-based compensation                         148,972       825,000
         Changes in assets and liabilities net of
           effects from practice acquisitions:
           (Increase) decrease in accounts receivable    (959,595)      531,744
           (Increase) decrease in deferred charges
             and other assets                            (112,500)    2,294,140
           Increase (decrease) in accounts payable
             and accrued expenses                        (197,062)    1,397,795
           Increase (decrease) in payable to
             professional employer organization                 -     1,880,115
           Increase (decrease) in deferred
             income taxes                                       -      (381,661)
                                                       ----------   -----------
           Total adjustments                           (4,794,719)    9,975,614
                                                       ----------   -----------
             Net cash used in operating activities     (2,312,747)   (5,597,744)
                                                       ----------   -----------
 Cash flows from investing activities:
     Capital expenditures                                       -       (75,130)
                                                       ----------   -----------
 Net cash used in investing activities                          -       (75,130)
                                                       ----------   -----------
 Cash flows from financing activities:
     Proceeds from financing agreements                         -     1,179,620
     Principal payments under loan agreements             (22,394)      (68,993)
     Principal payments under capital lease obligations    (7,367)      (30,476)
     Proceeds from stockholder payables                         -     2,686,160
     Proceeds from issuance of common stock             2,366,557     1,051,000
                                                       ----------   -----------
 Net cash provided by (used in) financing activities    2,336,796     4,817,311
                                                       ----------   -----------
 Net increase (decrease) in cash                           24,049      (855,563)

 Cash at beginning of year                                      -       855,563
                                                       ----------   -----------
 Cash at end of year                                  $    24,049  $          -
                                                       ==========   ===========

                     See notes to consolidated financial statements

</TABLE>
<PAGE>
<TABLE>
                       TESSA COMPLETE HEALTH CARE, INC.
                               AND SUBSIDIARIES

                        STATEMENT OF STOCKHOLDER'S DEFICIT



                                                                   Additional
                                                COMMON STOCK         paid-in
                                                PAR VALUE $.02       capital        INCOME      SHAREHOLDERS
                                              SHARES      AMOUNT    (discount)      (LOSS)         EQUITY
                                             --------------------------------------------------------------
  <S>                                        <C>         <C>       <C>          <C>            <C>
  Balance at  December 31, 1998              11,033,695  $ 220,674 $ 3,621,415  $  1,490,436   $  5,332,525

  Stock issued to acquire
     physician practices                        100,000      2,000      98,000             -        100,000

  Stock issued for employee comp.               486,415      9,728     920,025             -        929,753

  Stock issued for services                     800,932     16,019   1,314,480             -      1,330,499

  Stock sold                                  1,388,333     27,767   1,848,233             -      1,876,000

  Net Income (Loss)                                                              (16,073,358)   (16,073,358)
                                             --------------------------------------------------------------
  Balance at December 31, 1999               13,809,375    276,188   7,802,153   (14,582,922)    (6,504,581)

  Stock sold                                  5,801,629    116,032   2,263,841             -      2,379,873

  Stock issued in connection with merger        225,000      4,500     304,875             -        309,375

  Stock issued for services                     242,222      4,844     130,465             -        135,309

  Stock issued in coversion of debt           1,082,660     21,653     424,696             -        446,350

  Stock issued to acquire clinic and assets     940,787     18,816     451,578             -        470,394

  Net Loss                                                                        (7,107,466)    (7,107,466)
                                             --------------------------------------------------------------
  Balance at December 31, 2000               22,101,673  $ 442,033 $11,377,608  $(21,690,388)    (9,870,746)
                                             ==============================================================

                     See notes to consolidated financial statements

</TABLE>
<PAGE>




                       TESSA COMPLETE HEALTH CARE, INC.
                               AND SUBSIDIARIES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 December 31, 2000 and 1999


 1.   Summary of significant accounting policies

      This summary  of  significant  accounting policies  of  Tessa  Complete
 Health Care, Inc. and subsidiaries (hereinafter "Tessa" or the "Company") is
 presented to assist in understanding the consolidated financial  statements.
 The consolidated financial statements and  notes are representations of  the
 Company's  management,  which  is   responsible  for  their  integrity   and
 objectivity.   These  accounting  policies  conform  to  generally  accepted
 accounting principles and have been consistently applied in the  preparation
 of the consolidated financial statements.

           Principles of consolidation

      The consolidated  financial  statements  include the  accounts  of  the
 Company,  its  wholly-ownedsubsidiaries,  and  entities  which  the  Company
 provided managerial services  such as  cash management  and other  financial
 systems.  All significant intercompany  transactions and balances have  been
 eliminated.

           History and business activity

      Up to October of  2000, Tessa Complete Health  Care, Inc., a  physician
 practice management company, provided comprehensive management services   to
 multi-disciplinary health care clinics.  Such clinics provided chiropractic,
 physical therapy, neurological and  other health care services to  patients.
 During the period subsequent to October 2000, the Company shifted its  focus
 from providing management services  to establishing clinics within  national
 health club  chains within  selected geographical  regions   versus  working
 within the  multi-disciplinary health  care clinic  asset acquisitions  that
 took place primarily  in 1998  and 1999.  As  a result of the  restructuring
 described in Note 2 and the termination of the Purchase Agreement  described
 in Note 5, Tessa effectively terminated its business relationships with  all
 clinics during October 2000.

      Effective March  24,  2000,  pursuant  to  an  Agreement  and  Plan  of
 Reorganization (the  "Merger Agreement")  between Zaba  International,  Inc.
 ("Zaba"), a  Colorado  corporation, and  Tessa,  all outstanding  shares  of
 common stock of Zaba  were exchanged for 225,000  shares of common stock  of
 Tessa and $112,500 in cash in a transaction in which Tessa was the surviving
 company.

      Prior to  the  merger,  Zaba  had  2,407,166  shares  of  common  stock
 outstanding.  Such shares were exchanged for 225,000 shares of common  stock
 of Tessa and cash consideration of $112,500.  By virtue of the merger, Tessa
 acquired 100% of the issued and outstanding common stock of Zaba.  Prior  to
 the effectiveness of the Merger, Tessa had an aggregate of 13,986,709 shares
 of common stock issued and outstanding.

      Tessa had been a non-reporting, publicly-traded company with a  portion
 of its issued and  outstanding common stock  exempt from registration  under
 the Securities Act of 1933, as amended, pursuant to Rules 504 of  Regulation
 D, Rule  144 and  Rule 701  of  the General  Rules  and Regulations  of  the
 Securities and Exchange Commission.

      As a result of the merger,  Tessa became a reporting company under  the
 Securities Exchange Act of 1934.  The  NASD has implemented a change in  its
 rules requiring all companies trading securities  on the OTC Bulletin  Board
 to become reporting companies under the Securities Exchange Act of 1934,  as
 amended.

           Practice acquisitions

      As of  December  31, 1999,  the  Company had  acquired  assets in    21
 clinics, of which three were  located in California, two in Florida, two  in
 Illinois, four in Maryland, three in Ohio,  five in Oregon, one in  Kentucky
 and one  in the  District of  Columbia.   During  fiscal 2000,  the  Company
 acquired one clinic which was located in Las Vegas, Nevada.

      By the  fourth  quarter of  fiscal  2000  and in  connection  with  the
 elimination  of  cash   advances    by   Litchfield  Financial   Corporation
 ("Litchfield")  for  the  purchase  of  accounts  receivable  generated   by
 the  medical  corporations,  the  Company  temporarily  ceased   operations.
 Furthermore, all clinic practitioners operating within the above  referenced
 clinics had separated from the Company such that the practitioners no longer
 submitted billings through the Medical Corporations to which the Company was
 providing business services to.  Due  to the elimination of funding for  the
 medical corporations, the primary source of cash flow was eliminated and the
 operations of the Company ceased during the fourth quarter.

           Use of estimates

      The preparation of  financial statements in  conformity with  generally
 accepted accounting  principles requires  management to  make estimates  and
 assumptions that affect the amounts  reported in the consolidated  financial
 statements and accompanying notes.  Actual  results could differ from  those
 estimates.

           Concentration of credit risk

      Financial  instruments,  which  potentially  subject  the  Company   to
 concentration of credit risk, consist principally of cash.  However, because
 of the diversity of individual accounts which comprise the total balance and
 the limited cash  balances that have  been maintained,  management does  not
 believe that the Company is subject to any significant credit risk.

           Property and equipment

      Property and  equipment  referenced herein  has  been stated  at  cost.
 Depreciation  of  property  and  equipment   has  been  provided  by   using
 accelerated and straight-line methods over estimated useful lives of five to
 seven years for medical equipment and for the office furniture and equipment
 and the  lesser of  ten years  or  the remaining  lease term  for  leasehold
 improvements.

      Maintenance, repairs and renewals which  neither materially add to  the
 value of property and equipment nor appreciable prolong its life are charged
 to expense as  incurred.  Gains  or losses on  dispositions of property  and
 equipment are included in income.  In connection with the disruptions caused
 by the  Company's  inability  to  obtain debt  or  equity  funding  and  the
 resulting  termination  of  the  business  relationships  with  the  Medical
 Corporations, the  Company  has  elected to  write-down  the  value  of  all
 equipment remaining in clinics.  This  is due to the Company's inability  to
 maintain control and ownership of the equipment.  The Company is however  in
 the process of negotiating with  the aforementioned practitioners such  that
 the Company  will  transfer  ownership of  the  equipment  in  exchange  for
 offsetting any debts the Company may owe such practitioners.

           Revenue recognition

      Effective with  the acquisition  of the  assets  of clinics  which  the
 Company acquired primarily in  fiscals 1998 and  1999, the Company  operated
 under administrative  services relationships  with   physician  groups  that
 provided health care services  within the acquired  clinics.  The  physician
 groups operated under Medical Corporations and were incorporated within each
 state health care services  were provided within.  All health care providers
 that generated services  were employees of  each Medical Corporation.  Until
 the fourth  quarter of  fiscal 2000,  the Company  recognized   the  revenue
 which was  generated  from services  billed  by the  aforementioned  medical
 corporations the Company provided managerial services to.  Contractual  fees
 were accrued when collection was probable.

      The  revenue  generated  by  services   to  patients  by  the   medical
 corporations was recorded when services  were rendered based on  established
 or negotiated charges reduced by contractual adjustments and allowances  for
 doubtful accounts.   Differences between  estimated contractual  adjustments
 and final settlements are reported in the period when final settlements  are
 determined.

           Administrative services

      Through September 2000, the  Company has operated under  administrative
 services relationships  with  medical  corporations owned  by  one  or  more
 physicians.  The physician(s) that own the medical corporations  are  solely
 responsible for the practice of medicine  and delivery of medical  services.
 As described above, the  revenues and expenses  of the medical  corporations
 were consolidated  with the  operations of  the Company.   The  Company  has
 operated such  that  it  has  assisted  in the  management  of  day  to  day
 operations which include, but not  limited to, financial systems,  financial
 management, and general bookkeeping functions.

           Fair value of financial instruments

      The Company's receivables and payables are current and on normal  terms
 and, accordingly,  are believed  by management  to approximate  fair  value.
 Management also  believes that  notes payable,  long-term debt  and  capital
 lease obligations approximate  fair value  when current  interest rates  for
 similar debt securities are applied.

           Statements of cash flows

<TABLE>
      For the years ended  December 31, 2000 and  1999, the Company  acquired
 physician practices and related  assets and purchased  equipment.  The  non-
 cash investing and financing activities are summarized as follows:

                                                Year ended December 31,
                                              --------------------------
                                                2000             1999
                                              ---------        ---------
  <S>                                        <C>              <C>
  Physician practices and related assets     $  470,394       $  200,000
  Common stock issued                          (470,394)        (200,000)
  Long-term debt financing                            -                -
                                              ---------        ---------
  Expenditures for physician practices and
    related assets                           $        -       $        -
                                              =========        =========

  Total common stock issued                  $3,741,647       $4,235,892
  Common stock issued to acquire physician
    practices and related assets               (470,394)        (200,000)
  Stock issued in business combination         (309,375)               -
  Stock issued to satisfy debt                 (446,349)               -
  Stock issued for employee compensation              -       (2,159,892)
  Stock issued for services                    (148,972)        (825,000)
                                              ---------        ---------
  Proceeds from issuance of common stock     $2,366,557       $1,051,000
                                              =========        =========

 Supplemental cash flow information is as follows:

                                                Year ended December 31,
                                              --------------------------
                                                2000             1999
                                              ---------        ---------
  Finance related charges                    $1,198,590       $1,493,102
                                              =========        =========
  Income taxes paid                          $        -       $        -
                                              =========        =========

</TABLE>



           Reclassifications

      Certain  reclassifications  have  been  made  to  the  1999   financial
 statements in order to conform to the 2000 presentation.


 2.   Restructuring

      The financial statements have been  prepared assuming that the  Company
 will continue as  a going  concern.  The  Company has  suffered losses  from
 operations and has a  net capital deficiency  that raises substantial  doubt
 about its ability to continue as a going  concern.  In addition, due to  the
 separation of the Company's  relationship with certain medical  corporations
 it had been providing managerial services for and the resulting  elimination
 of operational funding from an  Accounts Receivable Purchase Agreement  (See
 Note 5 - Notes Payable -  Medical Corporations contained elsewhere  herein),
 the Company  temporarily  ceased operations  during  the fourth  quarter  of
 fiscal 2000.  The financial statements  do not include any adjustments  that
 might result from the outcome of this uncertainty.

      The Company  attributes much  of the  above  mentioned losses  and  the
 resulting  capital  deficiency  to  integration  difficulties  the   Company
 encountered during  an expansion  plan during  fiscals 1998  and 1999  which
 increased the  number of  asset acquisitions  at clinics  from 8  to 33  and
 increased revenues from  $2.1 million to  $22 million for  the fiscal  years
 1997 through 1999.  To help address the above issues, the Company  initiated
 managerial, financial,  and operational  restructurings during  fiscal  2000
 that have  continued into fiscal 2001.  In addition, the Company has shifted
 its business  strategy  from one  of  expansion through  providing  business
 services to pre-existing  multi-disciplinary practices to  a strategy  which
 involves the  Company renting  space within  high profile  health clubs  and
 initiating rehabilitative type clinics.

      With regard  to  managerial  changes,  during  fiscal  2000  Tessa  has
 undergone changes  which have  resulted in  the resignations  of Dr.  Thomas
 Bolera as Chief Executive  Officer, Dr.  Kim Christensen as  an Officer  and
 Director, David  Russell as  Chief Financial  Officer, Dr.  Vaughn Dabbs  as
 Director and Dr.  Dayna Bolla  as Director.   In connection  with the  above
 resignations,  Robert  Flippin  was  appointed  President,  Chief  Executive
 Officer, Chief Financial Officer, and a Director of Tessa.  Robert Vener and
 Dr. Mark Newman were also appointed as Directors of Tessa during the  second
 quarter of fiscal 2000.   Mr. Vener resigned as a Director during the  third
 quarter of fiscal  2000.   During the third  and fourth  quarters of  fiscal
 2000,  Robert  Verhey  and  Judith  Krueger  were  appointed  as  Directors,
 respectively.

      Managerial restructurings  have continued  into  the first  quarter  of
 fiscal 2001 in  that   Mr. Flippin  resigned and  Dr. Brian  Regan has  been
 appointed  as  the  Company's  President,  Chief  Executive  Officer,  Chief
 Financial Officer, and  as  Director.  In addition, there  have been   other
 changes during the first  quarter of fiscal 2001  to the Company's Board  of
 Directors in that Norman Perry was added as a Director whereas Mr. Vener and
 Ms. Krueger resigned as Directors.

      As to financial restructurings, the Company has undertaken and executed
 plans which were  initiated in fiscal  2000 and have  continued into  fiscal
 2001 which  have included:  1) the  conversion  of debt  to equity;  2)  the
 conversion of debt to payment plans; and 3) settlements of debt in  exchange
 for heavily discounted lump  sum payments by the  Company. Although most  of
 the debt negotiations remained unresolved at the close  of fiscal 2000,  the
 Company has reached  agreement in fiscal  2001 such that  debt in  excess of
 $1.5 million  dollars  will  be  eliminated  in  exchange  for  payments  of
 approximately $68,000.

      During the first three quarters of fiscal 2000,  the Company  initiated
 an  operational    restructuring  which  included:  1)  the  combination  of
 geographically related clinics;  2) the elimination  and separation of  some
 clinics which provided  inconsequential or negative  cash flow;  and 3)  the
 introduction  of  an  incentive  plan  to  optimize  clinic   profitability.
 Although  the Company was  able to  substantially improve  upon  operational
 results as compared to fiscal 1999, it was unable to obtain a level of  cash
 flow to address general corporate overhead  and matters pertaining to  prior
 year's  obligations.  Such  deficiencies and  the inability  of the  medical
 corporations,  which  the  Company  was  providing  business  service to, to
 obtain  continued financing.  This eventually led to the elimination  of all
 operational funding  and  the suspension  of  operations during  the  fourth
 quarter of fiscal 2000.

      As stated  above, the  Company has  shifted  its strategy  from  growth
 through providing  business services to pre-existing clinics to establishing
 clinics  within  high-profile  health  clubs.   This  change  was  initiated
 primarily due to  the difficulties  the Company  experienced in  integrating
 pre-existing  clinics  and  management  practices  with  clinics  that   had
 primarily been  acting independently  for a substantial period  of time.  In
 addition, because of  liquidity disruptions the  Company experienced in  its
 relationship with  the above  mentioned  clinics,  the  Company  experienced
 difficulties in generating  enough revenue to  cover the corporate  overhead
 that was needed to manage the coast to coast coverage of clinics the Company
 was providing services to.  By changing its focus to the health club setting
 in specific geographic regions, the Company believes that  it  can initially
 operate with a  much reduced level  of corporate  and operational  overhead.
 Also, by aligning itself with the  health club market, the Company  believes
 that it can obtain a built-in database of potential patients (club members),
 facilities, and equipment,  without having   to outlay substantial cash  and
 stock for which it has in  the past under its roll-up acquisition  strategy.
 In addition,  management  believes  it is  also  aligning  itself  with  the
 relatively high growth market of  sports and rehabilitative medicine  versus
 the multi-disciplinary  market  the Company  had  experienced little  or  no
 growth from in the  past.  In connection  with the aforementioned change  in
 strategy, the Company has  entered into an agreement  with a large  national
 health club chains to  build-out and rent  within certain facilities  within
 the Maryland area.

      There are no assurances that  the Company's above-mentioned plans  will
 generate profits or that  the Company will be  able to restructure debt  and
 cover overhead within  a manageable range  relative to profitability  and/or
 the acquisition  of debt/equity  financing. The  Company's success  is  also
 dependent upon  its  ability  to develop  profitable  clinics  and  clinical
 programs, such as  the  exercise facility  clinics as  discussed  above.  To
 accomplish these goals, Tessa will/may require additional equity and/or debt
 financing and  its absence  could further  hinder the  Company's ability  to
 proceed.


 3.   Property and equipment

      Property and equipment consists of the following:

                                                 December 31,
                                          --------------------------
                                            2000              1999
                                          --------         ---------
      Office furniture and equipment     $       0        $  413,686
      Medical equipment                          0           834,534
      Leasehold improvements                     0           118,190
                                          --------         ---------
                                                 0         1,366,410
      Less accumulated depreciation              0           678,973
                                          --------         ---------
                                         $       0        $  687,437
                                          ========         =========


      Medical equipment includes equipment  under capital leases of  $143,290
 as  of  December  31,  1999.  Accumulated depreciation  on  equipment  under
 capital leases was $115,448 as of December 31, 1999.  In connection with the
 disruptions caused  by the  Company's inability  to  obtain debt  or  equity
 funding and the resulting termination of the business relationships with the
 Medical Corporations, the Company has elected to write-down the value of all
 equipment remaining in clinics.  This  is due to the Company's inability  to
 maintain control and ownership of the equipment.  The Company is however  in
 the process of negotiating with  the aforementioned practitioners such  that
 the Company  will  transfer  ownership of  the  equipment  in  exchange  for
 offsetting any debts the Company may owe such practitioners.



 4.   Deferred charges and other assets

      Deferred charges and other assets consist of the following:

                                                          December 31,
                                                   --------------------------
                                                     2000              1999
                                                   --------         ---------
   Deferred acquisition costs, net                $ 400,781        $        -
   Security deposits and other intangible assets          -            72,915
                                                   --------         ---------
                                                  $ 400,781        $   72,915
                                                   ========         =========


      Deferred acquisition  costs  are stated  at  cost, net  of  accumulated
 amortization.  During 2000 and 1999,  deferred acquisition costs were  being
 amortized on  the  straight-line method  over  a period  of  fifteen  years.
 Accumulated amortization totaled $21,094 and $0 as of December 31, 2000  and
 1999, respectively.

 5.   Notes payable - Asset Purchase Agreement

      Operational funding for the medical  corporations to which the  Company
 provided managerialservices  to  had  primarily  been  provided  through  an
 Accounts Receivable  Purchase Agreement  ("Purchase  Agreement")   that  was
 initially entered into with Dynacorp Financial Strategies, Inc. ("Dynacorp")
 during November of 1998.  Throughout  fiscal 1999 and 2000, the Company  has
 been dependent upon funding as related  to the relationship it has had  with
 Medical Corporations it had been providing  business related services to  in
 exchange for fees.  The aforementioned Medical Corporations had  financially
 been dependent upon  advances it would  receive from  a Healthcare  Accounts
 Receivable  Purchase  Agreement (the  "Purchase   Agreement") with  DynaCorp
 Financial Strategies,  Inc. ("DynaCorp"  and  the "Purchaser")  the  Medical
 Corporations  entered into  in November  of 1998.  At the  time the  Medical
 Corporations entered into the Purchase Agreements, the Company  was a  party
 to certain of the agreements  with Purchaser.  As  a result, it is  possible
 that the  Purchaser  may  assert  certain  claims  against  the  Company  in
 connection with amounts owed by the Medical Corporations.  In addition,  the
 Company pledged  the  stock  of any  subsidiaries,  existing  or  thereafter
 acquired, including  all cash  and non-cash  proceeds from  such shares,  as
 security for  the  Purchase  Agreements.   As  of  December  31,  2000,  the
 Company's subsidiaries have no assets.  Management and legal counsel are  in
 the  process  of  reviewing  the  documentation  and  related  legal  issues
 concerning the validity of some or all of Tessa's obligations in  connection
 with the Purchase Agreements.  As of April 16, 2001, all correspondence from
 the Purchaser  indicates  that  the obligations  are  owed  by  the  Medical
 Corporations, not of the Company, and  as such all notices of default  under
 the Purchase Agreements have  been served only  on the Medical  Corporations
 and not on the Company.

      Under the terms of the Purchase Agreement, medical corporations located
 in  Ohio,  Maryland,  Washington,   D.C.,    Florida,  Illinois,   Kentucky,
 California, Oregon, and Washington, agreed to  sell and assign to  Dynacorp,
 right title and  interest in accounts  receivable generated  by the  medical
 corporations.   Upon  the  purchase of  the  proposed  accounts  receivable,
 Dynacorp agreed to advance an amount up to 60% of the net collectible  value
 of proposed accounts receivables for an amount that was originally up to  $5
 million and  subsequently increased  to $8.5  million.   In the  event  that
 Dynacorp collected an amount less than the amounts advanced by Dynacorp, the
 medical corporations  in  the aggregate  were  responsible to  make  up  any
 difference between the amount collected and  the amount due.  To secure  the
 collection of the receivables, Dynacorp had been provided security  interest
 in all  assets of  the  medical corporations  and  certain officers  of  the
 corporations  executed stock  pledge agreements.  Conversely,  in the  event
 that Dynacorp  collected  an excess  of  the amounts  advanced  by  Dynacorp
 against the proposed accounts receivable, Dynacorp was to return the  excess
 amount back to the Medical Corporations.

      In addition  to  the above,  the  Purchase Agreement  provided  for  an
 origination fee of $50,000 and monthly charges consisting of: 1) 4% over the
 prime lending rate of  amounts that are Purchased  and not yet collected  by
 Dynacorp and 2) a  service fee equaling .01%  of the Net Collectable  Value,
 adjusted for actual collections.   The service fee was originally capped  at
 $300,000 annually, and increased  to a cap of  $400,000 during September  of
 1999.

      In connection with the purchase of the rights and interests of Dynacorp
 by Litchfield  in  May  of  2000  and  later  the  default  by  the  medical
 corporations in  connection with  the Purchase  Agreement, the  relationship
 between Litchfield  and  the medical  corporations  was terminated.    As  a
 result, all accounts receivable previously recognized  at the end of  fiscal
 1999 and  throughout the  first  three quarters  of  fiscal 2000  have  been
 written down to zero.

      Finally, although  initial actions  by Litchfield  with regard  to  the
 above mentioned defaults  have indicated that  the parties  to the  Purchase
 Agreement are  Litchfield and  the Medical  Corporations,  the   Company  is
 currently reviewing  all matters  pertaining  to any  potential  obligations
 under the Purchase Agreement by the Company.

      For fiscal  2000,  charges under  the  Purchase Agreement  amounted  to
 $1,198,590 as compared to 1999 when charges were $1,475,085.

 6.           Restructuring Charge

      At the  end  of fiscal  2000  and  in connection  with  disruptions  in
 operations and the resulting financial difficulties, the Company  recognized
 a restructuring charge of $5,713,429.  The charge consisted of: $945,000 due
 to litigation  accruals  as  a  result  of  litigation  that  was  initiated
 primarily due  to  the  Company's  operational  and  financial  disruptions;
 $421,198 due to  separations agreements  with past  management and  expenses
 related to consolidation and/or elimination of expenses; $470,394 due to the
 write-down of a  clinic located in  Las Vegas, Nevada;  $532,985 due to  the
 write-down of equipment which had been located in clinics; 46,987 due to the
 write-down of  goodwill;  and  the  write-down  of  $3,296,865  of  accounts
 receivable in  connection  of  the termination  of  the  Purchase  Agreement
 between Litchfield and the Medical Corporations.

 7.   Notes payable

<TABLE>
      Notes payable consist of the following:
                                                            December 31,
                                                        ---------------------
                                                          2000        1999
                                                        ---------   ---------
      <S>                                              <C>         <C>
      Note payable to  a finance company  pursuant
      to a loan agreement dated  April 1999, which
      provides for  borrowings  up to  $1,100,000.
      Under the terms of the agreement, borrowings
      bear  interest  at  7/  %   with  the  first
      interest   payment    due   January    2000.
      Thereafter, interest payments  are due on  a
      quarterly basis.  The full  principal amount
      and any unpaid interest are  payable in-full
      in April 2003.   The lender has  the option,
      for a period of three years from the date of
      the loan agreement, to convert the principal
      into 176,000 shares of the  Company's common
      stock at $6.25 per share.                        $1,100,000  $1,100,000

      Demand note  payable to  a finance  company.
      Interest  is  at  15%  with   interest  only
      payable monthly.  The note is  secured by  a
      second    position    on    the    Company's
      receivables.                                        223,838     229,620

      Note payable  to  a practitioner  in  yearly
      installments  of $10,000  plus  interest  at
      12%, through  February 2003.   During  2000,
      the note  was paid as  a result  of the  re-
      acquisition  by  the  practitioner   by  his
      clinic.                                                   0      50,000
                                                        ---------   ---------
                                                       $1,323,838  $1,379,620
                                                        =========   =========
 8.   Long-term debt

      Long-term debt consists of the following:
                                                            December 31,
                                                        ---------------------
                                                          2000        1999
                                                        ---------   ---------
      Notes payable  to various  banks in  monthly
      installments of $3,337 in 1999 and $4,685 in
      1998,  including  effective  interest  rates
      between 8.5% and 11.0%, through  March 2003.
      These   notes   are   secured   by   medical
      equipment.                                       $        0  $  115,036

      Capital lease obligations payable to various
      finance companies in monthly installments of
      $1,011 in 1999 and $2,973 in 1998, including
      effective interest  rates  between 9.8%  and
      23% through December  2001.  The  leases are
      secured  by   medical   equipment  and   are
      personally guaranteed by various physicians.              0      18,989
                                                        ---------   ---------
                                                                0     134,025
      Less current portion                                      0      39,681
                                                        ---------   ---------
                                                       $        0  $   94,344
                                                        =========   =========
</TABLE>

      Long-term  debt  consisted  of  obligations  incurred  by  the  Medical
 Corporations in  connection  with the  purchase  medical clinics  while  the
 clinics were  working  with the  Company.   When  the  Medical  Corporations
 separated from Tessa during the fourth  quarter of 2000, the Company  ceased
 to include these liabilities, or the related assets.

 9.   Stockholder payables

      Stockholder payables consist of  non-interest bearing amounts owing  to
 practitioners and management.

 10.  Commitments and contingencies

      Rent expense  for the  years  ended December  31,  2000 and  1999,  was
 $751,538 and $1,424,693, respectively.   Certain of the Company's  operating
 leases contain rent escalation clauses and renewal options as defined in the
 respective agreements.

      The Company's principal lease obligations were incurred by the  Medical
 Corporations and  predecesser  entities for  clinic  facilities.   When  the
 Medical Corporations separated from Tessa during the fourth quarter of 2000,
 the  Company  ceased  to  include  these  obligations  in  its  consolidated
 financial  information.   As  of  December 31,  2000,  the  Company  has  no
 significant lease obligations.

           Legal proceedings

      The  Company  has  been  named as a defendant in the matter of Woodburn
 Chiropractic Clinic and Patrick Owen v. Tessa Complete Health Care, Inc., et
 al., in the Circuit Court for the  County  of  Clackamas,  State  of Oregon,
 Civil  Action  No. CCV0002608, the Complaint of which alleges breach  of  an
 employment  contract.  The  Company  is defending against this claim.

      The  Company  has  been  named  as a defendant in the matter of Stephen
 Blevins v. Tessa Complete Health Care, Inc.,  et al.,  in  the Circuit Court
 for  the  County of  Du Page, State of Illinois, Civil Action No. 00L 00435,
 the Complaint  of  which  alleges  breach  of  an  employment contract.  The
 Company is defending against this claim.

      The Company has been named as a defendant in the matter of Jack Schmitz
 v. Tessa Complete  Health Care, Inc., et al.,  in the Superior Court for the
 County  of  San  Bernardino,  State of California,  Case No. RCV 044995, the
 Complaint of which alleges wage claims and breach of an employment contract.
 During the first quarter  of fiscal 2001, the  Company reached a  settlement
 with the plaintiff  which will result  in the Company's  dismissal from  the
 case.

      The Company has  been named as  a defendant in  the matter of  American
 Express Business Finance Corporation v. Tessa Complete Health Care, Inc., et
 al., in the Superior  Court for the County  of Orange, State of  California,
 Case No. 00CC11352, the  Complaint of which alleges  breach of an  equipment
 lease and related claims.  Judgment was entered in the amount of $29,831.98.

      The Company has been named as a defendant in the matter of  Christensen
 v. Tessa Complete Health Care,  Inc., et al. in  the Superior Court for  the
 County of Clark, State of Washington,  Case No. 01-2-00625-1, the  Complaint
 of which alleges  breach of  employment contract  and related  claims.   The
 Company is defending against this claim.

      The Company has been  named as a  defendant in the  matter of Fryer  v.
 Tessa Complete Health Care, Inc., et al.  in the Court of Common Please  for
 the County of Hamilton, State of Ohio, Case No. A00005007, the Complaint  of
 which alleges  breach of  employment  contract.  The  Company  is  defending
 against this claim.

      The Company  has been  named as  a defendant  in the  matter of  Comasa
 Associates, Ltd. v. Tessa  Complete Health Care, Inc.  in the United  States
 District Court for the Eastern  District of New York,  Case No. CV 00  5085,
 the Complaint of  which alleges  breach of a  promissory  note.  During  the
 first quarter of  fiscal 2001,  the Company  reached a  settlement with  the
 plaintiff which will result in the Company's dismissal from the case.

      The Company has been named  as a defendant in  the matter of Gorman  v.
 Tessa Complete Health Care, Inc., et al. in the Circuit Court for the County
 of Multnomah, State of Oregon, Case  No. 0012-13096, the Complaint of  which
 alleges breach of employment  contract and related claims.   The Company  is
 defending against these claims.

      The Company has been  named as a defendant  in the matter of  Gonzalez-
 Wiley v.  Tessa Complete  Health Care,  Inc., et  al. in  the United  States
 District Court  for  the  District of  Oregon,  Case  No.  CV00-1320AS,  the
 Complaint of which alleges breach of employment contract and related claims.
 The Company is defending against these claims.

      The Company has been named  as a defendant in  the matter of Simons  v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, Eastern  District of  Kentucky at  Covington,  Case No.  99-207,  the
 Complaint of which alleges breach of contract and related claims.  A  Cross-
 Complaint has  been  filed  against  the  Company  by  Litchfield  Financial
 Corporation, one of the  defendants in the case.   The Company is  defending
 against these claims.

      The Company has been named as a  defendant in the matter of Collier  v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, District of Oregon, Case  No. CV 00 1794  KI, the Complaint of  which
 arises out of  a judgment previously obtained by the plaintiff against Spine
 & Rehabilitation Centers of Oregon, P.C. , a Medical Corporation, for breach
 of an employment contract.  The  Company was  not a party  to  the  previous
 litigation matter.  Spine  & Rehabilitation Centers of  Oregon, P.C. is  not
 owned in whole or in part  by the Company or any  of its  subsidiaries.  The
 Company provided management  services to Spine  & Rehabilitation Centers  of
 Oregon, P.C.

      The Company has been named as a defendant in the matter of Thelander v.
 Tessa Complete  Health Care,  Inc., et  al. in  the United  States  District
 Court, District of Oregon, Case  No. CV 00 1793  ST, the Complaint of  which
 arises out of a judgment previously obtained by the plaintiff against  Spine
 & Rehabilitation Centers of Oregon, P.C., a Medical Corporation, for  breach
 of an employment contract.  The  Company was  not a party  to  the  previous
 litigation matter.  Spine  & Rehabilitation Centers of  Oregon, P.C. is  not
 owned in whole or in part  by the Company or any  of its subsidiaries.   The
 Company provided management  services to Spine  & Rehabilitation Centers  of
 Oregon, P.C.

      The  Company  is party to  certain other legal  proceedings which  have
 arisen in the normal course of operating the Company's business and is aware
 of other threatened  or  pending  litigation.  However,  it is believed that
 such  legal  proceedings to  which  the  Company (or any of its officers and
 directors in their capacities  as such) is or may be a party or to which the
 property  of the  Company  may be  or  is  subject would not have a material
 adverse effect on the Company's  business, financial condition or results of
 operations.

      Employment agreements

      Effective  January  2000,  the  Company  entered  into  an   employment
 agreement with a new  Chief Executive Officer ("CEO")  and Director.   Under
 the terms of the agreement, the new CEO is to receive annual compensation of
 $180,000.  The agreement is for a  one-year period renewable daily.  In  the
 event of termination, the  CEO is entitled to  a severance payment equal  to
 one year's salary.  In addition,  the CEO received 390,625 shares of  common
 stock. As discussed  in Note 8,  the CEO also  received options to  purchase
 2,250,000 shares of the Company's common stock at $1.00 per share.

      Effective May, 2000, the Company  entered into an employment  agreement
 with corporate  counsel. Under  the terms  of the  agreement, the  corporate
 counsel was to receive annual compensation of $90,000.  The agreement is for
 a one-year period renewable  daily.  The contract  also provide options  for
 the purchase of 150,000 shares of the Company's common stock.  In the  event
 of termination, the  corporate counsel is  entitled to  a severance  payment
 equal to one year's salary.

 11.  Stockholders' equity

           Stock issuances

      In January 1999, the Company issued  300,000 shares of Common Stock  to
 Tina Alexander in connection with a promotional services contract for  1999.
 Also in March and June of 1999,  the Company issued 17,600 shares of  Common
 Stock to employees for services rendered.

      Also in January  of 1999, the  Company issued 36,665  shares of  Common
 Stock to a  practitioner located  in Ohio  in connection  with a  separation
 agreement between the Company and the practitioner.

      During July of 1999, the Company issued 166,667 shares of Common  Stock
 in  connection  with  a  lease/purchase  arrangement  of  three  clinics  in
 Washington  State.  The  Company never  acquired  the clinics,  however  the
 initial agreement provided  for the stock  issuance, even in  the event  the
 purchase option was never exercised.

      During May of 1999, the Company  issued 945,000 shares of Common  Stock
 for cash proceeds of  $945,000.  In addition, during September of 1999,  the
 Company issued 443,333 shares of Common Stock for cash proceeds of $929,017.

      In October of 1999, the Company  issued 130,000 shares of Common  Stock
 in connection with a  release and settlement  agreement between the  Company
 and a practitioner in California.

      During January and February  of 2000, the  Company concluded a  private
 placement Common Stock pursuant to Rule 504 under which it issued 1  million
 shares at a price of $1.00 per share.

      In March of 2000, the Company issued 225,000 shares of Common Stock  in
 connection with a merger between the Company and Zaba Corporation.

      In May of 2000, the Company issued 500,000 shares of Common Stock at  a
 strike price of   $.40 per share.   Total cash proceeds  from the sale  were
 $200,000.

      During  June and July of  2000, the Company issued 2,901,629 shares  of
 Common Stock at a strike price of $.3825.  Total cash proceeds from the sale
 were $1,109,873.

      During July  of  2000, the  Company  issued 75,000  shares  to  convert
 $46,250 of debt to equity.

      During August and  September of 2000,  the Company  issued 100,000  and
 142,222 shares of Common Stock for consulting services to Thomas Bolera, the
 Company's past CEO, and Daniel Smith, respectively.

      During September of 2000, the Company  issued 940,787 shares of  Common
 Stock in connection with the acquisition of a clinic in Las Vegas, Nevada.

      In September of  2000, the Company  issued 1,007,660  shares of  Common
 Stock to two practitioners in connection with the conversion of debt in  the
 amount of $400,099, to equity.

      During December of 2000, the Company issued 1,400,000 shares of  Common
 Stock at  a strike  price of  $.05.   The cash  proceeds from  the sale  was
 $70,000.

           Options and warrants

      During 1999,  the  Company  issued stock  options  to  certain  of  its
 directors, officers and employees under the  Company's 1998 and 1999  Equity
 Incentive Plan.  Options granted under the plan generally vest upon issuance
 and expire 60 days following the employee's departure from the Company.

      In addition, effective January 2000,  the Company's board of  directors
 authorized the issuance  of 2,250,000 options  under the  2000 Stock  Option
 Plan. All  options were  granted to  the  Company's former  Chief  Executive
 Officer and Director. Such options have an exercise price of $1.00 per share
 and became vested upon the execution  of the employees separation  agreement
 with the Company.

      Also, during  the first  quarter of  fiscal  2000, the  Company  issued
 options to purchase  8,359,786 shares of  the Company's Common  Stock at  an
 exercise price of $1.00 with  a term of 5 years.  The options were issued in
 connection with a contemplated merger by and between the Company and Medical
 Options where negotiations were initiated during fiscal 1999. The agreement,
 however was not completed  and  the  aforementioned options  were issued  in
 2000.

<TABLE>
      The following  is a  summary of  option transactions  during the  years
 ended December 31, 2000 and 1999.

                                                           Weighted
                                            Number         average
                                           of shares    exercise price
                                         -----------    --------------
      <S>                               <C>                 <C>
      Outstanding at January 1, 1999        950,000         $ 1.37

      Granted under the 1999 plan                 -         $    -
      Exercised                                   -         $    -
      Cancelled                                   -         $    -
                                         ----------          -----
      Outstanding at December 31, 1999      950,000         $ 1.37

      Granted in fiscal 2000             10,609,786         $ 1.00
      Exercised                                   -         $    -
      Cancelled                                   -         $    -
                                         ----------          -----
      Outstanding at December 31, 2000   11,559,786         $ 1.03
                                         ==========          =====

      As of December 31, 2000, the following options and warrants, which have
 been granted to consultants and creditors, are outstanding:

                                       Weighted
                         Number         Average        Expiration
 Date of grant          of shares    exercise price      date
 -------------          ---------    --------------  -------------
 November 1998           200,000         $2.50       November 2001
 October 1998             60,000         $2.50       October 2003
 November 1998            25,000         $2.50       November 2003

                         285,000

</TABLE>

 12.  Related party transactions

      During 1999  and the  first five  months of  fiscal 2000,  the  Company
 operated under an  agreement with  American Outsource  Strategies ("AOS")  a
 professional employer organization.  Under the  terms of the agreement,  AOS
 provided employee leasing and payroll processing  services.  Payment to  AOS
 for employee  leasing services  included employee  salaries, payroll  taxes,
 benefits and AOS's fees.  AOS  is 50% owned by  two individuals who are  the
 former Chief Executive Officer and Chief Financial Officer of Tessa.

      The former Chief Executive Officer was  also a member of the  Company's
 Board  of  Directors  until  March  of  2000.   During  1998,  Tessa  leased
 substantially all of its employees through AOS.  Effective April 1999, Tessa
 began leasing only  its  non-medical  personnel.  AOS  continued to  provide
 payroll-processing services for health care providers that were employees of
 the medical corporations that the Company was providing managerial  services
 to.  The above relationship with AOS was terminated in June of 2000 at which
 point the Company  employed a new  payroll service  whereas all  individuals
 that had been employees of AOS became employees of the Company.  All  health
 care providers remained employees of the  medical corporations in the  state
 they provided services within.

 13.  Income taxes

      The provision  for  income taxes  is  based on  income  recognized  for
 financial  statement  purposes  and   includes  the  effects  of   temporary
 differences between such income and that recognized for tax return purposes.
 The Company and its eligible subsidiaries  file a consolidated U.S.  federal
 income  tax  return.    Certain  subsidiaries  which  are  consolidated  for
 financial reporting are not eligible to be included in the consolidated U.S.
 federal income tax return and separate provisions for income taxes have been
 determined for these entities.

      Deferred income taxes reflect temporary differences in reporting assets
 and liabilities for  financial accounting and  income tax  purposes.   These
 temporary differences arise from the use of the accrual method of accounting
 for financial statements and  the cash method for  taxes and from  different
 depreciation methods used for financial and tax purposes.

      The effective tax rate is less than the statutory U.S. income tax  rate
 of 35% due to estimated benefits to be derived from the effect of  graduated
 statutory rates and income  tax basis operating  losses incurred because  of
 the temporary differences in recognizing revenues and expenses for financial
 statement and income tax purposes.


 14.  Subsequent events

           Change of management

      During the first quarter  of fiscal 2001,  Robert Flippin resigned  and
 Dr. Brian Regan was  appointed as the  Company's President, Chief  Executive
 Officer, Chief Financial Officer and as  Director.  In addition, there  have
 been  other changes during the first quarter of fiscal 2001 to the Company's
 Board of Directors in that Norman Perry was added as a Director whereas  Mr.
 Vener and Ms. Krueger resigned as Directors.

           Sale of common stock

      Subsequent to year end, the company conducted private placements of its
 common stock whereas  10,437,691 shares of  the Company's  Common Stock  was
 sold at a strike price of $.04.


 ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES

      None.


 PART III.

 ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           WITH SECITON 16 (A) OF THE EXCHANGE ACT

      Directors and Executive Officers

      The following table sets forth the names, ages and positions held  with
 respect to each director and executive officer of December 31, 2000.

 Name                    Age        Position with the Company
 -----------------       ---        -----------------------------------------
 Robert C. Flippin        62        President, Chief Executive Officer, Chief
                                    Financial Officer, Director, Chairman of
                                    the Board of Directors

 Judith Krueger           48        Director

 Mark Newman              39        Director, Vice President, Secretary

 Robert Verhey            57        Director


 Management Biographies

      Robert C. Flippin has served as  Partner, President and Executive  Vice
 President for companies  ranging in  size from  start-ups to  multi-national
 companies,  including  Arthur  Andersen  &  Co.,  KPMG,  MEDAPHIS   Services
 Corporation,  INFOSTAT  Incorporated,  Texel  Health  Services  Corporation,
 Shared Medical Systems and Dynacorp Financial Strategies, Inc.  Mr.  Flippin
 is a member of the Healthcare Financial Management Association.

      Judith Krueger is Vice President of Group Development for Primary  Care
 Associates, and  Executive  Director  of Cassidy  Medical  Group  in  Vista,
 California.  She oversees  three practices ranging  from family medicine  to
 multi-specialty and orthopedics.  Ms. Krueger has also previously served  in
 California as Vice  President for Pacific  Physician Services  for the  High
 Desert and Inland Empire, and as Regional Vice President for MedPartners for
 San Diego  and Riverside.   She  is  a member  of Medical  Group  Management
 Association and the American College of medical Practice Executives.

      Mark Newman is a doctor of  chiropractic who has practiced since  1989,
 owning and operating multi-disciplinary clinics in  Ohio and Kentucky.   Dr.
 Newman is  a  member of  the  American Chiropractic  Association,  the  Ohio
 Chiropractic Association and the Kentucky Chiropractic Association.

      Robert Verhey  joined  the  American Red  Cross  in  1997  as  National
 Director of Business Planning, defining the role of the Red Cross will  play
 internationally in healthcare and disaster services by 2005 and beyond.  Mr.
 Verhey has held  positions including  CEO, CFO,  COO and  Vice President  of
 business development and marketing for several successful companies.


 Classification of the Board of Directors

      None.

 Indemnification of Directors and Officers

      Sections 14-2-850 through 14-2-859  of the Georgia General  Corporation
 Law empowers a corporation  to indemnify its directors  and officers and  to
 purchase insurance with respect to liability  arising out of their  capacity
 or status as directors and officers  provided that this provision shall  not
 eliminate or limit the liability  of a director: (i)  for any breach of  the
 director's duty of loyalty to the corporation or its stockholders; (ii)  for
 acts or omissions not in good faith or which involve intentional  misconduct
 or a  knowing violation  of law;  (iii) arising  under the  Georgia  General
 Corporation Law; or (iv) for any transaction from which the director derived
 indemnification permitted thereunder  shall not be  deemed exclusive of  any
 other rights to which the directors  and officers may  be entitled under the
 corporation's by-laws,  any agreement,  vote of  shareholders or  otherwise.
 The Company's Certificate of Incorporation eliminates the personal liability
 of directors to the fullest extent permitted by Sections 14-2-850 et al.  of
 the Georgia General Corporation Law.

      The effect of the foregoing is to require the Company to indemnify  the
 officers and directors  of the Company  for any claim  arising against  such
 persons in their official capacities if such person acted in good faith  and
 in a manner that he reasonably believed to be in or not opposed to the  best
 interests of the corporation , and,  with respect to any criminal action  or
 proceeding, had no reasonable cause to believe his conduct was unlawful.

      Insofar as indemnification for liabilities arising under the Securities
 Act may  be permitted  to directors,  officers  or persons  controlling  the
 Company pursuant to the foregoing provisions, the Company has been  informed
 that in  the  opinion  of  the  Securities  and  Exchange  Commission,  such
 indemnification is against public policy as expressed in the Securities  Act
 is  therefore  unenforceable.    The  Company  maintains  a  director's  and
 officers' liability insurance policy.

 Committees of the Board of Directors

      The Board  of  Directors  has established  an  Audit  Committee  and  a
 Compensation  Committee.  At  fiscal  year  end 2000,  the  audit  committee
 consisted  of  Robert  Flippin  and  Robert  Vener.    The  audit  Committee
 recommends to the Board of Directors independent public accountants for  the
 Company and reviews related matters.  The Compensation Committee reviews and
 recommends the compensation of executive officers and key employees.

 Section 16 (a) Beneficial Ownership Reporting Compliance

      Section 16 (a) of the Securities Exchange Act of 1934, as amended  (the
 "Exchange Act"), requires the Company's officers and directors, and  persons
 who own more than ten percent of a registered class of the Company's  equity
 securities to file reports of ownership  and changes in ownership of  equity
 securities to file reports of the  Company with the Securities and  Exchange
 Commission  (the "Commission").  Officers,  directors  and greater than  ten
 percent stockholders are required by regulation to furnish the Company  with
 copies of all Section 16 (a) forms that they file.

 ITEM 10.  EXECUTIVE COMPENSATION

 Summary Compensation Table

<TABLE>
      The following sets forth  the aggregate cash  compensation paid to  the
 Company's Officers for services  rendered to the  Company during the  fiscal
 year indicated.
                                           Other
 Name and Position  Year  Salary  Bonus Compensation  Stock   Options    Other
 -----------------  ---- -------  ----- ------------  -----   -------    -----
 <S>                <C>  <C>       <C>     <C>       <C>      <C>        <C>
 Robert C. Flippin  2000 $180,000   -        -       390,625  2,250,000    -
 President & C.E.O.

 Thomas Bolera      1999 $180,000   -        -          -         -        -
 President & C.E.O.

</TABLE>

 Stock Option Plans

      During March of 2000, the Company's Board of Directors adopted a  Stock
 Option Plan  (2000 Plan)  which was  approved at  the Company's  shareholder
 meeting during the same month.  The 2000 Plan which reserves an aggregate of
 1,500,000 shares  of the  Company's stock  for  issuance, provides  for  the
 Company's Board of Directors, or a  designated committee, to administer  the
 2000 Plan.  Among the provisions within the 2000 Plan are the  following: 1)
 options are  intended  to qualify  as  incentive stock  options  within  the
 meaning of  Section 422  of the  Internal Code;  2) grants  may be  made  to
 employees, officers, directors, advisors and independent contractors of  the
 Company and any non-employee member of the Company's Board of  Directors; 3)
 incentive stock options may  be granted to only  officers and directors  who
 are employees  whereas  non  qualified  stock  options  may  be  granted  to
 employees, officers, directors,  advisors and  independent contractors;  the
 exercise price of the common stock  underlying an option will be  determined
 by the Board  of Directors or  compensation committee and  may be equal  to,
 greater than, or less than the fair market  value but in no event less  than
 50% of the fair market value.

 Employment Agreements

      Effective  January  2000,  the  Company  entered  into  an   employment
 agreement with a new  Chief Executive Officer ("CEO")  and Director.   Under
 the terms of the agreement, the new CEO is to receive annual compensation of
 $180,000.  The agreement is for a  one-year period renewable daily.  In  the
 event of termination, the  CEO is entitled to  a severance payment equal  to
 one year's salary.  In addition,  the CEO received 390,625 shares of  common
 stock. As discussed  in Note 8,  the CEO also  received options to  purchase
 2,250,000 shares of the Company's common stock at $1.00 per share.

      Effective May, 2000, the Company  entered into an employment  agreement
 with corporate  counsel. Under  the terms  of the  agreement, the  corporate
 counsel was to receive annual compensation of  $90,000.    The agreement  is
 for a one-year period  renewable daily.  The  contract also provide  options
 for the purchase of 150,000  shares of the Company's  common stock.  In  the
 event of  termination, the  corporate counsel  is  entitled to  a  severance
 payment equal to one year's salary.

 Consulting and Other Arrangements

      During the second quarter  of fiscal 2000, the  Company entered into  a
 month to month consulting  agreement with Thomas  Bolera, DC, the  Company's
 CEO during 1998 and 1999.  The agreement originally called for  compensation
 consisting of $5,000  per month.   The Company could  compensate Dr.  Bolera
 with the  Company's Common  Stock   in which  the Company  was to  use  best
 efforts in filing an S-8 registration statement  pursuant to such  issuance.
 100,000 shares of  the Company's Common  Stock was issued  during the  third
 quarter of fiscal 2000 in connection therewith.  Shortly after the execution
 of the consulting arrangement with Dr. Bolera, the agreement was  terminated
 by the Company.

 Remuneration of Directors

      Each outside director (non-employee)  receives 10,000 options per  term
 elected, $250  for  each  telephonic  meeting  of  the  Board  of  Directors
 attended, and $1,000  for each meeting  of the Board  of Directors  attended
 personally.    Each  director  is  entitled  to  receive  reimbursement  for
 reasonable expenses  incurred  to  attend the  meetings  upon  submittal  of
 appropriate written documentation.


 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

 Principal Security Holders

      The  following  table  sets  forth,  at  December  31,  2000,   certain
 information with respect to stock ownership of (i) all persons known by  the
 Company to be  beneficial owners  of 5% or  more of  its outstanding  Common
 Stock, (ii)  each of  the Company's  directors and  executive officers,  and
 (iii) all directors  and executive officers  as a group.   Unless  otherwise
 indicated, the beneficial owners have sole voting and investment power  over
 the shares of Common Stock listed below.

 Name and Address of     Number of Shares     # of Shares of Common Stock
 Beneficial Owner (1)  Beneficially Owned (2)     Beneficially Owned
 --------------------  ---------------------- ---------------------------
 Robert Flippin             2,640,625                    10.7%

 Mark Newman,DC               408,377                     1.8%

 Robert Verhey                      0                       0

 Judith Krueger                     0                       0


      The amount of shares beneficially owned  by Mr. Flippin as noted  above
 consist of 390,625  issued in connection  with his  employment agreement  of
 2000 and options to purchase the Company's Common Stock at a price of $1.00.
 See Note 11 to the Financial Statements contained elsewhere herein.

      The amount  of  shares beneficially  owned  by Dr.  Newman  consist  of
 408,377 shares of the Company's Common Stock which Dr. Newman acquired  upon
 converting amounts owed by the Company during  fiscal 2000.  See Note 11  to
 the Financial Statements contained elsewhere herein.

 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Thomas Bolera, a Director  and the Company's   Chief Executive  Officer
 until January   of  2000, along  with David  Russell, a  Director and  Chief
 Financial Officer until  November of 1999,  each own 25%  of a  professional
 employment organization by the name  of American Outsource Strategies,  Inc.
 ("AOS") which  the Company  contracts to  lease all  of the  Company's  non-
 professional employees.   In addition to leasing non-professional  employees
 to the  Company,  AOS also  is  contracted  to provide  all  human  resource
 functions for all professional employees of the Company.  Under the terms of
 the agreement with AOS which originated  in February of 1998, the  agreement
 provides for  a 12 month term which automatically renews each year unless  a
 notice of termination  is provided by  either party.   The agreement may  be
 terminated by either  party without  cause by  submitting a  60 day  written
 notice to  the other  party of  its intent  to terminate.   The  Company  is
 charged an amount equal to 5% of gross monthly payroll for professional  and
 non-professional personnel.  As  of March 16, 2000,  the Company had a  past
 due balance  of  approximately $1.8  million  with AOS  which  comprised  of
 payroll that AOS outlayed on behalf of Tessa and associated fees.

      During the quarter ended  March 31, 1998  the Company issued  1,846,000
 shares of common stock to Thomas Bolera,  a director of the Company and  the
 Company's Chief Executive Officer  until January 2000.   Other issuances  of
 common stock  to directors  and/or  officers during  the  quarter were    as
 follows: 75,000  shares  of common  stock  were  issued to  Dayna  Bolla,  a
 director of the Company until January  2000; 250,000 shares of common  stock
 issued to David Russell; 75,000 shares issued to Vaughn Dabbs, a director of
 the Company;  and 500,000  shares of  common stock  were issued  to Dr.  Kim
 Christenson, a Director and  President of the Company  from October of  1999
 until December 1999.

      Also during  the quarter  ended March  31,  1999, options  to  purchase
 200,000 shares of  common stock  at a  price of  $1.00 were  granted to  Dr.
 Bolera, and options to purchase 250,000 shares of common stock at a price of
 $1.00 were granted to David Russell.


 Section 13.    EXHIBITS, LISTS AND REPORTS ON FORM 8-K



   (a)       Exhibits

   None.


   (b)       Reports on Form 8-K

    On April 12, 2000, the Company filed in connection with the merger by  and
 between the Company and Zaba International, Inc.

    On May 4, 2000,  the Company filed in  connection upon the completion  of
 the Company's audited financial statements of its fiscal year ended December
 31, 1999, and the completion  of the merger by  and between the Company  and
 Zaba International, Inc.




 SIGNATURES

      In accordance  with Section  13 or  15  (d) of  the Exchange  Act,  the
 Registrant caused this report to be signed on its behalf by the undersigned,
 thereunto duly authorized, on April 16, 2001.

 Tessa Complete Health Care, Inc.

 By:  /s/ Brian Regan, DC
 ------------------------------
 Brian Regan, DC, President and
 Chief Executive Officer