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, 2001

   [   ] 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,  2001
 totaled $29,612.

 As of April 12, 2002, 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
 $100,065,544.

 As of  April  12,  2002,  there  were 416,953,447 shares  of  Common   Stock
 outstanding.

 Documents incorporated by reference: None

<PAGE>


 PART I.

 Item 1.   DESCRIPTION OF BUSINESS

 The Business and History

      Tessa Complete  Health Care,  Inc. ("Tessa"  and  the  "Company")   was
 originally  incorporated in August of  1997 in the   State of Delaware as  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., a Georgia  corporation ("Structofab"),  in   exchange
 for  an   equal   amount   of  Structofab's  Common  Stock.    The  business
 combination was accounted  for as a  reverse acquisition whereby  Structofab
 was the  surviving corporation  and Structofab  changed its  name to  Tessa.
 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" until December  12, 2001  when the  Company
 elected a stock reversal of 200 to 1 which caused its share symbol to change
 to "TSSO".

      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.

      Tessa Complete  Health Care,  Inc., is  in  the business  of  providing
 administrative services to chiropractic, physical therapy and rehabilitative
 clinics.  Under the  model which  will dominate Tessa's revenue in the  near
 term, Tessa owns all  assets related to the  clinics and is responsible  for
 all  non-caregiver  functions  of  the  clinic  (ex.  billing,  collections,
 marketing).  Revenue is generated through  services and income is  generated
 from revenue less applicable expenses.

      The Company's strategy  for growth and  profitability going forward  is
 currently based on the establishment  of chiropractic, physical therapy  and
 rehabilitative  clinics  within  high-profile  health  clubs.   The  Company
 believes this strategy aligns  itself with  the  chiropractic/rehabilitative
 industry which is expected to grow significantly in the upcoming years  (see
 Industry Overview segment below) and the  health and fitness industry  which
 expects membership  to nearly  double by  the year  2010 (according  to  the
 International Health, Racquet and Sportsclub Association).

      The Company has  initially developed  a relationship  with Bally  Total
 Fitness, Inc. through a master concessionaire agreement in which the Company
 already  has  facilities established  in Rockville  and  Greenbelt, MD.   In
 addition,  the  Company  anticipates developing  in  the  clinics  within 24
 Bally  facilities  within  the  following  states:  Maryland,  Pennsylvania,
 Virginia, North and South Carolina, Ohio, Michigan, and Texas.  Although the
 initial plan  is to  develop clinics  within Bally  facilities, the  Company
 intends to establish relationships within other fitness facilities in  other
 geographical sections of the United States.

      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)  the patient 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, thus
 reducing initial and re-occurring equipment expenditures.

 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.

      Consumers are  seeking  high-quality  alternative  health  care.    The
 popularity of chiropractic is at an all-time high. The 60 million  Americans
 who use  alternate therapies  each year  are ready  to commit  their  minds,
 bodies and money to  what they hope  will be a  more effective, less  toxic,
 less expensive and  altogether a  better way to  receive care  and care  for
 themselves.

      Furthermore, health  care spending  remains a  top priority.  Investors
 frequently use the sector as a  shelter from the overall market. The  United
 States Health Care Financing Administration ("HCFA") estimates that national
 health expenditures  were  approximately  $1.2  trillion  in  1999  and  are
 projected to total $2.2 trillion, or 16.2% of the Gross Domestic Product, by
 2008.   With  a  projected  growth  rate  of 6.5% annually for the next  few
 years, health care should grow more quickly than most other industries.  The
 alternative health  care industry  is the  fastest  growing segment  of  the
 health care market.   The rehabilitation  care market in  the United  States
 continues to grow at a rate of 10% per year.

      National health expenditures are projected  to total $2.2 trillion  and
 reach 16.2%  of Gross  Domestic Product  (GDP)  by 2008,  after  stabilizing
 within a 13.5-13.7% band  for the period from  1993 through 1998. Growth  in
 health spending  is projected  to average  1.8 percentage  points above  the
 growth rate of GDP  for 1998-2008. This differential  is higher than  recent
 experience, but remains  below the historical  average for 1960-1997,  where
 growth in  health  spending  exceeded  growth  in  GDP  by  close  to  three
 percentage points.   For 2003-2008,  demographic forces associated with  the
 aging of the baby-boom cohort (or age group) will increase growth in private
 medical spending relative to  Medicare by nearly a  percentage point as  the
 privately insured population (primarily under 65 years) ages more rapidly(1).

      As we enter the 21st century,  nearly  13%  of  our  population  is  65
 or older and  by the year  2030 this figure  is expected to  climb to 22%  -
 nearly 1 out of every 4 individuals.  In short, people are living longer and
 orthopedic impairments are having a serious impact on the quality of life in
 the elderly.  Work-related injuries and  illnesses also account for a  large
 portion of the  rehabilitative care market.  Further, reimbursement  changes
 have encouraged the rapid  discharge of patients  from hospitals while  they
 remain in need of rehabilitative healthcare.

      Employment of chiropractors is expected to grow faster than the average
 for all occupations through the year 2008 as consumer demand for alternative
 medicine grows.(2)(3)  Chiropractors  emphasize  the importance  of  healthy
 lifestyles and  do not  prescribe drugs  or perform  surgery. As  a  result,
 chiropractic  care  is   appealing  to   many  health-conscious   Americans.
 Chiropractic treatment of  back, neck, extremities,  and other joint  damage
 has become  more  accepted as  a  result  of recent  research  and  changing
 attitudes about  alternative health  care practices.  The rapidly  expanding
 older  population,  with  their  increased  likelihood  of  mechanical   and
 structural  problems,  will also increase demand.  Studies show that between
 50  and 75% of chiropractic patients  seek  care  because of back  pain. (4)
 Back  pain  is  the  most  expensive ailment  treated  in the  United States
 in  people  from  age  20  through  50(5).   Rehabilitation,  strengthening,
 occupational therapy or job retraining is very  effective rehabilitation and
 prevention for future occurrences.  Sciatica, treated with manipulation, has
 an  eight to 9% greater rate of  recovery than physical therapy or  standard
 medical care.(6)

      Fourth quarter 2000  marked the seventh  consecutive quarter where  the
 pace of  growth  in outpatient  visits  exceeded  the rate  of  increase  in
 community hospital inpatient discharges. Three of the last four quarters for
 that year have shown double digit increases when compared to the same period
 of the previous year(7).  Demand for  chiropractic treatment is also related
 to  the  ability  of  patients  to  pay,  either  directly or through health
 insurance. According to a recent study underwritten by TRIAD Healthcare Inc.
 Baby Boomers and retirees are even willing to spend more for  a visit  to  a
 complementary healthcare  practitioner  than  they are  for  a  visit  to  a
 traditional  physician.(8)  Consumers  are demanding   that  managed   care,
 government programs,  and other  payors  recognize and  support  alternative
 healthcare.    The  International  Society  of  Certified  Employee  Benefit
 Specialists    conducted  a  nationwide  survey  on  the  personal  use   of
 alternative care  and employee  benefits. Those  surveyed included  employee
 benefit specialists, consultants, plan administrators, insurers and  managed
 care providers. 46% of  respondents to the  survey agreed that  chiropractic
 benefits  should  become  core  benefits  in  health  plans.  Employees  are
 pressuring their health care payors to  support rehabilitative care. 80%  of
 Americans will suffer  from back  pain at some  point in  their lives.  Back
 symptoms are the most common cause  of disability for individuals under  the
 age of 45.   Insurers are offering   coverage because "Chiropractic  care is
 among the most frequently used complementary treatments."   Blue  Cross  and
 Blue Shield has  been a  leader in  providing benefits covering chiropractic
 and "alternative medicine therapies."

      Experts  have  evidenced  a  trend  toward  conservative,  non-invasive
 therapies, which have shown to result  in less trauma and better quality  of
 life to the patient and result in cost savings for payors. Studies conducted
 by insurance  companies (9) demonstrate the  ability  of  rehabilitation  to
 significantly reduce the cost of future care. Estimates of the savings range
 from $11 to $35  per dollar  spent  on rehabilitation.  The authors of  this
 study retrospectively evaluated the  cost of health care  for back and  neck
 pain (using ICD-9 codes)  for members of  a health maintenance  organization
 who sought chiropractic care in 1994-1995. In addition, differences  between
 the groups  in surgical  rate, the  use of  diagnostic imaging  and  patient
 satisfaction were compared. The  cost of healthcare for  back and neck  pain
 was substantially lower for chiropractic  patients  ($539 versus $774).  The
 authors  concluded  that  properly  managed  chiropractic  care  can   yield
 outcomes, in terms of surgical  requirements and patient satisfaction,  that
 are equal to those  of non-chiropractic care at  a substantially lower  cost
 per patient.

      The results  show  that Chiropractic  services  could play  a  role  in
 reducing costs of Medicare  reform and/or a  new prescription drug  benefit.
 The  study   specifically  found   that:  1)   beneficiaries  who   received
 chiropractic care  had  lower average  Medicare  payments for  all  Medicare
 services than those who  did not ($4,426 vs.  $8,103); 2) beneficiaries  who
 received chiropractic care  averaged fewer Medicare  claims per capita  than
 those who did not; and 3)  beneficiaries who received chiropractic care  had
 lower average  Medicare payments  per claim  than those  who did  not.  "The
 results strongly suggest  that chiropractic care  significantly reduces  per
 beneficiary costs to the Medicare program." (10)

 ------------------------------------------------------------
 (1) HCFA National Health Expenditures Projections: 1998-2008.
 (2) Ian D. Coulter, PhD; Paul G. Shekelle, MD, PhD  "Chiropractic in the
     United States: Training, Practice, and Research"  "SUPPLY, DISTRIBUTION,
     AND UTILIZATION OF CHIROPRACTORS IN THE UNITED STATES."  AHCPR
     Publication No. 98-N002. December 1997.
 (3) Bureau of Labor Statistics. 1998-2008 National Industry-Occupation
     Employment Matrix.
 (4) JACA. March 2001.
 (5) Cox, James M. Low Back Pain: Mechanism, Diagnosis, and Treatment.
     Lippincott, Williams & Wilkins, 6th edition, 1998.
 (6) JACA: March 2001  "Chiropractic Researchers Take Aim at Sciatica"
     John Triano, DC, PhD., Texas Back Institute in Plano, Texas.
     http://www.amerchiro.org/members/publications/march2001_focus.html
 (7) HCFA Hospital, Employment and Price Indicators for the Health Care
     Industry: First Quarter 2001.
 (8) Managed Healthcare, 08/01/2000.
 (9) The study, titled "Utilization, Costs, and Effects of Chiropractic
     Care on Medicare Program Costs," was commissioned by the ACA and is
     the first study of its type to compare the global, per capita Medicare
     expenditures of chiropractic patients to those of non-chiropractic
     patients receiving care in the federal Medicare program. The study
     utilizes data obtained from Medicare's Standard Analytical Files for
     1999--the most recent year cost data is available for analysis.
 (10) Ibid.

<PAGE>

 Principal Services

      Tessa provides physician practice  management services to chiropractic/
 rehabilitative  clinics  that  concentrate  on  conservative,   non-invasive
 rehabilitative care.  The Company's   services consist of all  non-caregiver
 services   and   include,   amongst  other   things,   accounting,  systems,
 administration, clinical information management, collections and marketing.

      Services provided through the health care providers operating under the
 medical corporations the Company provides managerial services to consist  of
 the  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  is
 expected to  under the health   club model to 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  to a variety of
 parties that are connected to or have contact with the different payors that
 comprise the revenue  base of the  clinic's revenues: management  contracts,
 managed care organizations,   physician groups,  union  and   trade  groups,
 self-insured groups, and local industry.  The Company also  conducts  direct
 marketing through various media 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   managed
 care payors and Worker's Compensation  programs.

 Competition

      Although Tessa  has experienced  limited competition  under the  health
 club model, there  is competition from  individual  practitioners and a  few
 entities that  are adding  clinics in  clubs within  a  limited geographical
 territory.  It  is the Company's understanding  that it is the only publicly
 owned company operating under the health club model.

 Backlog

      Not applicable.

 Employees

      The Company currently employs four full-time personnel. Two of the four
 are members  of management  and  the other  two  employees are  involved  in
 operational  functions.    The  clinics  which  the  Company  is   providing
 managerial services to employs two chiropractic physicians and two  clerical
 employees.

 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 regarding the  corporate
 practice of  medicine, and  laws  and regulations concerning proper  billing
 to third party payors.

 Federal Law

      Anti-Kickback Statute. The Federal anti-kickback statute prohibits  the
 knowing and willful solicitation, receipt, offer or payment of any direct or
 indirect remuneration in return for the referral of patients or the ordering
 or purchasing of items or services payable under Medicare, Medicaid or other
 Federal health  care programs.  Violations of  this  statute may  result  in
 criminal penalties,  including  imprisonment  or criminal  fines  of  up  to
 $25,000 per violation, civil penalties of  up to $50,000 per violation  plus
 up to three times the amount  of the underlying remuneration, and  exclusion
 from Federal programs  including Medicare or  Medicaid.   The Federal  anti-
 kickback statute contains a  number of exceptions. In  order to address  the
 problems created by the broad language of the statute, Congress directed the
 Department of  Health and  Human Services,  or DHHS,  to develop  regulatory
 exceptions, known as  safe harbors, to  the Federal anti-kickback  statute's
 referral prohibitions.

      Self-Referral Law.  Subject to  limited exceptions,  the Federal  self-
 referral law, known as the "Stark Law," prohibits physicians from  referring
 their Medicare or Medicaid patients for the provision of "designated  health
 services" to any entity  with which they or  their immediate family  members
 have  a  financial  relationship.  "Financial  relationships"  include  both
 compensation  and  ownership  relationships.  "Designated  health  services"
 include clinical  laboratory services,  radiology and  ultrasound  services,
 durable   medical  equipment  and  supplies,  and   prosthetics,   orthotics
 and  prosthetic  devices,  as  well  as seven other categories of services."
 Violating  the  Stark  Law  may  result  in  denial  of   payment   for  the
 designated health services performed, civil fines of up to $15,000 for  each
 service provided pursuant to a prohibited referral, a fine of up to $100,000
 for  participation  in  a  circumvention  scheme,  and  exclusion  from  the
 Medicare, Medicaid and other Federal health care programs.

      On January 4, 2001, the Health Care Financing Administration  published
 Phase I of the  final Stark regulations interpreting  the provisions of  the
 Stark Law.   These regulations  had an  effective date  of January  4, 2002.
 It is anticipated  that Phase II  will be issued  later this year  and  will
 focus on compensation issues and the statute's application to Medicaid.

      Civil False Claims Act.  The Federal Civil  False Claims Act  prohibits
 knowingly presenting  or causing  to be  presented any  false or  fraudulent
 claim for payment by the government, or using any false or fraudulent record
 in order to have a false or fraudulent claim paid. Violations of the law may
 result in repayment of  three times the damages  suffered by the  government
 and  penalties  from   $5,000  to  $10,000   per  false  claim.   Collateral
 consequences of a violation of the  False Claims Act include  administrative
 penalties and possible  exclusion from participation  in Medicare,  Medicaid
 and other Federal health care
 programs.

      Health Insurance Portability and Accountability Act. In August of 1996,
 Congress enacted the Health Insurance Portability and Accountability Act  of
 1996 (HIPAA). Included within HIPAA's health care reform provisions are  its
 "administrative simplification" provisions, which  require that health  care
 transactions be conducted in a standardized format, and that the privacy and
 security  of  certain  individually   identifiable  health  information   be
 protected.  Proposed rules for  many  of the  administrative  simplification
 subject areas  have  been published.  Final  rules covering  "Standards  for
 Electronic Transactions and Code  Sets" were published  on August 17,  2000,
 and set  forth the  standardized  billing codes  and  formats for  use  when
 conducting certain health  care transactions and  activities. The  effective
 date of these final rules  was October 16, 2000.  On December 28, 2000,  the
 DHHS published final rules addressing "Standards for Privacy of Individually
 Identifiable Health Information" under HIPAA's administrative simplification
 provisions. Compliance  with these  rules is  required  by April  14,  2003,
 however, there have been recent efforts in Congress to overturn these rules,
 so the status of the privacy rules under HIPAA is unclear. Regardless of the
 final form of the  rules implementing HIPAA's administrative  simplification
 provisions, it  is  likely that  these  rules will  create  substantial  new
 compliance issues  for all  "covered  entities"--which include  health  care
 providers,  health  plans,  and  health  care  clearinghouses--that   engage
 in regulated transactions and activities.  Violations of HIPAA can result in
 civil penalties  of up to  $25,000 per person  per year  for each  violation
 and  criminal  penalties  of up  to $250,000 and/or up to 10 years in prison
 per violation.

 State Law

      Anti-Kickback Laws. In  addition to  the Federal  anti-kickback law,  a
 number of states have enacted laws  that prohibit the payment for  referrals
 and other types of kickback arrangements. Some of these state laws apply  to
 all patients regardless of their source of payment, while others limit their
 scope to patients whose care is paid for by particular payors.

      Self-Referral Laws. In addition to the  Federal Stark Law, a number  of
 states have enacted laws that require disclosure of or prohibit referrals by
 health care providers to entities in which the providers have an  investment
 interest or compensation  relationship. In some  states, these  restrictions
 apply regardless of the patient's source of payment.

      Corporate Practice of Medicine  Laws. A number  of states have  enacted
 laws or have common  law that prohibit the  corporate practice of  medicine.
 These laws are  designed to prevent  interference in  the medical  decision-
 making process by anyone  who is not a  licensed physician.  Application  of
 the corporate practice of medicine prohibition  varies from state to  state.

      Insurance Provisions. Many  states also regulate  the establishment  of
 various health care provider  networks. These laws  do not typically  affect
 providers of business and administrative services to professional  entities.
 We are  aware,  however,  of  some  state  insurance  regulations  requiring
 organizations involved  in specified  types of  contracting arrangements  to
 register with the state department of  insurance and purchase surety  bonds.
 It also is possible that a state  could require our licensure as a  provider
 network  or  organization,  health  maintenance  organization  or   insurer.

 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.


 ITEM 3.   LEGAL PROCEEDINGS

      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 these claims.

      The Company has been named as a  defendant in the matter of Flippin  v.
 Tessa Complete Health Care, Inc. in the Superior Court for the County of San
 Diego, Case  No.  GIN019121,  the  Complaint  of  which  alleges  breach  of
 contract.  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  reached  a
 settlement with the plaintiff which resulted in the Company's dismissal from
 the Complaint on  or about November  9, 2001.   The Company was  named as  a
 third-party defendant in the case, the Third-Party Complaint of which  seeks
 indemnification, and is defending against this claim.  The Company has filed
 a Cross-Claim against the plaintiff, seeking indemnification.

      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 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  third-party defendant  filed in  the
 matter of Jafari v. Oak Brook  Spine & Center, Inc.  et al., in the  Circuit
 Court or the County of Du Page, State of  Illinois, Case No. 01 L 0135,  the
 Third-Party Complaint  of  which  seeks indemnification.    The  Company  is
 defending against this claim.

      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 had  been  filed  against  the  Company  by  Litchfield  Financial
 Corporation, one  of  the defendants  in  the  case.   The  Company  reached
 settlements which resulted in the Company's dismissal from the case on March
 13, 2002.

      The Company has been named as a  defendant in the matter of Collier  v.
 Tessa Complete Health  Care, Inc., in  the Circuit Court  for the County  of
 Multnomah, State of  Oregon, Case  No. 0105  05256, 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.  The Company is defending against these claims.

      The Company has been named as a defendant in the matter of Thelander v.
 Tessa Complete   Health Care,  Inc., et  al. in  the Circuit  Court for  the
 County of Multnomah, State of Oregon, Case No. 0105 05257, 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.  The Company is defending against these claims.

      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

      On June 22, 2001, the Company held its Annual Stockholder's Meeting  at
 which time the following  matters were presented and approved by a  majority
 of the Company's stockholders:  (1)  the election of three directors of  the
 Company to serve for a one-year  term expiring upon the 2002 Annual  Meeting
 of Stockholders  or  until  their  successors  are  duly  elected;  (2)  the
 amendment  of  the  Company's  Articles  of  Incorporation  increasing   the
 authorized number of shares of Common Stock from 50,000,000 to  500,000,000;
 (3) the approval of an amendment of the Company's 2001 Stock Incentive  Plan
 ("the Plan") to increase the number  of shares of Common Stock reserved  for
 issuance under the Plan  from an aggregate of  1,500,000 to 50,000,000;  (4)
 the approval  of an  amendment to  the Company's  Articles of  Incorporation
 changing the name of the Company  to a name as yet  to be determined by  the
 Board of Directors; and (5) the ratification of Horton & Company, L.L.C.  as
 the independent auditors of the Company for the fiscal year ending  December
 31, 2001.

      No other matters were  submitted to a vote  of stockholders during  the
 year ended December 31, 2001.
<PAGE>


 PART II


 ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

       On December 12, 2001, the  Company's Board of  Directors duly  elected
 that effective as of the opening of business on December 12, 2001, and  with
 respect to all shareholders of record  as the close of business on  December
 11, 2001, the Company's issued and outstanding shares are reverse split on a
 1 for 200 basis.  In connection therewith, each 200 shares of the  Company's
 $0.02 par value common  stock outstanding immediately  prior to the  reverse
 split became  one  share of  the  Company's  $0.02 par  value  common  stock
 immediately after the reverse split.

       Adjustments  to the  corporate  financial statements  to  reflect  the
 reverse split are expected  to be  minimal.  The  immediate  effect in   the
 market  is  expected  to be  an increase in the trading price per share  and
 a decrease in the total number of post-amendment  shares  outstanding in the
 same proportion as the multiplier chosen by the Board for the reverse split,
 not  in  excess of  two  hundred  (200).  The exercise  price of outstanding
 warrants  and  options  to  purchase  Common  Stock  would  be automatically
 adjusted accordingly, as  well  as  the  conversion  price  for  outstanding
 preferred stock and debentures convertible into Common Stock, if any.

       The Company's Common Stock  is currently listed   on the  NASDAQ  Over
 the Counter Bulletin Board Stock Exchange ("OTCBB").  In connection with the
 reverse split, the Company's stock symbol has changed to "TSSO" from "TSSA".
 Management believes  that  above mentioned  reverse  split is  in  the  best
 interests of the Company's shareholders and may better enable the Company to
 achieve its operational  plans for proceeding  forward in  that the  reverse
 split could enhance the Company regarding merger and/or acquisition matters,
 reduce the amount  of outstanding  shares to  an amount  more comparable  to
 entities similar in size and enhance liquidity.

<TABLE>

 PERIOD OF QUOTATION                   COMMON STOCK
                              BID                           ASKED
                     -------------------           ----------------------
                     HIGH            LOW             HIGH           LOW
                     ----            ---             ----           ---
 <S>                 <C>            <C>              <C>           <C>
 FISCAL 2000
 -----------
 FIRST QUARTER       2.75           1.25             3             1.375
 SECOND QUARTER      1.25            .37             1.37           .43
 THIRD QUARTER        .59            .28              .78           .31
 FOURTH QUARTER       .31            .05              .45           .06

 FISCAL 2001
 ----------------
 FIRST QUARTER        .22            .0625            .16           .0625
 SECOND QUARTER       .13            .05              .105          .05
 THIRD QUARTER        .12            .05              .10           .05
 FOURTH QUARTER*      .12            .0021            .09           .0021


 *  Adjusted to reflect 200 to 1 reverse split as of the close of
    December 12, 2002.

</TABLE>
<PAGE>


 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, 2001 and 2000.

 Restructuring/Going Concern

      The Company's audited financial statements  for the fiscal years  ended
 December 31,   2001 and 2000  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
 during fiscal 2000 which it had  been providing  managerial services  to  in
 connection with 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 and through the third quarter of 2001.  The financial statements do not
 include   any  adjustments  that  might result  from  the  outcome  of  this
 uncertainty.

      The Company  attributes much  of the difficulties it experienced during
 2000 and 2001   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 entering  into
 concessionary agreements  with  high profile  health  clubs  and  initiating
 rehabilitative type clinics within such clubs.

      With regard  to  managerial  changes,  during  fiscal  2000  Tessa  had
 undergone changes  which    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   first
 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   continued   into  the  first   quarter   of
 fiscal 2001 in   that   Mr.  Flippin  resigned and    Dr. Brian   Regan  was
 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
 approximately $9  million  of  the approximately  $10.3  in  debt  has  been
 eliminated due to  settlements, offsets, and/or  the determination that  the
 debt was not owed or may have been owed by the medical corporations that the
 Company provided managerial services for,  there still remains $1.3  million
 in reported obligations.

      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 during 1998 and
 1999 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
 concentrated geographic regions, the  Company believes that it can initially
 operate   with   a  significantly   reduced  level  of  corporate  overhead,
 operational overhead, and reduced need for capital  for the  acquisition  of
 capital equipment.  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,
 2001 and 2000.

      Revenues decreased by  $ 5,930,680.40 to $ 29,612 for  the fiscal  year
 ended December 31,  2001  versus  $5,960,292 for   the fiscal  year    ended
 December 31,  2000.   The   Company  attributes the  99.50%   decrease    in
 revenue primarily  to the  elimination of   management  services during  the
 final quarter of  fiscal  2000 and  into the first three quarters of  fiscal
 2001 which the Company  was providing to   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  $ 4,995,733 to  $  809,558
 for the fiscal year ended December  31, 2001 versus $ 5,805,291     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 $201,475 for  the
 fiscal year ended December 31, 2000 to $30,497 for the year ended   December
 31,  2001.  The decrease is  primarily  attributable  to the elimination  of
 depreciation expense associated with equipment that was eliminated with  the
 termination  of the  Company's  administrative service arrangements with the
 medical corporations.

      Financing related  charges  decreased from $1,198,590  for  the  fiscal
 year ended  December 31, 2000  to zero for the year ended December 31, 2001.
 The finance charges for  2000 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
 termination of  the  administrative  service arrangement  with  the  medical
 corporations, financing related  charges were  no longer  recognized by  the
 Company.   Thus  finance related  charges  were   recognized  for the  first
 three quarters of 2001, whereas for  all of 2001 the Company  did not  incur
 finance charges.  See Liquidity and  Capital  Resource under the  Management
 and Discussion Section contained elsewhere herein.

      Stock based compensation during fiscal  2001 consisted of common  stock
 of the  Company being  issued  in exchange  for  services and/or  issued  in
 connection for options issued and exercised  at a price below market  value.
 Expenses related to stock based compensation consisted of $7,365,949  versus
 $148,972 for the prior year's comparable period.

      In  addition,  as  to  restructuring  charges  and  the  write-down  of
 intangible assets, in  2001 the Company  wrote down  $372,656 in  connection
 with the  consideration of  stock and  cash paid  for the  merger with  Zaba
 corporation during the second quarter of 2000 due to the uncertain value  of
 the intangible asset going forward.  During 2000, the   Company   recognized
 expenses   of $5,713,429 for  restructuring charges and $470,394 due to  the
 write-down of  an asset acquisition of a  Las Vegas  clinic asset 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 $347,588 for the fiscal year ended December  31, 2001 versus a net   loss
 of $7,107,465  for the   prior  year's   comparative period.   The   Company
 reported a net loss per share (as adjusted for the 200 to 1 reverse split of
 $.926 for the fiscal year ended  December 31, 2001 versus $83.47 for the
 fiscal year ended December 31, 2000.

 Liquidity and Capital Resources

      Cash flow  from operations  was a  negative $1,378,347  for the  fiscal
 year ended December 31, 2001  versus a  negative  $2,312,747 for the   prior
 year's comparative period.  The   Company financed the  negative cash  flows
 through the sale of equity  throughout  fiscal 2001 and 2000.

      Throughout the  first  three  quarters  of   2000,  the  Company    was
 dependent  upon its administrative service fees from the medical corporation
 it had  been  providing  administrative services  to.    The  aforementioned
 Medical Corporations  had financially  been dependent   upon  advances  they
 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.    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  was granted 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 Corporation's ability to   pay
 Tessa for services, Tessa ceased all operations during November of 2000.

      Financing related charges were zero  for the fiscal year ended December
 31, 2001  and $1,198,590  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 to.

      During 1998, 1999 and until June  of 2000, the Company leased employees
 from   American   Outsource   Strategies  ("AOS")  a  professional  employer
 organization.  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 $378,807 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
 continues to review  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.   Also,  during  2001,  the Company  raised  $1,415,000  in
 connection with the exercise of options to purchases shares of the Company's
 common stock at exercise prices between $.03 and $.04 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  fee increases  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

<PAGE>

                       TESSA COMPLETE HEALTH CARE, INC.

                    Years ended December 31, 2001 and 2000

                                   Contents


                                                           Page
                                                           ----
 Report of Independent Auditor's..........................   1

 Consolidated Financial Statements:

  Balance sheets .........................................   2

  Statements of operations ...............................   3

  Statements of changes in net capital deficiency ........   4

  Statements of cash flows ...............................   5

  Notes to consolidated financial statements ............. 6 - 20


<PAGE>

                       REPORT OF INDEPENDENT AUDITOR'S


 To the Stockholders
 Tessa Complete Health Care, Inc.

 We have  audited  the  accompanying  consolidated  balance  sheet  of  Tessa
 Complete Health  Care,  Inc.  as  of December  31,  2001,  and  the  related
 consolidated statements of  operations, changes in  net capital  deficiency,
 and cash flows for the year 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.   The
 consolidated financial statements of Tessa Complete Health Care, Inc. as  of
 December 31, 2000, were audited by  other auditors whose report dated  April
 16, 2001, expressed an unqualified opinion of those statements.

 We conducted our audits in accordance with U.S. 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   consolidated
 financial  statements.  An audit  also  includes  assessing  the  accounting
 principles used and  significant estimates made  by management,  as well  as
 evaluating the overall  consolidated financial statement  presentation.   We
 believe that our audits provide a reasonable basis for our opinion.

 In our  opinion, the  consolidated financial  statements referred  to  above
 present fairly, in all  material respects, the  financial position of  Tessa
 Complete Health Care, Inc. as  of December 31, 2001  and the results of  its
 operations and its cash flows for each of the year then ended in  accordance
 with U.S. generally accepted accounting principles.

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


                                                  TIMOTHY L. STEERS, CPA, LLC


 April 12, 2002
 Portland, Oregon
<PAGE>

<TABLE>
                       TESSA COMPLETE HEALTH CARE, INC.

                         Consolidated Balance Sheets

                                                          December 31
                                                   -------------------------
                                                     2001            2000
                                                   ---------       ---------
                         ASSETS
 <S>                                              <C>             <C>
 Current assets:
  Cash                                            $   12,409      $   24,049
  Accounts receivable, less allowance for
  uncollectible accounts of $10,490 in 2001           19,481               -
  Prepaid expenses                                    11,718               -
                                                   ---------       ---------
    Total current assets                              43,608          24,049

 Property and equipment, net                          45,921               -

 Deferred charges and other assets                         -         400,781
                                                   ---------       ---------
                                                  $   89,529      $  424,830
                                                   =========       =========
 LIABILITIES AND NET CAPITAL DEFICIENCY

 Current liabilities:

  Notes payable                                   $        -      $1,323,838
  Accounts payable                                     9,152       1,360,747
  Accrued liabilities                                378,807       3,073,375
  Payable to professional employer organization      919,326       2,663,458
  Notes payable to stockholder                             -       1,874,158
                                                   ---------       ---------
     Total current liabilities                     1,307,285      10,295,576

 Net capital deficiency:
  Common stock; $.02 par value; authorized
    500,000,000 shares; outstanding 909,109
    shares in 2001 (110,508 shares in 2000)           18,182           2,210
  Additional paid-in capital                      20,802,038      11,817,432
  Retained deficit                               (22,037,976)    (21,690,388)
                                                   ---------       ---------
      Total capital deficiency                    (1,217,756)     (9,870,746)
                                                   ---------       ---------
                                                  $   89,529      $  424,830
                                                   =========       =========

                           See accompanying notes.
</TABLE>
<PAGE>
<TABLE>

                       TESSA COMPLETE HEALTH CARE, INC.

                    Consolidated Statements of Operations


                                                    Years ended December 31
                                                   -------------------------
                                                     2001            2000
                                                   ---------       ---------
 <S>                                              <C>             <C>
 Revenues                                         $   29,612      $5,960,292

 Operating expenses                                8,578,661       6,155,738
                                                   ---------       ---------
 Loss from operations                             (8,549,049)       (195,443)

 Other income (expenses):
  Gain (loss) from restructuring                   8,201,461      (5,713,429)
  Finance related charges                                  -      (1,198,590)
                                                   ---------       ---------
    Total other income (expenses)                  8,201,461      (6,912,019)
                                                   ---------       ---------
 Loss before provision for income taxes             (347,588)     (7,107,465)

 Provision for income taxes                                -               -
                                                   ---------       ---------
 Net loss                                         $ (347,588)    $(7,107,465)
                                                   =========       =========

 Net loss per common share                        $    (.926)     $  (83.466)
                                                   =========       =========

                           See accompanying notes.
</TABLE>
<PAGE>
<TABLE>

                     TESSA COMPLETE HEALTH CARE, INC.

    Consolidated Statement of Changes in Stockholders' Equity (Deficit)

                 January 1, 2000 through December 31, 2001


                                                        Additional                      Net
                                     Common stock         paid-in       Retained      capital
                                  Shares      Amount      capital       deficit      deficiency
                                ----------   --------   ----------    -----------    -----------
 <S>                            <C>         <C>        <C>           <C>            <C>
 Balance at January 1, 2000     13,809,375  $ 276,188  $ 7,802,153   $(14,582,922)  $ (6,504,581)

 Effect of 1 for 200 reverse
   stock split                 (13,740,328)  (274,807)     274,807              -              -

 Balance at January 1, 2000,
   as restated                      69,047      1,381    8,076,960    (14,582,922)    (6,504,581)

 Shares issued for cash             29,008        580    2,379,293              -      2,379,873

 Shares issued in connection
   with merger                       1,125         23      309,352              -        309,375

 Shares issued in exchange
   for services                      1,211         24      135,285              -        135,309

 Shares issued in exchange
   for debt                          5,413        108      446,242              -        446,350

 Shares issued to acquire
   clinic and assets                 4,704         94      470,300              -        470,394

 Net loss                                -          -            -     (7,107,466)    (7,107,466)
                                ----------   --------   ----------    -----------    -----------
 Balance at December 31, 2000      110,508      2,210   11,817,432    (21,690,388)    (9,870,746)

 Shares issued for cash            220,227      4,405    1,410,595              -      1,415,000

 Shares issued in exchange
   for services                    574,624     11,492    7,525,601              -      7,537,093

 Shares issued in exchange
   for debt                          3,750         75       48,410              -         48,485

 Net loss                                -          -            -       (347,588)      (347,588)
                                ----------   --------   ----------    -----------    -----------
 Balance at December 31, 2001      909,109  $  18,182  $20,802,038   $(22,037,976)  $ (1,217,756)
                                ==========   ========   ==========    ===========    ===========


                             See accompanying notes.

</TABLE>
<PAGE>
<TABLE>

                       TESSA COMPLETE HEALTH CARE, INC.

                    Consolidated Statements of Cash Flows


                                                    Years ended December 31
                                                   -------------------------
                                                     2001             2000
                                                   ---------       ----------
 <S>                                              <C>             <C>
 Cash flows from operating activities:
  Net loss                                        $ (347,588)     $(7,107,466)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
   Depreciation and amortization                      30,497          201,475
   Loss (gain) from restructuring                 (8,201,461)       5,713,429
   Impairment of deferred charges                    372,656                -
   Common stock issued for services                7,537,093          148,972
   Provision for uncollectible
     accounts receivable                              10,490                -
   Changes in assets and liabilities
     (net of effects of purchase of
     clinic and assets in 2000):
    Accounts receivables                             (29,971)        (959,595)
    Prepaid expenses                                 (11,718)               -
    Deferred charges and other assets                      -         (112,500)
    Accounts payable and accrued liabilities        (738,345)        (197,062)
                                                   ---------       ----------
                                                  (1,378,347)      (2,312,747)
 Cash flows from investing activities-
   capital expenditures                              (48,293)               -

 Cash flows from financing activities:
  Principal payments under loan agreements                 -          (22,394)
  Principal payments on capitalized
    lease obligations                                      -           (7,367)
  Proceeds from issuance of common stock           1,415,000        2,366,557
                                                   ---------       ----------
                                                   1,415,000        2,336,796
                                                   ---------       ----------
  Net increase (decrease) in cash                    (11,640)          24,049
  Cash at beginning of year                           24,049                -
                                                   ---------       ----------
  Cash at end of year                             $   12,409      $    24,049
                                                   =========       ==========

 Supplemental disclosure of cash flow information
   - cash paid for finance related charges        $        -      $ 1,198,590
                                                   =========       ==========
 Non-cash investing and financing activities:
  Common stock issued in acquire physician
    practices and related assets                  $        -      $   470,394
                                                   =========       ==========
  Common stock issued in business combination     $        -      $   309,375
                                                   =========       ==========
  Common stock to be issued in exchange for debt  $   48,485      $   446,349
                                                   =========       ==========

                          See accompanying notes.
</TABLE>
<PAGE>

                       TESSA COMPLETE HEALTH CARE, INC.

                    Consolidated Statements of Cash Flows

                              December 31, 2001

 1.   Summary of significant accounting policies

      Basis of  consolidation:  The 2001  consolidated  financial  statements
      include  the  accounts   of  the  Company   and  Chiro   One  Spine   &
      Rehabilitation, LLC.  ("Chiro One").    All intercompany  accounts  and
      transactions have been eliminated.   Chiro One is consolidated  because
      management  believes  it  exercises  significant  influence  over  this
      entity.

      History and business activity:  Up  to October of 2000, Tessa  Complete
      Health Care, Inc., ("Tessa")  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   multidisciplinary  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 that 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.  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.  The  Company has however  restarted
      operations in  connection with  the establishment  of a  rehabilitative
      clinic  in  Greenbelt,  Maryland  and  is  in  the  process  of  adding
      additional clinics  during the  period subsequent  to the  fiscal  year
      ended 2001.

      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  that
      include, but not limited  to, financial systems, financial  management,
      and general bookkeeping functions.

      Cash and cash  concentrations: For purposes  of the  statement of  cash
      flows, the Company   considers cash  equivalents to  be  highly  liquid
      instruments if, when  purchased, their original  due dates were  within
      three months.

      Impairment of long-lived assets:The Company assesses the recoverability
      of long-lived  assets  by  determining  whether  the  depreciation  and
      amortization of  the asset's  balance over  its remaining  life can  be
      recovered through projected undiscounted future cash flows.  The amount
      of impairment, if any, is measured  based on fair value and charged  to
      operations in  the period  in which  the  impairment is  determined  by
      management.  During 2001, management determined that they would not  be
      able to  recover the  deferred charges  and expensed  $372,656 for  the
      impairment of deferred charges.

      Use of  estimates: The  process of  preparing financial  statements  in
      conformity with U.S. generally accepted accounting principles  requires
      the use of estimates and assumptions regarding certain types of assets,
      liabilities, revenues  and expenses.   Such  estimates and  assumptions
      primarily relate to unsettled transactions and events as of the date of
      the financial statements.  Accordingly, upon settlement, actual results
      may differ from estimated amounts.

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

      Deferred charges:  Deferred acquisition costs  are stated  at cost, net
      of accumulated  amortization.  Deferred acquisition  costs  were  being
      amortized on the straight-line method over  a period of fifteen  years.
      Amortization expense totaled  $28,125 for the  year ended December  31,
      2001 ($21,094 for 2000).

      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.

      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.
      Differences  between  estimated   contractual  adjustments  and   final
      settlements are  reported  in the  period  when final  settlements  are
      determined.

      Stock  based  compensation:  The  Company  accounts  for  stock   based
      compensation under Statement of Financial Accounting Standards No.  123
      ("SFAS 123").  SFAS 123 defines a fair value based method of accounting
      for stock based compensation.   However, SFAS 123  allows an entity  to
      continue to  measure  compensation  cost related  to  stock  and  stock
      options issued to  employees using the  intrinsic method of  accounting
      prescribed by Accounting  Principles Board Opinion  No. 25 ("APB  25"),
      "Accounting for  Stock  Issued to  Employees".   Entities  electing  to
      remain with  the  accounting method  of  APB  25 must  make  pro  forma
      disclosures of net income and earnings per share, as if the fair  value
      method of accounting defined in SFAS 123 had been applied.  The Company
      has elected to account  for its stock  based compensation to  employees
      under APB 25.

      Reporting  comprehensive  income:  The  Company  reports  and   display
      comprehensive income  and its  components as  separate amounts  in  the
      consolidated financial statements.   Comprehensive income includes  all
      changes  in  equity  during  a  period  that  results  from  recognized
      transactions and  other economic  events other  than transactions  with
      owners.  There were no comprehensive income items to report for 2001 or
      2000.

      Income taxes: Income taxes are provided on the liability method whereby
      deferred tax assets and liabilities are recognized for the expected tax
      consequences  of  temporary  differences  between  the  tax  bases  and
      reported amounts of assets  and liabilities.   Deferred tax assets  and
      liabilities are computed using enacted tax  rates expected to apply  to
      taxable income in the years in which temporary differences are expected
      to be recovered  or settled.   The effect  on deferred  tax assets  and
      liabilities from a change in tax  rates is recognized in income in  the
      period that  includes  the enactment  date.   The  Company  provides  a
      valuation allowance  for certain  deferred tax  assets, if  it is  more
      likely than not that  the Company will not  realize tax assets  through
      future operations.

      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.

      Net loss per  common share: Net  loss per common  share is computed  by
      dividing net  loss by  the weighted  average  number of  common  shares
      outstanding during the period.  The  weighted average number of  common
      stock shares  outstanding  was  375,555 for  2001  (85,154  for  2000).
      Preferred stock  is not  considered to  be a  common stock  equivalent.

      Common stock  to be  issued is  not  considered to  be a  common  stock
      equivalent as the effect  on net loss per  common share would be  anti-
      dilutive.

      Reclassifications: Certain reclassifications have been made to the 2000
      financial statements in order to conform to the 2001 presentation.


 2.   Restructuring/Going Concern

   The  Company's audited  financial statements  for the  fiscal years  ended
   December 31, 2001  and 2000 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 termination  of  the  Company's  administrative services  relationship
   with  certain Medical Corporations during fiscal 2000 which  it had   been
   providing  managerial services  to in  connection with  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  and through the
   third  quarter  of  2001.  The financial statements  do  not  include  any
   adjustments that might  result from the outcome of this uncertainty.

   The  Company attributes  much of  the difficulties  it experienced  during
   2000  and  2001  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  entering
   into  concessionary  agreements   with  high  profile  health  clubs   and
   initiating rehabilitative type clinics within such clubs.

   With regard to managerial changes, during fiscal 2000 Tessa had  undergone
   changes which 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  first
   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 continued into the first quarter of fiscal  2001
   in that  Mr. Flippin resigned  and Dr. Brian  Regan was  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 approximately $9 million  of the approximately $10.3 in debt  has
   been  eliminated due  to settlements,  offsets, and/or  the  determination
   that the debt was  not  owed there still remains $1.3 million in potential
   obligations.

   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 during 1998  and
   1999 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  significantly   reduced  level  of  corporate
   overhead,  operational overhead,  and reduced  need  for capital  for  the
   acquisition of capital equipment.   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.


 3.   Property and equipment

   Property and equipment consists of the following at December 31:


                                                    2001       2000
                                                  -------     -------
       Office furniture and equipment            $  3,801    $      -
       Medical equipment                            7,208           -
       Leasehold improvements                      37,284           -
                                                  -------     -------
                                                   48,293           -
       Less accumulated depreciation               (2,372)
                                                  -------     -------
       Property and equipment, net               $ 45,921    $      -
                                                  =======     =======

      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
      at the close of the fiscal year ended  December 31, 2000.  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.   Notes payable - Asset Purchase Agreement

   Operational  funding for  the medical  corporations to  which the  Company
   provided managerial  services 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   had  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.   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.    During
      September of 2001, the Company and Litchfield entered into a settlement
      agreement in which in exchange for the release of all potential  claims
      against the Company by Litchfield, the Company would assist  Litchfield
      in the  collection of  outstanding accounts  receivable and  also  with
      investigations and/or litigation  that may  arise in  their efforts  to
      collect such accounts receivable.

      For fiscal  2000,  charges under  the  Purchase Agreement  amounted  to
      $1,198,590 whereas in 2001, there were no charges.


 5.   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.

   At the  end of 2001, the  Company wrote down  $372,656 in connection  with
   the  consideration  of stock  and  cash  paid for  the  merger  with  Zaba
   Corporation during the second quarter  of 2000 due to the uncertain  value
   of the intangible asset going forward.


 6.   Notes payable

   Notes payable consist of the following at December 31:

                                                           2001        2000
                                                          ------      ------
    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

    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
                                                          ------     ---------
        Notes payable                                    $     -    $1,323,838
                                                          ======     =========


 7.   Stockholder payables

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


 8.   Commitments and contingencies

   Rent expense  was approximately $31,200 for  the years ended December  31,
   2001  ($751,538 for  2000).   Certain of  the Company's  operating  leases
   contain rent  escalation clauses  and renewal  options as  defined in  the
   respective  agreements.   As of  December  31, 2001,  the Company  has  no
   significant lease obligations.


      Legal proceedings

      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.  The complaint 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 Flippin  v.
      Tessa Complete Health Care, Inc. in  the Superior Court for the  County
      of San Diego.  The complaint  alleges breach of contract.  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.   The  complaint   alleges  breach
   of  employment  contract.  The  Company  reached  a  settlement  with  the
   plaintiff that resulted in  the Company's dismissal from the Complaint  on
   or  about  November  9, 2001.  The  Company  was  named as  a  third-party
   defendant in  the case; the  third-party complaint seeks  indemnification,
   and is defending against this claim.  The Company has filed a  cross-claim
   against the plaintiff, seeking indemnification.

      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.   The  complaint  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 Gorman  v.
      Tessa Complete Health Care, Inc., et  al. in the Circuit Court for  the
      County of Multnomah, State of Oregon.  The complaint alleges breach  of
      employment contract  and  related claims.    The Company  is  defending
      against these claims.

      The Company has  been named  as a  third-party defendant  filed in  the
      matter of Jafari  v. Oak  Brook Spine  & Center,  Inc. et  al., in  the
      Circuit Court or the County of Du Page, State of Illinois.  the  third-
      party complaint  seeks  indemnification.    The  Company  is  defending
      against this claim.

      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.  The  complaint
      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 reached settlements,  which
      resulted in the Company's dismissal from the case on March 13, 2002.

      The Company has been named as a  defendant in the matter of Collier  v.
      Tessa Complete Health Care, Inc., in  the Circuit Court for the  County
      of Multnomah, State of Oregon.  The complaint 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.  The Company is defending against these claims.

      The Company has been named as a defendant in the matter of Thelander v.
      Tessa Complete Health Care, Inc., et  al. in the Circuit Court for  the
      County of Multnomah, State  of Oregon.  The  complaint 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.   The  Company is  defending against  these
      claims.

      The Company  is party  to certain  other  legal proceedings  that  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  provides
      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.

      Effective February 23,  2001, the  Company entered  into an  employment
      agreement with  Dr.  Regan as  President  and Chief  Executive  Officer
      ("CEO").  The  agreement provided for  Dr. Regan to  receive an  annual
      salary of $180,000  and a  severance payment  equal to  $45,000 in  the
      event of termination.  The term of the agreement is for a period of one
      year.  Effective August 9, 2001,  the Company entered into an  addendum
      to the  employment agreement  which provided  for 18,500,00  shares  of
      stock.

      During February of 2001, Mr. Flippin  resigned as President, CEO,  CFO,
      Director and Chairman of  the Board of Directors.   In connection  with
      the resignation, Mr. Flippin and the Company entered into a  separation
      agreement in which  provided for severance  payments totaling  $180,000
      and compensation for salary, expenses and certain other costs  totaling
      $107,817.

      Effective  July 2, 2001,  the Company  entered  into  an agreement with
      Dr. Newman  as  Vice-President.  The  agreement  provided  for   annual
      compensation of $24,000 and a severance payment equal to $6,000 in  the
      event of termination.  The term of the agreement is for a period of one
      year.

      Effective July  2, 2001,  the Company  entered into  an agreement  with
      Jennifer Quayle  as  corporate  counsel.   The agreement  provided  for
      annual compensation  of   $144,000 and  a  severance payment  equal  to
      $36,000 in the event of termination.  The term of the agreement is  for
      a period of one year.


 9.   Stockholders' equity

      Stock issuances

      Effective December  12, 2001,  the Board  of Directors  of the  Company
      approved a one-for-200 shares reverse stock split.  All shares and  per
      share amounts  have  been  restated in  the  accompanying  consolidated
      financial statements to reflect this reverse stock split.

      During 2001,  the Board  of Directors  authorized  the issuance  of  an
      aggregate of 574,624  shares of common  stock to a  shareholder of  the
      Company in exchange for restructuring services. The shares were  valued
      by management at a weighted average  per share amount of $13.12,  which
      represented a  7.65%  discount  from  the  closing  bid  price  of  the
      Company's common stock  at the  date of  issuance.   Management of  the
      Company estimated  the  value of  the  Company's shares  granted  after
      considering the historical trend of the  trading prices for its  common
      stock and  the limited  volume of  shares being  traded.   The  Company
      recorded professional services expenses totaling $7,537,093 during  the
      year ended December 31, 2001 as a result of these grants.

      During 2001, the Board  of Directors authorized  the issuance of  3,750
      shares of common stock of the Company in exchange for accounts  payable
      of $48,485.  Management of  the Company  valued  the shares  issued  at
      $12.93 per share, the closing bid  price of the Company's common  stock
      at the date of issuance.  Management of the Company estimated the value
      of the Company's shares granted after considering the historical  trend
      of the trading prices  for its common stock  and the limited volume  of
      shares being traded.

      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
      were $70,000.

      Options and warrants

   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.

   The following is a summary of option transactions during the year ended
   December 31, 2000:

                                                               Average
                                               Weighted        exercise
                                                number         price per
                                               of shares         share
                                               ---------         -----
       Outstanding at January 1, 2000            950,000         $1.37
                                                                  ====
       Granted                                10,609,786          1.00
                                                                  ====
       Exercised                                       -             -
                                                                  ====
       Cancelled                                       -             -
                                              ----------          ====
       Outstanding at December 31, 2000       11,559,786         $1.03
                                              ==========          ====


   As  of  December 31, 2001  the  following  options  and  warrants,  which
   have been granted to consultants and creditors, are outstanding:


                         Weighted     Average
                          number      exercise
       Date of grant    of shares      price        Expiration date
       -------------    ---------      -----        ---------------
       October 1998      60,000        $2.50        October 2003

       November 1998     25,000         2.50        November 2003


 10.  Subsequent events

      Subsequent to year-end,  the company conducted  a private placement  of
      its securities  such  that 100  million  shares of  common  stock  were
      purchased at  a price  of $.002  per  share.   The sale  provided  cash
      proceeds  of  $100,000.   In  addition,  the  Company  entered  into  a
      consulting agreement with Dan Smith which provided that Mr. Smith could
      purchase up to 166 million shares of common stock at a price of $.02 in
      exchange for services that were to be valued at $500 per hour.



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

       The  Company's  past  auditor  of  record,  Horton  &  Company,   LLC,
 (hereinafter "Horton") has recently been acquired by the accounting firm  of
 Citrin Cooperman & Company, LLP (hereinafter "Citrin").  On March 19,  2002,
 the Company was notified by  Citrin Cooperman & Company,  LLP that it is  in
 the process of eliminating the firm's auditing of publicly traded firms  and
 in connection therewith, was withdrawing as the auditor of the Company.

       To replace the accounting firm of Citrin Cooperman & Company, LLP,  on
 March 21, 2002,  the Company's Board  of Directors, and  in connection  with
 their annual  review  of independent  accounting  firms, have  approved  the
 election to  retain the  independent public  accounting firm  of Timothy  L.
 Steers, CPA, LLC.  The firm of Timothy L. Steers, CPA, LLC is to immediately
 commence the audit of the Company's financial statements for the fiscal year
 ended December 31, 2001.

       The former  auditor's reports  on the  Company's financial  statements
 during either of the past two years did not contain an adverse opinion or  a
 disclaimer of opinion, nor was it  qualified or modified as to  uncertainty,
 audit scope,  or accounting  principles, except  that the  former  auditors'
 reports with respect to the consolidated balance sheets of the Company as of
 December 31,  2000 and  1999 and  the   related consolidated  statements  of
 operations, stockholders'  deficit and  cash flows  for the  two years  then
 ended contained a going concern explanatory paragraph.

       During Tessa's two  most recent fiscal years  and through the date  of
 this Form 10ksb, there  were no disagreements with  Horton on any matter  of
 accounting principles  or  practices,  financial  statement  disclosure,  or
 auditing scope or procedure which, if not resolved to Horton's satisfaction,
 would have caused them to make reference to the subject matter in connection
 with their  report on  Tessa's consolidated  financial statements  for  such
 years; and there were no reportable  events, as listed in Item  304(a)(1)(v)
 of Regulation S-K.

       Tessa has provided  Citrin with a copy  of the foregoing  disclosures.
 Attached as Exhibit 16.1 is a copy of Citrin's letter, dated April 5,  2002,
 stating its agreement with such statements.

       During Tessa's two  most recent fiscal years  and through the date  of
 this Form 10ksb,  Tessa did  not consult Timothy  L. Steers,  CPA, LLC  with
 respect  to  the  application  of  accounting  principles  to  a   specified
 transaction, either completed or proposed, or the type of audit opinion that
 might be rendered on Tessa's consolidated financial statements, or any other
 matters or  reportable  events listed  in  Items 304(a)(2)(i)  and  (ii)  of
 Regulation S-K.
<PAGE>


 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, 2001.

 Name                     Age    Position with the Company
 -----------------        ---    ----------------------------------
 Brian Regan, DC          41     President, Chief Executive Officer,
                                 Chief Financial Officer, Director,
                                 Chairman of the Board of Directors

 Mark Newman, DC          41     Director, Vice - President

 Norm Perry               70     Director, Treasurer

 Jennifer Quayle, Esq.    36     Secretary


 Management Biographies

      Dr. Regan  has served  as President,  CEO, CFO,  Director and  Chairman
 since the resignation of Robert Flippin on February 23, 2001.  Dr. Regan  is
 a Doctor of Chiropractic who has practiced since 1987, owning and  operating
 numerous clinics.  Dr. Regan currently  owns a multi-disciplinary clinic  in
 Maryland which is separate from the Company.  Along with being licensed as a
 Doctor of Chiropractic  in Maryland,  Dr. Regan  is also  licensed in  Ohio,
 Delaware, Pennsylvania and Virginia.  Additionally, Dr. Regan is licensed as
 a physical therapist in Maryland and Virginia.

      Dr. Newman has served  as a Director since  January 7, 2000, and  Vice-
 President since December 8, 2000.   He 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.

      Mr. Perry  has  served  as  a Director  since  January  24,  2001,  and
 Treasurer since June 22, 2001.  He is  the President and sole owner of  Tree
 Products Enterprises, Inc., a forest products export company with offices in
 Lake Oswego  and Sisters,  Oregon.   Mr. Perry  also serves  as Director  of
 Spatial Dynamics, Inc., located in Clarkston, Washington, which develops and
 manufactures detection and monitoring instruments.  Previously Mr. Perry has
 served as a Director  of WTC, an air  freight forwarding company located  in
 Los Angeles,  California.   Mr. Perry  also  served for  four (4)  years  as
 Chairman of the Board  and Director for Comprehensive  Care Corp., a  public
 company traded on  the New  York Stock  Exchange, which  owned and  operated
 sixteen (16) hospitals for chemical dependency with sales in excess of  $200
 million.

      Ms. Quayle has  served as Secretary  since June 22,  2001.   She is  an
 attorney licensed to practice  law in California.   She has practiced  since
 1991.

 Classification of the Board of Directors

      None.

 Indemnification of Directors and Officers

      Sections 14-2-850 through  14-2-859 of the  Code of  Georgia empower  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
 corporation laws;  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 Code of Georgia.

      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 directors and  officers'
 liability insurance.

 Committees of the Board of Directors

      The Board  of  Directors  has established  an  Audit  Committee  and  a
 Compensation  Committee.  At  fiscal  year  end 2001,  the  Audit  Committee
 consisted of Dr. Newman  and Mr. Perry.   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.  The Company has assisted
 in the preparation of the Section 16 (a) forms on behalf of its officers and
 directors based on the information provided by them.   Forms 3  & 4  related
 to the  Section 16  (a) requirements  were filed  for the  Company's  fiscal
 year's ended December 31, 2000, and 2001, however the Forms 3 & 4 were filed
 late.


 ITEM 10.  EXECUTIVE COMPENSATION

 Summary Compensation Table

 <TABLE>
 The following  sets  forth  the aggregate  cash  compensation  paid  to  the
 Company's Executive Officer 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>
 Dr. Regan,
  President & CEO    2001  $180,000

 Robert Flippin      2000  $180,000                      390,625
 President & CEO

</TABLE>


 Stock Option Plans

      At a Special Meeting of Shareholders  of the Company held on March  16,
 2000, the shareholders ratified and approved the adoption of a stock  option
 plan and reserved an aggregate of  1,500,000 shares of the Company's  Common
 Stock, par value $0.02, for issuance thereunder. Pursuant thereto, the Board
 of Directors adopted the 2001 Stock Incentive Plan (the "Plan").  The  Board
 of Directors believes that the availability of an adequate number of  shares
 in the  share reserve  of the  Plan is  an important  factor in  attracting,
 motivating, and retaining qualified employees, officers, and directors,  and
 non-employee agents,  consultants,  advisers,  and  independent  contractors
 essential to the success of  the Company.  In  2001, the Board of  Directors
 unanimously recommended  a  proposal  to  amend  the  Company's  2001  Stock
 Incentive Plan to increase the number of shares of Common Stock reserved for
 issuance under the Plan  from an aggregate of  1,500,000 to 50,000,000.   In
 connection with the  votes tabulated at  the annual  shareholder meeting  in
 June 2001, the amendment  to the Company's Stock  Option Plan was  approved,
 and the number of shares reserved for issuance under the Plan was  increased
 to 50,000,000 pursuant to approval by the shareholders.  To date, no  shares
 have been issued under  the Plan and 50,000,000  shares remain reserved  for
 issuance

      The following summary of the Plan  is qualified in its entirety by  the
 specific language of the Plan:

      The  Plan  provides  for  the  Board  of  Directors,  or  a  designated
 committee, to administer  the Plan.  Grants under  the Plan  may consist  of
 options intended to qualify as incentive stock options within the meaning of
 Section 422 of the  Internal Revenue Code  of 1986, as  amended, or of  non-
 qualified stock options that are not  intended to so qualify. Grants may  be
 made  to   employees,   officers,  directors,   and   non-employee   agents,
 consultants, advisers, and  independent contractors of  the Company and  any
 parent or subsidiary of the Company,  including non-employee members of  the
 Board of Directors.

      Incentive stock options may be granted  only to officers and  directors
 who are employees. Non-qualified stock options may be granted to  employees,
 officers,  directors,   agents,  consultants,   advisers,  and   independent
 contractors.  The exercise price of  Common Stock underlying an option  will
 be determined by the Board of Directors  and may be equal to, greater  than,
 or less than the fair market value, but in no event less than fifty  percent
 (50%) of  fair market  value, provided  that (i)  the exercise  price of  an
 incentive stock option  shall be equal  to or greater  than the fair  market
 value of a share of Common Stock on the date such incentive stock option  is
 granted, and (ii) the exercise price of an incentive stock option granted to
 an employee who possesses, directly or  beneficially, more than ten  percent
 (10%) of the voting power of all classes of stock must not be less than  one
 hundred ten percent (110%) of the fair market value of the underlying shares
 of Common Stock on the date of grant.

      Options vest according to  the terms and  conditions determined by  the
 Board of Directors. The Board of  Directors will determine the term of  each
 option up to a maximum of ten (10) years from the date of grant, except that
 the term of an incentive stock option granted to an employee who  possesses,
 directly or beneficially, more than ten percent (10%) of the voting power of
 all classes of stock, may not exceed five (5) years from the date of  grant.
 The Board  of Directors  may accelerate  the exercisability  of any  or  all
 outstanding options at any time for any reason.

      The Plan will continue  until terminated by the  Board of Directors  or
 until all of the shares reserved under the Plan have been issued,  whichever
 first occurs.  Options granted  under the  Plan terminate  and cease  to  be
 exercisable on  the date  ten (10)  years after  the date  of grant,  unless
 earlier terminated pursuant to the terms of the Plan. The Board of Directors
 may amend or terminate the Plan at any time, except that it may not make any
 amendment that requires shareholder approval  as provided in the  Securities
 Exchange Act of 1934  without shareholder approval,  such as increasing  the
 number of shares  authorized for issuance  under the Plan  or expanding  the
 class of  persons  eligible to  receive  an  option grant  under  the  Plan.
 Additionally, the rights of a recipient of  a grant under the Plan prior  to
 any such action  by the  Board of  Directors may  not be  impaired with  the
 recipient's consent.


 Employment  & Consulting Agreements & Other Arrangements

      Effective February 23,  2001, the  Company entered  into an  employment
 agreement with Dr. Regan as President  and Chief Executive Officer  ("CEO").
 The agreement provided for Dr. Regan to receive an annual salary of $180,000
 and a severance payment equal to $45,000  in the event of termination.   The
 term of the agreement is for a period of one year.

      During February of 2001, Mr. Flippin  resigned as President, CEO,  CFO,
 Director and Chairman  of the Board  of Directors.   In connection with  the
 resignation, Mr. Flippin and the Company entered into a separation agreement
 in which provided for severance payments totaling $180,000 and  compensation
 for salary, expenses and certain other costs totaling $107,817.

      Effective July 2, 2001, the Company entered into an agreement with  Dr.
 Newman as Vice-President.  The agreement provided for annual compensation of
 $24,000 and a severance payment equal to $6,000 in the event of termination.
 The term of the agreement is for a period of one year.

      Effective July  2, 2001,  the Company  entered into  an agreement  with
 Jennifer Quayle as  corporate counsel.   The agreement  provided for  annual
 compensation of  $144,000  and a severance payment  equal to $36,000 in  the
 event of termination.   The term  of the agreement  is for a  period of  one
 year.

      On January 23, 2001, the Company entered into an agreement with  Daniel
 Smith for consulting and advisory services  which provided for Mr. Smith  to
 provide up to  360 hours of  services at the  rate of $500.00  per hour  and
 entitling him to purchase up to 3,840,000  shares of stock at $ .046875  per
 share.   There was a first addendum  to the agreement on February 15,  2001,
 entitling Mr. Smith to purchase up to   12,500,000 shares of stock at $  .04
 per share.   On March 28, 2001,  the Company entered into a second  addendum
 to the agreement, which provided for Mr. Smith to provide up to 750 hours of
 services at the rate of $1,000 per hour and entitling him to purchase up  to
 12,500,000 shares of stock at $ .06 per share.  On May 31, 2001, the Company
 entered into a third addendum to the agreement, which provided for Mr. Smith
 to provide up to 600 hours  of services at the rate  of $1,000 per hour  and
 entitling him to purchase  up to  20,000,000  shares of stock  at $ .03  per
 share.  On August 9, 2001, the Company entered into a fourth addendum to the
 agreement, which  provided for  Mr. Smith  to  provide up  to 600  hours  of
 services at the rate of $1,000 per hour and entitling him to purchase up  to
 20,000,000 shares of  stock at  $ .03  per share.   All  the agreements  and
 addendums are for a  term the sooner of  the expiration of  one year or  the
 performance of the services as stated in the agreements.

      In February of 2001, the Company entered into a consulting relationship
 with L.C.K. Consulting.  The services to be provided consisted of assistance
 with the  company's  restructuring  efforts,  public  reporting,  accounting
 systems, and  various projects  assigned by  the Company's  Chief  Executive
 Officer.  The relationship is  on a week to  week basis and compensation  is
 currently capped at no greater than $2,350 per week.

      On August 30,  2001, the Company  entered into  a consulting  agreement
 with Vector  Capital  Group, Inc.,  which  provided for  Vector  to  provide
 financial  advice  and  business   consulting  services  and  provided   for
 compensation of $5,000 per  month.  The  term of the  agreement was for  six
 months and the agreement was terminated on December 12, 2001.

      On August 30,  2001, the Company  entered into  a consulting  agreement
 with Greg Pitner, which provided for Mr. Pitner to provide financial  advice
 and business consulting  services and provided  for compensation of  500,000
 shares of stock.  The term of  the consulting agreement was for six  months.
 On October  9, 2001,  the  Company also  entered  into a  business  advisory
 services agreement with Mr. Pitner which provided for Mr. Pitner to  provide
 management consulting services  and provided for  compensation of  3,461,538
 shares of stock.  The  term of the business  advisory agreement was for  six
 months.  The consulting agreement and  the business advisory agreement  were
 terminated on December 12, 2001.  In connection with the early  termination,
 Mr. Pitner returned 1 million shares of common stock back to the Company.

      On August 30,  2001, the Company  entered into  a consulting  agreement
 with Jim Hines, which provided for Mr. Hines to provide financial advice and
 business consulting services and provided for compensation of 500,000 shares
 of stock.   The term of  the consulting agreement  was for six  months.   On
 October 9, 2001, the Company also entered into a business advisory  services
 agreement with Mr. Hines which provided for Mr. Hines to provide  management
 consulting services and  provided for  compensation of  3,307,692 shares  of
 stock.  The term of the business advisory agreement was for six months.  The
 consulting agreement and the business advisory agreement were terminated  on
 December 12, 2001.   In connection  with the early  termination, Mr.  Pitner
 returned 1 million shares of common stock back to the Company.

      On September  14, 2001,  the Company  entered  into an  agreement  with
 Daniel Smith for  consulting and advisory  services which  provided for  Mr.
 Smith to  provide consulting  and advisory  services  and entitling  him  to
 purchase up to 20,000,000 shares of stock at $  .03 per share.   On  October
 4, 2001,  the  Company entered  into  an  agreement with  Daniel  Smith  for
 consulting and advisory  services which provided  for Mr.  Smith to  provide
 consulting and  advisory  services  and entitling  him  to  purchase  up  to
 20,000,000 shares of stock  at $ .03 per  share.   On  October 9, 2001,  the
 Company entered into  a business advisory  services agreement with  Jonathan
 Fink which provided for Mr. Fink  to provide management consulting  services
 and provided for compensation of 3,173,077 shares of stock.  The term of the
 business advisory  agreement was  for six  months.   The  business  advisory
 agreement was  terminated on  December 12,  2001, and  1 million  shares  of
 common stock was returned to the Company.  On October 17, 2001, the  Company
 entered into  an agreement  with Daniel  Smith for  consulting and  advisory
 services which provided  for Mr. Smith  to provide  consulting and  advisory
 services and entitling him  to  purchase up to 20,000,000 shares of stock at
 $.03 per share.  On November 8, 2001, the Company entered into an  agreement
 with Daniel Smith for  consulting and advisory  services which provided  for
 Mr. Smith to provide consulting and  advisory services and entitling him  to
 purchase up to  50,000,000 shares  of stock at  $ .03  per share.   All  the
 agreements and addendums are for a term the sooner of the expiration of  one
 year or the performance of the services as stated in the agreements.

 Remuneration of Directors

      The Company's policy for remuneration  for each outside director  (non-
 employee) provides  for  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,  2001,   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 (1)  Beneficially Owned (1)
 --------------------         ---------------------- ---------------------------
 Brian Regan, DC                     3,879                     .0028 %
 35 Fulford Avenue, Suite 100
 Bel Air, Maryland  21014

 Mark Newman,DC                      2,041                     .0015 %
 111 Wellington Place
 Cincinnati, Ohio  45219

 Norman Perry  (2)                   7,758                     .0056 %
 10919 SE Spencer Court
 Portland, Oregon  97266

 All Directors and current
 Executive Officers as a group      13,678                     .0099 %



   (1) This  table  is  based  upon  information  supplied  by  officers  and
      directors. Unless otherwise  indicated in the  footnotes to this  table
      and subject to community  property laws where  applicable, each of  the
      stockholders named in this table has  sole voting and investment  power
      with respect to the shares indicated as beneficially owned.  Applicable
      percentages are based on 1,373,447  shares outstanding on December  31,
      2001, adjusted as required by rules promulgated by the SEC.

   (2) Includes 3,176 shares  issued to Tree  Products Enterprises, Inc.  and
      4,582 shares issued to Tree  Products Enterprises, Inc. Profit  Sharing
      Plan Trust. Mr. Perry  is the president  of Tree Products  Enterprises,
      Inc.



 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The Company  has  entered into  an  administrative services  agreement  with
 Chiro-One Spine and  Rehab Center,  LLC, effective  as of  October 1,  2001.
 Chiro-One Spine  and Rehab  is a  medical corporation  wholly owned  by  Dr.
 Regan.


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

 (a)    Exhibits

 None.


 (b)    Reports on Form 8-K

      On March 30, 2001, the Company filed in connection with the resignation
 of the Company's then President and CEO, Robert Flippin, and the  subsequent
 appointment of Brian Regan, DC as President and CEO.

     On December 13, 2001, the Company filed in connection with the Company's
 reverse split of  its common stock  indicating that each  200 shares of  the
 Company's $0.02 par value common stock outstanding immediately prior to  the
 reverse split   shall became one  share of the  Company's   $0.02 par  value
 common stock  immediately after the reverse split.

      On March 19, 2002, the Company  filed in connection with the change  in
 the Company's independent public accountants.


 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 15, 2002.

 Tessa Complete Health Care, Inc.

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