content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                          TESSA COMPLETE HEALTH CARE, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
              Georgia                                      58-0975098
    (State or other jurisdiction of          (I.R.S. Employer Identification No.)
     incorporation or organization)
  
  
  
    PMB 202, 11575 SW Pacific Highway, Tigard, Oregon                     97223
       (Address of Principal Executive Offices)                        (Zip Code)
  
  
                         Consulting Agreement By and Between
    Tessa Complete Health Care, Inc. and Daniel M. Smith, Dated January 2, 2003
                              (Full title of the plan)
  
  
                                CT Corporation System
                              1201 Peachtree Street, NE
                               Atlanta, Georgia 30361
                                   (404) 888-6494
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                                Steven D. Adler, P.C.
                              2130 NE Klickitat Street
                             Portland, Oregon 97212-2459
                                   (503) 293-9000
  
  
                           CALCULATION OF REGISTRATION FEE
  
  
  .................................................................................
  <TABLE>
  <CAPTION>
  <S>                     <C>            <C>                   <C>                       <C>
  
                                            Proposed maximum        Proposed maximum        Amount of
  Title of securities to   Amount to be   offering price per   aggregate offering price   registration
      be registered         registered           share                   (2)                  fee
                               (1)                (2)                                         (3)
  .................................................................................
  
       Common Stock,
    par value $0.02 per      50,000,000          $0.00025              $12,500               $1.15
           share               shares
  .................................................................................
  
  </TABLE>
  
     The index to exhibits is located on page 8 of this registration statement.
  <PAGE>
  (1) This filing registers  50,000,000  shares of registrant's  common stock, par
  value $0.02 per share (the "Common Stock"), reserved for issuance for consulting
  services  to  be  provided  to  registrant   ("Company")   by  Daniel  M.  Smith
  ("Consultant")  pursuant to that certain  Consulting  Agreement dated January 2,
  2003,  by and  between  Company  and  Consultant  (the  "Plan").  There are also
  registered an undetermined  number of additional shares of Common Stock that may
  become  available  for  purchase by  Consultant  in the event of a change in the
  outstanding shares of Common Stock, including a recapitalization.
  
  (2) Based upon the  proposed  maximum  offering  price of $0.00025 per share for
  50,000,000  shares  of  Common  Stock  reserved  for  issuance  under  the Plan,
  estimated solely for purposes of calculating the registration fee.
  
  (3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
  amended (the "Act"), and Securities and Exchange  Commission ("SEC") Rule 457(h)
  promulgated under the Act.
  
  
  PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)  Company's  annual  report on Form 10-KSB for the fiscal year ended
                December 31, 2001, filed pursuant to Section 13(a) or 15(d) of the
                Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
           (b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the
                Exchange  Act  since the end of the  fiscal  year  covered  by the
                annual report referred to in (a) above; and
  
           (c)  The  registration   statement  on  Form  10-SB,  as  amended,  for
                registering the Common Stock under Section 12 of the Exchange Act,
                including, without limitation, the description of the Common Stock
                contained  therein  and any  amendment  or  report  filed  for the
                purpose of updating such  description.(1) In connection therewith,
                the following additional information is provided:
  
  ----------
  1. On March 16,  2000,  Company  consummated  a merger with Zaba  International,
  Inc., a Colorado  corporation  ("Zaba") and filed Articles of Merger on April 3,
  2000.  Company  emerged as the  surviving  corporation,  and Zaba  dissolved  by
  operation of law. Zaba was originally  incorporated on September 28, 1988, as HA
  Spinnaker,   Inc.  Its  name  was  changed  from  HA  Spinnaker,  Inc.  to  Zaba
  International,  Inc. in July 1996. On July 29, 1996,  Zaba filed a  registration
  statement  with the SEC on Form 10-SB under the name HA Spinnaker,  Inc.,  which
  registration  statement  became effective on February 28, 1997. The registration
  statement  referred  to in Item 3(c)  above is the Zaba  registration  statement
  described in this footnote 1.
  
                                         -2-
  <PAGE>
                (i)  The Common Stock was initially registered under Section 12(g)
                     of the Exchange  Act on February 28, 1997,  on the Form 10-SB
                     referenced above. Company is currently authorized to issue up
                     to  500,000,000  shares of Common  Stock,  par value $.02 per
                     share.  As of January 9, 2003, there were 216,936,342 shares
                     of Common Stock issued and outstanding.
  
                (ii) Holders  of the  Common  Stock are  entitled  to one vote per
                     share on each  matter  submitted  to vote at any  meeting  of
                     shareholders.  Shares of Common Stock do not carry cumulative
                     voting  rights and,  therefore,  holders of a majority of the
                     outstanding  shares  of  Common  Stock  are able to elect the
                     entire  board of  directors  of Company  and,  if they do so,
                     minority  shareholders would not be able to elect any members
                     to Company's board of directors.
  
                (iii)Company's  board of directors has  authority,  without action
                     by Company's shareholders, to issue all or any portion of the
                     authorized but unissued  shares of Common Stock,  which would
                     have the effect of  reducing  the  percentage  of  securities
                     ownership  of  Company's  shareholders  and diluting the book
                     value of the Common Stock.
  
                (iv) Shareholders have no preemptive rights to acquire  additional
                     shares of Common  Stock.  The Common  Stock is not subject to
                     redemption and carries no subscription or conversion  rights.
                     In the event of liquidation of Company, the holders of shares
                     of Common  Stock are  entitled to share  equally in corporate
                     assets  after the  holders,  if any, of  preferred  stock and
                     after  satisfaction of  liabilities.  Holders of Common Stock
                     are entitled to receive such dividends as Company's  board of
                     directors  may from time to time declare out of funds legally
                     available  for the  payment  thereof.  Company has never paid
                     cash  dividends on its Common  Stock and does not  anticipate
                     that it will pay cash  dividends  thereon in the  foreseeable
                     future.
  
                                         -3-
  <PAGE>
           All documents filed by the Company subsequent to those listed in Item
  3(a)-(c) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
  
           Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.   Indemnification of Directors and Officers.
  
           In  addition  to any rights of  indemnification  that may be granted to
  directors and officers under the Georgia Business  Corporation Code, as amended,
  Company's Restated Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors  and  officers  against  liabilities  that  they  may  incur  in  such
  capacities.
  
           The Bylaws require the  indemnification  of an officer or director made
  or threatened  to be made a party to a proceeding  because such person is or was
  an officer or director of Company against  certain  liabilities and expenses if:
  (i) the  officer or director  acted in good faith;  (ii) the officer or director
  reasonably  believed  the  actions  were in or not  opposed  to  Company's  best
  interest;  and  (iii) in the  case of a  criminal  proceeding,  the  officer  or
  director had no reasonable  cause to believe that the conduct was  unlawful.  In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to  indemnification  to the fullest  extent  permitted by law if the
  officer or director  acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           In order to induce  capable  persons to serve or continue to service as
  directors  and officers of Company and to enable them to perform their duties to
  Company secure in the knowledge that certain  expenses and liabilities  that may
  be incurred by them will be borne by Company, Company has memorialized the basic
  precepts  regarding  indemnification  as currently embodied in the Bylaws as set
  forth above in those certain  Indemnification  Agreements by and between Company
  and each of its current officers and directors.
  
           However,   an  officer  or  director  is  generally   not  entitled  to
  indemnification:  (i)  in  connection  with  any  proceeding  charging  improper
  personal  benefit to the officer or director in which the officer or director is
  adjudged liable on the basis that personal benefit was improperly  received;  or
  (ii) in connection with any proceeding initiated by such person against Company,
  its directors, officers, employees, or other agents.
  
                                         -4-
  <PAGE>
  Item 7.   Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.   Exhibits.
  
           The exhibits  listed in the index to exhibits,  which appears on page 8
  hereof, are filed as part of this registration statement.
  
  Item 9.   Undertakings.
  
           A. The undersigned registrant hereby undertakes:
  
                        (1) To file,  during any  period in which  offers or sales
                        are  being  made,  a  post-effective   amendment  to  this
                        registration statement:
  
                          (a)  To  include  any  prospectus  required  by  section
                          10(a)(3) of the Act;
  
                          (b) To  reflect  in the  prospectus  any facts or events
                          arising  after the  effective  date of the  registration
                          statement (or the most recent  post-effective  amendment
                          thereto)  which,   individually  or  in  the  aggregate,
                          represent a fundamental  change in the  information  set
                          forth in the registration statement;
  
                          (c) To include any material  information with respect to
                          the plan of distribution not previously disclosed in the
                          registration  statement or any  material  change to such
                          information in the registration statement;
  
                          provided,  however,  that paragraphs A(1)(a) and A(1)(b)
                          do not apply if the information  required to be included
                          in a  post-effective  amendment by those  paragraphs  is
                          contained in periodic  reports  filed by the  registrant
                          pursuant to Section 13 or Section  15(d) of the Exchange
                          Act  that  are   incorporated   by   reference   in  the
                          registration statement.
  
                        (2) That,  for the purpose of  determining  any  liability
                        under the Act, each such post-effective amendment shall be
                        deemed to be a new registration  statement relating to the
                        securities  offered  therein,  and  the  offering  of such
                        securities  at that time shall be deemed to be the initial
                        bona fide offering thereof.
  
                        (3)  To   remove   from   registration   by   means  of  a
                        post-effective  amendment  any  of  the  securities  being
                        registered  which remain unsold at the  termination of the
                        offering.
  
                                         -5-
  <PAGE>
           B. The undersigned  registrant  hereby undertakes that, for purposes of
           determining   any   liability   under  the  Act,  each  filing  of  the
           registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
           of the Exchange Act (and, where applicable,  each filing of an employee
           benefit plan's annual report  pursuant to Section 15(d) of the Exchange
           Act) that is  incorporated by reference in the  registration  statement
           shall be  deemed to be a new  registration  statement  relating  to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the Act may
           be permitted to directors,  officers,  and  controlling  persons of the
           registrant pursuant to the above-referenced  provisions,  or otherwise,
           the  registrant  has been  advised  that in the opinion of the SEC such
           indemnification  is against  public  policy as expressed in the Act and
           is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
           indemnification against such liabilities (other than the payment by the
           registrant  of expenses  incurred or paid by a  director,  officer,  or
           controlling  person of the registrant in the successful  defense of any
           action, suit, or proceeding) is asserted by such director,  officer, or
           controlling  person in connection with the securities being registered,
           the  registrant  will,  unless in the opinion of its counsel the matter
           has  been  settled  by  controlling  precedent,  submit  to a court  of
           appropriate  jurisdiction the question whether such  indemnification by
           it is  against  public  policy  as  expressed  in the Act  and  will be
           governed by the final adjudication of such issue.
  
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the Act, as amended,  the  registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Tigard, Oregon on January 9, 2003.
  
  
  TESSA COMPLETE HEALTH CARE, INC.
  
  
  
  By:      /s/ Stephen D. Wilson
           ----------------------------------
           Stephen D. Wilson
           President and Chief Executive Officer
  
  
  
  
  
                                         -6-
  
  <PAGE>
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below  hereby  constitutes  and  appoints  Stephen D. Wilson his or her true and
  lawful  attorney-in-fact  and agent,  with full power of substitution for him or
  her in any and all capacities,  to sign any and all amendments or post-effective
  amendments  to this  registration  statement,  and to file  the  same,  with all
  exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
  granting unto such attorney and agent full power and authority to do any and all
  acts and things  necessary or advisable in  connection  with such  matters,  and
  hereby  ratifying  and  confirming  all that such  attorney  and  agent,  or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the  requirements of the Act, this  registration  statement
  has been signed by the following  persons in the  capacities  and on the date(s)
  indicated:
  
  
  Principal Executive Officer:                                  Date:
  
  
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  President and Chief Executive Officer
  
  
  Principal Financial Officer:
  
  
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Chief Financial Officer
  
  
  Controller or Principal Accounting Officer:
  
  
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Controller
  
  
  
  
                                         -7-
  <PAGE>
  Directors:
  
  
  
  /s/ William Leonard
  ----------------------------------                            January 9, 2003
  William Leonard
  Director
  
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Director
  
                                  INDEX TO EXHIBITS
  
  
  
      Exhibit Number (1)                   Exhibit                        Page
      --------------                       -------                        ----
  
             4.1            Articles of Incorporation, As Amended          8
                                   (relevant portions only)
  
             4.2                       Restated Bylaws                     8
                                   (relevant portions only)
  
             5.1               Opinion of Steven D. Adler, P.C.            9
                                     (regarding legality)
  
             23.1              Consent of Steven D. Adler, P.C.            9
                                  (included in Exhibit 5.1)
  
             24.1                     Power of Attorney                    7
                         (see page 7 of this registration statement)
  
  (1)  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
  
  Exhibit 4.1      Articles of Incorporation, As Amended (relevant portions only).
  
           Paragraph 7 regarding preemptive rights of shareholders and sales by
           Company of additional authorized but unissued shares of Common Stock
           (included in Items 3(c)(iii) and 3(c)(iv) above).
  
  
  Exhibit 4.2       Restated Bylaws (relevant portions only).
  
          Section 10 regarding voting of shares (included in Item 3(c)(ii) above).
  
                                         -8-
  
  <PAGE>
  Exhibit 5.1       Opinion of Steven D. Adler, P.C. (regarding legality).
  
  
                        LAW OFFICES OF STEVEN D. ADLER, P.C.
                              2130 NE Klickitat Street
                             Portland, Oregon 97212-2459
                              Telephone: (503) 293-9000
                              Facsimile: (503) 282-5833
                             Email: sadler@pacifier.com
  
  
                                              January 9, 2003
  
  
  To the Board of Directors
  of Tessa Complete Health Care, Inc.
  
  Gentlemen:
  
  We have acted as counsel for Tessa  Complete  Health Care,  Inc.  ("Company") in
  connection with the  preparation and filing of a Registration  Statement on Form
  S-8 under the Securities Act of 1933, as amended,  covering 50,000,000 shares of
  Company's  Common  Stock,  par value  $0.02 per share (the  "Shares"),  issuable
  pursuant to that certain Consulting  Agreement by and between Company and Daniel
  M. Smith,  dated  January 2, 2003 (the "Plan").  We have reviewed the corporate
  action of Company in  connection  with this matter and have  examined and relied
  upon such  documents,  corporate  records,  and other evidence as we have deemed
  necessary for the purpose of this opinion.
  
  Based  on  the  foregoing,  it is our  opinion,  as of  January  9,  2003,  that
  50,000,000  Shares under the Plan have been duly authorized and, when issued and
  sold pursuant to the Plan, legally issued, fully paid, and non-assessable.
  
  We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
  Registration Statement.
  
                                              Very truly yours,
  
  
  
                                              /s/ STEVEN D. ADLER, P.C.
  
                                         -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "tchc_s8b30109.txt", "description": "FORM S-8", "secsgml_size_bytes": 21586}]
metadata_filer: {"company-data": {"conformed-name": "TESSA COMPLETE HEALTH CARE INC/GA", "cik": "0000859919", "assigned-sic": "8090", "irs-number": "580975098", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102481", "film-number": "03511570"}, "business-address": {"street1": "PMB 202", "street2": "11575 SW PACIFIC HIGHWAY", "city": "TIGARD", "state": "OR", "zip": "97223", "phone": "503-750-5633"}, "mail-address": {"street1": "PMB 202", "street2": "11575 SW PACIFIC HIGHWAY", "city": "TIGARD", "state": "OR", "zip": "97223"}, "former-company": [{"former-conformed-name": "H A SPINNAKER INC", "date-changed": "19960719"}, {"former-conformed-name": "SPINNAKER H A INC", "date-changed": "19960730"}, {"former-conformed-name": "ZABA INTERNATIONAL INC", "date-changed": "19970820"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                          TESSA COMPLETE HEALTH CARE, INC.
               (Exact name of registrant as specified in its charter)
  
              Georgia                                      58-0975098
    (State or other jurisdiction of          (I.R.S. Employer Identification No.)
     incorporation or organization)
  
    PMB 202, 11575 SW Pacific Highway, Tigard, Oregon                     97223
       (Address of Principal Executive Offices)                        (Zip Code)
  
                         Consulting Agreement By and Between
    Tessa Complete Health Care, Inc. and Daniel M. Smith, Dated January 2, 2003
                              (Full title of the plan)
  
                                CT Corporation System
                              1201 Peachtree Street, NE
                               Atlanta, Georgia 30361
                                   (404) 888-6494
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                                Steven D. Adler, P.C.
                              2130 NE Klickitat Street
                             Portland, Oregon 97212-2459
                                   (503) 293-9000
  
                           CALCULATION OF REGISTRATION FEE
  
  .................................................................................
  Proposed maximum        Proposed maximum        Amount of
  Title of securities to   Amount to be   offering price per   aggregate offering price   registration
      be registered         registered           share                   (2)                  fee
                               (1)                (2)                                         (3)
  .................................................................................
  
       Common Stock,
    par value $0.02 per      50,000,000          $0.00025              $12,500               $1.15
           share               shares
  .................................................................................
  The index to exhibits is located on page 8 of this registration statement.
  (1) This filing registers  50,000,000  shares of registrant's  common stock, par
  value $0.02 per share (the "Common Stock"), reserved for issuance for consulting
  services  to  be  provided  to  registrant   ("Company")   by  Daniel  M.  Smith
  ("Consultant")  pursuant to that certain  Consulting  Agreement dated January 2,
  2003,  by and  between  Company  and  Consultant  (the  "Plan").  There are also
  registered an undetermined  number of additional shares of Common Stock that may
  become  available  for  purchase by  Consultant  in the event of a change in the
  outstanding shares of Common Stock, including a recapitalization.
  
  (2) Based upon the  proposed  maximum  offering  price of $0.00025 per share for
  50,000,000  shares  of  Common  Stock  reserved  for  issuance  under  the Plan,
  estimated solely for purposes of calculating the registration fee.
  
  (3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
  amended (the "Act"), and Securities and Exchange  Commission ("SEC") Rule 457(h)
  promulgated under the Act.
  
  PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)  Company's  annual  report on Form 10-KSB for the fiscal year ended
                December 31, 2001, filed pursuant to Section 13(a) or 15(d) of the
                Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
           (b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the
                Exchange  Act  since the end of the  fiscal  year  covered  by the
                annual report referred to in (a) above; and
  
           (c)  The  registration   statement  on  Form  10-SB,  as  amended,  for
                registering the Common Stock under Section 12 of the Exchange Act,
                including, without limitation, the description of the Common Stock
                contained  therein  and any  amendment  or  report  filed  for the
                purpose of updating such  description.(1) In connection therewith,
                the following additional information is provided:
  
  ----------
  1. On March 16,  2000,  Company  consummated  a merger with Zaba  International,
  Inc., a Colorado  corporation  ("Zaba") and filed Articles of Merger on April 3,
  2000.  Company  emerged as the  surviving  corporation,  and Zaba  dissolved  by
  operation of law. Zaba was originally  incorporated on September 28, 1988, as HA
  Spinnaker,   Inc.  Its  name  was  changed  from  HA  Spinnaker,  Inc.  to  Zaba
  International,  Inc. in July 1996. On July 29, 1996,  Zaba filed a  registration
  statement  with the SEC on Form 10-SB under the name HA Spinnaker,  Inc.,  which
  registration  statement  became effective on February 28, 1997. The registration
  statement  referred  to in Item 3(c)  above is the Zaba  registration  statement
  described in this footnote 1.
  
                                         -2-
  (i)  The Common Stock was initially registered under Section 12(g)
                     of the Exchange  Act on February 28, 1997,  on the Form 10-SB
                     referenced above. Company is currently authorized to issue up
                     to  500,000,000  shares of Common  Stock,  par value $.02 per
                     share.  As of January 9, 2003, there were 216,936,342 shares
                     of Common Stock issued and outstanding.
  
                (ii) Holders  of the  Common  Stock are  entitled  to one vote per
                     share on each  matter  submitted  to vote at any  meeting  of
                     shareholders.  Shares of Common Stock do not carry cumulative
                     voting  rights and,  therefore,  holders of a majority of the
                     outstanding  shares  of  Common  Stock  are able to elect the
                     entire  board of  directors  of Company  and,  if they do so,
                     minority  shareholders would not be able to elect any members
                     to Company's board of directors.
  
                (iii)Company's  board of directors has  authority,  without action
                     by Company's shareholders, to issue all or any portion of the
                     authorized but unissued  shares of Common Stock,  which would
                     have the effect of  reducing  the  percentage  of  securities
                     ownership  of  Company's  shareholders  and diluting the book
                     value of the Common Stock.
  
                (iv) Shareholders have no preemptive rights to acquire  additional
                     shares of Common  Stock.  The Common  Stock is not subject to
                     redemption and carries no subscription or conversion  rights.
                     In the event of liquidation of Company, the holders of shares
                     of Common  Stock are  entitled to share  equally in corporate
                     assets  after the  holders,  if any, of  preferred  stock and
                     after  satisfaction of  liabilities.  Holders of Common Stock
                     are entitled to receive such dividends as Company's  board of
                     directors  may from time to time declare out of funds legally
                     available  for the  payment  thereof.  Company has never paid
                     cash  dividends on its Common  Stock and does not  anticipate
                     that it will pay cash  dividends  thereon in the  foreseeable
                     future.
  
                                         -3-
  All documents filed by the Company subsequent to those listed in Item
  3(a)-(c) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
  
           Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.   Indemnification of Directors and Officers.
  
           In  addition  to any rights of  indemnification  that may be granted to
  directors and officers under the Georgia Business  Corporation Code, as amended,
  Company's Restated Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors  and  officers  against  liabilities  that  they  may  incur  in  such
  capacities.
  
           The Bylaws require the  indemnification  of an officer or director made
  or threatened  to be made a party to a proceeding  because such person is or was
  an officer or director of Company against  certain  liabilities and expenses if:
  (i) the  officer or director  acted in good faith;  (ii) the officer or director
  reasonably  believed  the  actions  were in or not  opposed  to  Company's  best
  interest;  and  (iii) in the  case of a  criminal  proceeding,  the  officer  or
  director had no reasonable  cause to believe that the conduct was  unlawful.  In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to  indemnification  to the fullest  extent  permitted by law if the
  officer or director  acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           In order to induce  capable  persons to serve or continue to service as
  directors  and officers of Company and to enable them to perform their duties to
  Company secure in the knowledge that certain  expenses and liabilities  that may
  be incurred by them will be borne by Company, Company has memorialized the basic
  precepts  regarding  indemnification  as currently embodied in the Bylaws as set
  forth above in those certain  Indemnification  Agreements by and between Company
  and each of its current officers and directors.
  
           However,   an  officer  or  director  is  generally   not  entitled  to
  indemnification:  (i)  in  connection  with  any  proceeding  charging  improper
  personal  benefit to the officer or director in which the officer or director is
  adjudged liable on the basis that personal benefit was improperly  received;  or
  (ii) in connection with any proceeding initiated by such person against Company,
  its directors, officers, employees, or other agents.
  
                                         -4-
  Item 7.   Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.   Exhibits.
  
           The exhibits  listed in the index to exhibits,  which appears on page 8
  hereof, are filed as part of this registration statement.
  
  Item 9.   Undertakings.
  
           A. The undersigned registrant hereby undertakes:
  
                        (1) To file,  during any  period in which  offers or sales
                        are  being  made,  a  post-effective   amendment  to  this
                        registration statement:
  
                          (a)  To  include  any  prospectus  required  by  section
                          10(a)(3) of the Act;
  
                          (b) To  reflect  in the  prospectus  any facts or events
                          arising  after the  effective  date of the  registration
                          statement (or the most recent  post-effective  amendment
                          thereto)  which,   individually  or  in  the  aggregate,
                          represent a fundamental  change in the  information  set
                          forth in the registration statement;
  
                          (c) To include any material  information with respect to
                          the plan of distribution not previously disclosed in the
                          registration  statement or any  material  change to such
                          information in the registration statement;
  
                          provided,  however,  that paragraphs A(1)(a) and A(1)(b)
                          do not apply if the information  required to be included
                          in a  post-effective  amendment by those  paragraphs  is
                          contained in periodic  reports  filed by the  registrant
                          pursuant to Section 13 or Section  15(d) of the Exchange
                          Act  that  are   incorporated   by   reference   in  the
                          registration statement.
  
                        (2) That,  for the purpose of  determining  any  liability
                        under the Act, each such post-effective amendment shall be
                        deemed to be a new registration  statement relating to the
                        securities  offered  therein,  and  the  offering  of such
                        securities  at that time shall be deemed to be the initial
                        bona fide offering thereof.
  
                        (3)  To   remove   from   registration   by   means  of  a
                        post-effective  amendment  any  of  the  securities  being
                        registered  which remain unsold at the  termination of the
                        offering.
  
                                         -5-
  B. The undersigned  registrant  hereby undertakes that, for purposes of
           determining   any   liability   under  the  Act,  each  filing  of  the
           registrant's  annual report  pursuant to Section 13(a) or Section 15(d)
           of the Exchange Act (and, where applicable,  each filing of an employee
           benefit plan's annual report  pursuant to Section 15(d) of the Exchange
           Act) that is  incorporated by reference in the  registration  statement
           shall be  deemed to be a new  registration  statement  relating  to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the Act may
           be permitted to directors,  officers,  and  controlling  persons of the
           registrant pursuant to the above-referenced  provisions,  or otherwise,
           the  registrant  has been  advised  that in the opinion of the SEC such
           indemnification  is against  public  policy as expressed in the Act and
           is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
           indemnification against such liabilities (other than the payment by the
           registrant  of expenses  incurred or paid by a  director,  officer,  or
           controlling  person of the registrant in the successful  defense of any
           action, suit, or proceeding) is asserted by such director,  officer, or
           controlling  person in connection with the securities being registered,
           the  registrant  will,  unless in the opinion of its counsel the matter
           has  been  settled  by  controlling  precedent,  submit  to a court  of
           appropriate  jurisdiction the question whether such  indemnification by
           it is  against  public  policy  as  expressed  in the Act  and  will be
           governed by the final adjudication of such issue.
  
                                     SIGNATURES
  
           Pursuant to the  requirements  of the Act, as amended,  the  registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
  statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Tigard, Oregon on January 9, 2003.
  
  TESSA COMPLETE HEALTH CARE, INC.
  
  By:      /s/ Stephen D. Wilson
           ----------------------------------
           Stephen D. Wilson
           President and Chief Executive Officer
  
                                         -6-
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below  hereby  constitutes  and  appoints  Stephen D. Wilson his or her true and
  lawful  attorney-in-fact  and agent,  with full power of substitution for him or
  her in any and all capacities,  to sign any and all amendments or post-effective
  amendments  to this  registration  statement,  and to file  the  same,  with all
  exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
  granting unto such attorney and agent full power and authority to do any and all
  acts and things  necessary or advisable in  connection  with such  matters,  and
  hereby  ratifying  and  confirming  all that such  attorney  and  agent,  or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the  requirements of the Act, this  registration  statement
  has been signed by the following  persons in the  capacities  and on the date(s)
  indicated:
  
  Principal Executive Officer:                                  Date:
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  President and Chief Executive Officer
  
  Principal Financial Officer:
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Chief Financial Officer
  
  Controller or Principal Accounting Officer:
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Controller
  
                                         -7-
  Directors:
  
  /s/ William Leonard
  ----------------------------------                            January 9, 2003
  William Leonard
  Director
  
  /s/ Stephen D. Wilson
  ----------------------------------                            January 9, 2003
  Stephen D. Wilson
  Director
  
                                  INDEX TO EXHIBITS
  
      Exhibit Number (1)                   Exhibit                        Page
      --------------                       -------                        ----
  
             4.1            Articles of Incorporation, As Amended          8
                                   (relevant portions only)
  
             4.2                       Restated Bylaws                     8
                                   (relevant portions only)
  
             5.1               Opinion of Steven D. Adler, P.C.            9
                                     (regarding legality)
  
             23.1              Consent of Steven D. Adler, P.C.            9
                                  (included in Exhibit 5.1)
  
             24.1                     Power of Attorney                    7
                         (see page 7 of this registration statement)
  
  (1)  Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
  
  Exhibit 4.1      Articles of Incorporation, As Amended (relevant portions only).
  
           Paragraph 7 regarding preemptive rights of shareholders and sales by
           Company of additional authorized but unissued shares of Common Stock
           (included in Items 3(c)(iii) and 3(c)(iv) above).
  
  Exhibit 4.2       Restated Bylaws (relevant portions only).
  
          Section 10 regarding voting of shares (included in Item 3(c)(ii) above).
  
                                         -8-
  Exhibit 5.1       Opinion of Steven D. Adler, P.C. (regarding legality).
  
                        LAW OFFICES OF STEVEN D. ADLER, P.C.
                              2130 NE Klickitat Street
                             Portland, Oregon 97212-2459
                              Telephone: (503) 293-9000
                              Facsimile: (503) 282-5833
                             Email: sadler@pacifier.com
  
                                              January 9, 2003
  
  To the Board of Directors
  of Tessa Complete Health Care, Inc.
  
  Gentlemen:
  
  We have acted as counsel for Tessa  Complete  Health Care,  Inc.  ("Company") in
  connection with the  preparation and filing of a Registration  Statement on Form
  S-8 under the Securities Act of 1933, as amended,  covering 50,000,000 shares of
  Company's  Common  Stock,  par value  $0.02 per share (the  "Shares"),  issuable
  pursuant to that certain Consulting  Agreement by and between Company and Daniel
  M. Smith,  dated  January 2, 2003 (the "Plan").  We have reviewed the corporate
  action of Company in  connection  with this matter and have  examined and relied
  upon such  documents,  corporate  records,  and other evidence as we have deemed
  necessary for the purpose of this opinion.
  
  Based  on  the  foregoing,  it is our  opinion,  as of  January  9,  2003,  that
  50,000,000  Shares under the Plan have been duly authorized and, when issued and
  sold pursuant to the Plan, legally issued, fully paid, and non-assessable.
  
  We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
  Registration Statement.
  
                                              Very truly yours,
  
                                              /s/ STEVEN D. ADLER, P.C.
  
                                         -9-