8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Terrace Ventures Inc. - Form 8K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 3, 2006
Date of Report (Date of earliest event reported)

TERRACE VENTURES INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50569 91-2147101
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

810 Peace Portal Drive, Suite 202,  
Blaine, WA 98230
(Address of principal executive offices) (Zip Code)

(360) 220-5218
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 2 – FINANCIAL INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Effective on February 3, 2006, Terrace Ventures Inc. (the “Company”) entered into an agreement to acquire on a private placement basis 153,845 shares of common stock of Sporg Corporation (“Sporg”), a Nevada corporation, at a price of $0.65 US per share. Sporg is engaged in the internet registration services business. The Company acquired the shares for investment purposes and are considering acquiring additional shares of Sporg in the future.

SECTION 3 – SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Effective on February 3, 2006, the Company issued 400,000 shares of its common stock at a price of $0.25 per share to a subscriber. The issuance is part of a private placement of 1,000,000 (pre-4:1 split) shares of the Company’s common stock approved by the Company’s director. These shares were issued pursuant to the exemptions to registration contained in Regulation S promulgated under the Securities Act of 1933 on the basis of representations made by the subscriber that the subscriber was not a “U.S. person”, as that term is defined under Regulation S, and that the subscriber was not acquiring those shares for the account or benefit of a U.S. person.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  TERRACE VENTURES INC.
     
Date: February 9, 2006    
  By: /s/ Howard Thomson
     
    HOWARD THOMSON
    President and Chief Executive Officer

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