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 13, 2008
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))
ITEM 7.01 REGULATION FD DISCLOSURE
PRIVATE PLACEMENT FINANCING
On February 13, 2008, the Board of Directors of Terrace Ventures Inc. (the “Company”) approved an offering to be completed pursuant to the provisions of Regulation S of the United StatesSecurities Act of 1933 (the “Private Placement”) of up to 10,000,000 units (the “Units”) with each Unit consisting of one share of common stock of the Corporation and one share purchase warrant. Each warrant will be exercisable at a price of $0.03 per Share for a period of two years from closing.
The proceeds of the Private Placement offering will be used for general corporate purposes. There is no assurance that Private Placement offering or any part of it will be completed.
The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.
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 15, 2008 | ||
By: | /s/ Howard Thomson | |
HOWARD THOMSON | ||
President and Chief Executive Officer |
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