UNITED STATESSECURITIES ~~STATES~~AND EXCHANGE COMMISSIONWashington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark One)

x [X] Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended ~~July~~ October 31, ~~2012~~2013

¨ [ ] Transition Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the transition period from ________ to ________

COMMISSION FILE NUMBER 000-50569

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

(Exact name of registrant as specified in its charter)

NEVADA		91-2147101
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

NEVADA		91-2147101
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Suite 201, 810 Peace Portal Drive,
Blaine, WA		98230
(Address of principal executive offices)		(Zip Code)
(360) 220-5218
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

(360) 220-5218

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes [X] ¨ No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit to post such files). x Yes [X] ¨ No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] (Do not check if a smaller reporting company) Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~¨Yes~~ Yes [ ] x No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~September~~March 1117, ~~2012~~2014, the Registrant had 33,160,660 shares of common stock outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements ~~have~~ have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six months ended ~~July~~ October 31, ~~2012~~2013 are not necessarily indicative of the results that can be expected for the year ended April 30, ~~2013~~2014.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Terrace,” and the “Company” mean Terrace Ventures Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

TERRACE VENTURES INC.(An Exploration Stage Company) October 31, 2013 (Expressed in US dollars) (unaudited)

~~(AN EXPLORATION STAGE COMPANY)~~Index

BALANCE SHEET

Balance Sheets.	F-1
Statements of Operations.	F-2
Statements of Cash Flows.	F-3
Notes to the Financial Statements.	F-4

	(Unaudited)			(Audited)
	JULY 31,			April 30,
	2012			2012
ASSETS
Current Assets:
Cash	$	54,675		$	69,157
Prepaid Expense		5,377			8,519
Total Current Assets		60,052			77,676
Investment in Mineral Rights		20,000			22,500
TOTAL ASSETS	$	80,052		$	100,176
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	106,378		$	84,656
Loans Payable		7,000			7,000
Note Payable		20,000			25,000
Stock Subscriptions Outstanding		-0-			184,500
Total Current Liabilities		133,378			301,156
Stockholders' Equity:
Common Stock, $0.001 par value 400,000,000 shares authorized, 33,160,660 and 29,470,660 shares issued, respectively		33,161			29,471
Additional Paid in Capital		2,172,234			1,991,424
Deficit Accumulated During the Exploration Stage		(2,258,721	)		(2,221,875	)
Total Stockholders' Equity (Deficit)		(53,326	)		(200,980	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	80,052		$	100,176

TERRACE VENTURES INC.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US dollars)

See Notes to Financial Statements.

	October 31, 2013 $		April 30, 2013 $
	(unaudited)

ASSETS

Current Assets
Cash	5		716
Total Current Assets	5		716
Mineral property costs	5,675		5,675
Total Assets	5,680		6,391

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities (Note 5)	213,550		179,211
Loans payable (Note 4)	51,053		7,000
Total Liabilities	264,603		186,211

Going Concern (Note 1)
Commitments (Note 3)
Subsequent Event (Note 6)

Stockholders’ Deficit
Common stock Authorized: 400,000,000 shares, par value $0.001 Issued and outstanding: 33,160,660 shares	33,161		33,161
Additional paid-in capital	2,172,234		2,172,234
Deficit accumulated during the development stage	(2,464,318	)	(2,385,215	)
Total Stockholders’ Deficit	(258,923	)	(179,820	)
Total Liabilities and Stockholders’ Deficit	5,680		6,391

3(The accompanying notes are an integral part of these financial statements)

~~TERRACE VENTURES INC.~~F-1

TERRACE VENTURES INC.(ANAn Exploration ~~EXPLORATION~~Stage ~~STAGE~~Company) Statements of ~~COMPANY~~Operations (Expressed in US dollars) (unaudited)

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

	Three Months Ended October 31, 2013 $		Three Months Ended October 31, 2012 $		Six Months Ended October 31, 2013 $		Six Months Ended October 31, 2012 $		Accumulated from February 20, 2001 (date of inception) to October 31, 2013 $

Revenue

Operating Expenses

Bad debts	–		–		–		–		214,892
Consulting fees	2,500		–		5,000		–		149,450
Impairment of mineral property cost	–		–		–		–		2,500
General and administrative	1,296		655		1,706		1,788		51,793
Management fees (Note 4)	7,500		7,500		15,000		15,000		243,100
Mineral exploration costs	22,371		33,601		22,371		39,243		119,843
Professional fees	23,748		23,593		32,670		43,583		610,049
Transfer agent and regulatory fees	813		5,505		1,274		8,086		57,120

Total Operating Expenses	58,227		70,854		78,021		107,700		1,448,747

Loss Before Other Income (Expense)	(58,227	)	(70,854	)	(78,021	)	(107,700	)	(1,448,747	)

Other Income (Expense)

Interest expense	(876	)	–		(1,082	)	–		(3,738	)
Interest income	–		–		–		–		14,491
Write-down of investment securities	–		–		–		–		(1,028,980	)
Write-off of accounts payable	–		2,656		–		2,656		2,656

Total Other Income (Expense)	(876	)	2,656		(1,082	)	2,656		(1,015,571	)

Net Loss	(59,103	)	(68,198	)	(79,103	)	(105,044	)	(2,464,318	)

Net Loss Per Share, Basic and Diluted	–		–		–		–

Weighted Average Shares Outstanding	33,160,660		33,160,660		33,160,660		32,719,465

	THREE MONTHS ENDED						INCEPTION to
	JULY 31, 2012			JULY 31, 2011			JULY 31, 2012
Revenues	$	-0-		$	-0-		$	-0-
Operating Expenses		(36,846	)		(19,912	)		(1,244,232	)
Loss Before Other Income
And Expenses		(36,846	)		(19,912	)		(1,244,232	)
Other Income
Interest Income		-0-			-0-			14,491
Other Expense
Loss on Investment		-0-			-0-			(1,028,980	)
Loss Before Provision for
Income Taxes		(36,846	)		(19,912	)		(2,258,721	)
Provision for Income Taxes		-0-			-0-			-0-
Net Loss		(36,846	)		(19,912	)		(2,258,721	)
Accumulated Deficit, Beginning of Period		(2,221,875	)		(2,076,253	)		-0-
Accumulated Deficit, End of Period	$	(2,258,721	)	$	(2,096,165	)	$	(2,258,721	)
Net Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.23	)
Weighted Average Shares Outstanding		31,930,654			29,470,660			9,645,861

(The accompanying notes are an integral part of these financial statements)

~~See Notes to Financial Statements.~~F-2

4TERRACE VENTURES INC.(An Exploration Stage Company) Statements of Cash Flows (Expressed in US dollars) (unaudited)

TERRACE VENTURES INC.

	Six Months Ended October 31, 2013 $		Six Months Ended October 31, 2012 $		Accumulated from February 20, 2001 (date of inception) to October 31, 2013 $

Operating Activities

Net loss for the period	(79,103	)	(105,044	)	(2,464,318	)

Adjustments to reconcile net loss to net cash used in operating activities:

Foreign exchange translation loss	696		–		696
Impairment of mineral property costs	–		–		2,500
Write-down of investment securities	–		–		1,028,980
Write-off of accounts payable	–		2,656		2,656

Changes in operating assets and liabilities:
Prepaid expenses	–		6,284		–
Accounts payable and accrued liabilities	34,339		40,077		210,894

Net Cash Used in Operating Activities	(44,068	)	(56,027	)	(1,218,592	)

Investing Activities

Mineral property acquisition costs	–		–		(3,175	)
Investment in investment securities	–		–		(1,028,980	)

Net Cash Used in Investing Activities	–		–		(1,032,155	)

Financing Activities

Proceeds from loans payable	43,357		–		50,357
Repayment of loans payable	–		(5,000	)	(5,000	)
Proceeds from related party	–		–		157,395
Repayment of related party	–		–		(157,395	)
Proceeds from issuance of common stock	–		–		2,020,895
Proceeds from share subscriptions received	–		–		184,500

Net Cash Provided by (Used in) Financing Activities	43,357		(5,000	)	2,250,752

Increase (Decrease) in Cash	(711	)	(61,027	)	5

Cash, Beginning of Period	716		69,157		–

Cash, End of Period	5		8,130		5

Cash and Cash Equivalents consists of:
Cash	1		1,116		1
Funds held in trust by lawyer	4		7,014		3,355

Total Cash and Cash Equivalents	5		8,130		3,356

Non-cash Investing and Financing Activities

Mineral properties acquired via loan payable	–		–		5,000

Supplemental Disclosures:

Interest paid	–		–		–
Income taxes paid	–		–		–

(ANThe ~~EXPLORATION~~accompanying notes ~~STAGE~~are ~~COMPANY~~an integral part of these financial statements)

~~STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)~~F-3

							Deficit
							Accumulated
	Common Stock				Additional		During the			Total
			Dollar		Paid in		Exploration			Stockholders'
	Shares		Amount		Capital		Stage			Equity (Deficit)
Inception, February 20, 2001		—	$	—	$	—	$	—		$	—
Common Stock Issued $0.001 per share April 9, 2001		4,000,000		400		3,600		—			4,000
Net Loss, Period Ended April 30, 2001		—		—		—		(1,410	)		(1,410	)
Balances, April 30, 2001		4,000,000		400		3,600		(1,410	)		2,590
Common Stock Issued $0.01 per share August 15, 2001		2,500,000		250		24,750		—			25,000
Net Loss, Period Ended April 30, 2002		—		—		—		(19,196	)		(19,196	)
Balances, April 30, 2002		6,500,000		650		28,350		(20,606	)		8,394
Common Stock Issued $0.10 per share September 30, 2002		142,500		14		14,236		—			14,250
Net Loss, Period Ended April 30, 2003		—		—		—		(17,632	)		(17,632	)
Balances, April 30, 2003		6,642,500		664		42,586		(38,238	)		5,012
Common Stock Issued $0.10 per share November 6, 2003		400,000		40		39,960		—			40,000
Net Loss, Period Ended April 30, 2004		—		—		—		(58,708	)		(58,708	)
Balances, April 30, 2004		7,042,500		704		82,546		(96,946	)		(13,696	)
Net Loss, Period Ended April 30, 2005		—		—		—		(37,532	)		(37,532	)
Balances, April 30, 2005		7,042,500		704		82,546		(134,478	)		(51,228	)

TERRACE VENTURES INC.
(An Exploration Stage Company)
Notes to the financial statements
October 31, 2013
(Expressed in US dollars)
(unaudited)

~~See~~1. ~~Notes~~Basis toof ~~Financial Statements.~~Presentation

5Terrace Ventures Inc. (“the Company”) was incorporated on February 20, 2001 in the State of Nevada. The Company is an exploration stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company is in the business of acquiring, exploring, and developing mineral properties.

~~TERRACE~~These ~~VENTURES~~financial ~~INC~~statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. During the period ended October 31, 2013, the Company has not generated any revenues, has a Working Capital Deficit of $264,598, and has an Accumulated Deficit of $2,464,318. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~(AN~~2. ~~EXPLORATION~~Recent ~~STAGE~~Accounting ~~COMPANY)~~Pronouncements

~~STATEMENTS~~The OFCompany ~~CHANGES~~has INimplemented ~~STOCKHOLDERS' EQUITY~~all ~~(DEFICIT)~~new -accounting ~~CONTINUED~~pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

								Deficit
								Accumulated
	Common Stock				Additional			During the			Total
			Dollar		Paid in			Exploration			Stockholders'
	Shares		Amount		Capital			Stage			Equity (Deficit)
Balances, April 30, 2005		7,042,500		704		82,546			(134,478	)		(51,228	)
Common Stock Issued $1.00 per share November 23,2005		500,000		50		499,950			—			500,000
4-for-1 Stock Split, December 19, 2005		22,627,500		29,416		(29,416	)		—			—
Common Stock Issued $0.25 per share February 3, 2006		400,000		400		99,600			—			100,000
Common Stock Issued $0.25 per share March 13, 2006		380,000		380		94,620			—			95,000
Common Stock Issued $0.25 per share March 31, 2006		999,920		1,000		248,980			—			249,980
Net Loss, Period Ended April 30, 2006		—		—		—			(987,633	)		(987,633	)
Balances April 30, 2006		31,949,920		31,950		996,280			(1,122,111	)		(93,881	)
Common Stock Issued $0.25 per share May 24, 2006		220,080		220		54,800			—			55,020
Common Stock Issued $0.30 per share June 5, 2006		335,000		335		100,165			—			100,500
Common Stock Issued $0.10 per share January 23, 2007		1,678,200		1,678		166,142			—			167,820
Net Loss, Period Ended April 30, 2007		—		—		—			(301,060	)		(301,060	)
Balances April 30, 2007		34,183,200	$	34,183	$	1,317,387		$	(1,423,171	)	$	(71,601	)
Common Stock Issued $0.10 per share July 12, 2007		2,570,000		2,570		254,755			—			257,325
Net Loss, Period Ended April 30, 2008		—		—		—			(100,450	)		(100,450	)
Balances April 30, 2008		36,753,200	$	36,753	$	1,572,142		$	(1,523,621	)	$	85,274

3.	Mineral Properties

~~See~~On ~~Notes~~April 26, 2011 (as amended on July 31, 2012, November 17, 2012, May 30, 2013, and December18, 2013), the Company entered into an agreement to ~~Financial~~acquire ~~Statements~~up to a 75% interest in 83 mineral claims located in the Eureka Mining District in Eureka County, Nevada.

6To earn the first 25% interest, the Company must:

~~TERRACE~~issue ~~VENTURES~~a ~~INC~~$25,000 promissory note which was originally due on June 10, 2011 (issued); and incur exploration expenditures of $250,000 on or before June 30, 2014.

~~(AN~~To ~~EXPLORATION~~earn ~~STAGE~~an ~~COMPANY)~~additional 25% interest, the Company must:

~~STATEMENTS~~pay OF$75,000 ~~CHANGES~~on INor ~~STOCKHOLDERS' EQUITY~~before ~~(DEFICIT)~~June -30, ~~CONTINUED~~2014; and incur total exploration expenditures of $750,000 on or before December 31, 2014.

									Deficit
									Accumulated
	Common Stock						Additional		During the			Total
				Dollar			Paid in		Exploration			Stockholders'
	Shares			Amount			Capital		Stage			Equity (Deficit)
Balances April 30, 2008		36,753,200		$	36,753		$	1,572,142	$	(1,523,621	)	$	85,274
Common Stock Issued $0.10 per share October 10, 2008		10,000,000			10,000			190,000		—			200,000
Common Stock Issued $0.20 per share April 8, 2009		600,000			600			11,400		—			12,000
Net Loss, Period Ended April 30, 2009		—			—			—		(355,923	)		(355,923	)
Balances April 30, 2009		47,353,200			47,353			1,773,542		(1,879,544	)		(58,649	)
1-for-5 Reverse Stock Split, October 1, 2009		(37,882,540	)		(37,882	)		37,882		—			—
Net Loss, Period Ended April 30, 2010		—			—			—		(99,514	)		(99,514	)
Balances April 30, 2010		9,470,660			9,471			1,811,424		(1,979,058	)		(158,163	)
Common Stock Issued $0.01 per share March 24, 2011		20,000,000			20,000			180,000		—			200,000
Net Loss, Period Ended April 30, 2011		—			—			—		(97,195	)		(97,195	)
Balances April 30, 2011		29,470,660			29,471			1,991,424		(2,076,253	)		(55,358	)
Net Loss, Period Ended April 30, 2012		—			—			—		(145,622	)		(145,622	)
Balances April 30, 2012		29,470,660			29,471			1,991,424		(2,221,875	)		(200,980	)
Common Stock Issued $0.05 per share May 22, 2012		3,690,000			3,690			180,810		—			184,500
Net Loss, Period Ended July 31, 2012		—			—			—		(36,846	)		(36,846	)
Balances July 31, 2012		33,160,660			33,161			2,172,234		(2,258,721	)		(53,326	)

To earn a further 25% interest, the Company must:

~~See~~pay ~~Notes~~$100,000 toon ~~Financial~~or ~~Statements~~before June 30, 2015; and incur total exploration expenditures of $1,250,000 on or before December 31, 2015.

7On June 29, 2011, the $25,000 promissory note was extended to September 27, 2011 and the Company agreed to pay interest at a rate of 10% per annum. On December 31, 2011, the promissory note was increased to $30,000 with $5,000 due on March 31, 2012, $5,000 due on June 30, 2012, $10,000 due on September 30, 2012, and $10,000 due on December 31, 2012. On April 27, 2012, the Company paid $5,000 of the promissory note. On July 11, 2012, the Company paid $5,000 of the promissory note. On September 20, 2012, the $10,000 due on September 30, 2012 and December31, 2012 were each extended to February 28, 2013. On November 9, 2012, the remainder of the promissory note was cancelled.

~~TERRACE VENTURES INC.~~F-4

TERRACE VENTURES INC. (ANAn Exploration ~~EXPLORATION~~Stage ~~STAGE~~Company) Notes ~~COMPANY~~to the financial statements October 31, 2013 (Expressed in US dollars) (unaudited)

~~STATEMENTS~~4. OFLoans ~~CASH FLOWS~~Payable

	THREE MONTHS ENDED						INCEPTION to
	JULY 31, 2012			JULY 31, 2011			JULY 31, 2012
Cash Flows from Operating Activities:
Net Loss	$	(36,846	)	$	(19,912	)	$	(2,258,721	)
Adjustments to Reconcile Net Loss To Net Cash Provided/(Used) by Operating Activities:
Amortization Expense		5,642			-0-			7,123
Impairment Expense		-0-			-0-			2,500
Prepaid expense		-0-			-0-			(10,000	)
Unrealized Loss on Investment		-0-			-0-			1,028,980
(Increase)/Decrease in:
Increase/(Decrease) in:
Accounts Payable		21,722			17,872			106,378
Loan Payable		-0-			-0-			7,000
Net Cash Used in
Operating Activities		(9,482	)		(2,040	)		(1,116,740	)
Cash Flows from Investing Activities:
Investment in Stock		-0-			-0-			(1,028,980	)
Investment in Mineral Rights		-0-			-0-			(25,000	)
Net Cash Used in Investing Activities		-0-			-0-			(1,053,980	)
Cash Flows from
Financing Activities:
Note Payable		(5,000	)		-0-			20,000
Loans from Shareholders		-0-			-0-			157,395
Payments on Loans		-0-			-0-			(157,395	)
Proceeds from Issuance of Common Stock		-0-			-0-			2,205,395
Net Cash (Used in) Provided by Financing Activities		(5,000	)		-0-			2,225,395
Net Increase (Decrease) in Cash		(14,482	)		(2,040	)		54,675
Cash at Beginning of Period		69,157			2,459			-0-
Cash at End of Period	$	54,675		$	419		$	54,675

(a)

As at October 31, 2013, the Company had Loans Payable of $7,080 (April 30, 2013 - $7,000), which is non-interest bearing, unsecured, and due on demand.

(b) On ~~May~~June 3114, ~~2012~~2013, the ~~company~~Company ~~issued~~received ~~3,690,000~~loan ~~shares~~proceeds of ~~stock. Stock~~$20,000 ~~Subscriptions~~which ~~Outstanding~~bears ~~was~~interest ~~reduced~~at ~~with~~8% aper ~~corresponding~~annum, ~~increase~~is tounsecured, ~~common~~and ~~stock~~due on demand.

~~See~~(c) ~~Notes~~On toAugust ~~Financial~~23, ~~Statements~~2013, the Company received loan proceeds of Cdn$25,000 (US$23,973) which bears interest at 10% per annum, is unsecured, and due on demand.

85. Related Party Transactions

~~TERRACE~~(a) ~~VENTURES~~During ~~INC~~the six months ended October 31, 2013, the Company incurred Management Fees of $15,000 (2012 - $15,000) to the President of the Company.

(ANb) ~~EXPLORATION~~As ~~STAGE~~at ~~COMPANY~~October 31, 2013, the Company owes $58,982 (April 30, 2013 - $45,682) to the President of the Company for management fees and general operation expenses. The amount is included in Accounts Payable and is non-interest bearing, unsecured, and due on demand.

~~NOTES~~6. TOSubsequent ~~FINANCIAL STATEMENTS~~Event

~~NOTE~~(a) 1On -January ~~SUMMARY~~2, OF2014, ~~SIGNIFICANT~~the ~~ACCOUNTING POLICIES~~Company received loan proceeds of $2,500 which bears interest at 10% per annum, is unsecured, and due on demand.

~~General~~(b) On January 27, 2014, the Company received loan proceeds of $10,000 which bears interest at 8% per annum, is unsecured, and due on demand.

~~Terrace Ventures Inc. was incorporated on February 20, 2001 in the state of Nevada. The Company acquires and develops certain mineral rights in Canada.~~F-5

~~Basis~~ITEM of2. ~~Presentation~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~The~~CAUTIONARY ~~Company~~STATEMENT ~~reports revenue and expenses~~REGARDING ~~using~~FORWARD-LOOKING ~~the accrual method of accounting for financial and tax reporting purposes.~~STATEMENTS

~~Use~~Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management ~~Estimates~~with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II – Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, Quarterly Reports and Current Reports, that we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.OVERVIEW

~~Exploration~~We ~~Stage~~were incorporated ~~Company~~on February 20, 2001 under the laws of the State of Nevada.

InOur ~~accordance~~business plan ~~with~~is ~~FASB~~to ~~ASC~~assemble ~~915,~~a ~~the~~portfolio ~~Company~~of mineral properties with gold potential and ~~has~~to ~~been~~engage in the exploration ~~stage~~and ~~since~~development ~~its~~of ~~formation~~these properties. We currently have an earn-in agreement to acquire 75% interest in Pengram Corporation's agreement with Scoonover Exploration LLC and ~~has~~JR ~~not~~Exploration ~~yet~~LLC ~~realized~~(the “Underlying ~~any~~Agreement”) ~~revenues~~to ~~from~~acquire ~~its~~the ~~planned~~Golden ~~operations~~Snow Property. The Golden Snow Property consists of 128 mineral claims located in the Eureka Mining District in Eureka County, Nevada.

~~Stock~~Earn-~~Based Compensation~~In Agreement

~~Stock-based~~On ~~compensation~~April ~~is accounted for~~26, ~~using~~2011, ~~the~~we ~~Equity-Based~~entered ~~Payments~~into toan agreement ~~Non-Employees~~with ~~Topic~~Pengram ofCorporation ~~the FASB ASC~~ (~~FASB~~"Pengram") ~~ASC~~dated ~~Topic~~April ~~718)~~26, ~~which establishes standards for the~~2011, ~~accounting~~as ~~for~~amended ~~transactions~~on inJune ~~which~~29, an2011, ~~entity~~September ~~exchanges~~20, ~~its~~2012, ~~equity~~November ~~instruments~~17, ~~for~~2012, ~~goods~~May ~~or services. It also addresses transactions~~30, in2013 ~~which~~and anDecember ~~entity~~18, ~~incurs~~2013 ~~liabilities in exchange for goods or services that are based on~~ (the ~~fair~~"Earn-In ~~value~~Agreement") ofwhereby ~~the~~we ~~entity’s~~will ~~equity~~earn ~~instruments~~up orto ~~that~~a ~~may~~75% beinterest ~~settled~~in byPengram's ~~the~~agreement ~~issuance~~with ofScoonover ~~those~~Exploration ~~equity~~LLC and ~~instruments.~~JR ~~The~~Exploration ~~Company~~LLC ~~determines~~ (the ~~value~~“Underlying ofAgreement”) ~~stock issued~~to atacquire the ~~date~~Golden ofSnow Property ~~grant.~~by Itpaying ~~also~~to ~~determines~~Pengram atup ~~the~~to ~~date of grant~~$175,000 ~~the~~and ~~value~~expending ofup ~~stock~~to at$1,250,000 ~~fair~~to do ~~market~~exploration ~~value~~work oron the ~~value~~Golden ofSnow ~~services rendered~~Property ~~(based~~as ~~on contract or otherwise) whichever is more readily determinable.~~follows:

~~Shares~~(i) ~~issued~~The tofirst ~~employees~~25% ~~are~~interest ~~expensed~~in the Underlying Agreement upon ~~issuance~~the Company completing cumulative exploration expenditures on the Property totalling $250,000 by June 30, 2014.

9(ii) An additional 25% interest in the Underlying Agreement upon the Company:

~~TERRACE~~a. ~~VENTURES~~paying ~~INC.~~Pengram $75,000 on or before June 30, 2014; and

~~(AN~~b. ~~EXPLORATION~~completing ~~STAGE~~cumulative ~~COMPANY)~~exploration expenditures on the Property totalling $750,000 by December 31, 2014.

~~NOTES~~(iii) TOAn ~~FINANCIAL~~additional ~~STATEMENTS~~25% ~~(CONTINUED)~~interest in the Underlying Agreement upon the Company:

~~NOTE~~a. 1paying -Pengram ~~SUMMARY~~$100,000 OFon ~~SIGNIFICANT~~or ~~ACCOUNTING~~before ~~POLICIES~~June -30, ~~CONTINUED~~2015; and

~~Stock-Based~~b. ~~Compensation~~completing -exploration ~~CONTINUED~~expenditures on the Property totalling $1,250,000 by December 31, 2015.

The Company ~~uses~~is also ~~the~~obligated ~~fair~~to ~~value~~pay ~~method~~all ~~for~~advance ~~equity~~royalties, ~~instruments granted~~county ~~to employees~~ and ~~will~~BLM ~~use~~claim ~~the~~fees ~~Black~~and Nevada ~~Scholes~~state ~~model~~taxes ~~for~~during ~~measuring~~ the ~~fair~~currency ~~value~~ of ~~options,~~the ifEarn-In ~~issued~~Agreement. ~~The~~There ~~stock~~is ~~based fair~~no ~~value~~assurance ~~compensation~~that ~~is determined as of~~ the ~~date~~Company ofwill ~~the~~be ~~grant~~able orto ~~the~~perform ~~date~~its atobligations ~~which~~under the ~~performance of the services is completed~~ ~~(measurement~~Earn-In ~~date) and is recognized over the vesting periods~~Agreement.

~~No stock options have been issued by Terrace Ventures, Inc.~~3

~~Depreciation,~~PLAN ~~Amortization~~OF ~~and Capitalization~~OPERATION

~~The~~Over ~~Company~~the ~~records~~next ~~depreciation~~twelve ~~and~~months, ~~amortization~~our plan of ~~when~~operation ~~appropriate~~is ~~using~~to ~~both~~focus ~~straight-line~~our ~~and~~resources ~~declining~~on ~~balance~~the ~~methods~~exploration ~~over~~of the ~~estimated~~Gold ~~useful~~Snow Property. Subject ~~life~~to obtaining sufficient financing, we plan to retain a consulting geologist to conduct a review of the ~~assets~~property ~~(five~~in order to ~~seven~~recommend ~~years)~~an exploration program to be conducted in summer of 2014. Once our consulting geologist has provided us with their findings, we will determine whether to proceed with an exploration program on these properties.

~~Expenditures~~During ~~for~~the ~~maintenance~~next ~~and~~twelve ~~repairs are~~months, ~~charged~~we will be required to ~~expense~~make asa ~~incurred.~~number ~~Additions,~~of ~~major~~payments ~~renewals~~in ~~and~~order ~~replacements~~to ~~that~~maintain ~~increase~~our ~~the~~interest ~~property's~~to acquire ~~useful~~a ~~life~~75% ~~are~~interest ~~capitalized~~in the Golden Snow Project. Under the terms of our Earn-In Agreement, in order to keep the Golden Snow Property ~~sold~~in orgood ~~retired~~standing, we ~~together~~are ~~with~~required: (i) to pay to Pengram $75,000 being the ~~related~~amount ~~accumulated~~payable ~~depreciation~~on June 30, is2014; ~~removed~~(ii) ~~from~~complete cumulative exploration expenditures of $250,000 by June 30, 2014; (iii) pay the ~~appropriate~~Bureau ~~accounts~~of Land Management maintenance and ~~the~~claim fees by ~~resultant~~September ~~gain~~1, 2014; and (iv) pay any advance royalty payments. If we are unable to make the payments to Claremont or ~~loss~~the isBureau ~~included~~of Land Management we will lose our interest in ~~net~~the ~~income~~Golden Snow Property.

~~Income~~As ~~Taxes~~the agreement is an option, we may decide at any time not to proceed in which case we would not be liable to pay any funds beyond the amounts due at the time we provide notice that we are not proceeding. There is no assurance that we will exercise the option.

~~The~~As ~~Company~~at ~~accounts~~October ~~for~~31, ~~its~~2013, ~~income~~we ~~taxes in~~had ~~accordance~~$5 ~~with~~cash ~~FASB ASC 740~~on hand. Accordingly, ~~“Accounting~~we ~~for~~have ~~Income~~insufficient ~~Taxes".~~cash ~~Under~~on ~~this~~hand ~~statement,~~to aproceed ~~liability~~with ~~method is used whereby~~our ~~deferred~~exploration ~~tax assets and liabilities are determined based~~ on ~~temporary~~the ~~differences~~Golden ~~between~~Snow ~~basis~~Project ~~used~~and ~~for~~meet ~~financial~~our ~~reporting~~ongoing ~~and income~~operating ~~tax reporting purposes~~costs. As ~~Income~~such, ~~taxes~~we ~~are~~will ~~provided~~require ~~based~~substantial onfinancing ~~tax rates~~ in ~~effect~~order atto ~~the~~meet ~~time such temporary differences are~~our ~~expected to reverse~~obligations. There ~~A valuation allowance~~ is ~~provided~~no ~~for~~assurance ~~certain~~that ~~deferred~~we ~~tax~~will ~~assets~~be ifable itto isacquire ~~more~~such financing ~~likely~~on ~~than~~terms ~~not,~~ that ~~the Company~~are ~~will~~acceptable ~~not~~to ~~realize~~us, ~~the~~or ~~tax~~at ~~assets through future operations~~all.

~~Fair~~RESULTS ~~Value~~OF ofOPERATIONS ~~Financial Instruments~~

~~FASB ASC 825, “Financial Instruments”,~~Three ~~requires~~Months ~~the Company to disclose, when reasonably attainable, the fair market values of its assets~~ and ~~liabilities~~Six ~~which~~Months ~~are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments.~~Summary

		Three Months Ended October 31,					Percentage Increase / (Decrease)		Six Months Ended October 31,					Percentage Increase / (Decrease)
		2013			2012		Percentage Increase / (Decrease)		2013			2012		Percentage Increase / (Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Operating Expenses		(58,277	)		(70,854	)	(17.8%)		(78,021	)		(107,700	)	(27.6%)
Other Income (Expenses)		(876	)		2,656		(133.0%)		(1,082	)		2,656		(140.7%)
Net Income (Loss)	$	(59,103	)	$	(68,198	)	(13.3%)	$	(79,103	)	$	(105,044	)	(24.7%)

~~TERRACE VENTURES INC.~~Revenues

~~(AN~~We ~~EXPLORATION~~have ~~STAGE~~not ~~COMPANY)~~earned any revenues since our inception and we do not anticipate earning revenues in the near future.

~~NOTES TO FINANCIAL STATEMENTS (CONTINUED)~~4

~~NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED~~Expenses

~~Investments~~The major components of our expenses for the three and six months ended October 31, 2013 and 2012 are outlined in the table below:

Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.

		Three Months Ended October 31,					Percentage Increase / (Decrease)		Six Months Ended October 31,					Percentage Increase / (Decrease)
		2013			2012		Percentage Increase / (Decrease)		2013			2012		Percentage Increase / (Decrease)
Operating Expenses:
Consulting fees		2,500			-		100.0%		5,000			-		100.0%
General and administrative		1,296			655		97.9%		1,706			1,788		(4.6%)
Management fees		7,500			7,500		0.0%		15,000			15,000		0.0%
Mineral exploration costs		22,371			33,601		(33.4%)		22,371			39,243		(43.0%)
Professional fees		23,748			23,593		0.7%		32,670			43,583		(25.0%)
Transfer agent and regulatory fees		813			5,505		(85.2%)		1,274			8,086		(84.2%)
Sub-total	$	58,277		$	70,854		(17.8%)	$	78,021		$	107,700		(27.6%)
Other Expenses:
Interest expense		876			-		100.0%		1,082			-		100.0%
Write-off of payables		-			(2,656	)	(100.0%)		-			(2,656	)	(100.0%)
Sub-total	$	876		$	(2,656	)	(133.0%)	$	1,082		$	(2,656	)	(140.7%)
Total Expenses	$	(59,103	)	$	(68,198	)	(13.3%)	$	(79,103	)	$	(105,044	)	(24.7%)

~~Per~~Our ~~Share~~operating ~~Information~~expenses decreased during the three months ended October 31, 2013. This decrease in our operating expenses is primarily due to decreases in mineral exploration costs and transfer agent and regulatory fees. The decrease was partially offset by increases in general and administrative expenses, professional fees and consulting fees.

~~The~~Our ~~Company~~operating ~~follows~~expenses ~~FASB~~decreased ~~ASC~~during ~~260 “Earnings~~the ~~Per~~six ~~Share”~~months ~~which~~ended ~~establishes~~October ~~standards for the computation~~31, ~~presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances~~2013. ~~Basic~~This ~~earnings~~decrease ~~(loss)~~in ~~per share~~our ~~are~~operating ~~computed~~expenses byis ~~dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings~~primarily ~~per~~due ~~share, the weighted average number of shares outstanding is adjusted~~ to ~~reflect~~decreases ~~the~~in ~~effect~~mineral ofexploration ~~potentially dilutive securities~~costs, ~~such~~ asprofessional ~~convertible~~fees ~~notes,~~and ~~stock~~transfer agent ~~options,~~ and ~~warrants~~regulatory fees. ~~Common~~The ~~stock~~decrease ~~equivalent~~was ~~shares~~partially ~~are~~offset ~~excluded~~by ~~from~~increases ~~the computation if their~~in ~~effect~~consulting ~~is antidilutive~~fees.

~~NOTE~~Mineral 2exploration –costs ~~PREPAID~~primarily ~~EXPENSE~~relate to expenses incurred in connection with the Earn-In Agreement with Pengram.

~~Prepaid~~Professional ~~expense~~fees atprimarily ~~July~~relate ~~31,~~to ~~2012 consists~~expenses ofincurred ~~the~~in ~~remainder~~connection ofwith meeting ~~the~~our ~~unamortized~~ongoing ~~amount~~reporting ofobligations ~~the~~under ~~original $10,000 paid to renegotiate~~ the ~~Pengram~~Exchange ~~notes~~Act. ~~These prepaid fees are fully amortized at December 31, 2012.~~

~~NOTE~~Management 3fees –consist ~~INVESTMENT~~of INamounts ~~MINERAL~~incurred to our ~~RIGHTS~~sole executive officer and director for his management consulting services.

OnLIQUIDITY ~~April~~AND ~~26,~~CAPITAL 2011, we entered into an agreement with Pengram Corporation (“Pengram”) dated April 26, 2011, as amended on June 29, 2011, (the “Earn-In Agreement”). Under the terms of the Earn-In Agreement, the Company will earn up to a 75% interest in Pengram’s agreement with Scoonover Exploration LLC and JR Exploration LLC (the “Underlying Agreement”) to acquire the Golden Snow Property, by paying to Pengram up to $175,000 in a promissory note and direct payments, and expending up to $1,750,000 in exploration work. The Golden Snow project consists of 111 mineral claims located in the Eureka Mining District in Eureka County, Nevada.RESOURCES

~~NOTE~~Working ~~4 – LOANS PAYABLE~~Capital

Loans payable consist of short term monies advanced. These loans are unsecured; bear no interest rate and no specified maturity date.

		At October 31, 2013			At April 30, 2013		Percentage Increase / (Decrease)
Current Assets	$	5		$	716		(99.3%)
Current Liabilities		(264,603	)		(186,211	)	41.7%
Working Capital Deficit	$	(264,598	)	$	(185,495	)	42.6%

115

~~TERRACE~~Cash ~~VENTURES~~Flows ~~INC.~~

(AN EXPLORATION STAGE COMPANY)

		Six Months Ended
		October 31, 2013			October 31, 2012
Net Cash Used by Operating Activities	$	(44,068	)	$	(56,027	)
Net Cash From Investing Activities		-			-
Net Cash Provided By (Used In) Financing Activities		43,357			(5,000	)
Net Increase (Decrease) in Cash During Period	$	(711	)	$	(61,207	)

~~NOTES~~We TOhad ~~FINANCIAL~~cash ~~STATEMENTS~~of ~~(CONTINUED)~~$5 and a working capital deficit of $264,598 as of October 31, 2013 compared to a working capital deficit of $185,495 as of April 30, 2013. The increase in our working capital deficit is due to an increase in accounts payable and loans payable as a result of our lack of capital to meet ongoing costs.

~~NOTE~~Financing 5Requirements ~~– NOTE PAYABLE~~

~~Note~~Currently, ~~payable~~we ~~consists~~do ofnot ~~short~~have sufficient ~~term~~financial ~~monies due~~resources to ~~Pengram~~meet ~~Corporation.~~our ~~The~~ongoing ~~company~~operating ~~has~~expenditures. ~~agreed~~As such, toour ~~pay~~ability ~~Pengram~~to ~~Corporation~~complete byour ~~way~~plan of aoperation ~~series~~is ofdependent ~~promissory~~upon ~~notes (see Note~~our ~~3),~~ability ~~bearing~~to noobtain ~~interest,~~additional ~~payable~~financing ~~per schedule detailed~~ in ~~Note~~the 7near term.

~~NOTE~~We 6anticipate -continuing ~~PROVISION~~to ~~FOR~~rely on ~~INCOME~~equity ~~TAXES~~sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business operations.

~~The~~OFF-BALANCE ~~provision for income taxes for the~~SHEET ~~periods~~ARRANGEMENTS ~~ended July 31, 2012 and July 31, 2011 represents the minimum state income tax expense of the Company, which is not considered significant.~~

~~NOTE~~We 7have no significant off-balance ~~COMMITMENTS~~sheet arrangements ~~AND~~that ~~CONTINGENCIES~~have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~Pengram~~CRITICAL ~~Corporation~~ACCOUNTING ~~Agreement – Golden Snow Project~~POLICIES

The ~~Company~~preparation isof ~~obligated~~financial tostatements ~~Pengram~~in ~~Corporation~~conformity ~~for~~with upUnited States generally accepted accounting principles requires our management to ~~$175,000~~make inestimates aand ~~promissory~~assumptions ~~note~~that affect the reported amount of assets and ~~direct~~liabilities ~~payments,~~and disclosure of contingent assets and ~~$1,750,000~~liabilities inat the ~~exploration~~date of the financial statements and the reported amounts of revenues and expenses asduring ~~follows:~~the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

~~(i)~~Our ~~The~~significant ~~first~~accounting ~~25%~~policies ~~interest~~are disclosed in Note 2 to the ~~Underlying~~interim ~~Agreement~~financial ~~upon~~statements ~~the~~included ~~Company:~~in this Quarterly Report.

aITEM 3. ~~Paying~~QUANTITATIVE ~~Pengram~~AND ~~$25,000~~QUALITATIVE byDISCLOSURES ~~way~~ABOUT ofMARKET ~~a promissory note, bearing interest at a rate of 10% per annum, due on September 27, 2011;~~RISK.

b.Not ~~Completing exploration expenditures on the Property totaling $250,000 by December 31, 2012~~Applicable.

~~(ii)~~ITEM An4. ~~additional~~CONTROLS ~~25%~~AND ~~interest in the Underlying Agreement upon the Company:~~PROCEDURES.

a.Disclosure ~~Paying~~Controls ~~Pengram~~and ~~$50,000 on or before May 31, 2013;~~Procedures

bWe carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2013 (the “Evaluation Date”). This ~~Completing~~evaluation ~~cumulative~~was ~~exploration~~carried ~~expenditures~~out onunder the ~~Property~~supervision ~~totaling~~and ~~$500~~with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation,~~000~~ byour ~~December~~Chief 31Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed in our Annual Report on Form 10-K for the year ended April 30, 2013: (the “2013 Annual Report”).

~~(iii) An additional 25% interest in the Underlying Agreement upon the Company:~~6

c.Notwithstanding ~~Paying~~the ~~Pengram~~assessment ~~$100~~that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2013 Annual Report,~~000~~ we believe that our financial statements contained in our Quarterly Report on orForm ~~before~~10-Q ~~May~~for the quarter ended October 31, ~~2014;~~2013 fairly present our financial condition, results of operations and cash flows in all material respects.

d.Changes ~~Completing~~in ~~cumulative~~Internal ~~exploration~~Control ~~expenditures~~Over ~~on the Property totaling $1,000,000 by December 31, 2014.~~Financial Reporting

12There were no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2013 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

~~TERRACE VENTURES INC.~~7

~~(AN~~PART ~~EXPLORATION~~II ~~STAGE~~- ~~COMPANY)~~OTHER INFORMATION

~~NOTES~~ITEM TO1. ~~FINANCIAL~~LEGAL ~~STATEMENTS (CONTINUED)~~PROCEEDINGS.

~~NOTE~~We 7are -not ~~COMMITMENTS~~a party ~~AND~~to ~~CONTINGENCIES~~any other legal proceedings and, to our knowledge, no other legal -proceedings ~~CONTINUED~~are pending, threatened or contemplated.

~~Pengram~~ITEM ~~Corporation~~1A. ~~Agreement~~RISK ~~– Golden Snow Project - Continued~~FACTORS.

The ~~Company~~following isare ~~also~~some ~~obligated~~of the important factors that could affect our financial performance or could cause actual results to ~~pay~~differ ~~all~~materially from estimates contained in our forward-looking ~~advance~~statements. We ~~royalties,~~may ~~county~~encounter ~~and~~risks ~~BLM~~in ~~claim~~addition ~~fees~~to those described below. Additional risks and ~~Nevada~~uncertainties ~~state~~not ~~taxes~~currently ~~during~~known ~~the~~to ~~currency~~us, ofor ~~the~~that ~~Earn-In~~we currently ~~Agreement~~deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

OnIf ~~December~~we ~~31,~~do ~~2011,~~not ~~Pengram,~~obtain inadditional ~~consideration of $5~~financing,~~000 (which has been paid), agreed to accept, in substitution for the $25,000 promissory note set out above, a series of non-interest~~ ~~bearing~~our ~~promissory~~business ~~notes~~will ~~totaling $30,000 payable on the following dates:~~fail.

March 31, 2012	$	5,000
June 30, 2012		5,000
September 30, 2012		10,000
December 31, 2012		10,000
TOTAL		30,000
Less: Amount Paid		(10,000	)
Note Payable,
Balance at July 31, 2012	$	20,000

As at October 31, 2013, we had cash on hand of $5. Our plan of operation calls for significant expenses in order to meet our obligations under the Earn-In Agreement. There is no guarantee that we will exercise our option.

~~Operating~~Obtaining ~~Leases~~financing would be subject to a number of factors outside of our control, including market conditions and additional costs and expenses that might exceed current estimates. These factors may make the timing, amount, terms or conditions of financing unavailable to us in which case we will be unable to complete our plan of operation on our mineral properties and to meet our obligations under our option agreements.

~~The~~We ~~Company~~have ~~currently~~yet ~~rents~~to ~~administrative~~attain profitable operations ~~office~~and ~~space~~because ~~under~~we awill ~~monthly~~need ~~renewable~~to ~~contract~~obtain financing to continue our business operations, our accountants believe that there is substantial doubt about our ability to continue as a going concern.

~~Litigation~~We have incurred a net loss of $2,464,318 for the period from February 20, 2001 (inception) to October 31, 2013 and have no revenues to date. Our future is dependent upon our ability to obtain financing. Our auditors have expressed substantial doubt about our ability to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result, we may have to liquidate our business and investors may lose their investment.

~~The~~We ~~Company~~may isconduct ~~not~~further offerings ~~presently~~in ~~involved~~the future in ~~any~~ ~~litigation~~which case investors’ shareholdings will be diluted.

~~NOTE~~Since 8our -inception, ~~RECENTLY~~we ~~ISSUED~~have ~~ACCOUNTING~~relied on equity sales of ~~PRONOUNCEMENTS~~our common stock to fund our operations. We may conduct additional equity offerings in the future to finance any future business projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors’ percentage interest in us will be diluted. The result of this could reduce the value of their stock.

~~Recently~~Because ~~issued~~of ~~accounting~~the ~~pronouncements~~unique ~~will~~difficulties ~~have~~and nouncertainties ~~significant~~inherent ~~impact~~in onmineral ~~the~~exploration ~~Company~~ventures, ~~and~~we face ~~its~~a ~~reporting~~high ~~methods~~risk of business failure.

~~NOTE~~Investors 9should –be ~~GOING~~aware ~~CONCERN~~of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses.8

13We have no known mineral reserves and if we cannot find any, we will have to cease operations.

~~TERRACE~~We ~~VENTURES~~have ~~INC~~no mineral reserves. If we do not find a mineral reserve containing gold or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and you will lose your investment. Mineral exploration, particularly for gold, is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our properties, our production capability is subject to further risks including:

~~(AN~~- ~~EXPLORATION~~Costs ~~STAGE~~of ~~COMPANY)~~bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for

~~NOTES~~- TOAvailability ~~FINANCIAL~~and ~~STATEMENTS~~costs ~~(CONTINUED)~~of financing;

~~NOTE~~- 9Ongoing –costs ~~GOING~~of ~~CONCERN~~production; ~~- Continued~~and

~~The~~- ~~financial~~Environmental ~~statements~~compliance ofregulations ~~the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets~~ and ~~the satisfaction of liabilities in the normal course of business~~restraints. The Company has incurred cumulative net losses of $2,258,721 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~NOTE~~The 10marketability –of ~~REVERSE~~any ~~STOCK~~minerals ~~SPLIT~~acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near our mineral properties, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.

OnGiven ~~September 2, 2009,~~ the ~~Board~~above ofnoted ~~Directors approved~~risks, ~~a one-for-five reverse split of~~ the ~~Company’s~~chances ~~common stock. Upon the completion~~ of ~~the reverse stock split, which~~finding ~~was~~reserves ~~effective~~ on ~~October~~our 1,mineral ~~2009,~~properties ~~the~~are ~~Company’s~~remote ~~authorized shares of common stock was decreased from 400,000,000 shares, par value $0.001 per share, to 80,000,000 shares, par value $0.001 per share. Issued~~ and ~~outstanding~~funds ~~common~~expended ~~stock~~on ~~was reduced from~~exploration ~~47,353,200~~will ~~shares~~likely tobe ~~approximately 9,470,660 shares~~lost. ~~Weighted Average Shares Outstanding and Net Loss per Share have been restated on the Statements of Operations and Accumulated Deficit for the effect of the reverse stock split.~~

~~NOTE~~Even 11if –we ~~STOCK~~discover ~~ISSUANCES~~proven reserves of precious metals on our mineral properties, we may not be able to successfully commence commercial production.

OnOur ~~June~~mineral 8,properties ~~2010~~do not contain any known bodies of ore. If our ~~Board~~exploration programs are successful in discovering proven reserves on our mineral properties, we will require additional funds in order to place the mineral properties into commercial production. The expenditures to be made by us in the exploration of ~~Directors~~mineral properties in all ~~terminated~~probability will be lost as it is an extremely remote possibility that the mineral ~~convertible~~claims ~~notes~~will ~~offering~~contain ~~approved~~proven onreserves. If ~~March~~our 16exploration programs are successful in discovering proven reserves, ~~2010~~we ~~and~~will ~~approved~~require ~~two~~additional ~~private~~funds ~~placement~~in order ~~offerings~~to place the mineral properties into commercial production. The funds required for upcommercial mineral production can range from several millions to hundreds anof millions. We currently do not have sufficient funds to place our ~~aggregate~~mineral claims into commercial production. Obtaining additional financing would be subject to a number of 10factors,~~000,000~~ ~~Units~~including the market price for ~~proceeds~~gold and the costs of upexploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to ~~$100~~us. Because we will need additional financing to fund our exploration activities there is substantial doubt about our ability to continue as a going concern. At this time,~~000~~ there is a risk that we will not be able to obtain such financing as ~~follows:~~and when needed.

14We face significant competition in the mineral exploration industry.

~~TERRACE~~We ~~VENTURES~~compete ~~INC~~with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of mineral exploration claims and leases on precious metal prospects and in connection with the recruitment and retention of qualified personnel. There is significant competition for precious metals and, as a result, we may be unable to acquire an interest in attractive mineral exploration properties on terms we consider acceptable on a continuing basis.

~~(AN~~There ~~EXPLORATION~~is ~~STAGE~~no ~~COMPANY)~~assurance that we will be able to comply with our obligations under the Earn-In Agreement.

~~NOTES~~In TOorder ~~FINANCIAL~~comply ~~STATEMENTS~~with ~~(CONTINUED)~~our obligations under the Earn-In Agreement we are required to make a series of cash payments and meet the annual claim maintenance fees. In order to meet these payments we will need to obtain substantial financing. If we are unable to meet these payments, we will lose our options to acquire these properties.

~~NOTE 11 – STOCK ISSUANCES - CONTINUED~~9

~~Foreign~~Because ~~Private~~our ~~Placement~~sole director and executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

OnHoward ~~June 8~~Thomson, ~~2010,~~ our ~~Board of Directors~~sole ~~approved~~director aand ~~private~~executive ~~placement offering of up to 5~~officer,~~000,000~~ ~~Units~~does atnot ahave ~~price~~any offormal ~~$0.01~~training USas ~~per unit, with each Unit consisting of one~~a ~~share~~geologist ofor ~~our~~in ~~common stock and one share purchase warrant (~~the ~~Foreign~~technical ~~Private~~aspects ~~Placement”). Each share purchase warrant entitled the holder to purchase an additional share~~ of ~~common~~managing ~~stock exercisable for~~ a ~~period~~mineral ~~of two years at a price of $0~~exploration company.~~01 US per share~~ Mr. ~~The~~ ~~private~~Thomson’s ~~placement~~lack ~~offering~~of ~~was~~expertise ~~made~~could tocause ~~persons~~irreparable ~~who~~harm ~~are not “U.S. Persons” as defined in Regulation S. Subsequent~~ to ~~the offering~~our operations, ~~the corporation received subscriptions for an aggregate of 14~~earnings,~~700,000~~ ~~shares~~ and ~~payment~~ultimate infinancial ~~full~~success ofcould ~~the~~suffer ~~subscription~~irreparable ~~proceeds.~~harm Indue ~~order~~ to ~~allow~~management's ~~for~~lack ~~the oversubscriptions to the Foreign Offering, on March 24, 2011, the Corporation increased the number~~ of ~~Shares~~experience ~~being~~in ~~issued under the Offering to 14,700,000 Shares. Upon the issuance of the Shares, the Corporation terminated~~ this ~~Foreign Offering~~industry.

~~U.S.~~Because ~~Private~~the ~~Placement~~prices of metals fluctuate, if the price of metals for which we are exploring decreases below a specified level, it may no longer be profitable to explore for those metals and we will cease operations.

~~Also,~~Prices onof ~~June~~metals 8,are ~~2010,~~determined ~~our~~by ~~Board~~such offactors ~~Directors~~as ~~approved~~expectations afor ~~private~~inflation, ~~placement~~the ~~offering~~strength of upthe toUnited 5States dollar,~~000,000~~ ~~Units~~global and atregional asupply ~~price~~and ~~of $0.01 US per Unit~~demand, ~~with~~and ~~each~~political ~~Unit~~and ~~consisting~~economic ofconditions ~~one~~and ~~share~~production ofcosts ~~our~~in ~~common~~metals ~~stock~~producing ~~and~~regions ~~one~~of ~~share~~the ~~purchase~~world. The ~~warrant~~aggregate effect ~~(the~~of ~~“U.S.~~these ~~Private~~factors ~~Placement”).~~on ~~Each~~metal ~~share~~prices ~~purchase~~is ~~warrant entitled~~impossible ~~the~~for ~~holder~~us to ~~purchase~~predict. In addition, anthe ~~additional~~prices ~~share~~ of ~~common~~precious ~~stock~~metals ~~exercisable~~are ~~for~~sometimes asubject ~~period~~to ofrapid short-term ~~two~~and/or ~~years~~prolonged atchanges abecause ~~price~~ of ~~$.01~~speculative ~~US per share~~activities. The current ~~private~~demand ~~placement~~for ~~offering~~and ~~was~~supply ~~made~~of tothese ~~persons~~metals ~~who~~affect ~~are~~the ~~“Accredited~~metal ~~Investors”~~prices, asbut ~~defined~~not necessarily in ~~Regulation D.~~the ~~Subsequent~~same tomanner ~~the~~as ~~offering,~~current ~~the~~supply ~~corporation~~and ~~received~~demand ~~subscriptions~~affect ~~for~~the anprices ~~aggregate~~ of other ~~5,300,000~~commodities. The ~~shares~~supply ~~and payment in full~~ of ~~the~~these ~~subscription~~metals ~~proceeds.~~primarily Inconsists ~~order~~of tonew production ~~allow~~from ~~for~~mining. If the ~~oversubscriptions~~prices toof the USmetals ~~Offering~~are, onfor ~~March~~a 24substantial period, ~~2011,~~below ~~the~~our ~~Corporation increased~~foreseeable ~~the~~cost ~~number~~ of ~~Shares being issued under the Offering to 5~~production,~~300,000~~ ~~Shares.~~we ~~Upon~~could ~~the~~cease ~~issuance~~operations ofand investors ~~the~~could ~~Shares,~~lose ~~the~~their ~~Corporation terminated~~entire ~~this US Offering~~investment.

OnThe ~~April~~quotation ~~26,~~price ~~2011~~of our ~~Board~~common ofstock ~~Directors~~may ~~approved~~be ~~two~~volatile, ~~concurrent~~with ~~private~~the ~~placements~~result asthat ~~follows:~~an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

~~Foreign~~Our ~~Private~~common ~~Placement~~shares are quoted on the OTC Markets under the symbol "TVER”. Companies quoted on the OTC Markets have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire at a price equal or greater than the price paid by the investor.

OnBecause ~~April 26, 2011,~~ our ~~Board of Directors approved a private placement offering of up to 2,500,000 shares of our common~~ stock atis a ~~price of $0.10 US per share to persons~~ ~~who~~penny ~~are~~stock, ~~not~~shareholders ~~“US~~will ~~Persons”~~be asmore ~~defined~~limited in ~~Regulation~~their Sability ifto ~~the~~sell ~~Securities Act of 1933~~their stock.

15The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

~~TERRACE~~1. ~~VENTURES~~contains ~~INC.~~a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

~~(AN~~2. ~~EXPLORATION~~contains ~~STAGE~~a ~~COMPANY)~~description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

~~NOTES~~3. TOcontains ~~FINANCIAL~~a ~~STATEMENTS~~brief, ~~(CONTINUED)~~clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

~~NOTE~~4. 11contains –a ~~STOCK~~toll-free ~~ISSUANCES~~telephone -number ~~CONTINUED~~for inquiries on disciplinary actions;

U5.S. ~~Private~~defines ~~Placement~~significant terms in the disclosure document or in the conduct of trading in penny stocks; and

~~Also, on April 26, 2011, our Board of Directors approved a private placement offering of up to 2,500,000 shares of our common stock at a price of $0~~6.10 UScontains ~~per~~such ~~share.~~other ~~The~~information ~~offering was~~and ~~made~~is in ~~the~~such ~~United~~form, ~~States~~including tolanguage, ~~persons~~type, ~~who~~size ~~are~~and ~~accredited~~format, ~~investors~~ as ~~defined~~the inSEC ~~Regulation~~shall Drequire ofby ~~the~~rule ~~Securities~~or ~~Act of 1933~~regulation.

~~On May 22, 2012, the Company issued 3,690,000 shares of common stock at a price of $0.05 per share.~~10

~~NOTE~~The 12broker-dealer –also ~~SUBSEQUENT~~must ~~EVENTS~~provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

AsITEM of2. ~~September~~UNREGISTERED ~~10,~~SALES ~~2012,~~OF ~~all~~EQUITY ~~stock~~SECURITIES ~~had~~AND ~~been~~USE ~~issued~~OF ~~in accordance with the stock subscription agreements in effect at July 31, 2012~~PROCEEDS.

16None.

~~SUPPLEMENTAL~~ITEM ~~STATEMENT~~3. DEFAULTS UPON SENIOR SECURITIES.

17None.

~~TERRACE~~ITEM ~~VENTURES~~4. ~~INC~~MINE SAFETY DISCLOSURES.

~~(AN EXPLORATION STAGE COMPANY)~~None.

~~STATEMENT~~ITEM OF5. ~~OPERATING~~OTHER ~~EXPENSES~~INFORMATION.

	THREE MONTHS ENDED				INCEPTION to
	JULY 31, 2012		JULY 31, 2011		JULY 31, 2012
Operating Expenses:
Accounting	$	8,100	$	4,840	$	189,600
Amortization Expense		5,642		-0-		7,123
Bad Debt Expense		-0-		-0-		214,892
Bank Charges		-0-		30		1,420
Cancelled Merger Costs		-0-		-0-		8,300
Consulting		-0-		-0-		121,150
Exploration Expense		-0-		-0-		28,116
Foreign Exchange Loss		-0-		-0-		905
Impairment Expense		-0-		-0-		2,500
Interest Expense		-0-		664		2,656
Legal		11,890		6,090		332,121
Office Administration		7,743		7,500		212,343
Office Expenses		-0-		-0-		4,271
Property Maintenance		-0-		-0-		29,572
Regulatory Expenses/Fees		2,581		188		48,016
Rent		375		375		28,200
Telephone		515		225		8,146
Travel & Entertainment		-0-		-0-		4,901
Total Operating Expenses	$	36,846	$	19,912	$	1,244,232

We have become aware that six of the persons who acquired shares under the our Regulation S private placement offering had misrepresented to us that they were “accredited investors” as that term is defined in National Instrument 45-106 as adopted by Canadian Securities Administrators. Although we are not legally required to do so, we have advised the British Columbia Securities Commission that we intend to make a rescission offer to those investors. The exact terms of the offer have not been determined. If the offer is accepted by all of the investors the total cost of the rescission will be $62,000.

~~See Notes to Financial Statements.~~11

18ITEM 6. EXHIBITS.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation.⁽¹⁾
3.2	Certificate of Change to Authorized Capital effective December 19, 2005.⁽²⁾
3.3	Bylaws.⁽¹⁾
10.1	2006 Stock Incentive Plan.⁽⁴⁾
10.2	Stock Option Agreement between the Company and Howard Thomson dated March 31, 2006.⁽⁴⁾
10.3	Management Consulting Agreement dated March 21, 2006 between the Company and Howard Thomson.⁽⁴⁾
10.4	Interim Agreement dated July 9, 2008 between the Company and Pyro Pharmaceuticals, Inc.⁽⁵⁾
10.5	Amendment Agreement dated September 26, 2008 to the Interim Agreement dated July 9, 2008 between the Company and Pyro Pharmaceuticals, Inc.⁽⁶⁾
10.6	Share Purchase Agreement dated April 29, 2009 among Terrace Ventures Inc., Marktech Acquisition Corp., Worldbid International Inc. and Geobiz Systems Inc.⁽⁷⁾
10.7	Amendment Agreement to Share Purchase Agreement dated August 12, 2009 among Terrace Ventures Inc., Marktech Acquisition Corp., Worldbid International Inc. and Geobiz Systems Inc.⁽⁸⁾
10.8	Earn-In Agreement (Golden Snow) dated April 26, 2011 between Pengram Corporation and Terrace Ventures Inc.⁽⁹⁾
10.9	Earn-In Extension Agreement (Golden Snow) dated June 29, 2011 between Pengram Corporation and Terrace Ventures Inc.⁽¹⁰⁾
10.10	Amendment Agreement dated November 17, 2012, between Pengram Corporation and Terrace Ventures Inc.⁽¹¹⁾
10.11	Amendment Agreement dated for reference May 30, 2013, between Pengram Corporation and Terrace Ventures Inc.⁽¹¹⁾
10.12	Amendment Agreement dated December 18, 2013, between Pengram Corporation and Terrace Ventures Inc.⁽¹²⁾
14.1	Code of Ethics.⁽³⁾
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

Notes:

~~CAUTIONARY~~(1) ~~STATEMENT~~Filed ~~REGARDING FORWARD~~with the SEC as an exhibit to our Registration Statement on Form 10-~~LOOKING~~SB ~~STATEMENTS~~originally filed on February 2, 2004.

~~Certain~~(2) ~~statements~~Filed ~~contained~~with inthe ~~this~~SEC ~~Quarterly Report constitute "forward-looking statements.” These statements, identified by words such~~ as ~~“plan,”~~an ~~"anticipate," "believe,"~~exhibit "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to ~~future events and are subject to risks, uncertainties and other factors that may cause~~ our ~~actual~~Current results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II – Item 1A. Risk Factors" and elsewhere in this Quarterly Report. Weon doForm ~~not intend to update the forward~~8-~~looking~~K ~~information~~filed toon ~~reflect~~December ~~actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents~~27, ~~particularly our Annual Reports, Quarterly Reports and Current Reports, that we file from time to time with the United States Securities and Exchange Commission (the “SEC”)~~2005.

~~OVERVIEW~~(3) Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on September 8, 2004.

~~We were~~(4) ~~incorporated~~Filed onwith ~~February~~the ~~20,~~SEC ~~2001~~as ~~under~~an ~~the~~exhibit ~~laws~~to ofour ~~the~~Quarterly ~~State~~Report ofon ~~Nevada.~~Form 10-QSB filed on March 22, 2006.

~~Our business~~(5) ~~plan~~Filed ~~is to assemble a portfolio of mineral properties~~ with ~~gold potential and to engage in~~ the ~~exploration~~SEC ~~and~~as ~~development of these properties. We currently have~~ an ~~earn-in~~exhibit ~~agreement~~ to ~~acquire~~our ~~75%~~Current ~~interest~~Report inon ~~Pengram~~Form ~~Corporation's~~8-K ~~agreement~~filed ~~with~~on ~~Scoonover Exploration~~July ~~LLC~~15, ~~and JR Exploration LLC (the “Underlying Agreement”) to acquire the Golden Snow Property (as described below)~~2008.

~~Golden Snow~~(6) ~~Project~~Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 2, 2008.

~~Earn~~(7) Filed with the SEC as an exhibit to our Current Report on Form 8-~~in Agreement~~K filed on April 29, 2009.

~~On April 26, 2011, we entered into an agreement with Pengram Corporation~~ (~~"Pengram"~~8) asFiled ~~amended on June 29, 2011 and July 31, 2012 (the "Earn-In Agreement") whereby we will earn up to a 75% interest in Pengram's agreement~~ with ~~Scoonover Exploration LLC and JR Exploration LLC (~~the ~~“Underlying Agreement”)~~SEC toas ~~acquire~~an ~~the~~exhibit ~~Golden Snow Property by issuing a promissory note~~ to ~~Pengram~~our ofAnnual ~~$25,000,~~Report ~~paying~~on toForm ~~Pengram~~10-K ~~up to~~filed ~~$150,000 and expending up to $1,750,000 of exploration work~~ on ~~the~~August ~~Golden Snow Property. Under the terms of the Earn-In Agreement~~13, we ~~will exercise our interest in the Underlying Agreement as follows:~~2009.

(i9) ~~The~~Filed ~~first~~with ~~25%~~the ~~interest~~SEC inas ~~the~~an ~~Underlying~~exhibit ~~Agreement~~to ~~upon~~our ~~us:~~Current Report on Form 8-K filed on April 28, 2011.

a.(10) ~~issuing~~Filed ~~Pengram~~with athe ~~$25,000~~SEC ~~promissory~~as ~~note,~~an ~~bearing~~exhibit ~~interest~~to atour aAnnual ~~rate~~Report ofon Form 10%-K ~~per~~filed ~~annum, due~~ on ~~September~~August 2715, 2011 ~~(which was issued); and~~.

b.(11) ~~completing~~Filed ~~cumulative~~with ~~exploration~~the ~~expenditures~~SEC onas ~~the~~an ~~Golden~~exhibit ~~Snow~~to ~~Property~~our ~~totalling~~Current ~~$250,000~~Report byon ~~December~~Form 318-K filed on September 12, ~~2012~~2013.

(ii12) AnFiled ~~additional~~with ~~25%~~the ~~interest~~SEC inas ~~the~~an ~~Underlying~~exhibit ~~Agreement~~to ~~upon~~our ~~us:~~Quarterly Report on Form 10-Q filed on March 19, 2014.

~~a. paying Pengram $50,000 on or before May 31, 2013; and~~12

~~b. completing cumulative exploration expenditures on the Golden Snow Property totalling $500,000 by December 31, 2013;~~SIGNATURES

~~(iii)~~Pursuant Anto ~~additional~~the ~~25%~~requirements ~~interest~~of inthe Securities Exchange Act of 1934, the ~~Underlying~~registrant ~~Agreement~~caused ~~upon~~this ~~us:~~report to be signed on its behalf by the undersigned thereunto duly authorized.

a. paying Pengram $100,000 on or before May 31, 2014; and

			TERRACE VENTURES INC.



Date:	March 18, 2014	By:	/s/ Howard Thomson
			HOWARD THOMSON
			Chief Executive Officer, Chief Financial Officer,
			President, Secretary and Treasurer
			(Principal Executive Officer & Principal Accounting Officer)

b. completing cumulative exploration expenditures on the Golden Snow Property totalling $1,000,000 by December 31, 2014.

We are also obligated to pay all advance royalties, county and BLM claim fees and Nevada state taxes during the currency of the Earn-In Agreement. There is no assurance that we be able to perform our obligations under the Earn-In Agreement.

On December 31, 2011, Pengram, in consideration of $5,000 (which has been paid), agreed to accept, in substitution for the $25,000 promissory note set out above, a series of non-interest bearing promissory notes totaling $30,000 payable on the following dates:

Payment Due Date	Amount
March 31, 2012	$	5,000.00
June 30, 2012		5,000.00
September 30, 2012		10,000.00
December 31, 2012		10,000.00
Total	$	30,000.00

PLAN OF OPERATION

Over the next twelve months, our plan of operation is to focus our resources on the exploration of the Gold Snow Property. Subject to obtaining sufficient financing, we plan to conduct a drill program on the Golden Snow Property. The proposed drill program would cost approximately $175,000, summarized as follows:

Exploration Program Costs	Estimate		Rate ($)		Cost ($)
Geology-Senior		10	$	650.00		$	6,500
Geology-Junior		10	$	350.00		$	4,000
Travel and Related Expenses (includes mileage)						$	2,700
					Subtotal	$	13,200
Drilling						$	115,472
Drill Sample Assaying						$	27,030
Drill Supervision (Senior)		2	$	650		$	1,300
Drill Geologist		13	$	400		$	5,200
Review of Results						$	0
Travel and Related Expenses (includes mileage)						$	2,700
Drill Site Preparation and Reclamation						$	10,200
					Subtotal	$	161,902
					Total	$	175,102

During the next twelve months, we must complete the following in order to maintain our interest under the Earn-In Agreement and keep the Golden Snow Property in good standing:

(a) complete cumulative exploration expenditures on the Golden Snow Property totaling $250,000 by December 31, 2012; and

(b) pay the Bureau of Land Management maintenance and claim fees of approximately $17,165 by September 1, 2012.

As the agreement is an option, we may decide at any time not to proceed in which case we would not be liable to pay any funds beyond the amounts due at the time we provide notice that we are not proceeding. There is no assurance that we will exercise the option.

As at July 31, 2012, we had $54,675 cash on hand. Accordingly, we have insufficient cash on hand to satisfy the exploration expenditure requirements under the Earn-In Agreement and meet our ongoing operating costs. As such, we will require substantial financing in order to meet our obligations. There is no assurance that we will be able to acquire such financing on terms that are acceptable to us, or at all.

RESULTS OF OPERATIONS

Three Months Summary

	Three Months Ended						Percentage
	July 31, 2012			July 31, 2011			Increase / (Decrease)
Revenue	$	-		$	-			n/a
Operating Expenses		(36,846	)		(19,912	)		85.0	%
Net Loss	$	(36,846	)	$	(19,912	)		85.0	%

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future. We are an exploration stage company and are presently seeking and evaluating alternative business opportunities.

Expenses

The major components of our expenses for the three months ended July 31, 2012 and 2011 are outlined in the table below:

	Three Months Ended July 31				Percentage
	2012		2011		Increase / (Decrease)
Accounting	$	8,100	$	4,840		67.4	%
Amortization		5,642		-		100.0	%
Bank Charges		-		30		(100.0	)%
Interest Expense		-		664		(100.0	)%
Legal		11,890		6,090		95.2	%
Office Administration		7,743		7,500		3.2	%
Regulatory Expenses/Fees		2,581		188		1272.9	%
Rent		375		375		0.0	%
Telephone		515		225		128.9	%
Total Operating Expenses	$	36,846	$	19,912		85.0	%

Our operating expenses increased from $19,912, during the three months ended July 31, 2011, to $36,846, during the three months ended July 31, 2012. The increase in our operating expenses is due to increases in accounting, amortization, legal, office administration, regulatory expenses and telephone. The increase was partially offset by decreases in bank charges and interest expense.

Accounting and legal expenses primarily relate to expenses incurred in connection with meeting our ongoing reporting obligations under the Exchange Act.

Amortization, exploration, impairment and property maintenance expenses primarily relate to expenses incurred in connection with the Earn-In Agreement with Pengram.

Office administration expenses consist of amounts incurred to our sole executive officer and director for his management consulting services.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

	At July 31, 2012			At April 30, 2012			Percentage Increase / (Decrease)
Current Assets	$	60,052		$	77,676			(22.7	)%
Current Liabilities		(133,378	)		(301,156	)		(55.7	)%
Working Capital Deficit	$	(73,326	)	$	(223,480	)		(67.2	)%

Cash Flows

	Three Months Ended
	July 31, 2012			July 31, 2011
Net Cash Used by Operating Activities	$	(9,482	)	$	(2,040	)
Net Cash From Investing Activities		-			-
Net Cash Provided By Financing Activities		(5,000	)		-
Net Decrease in Cash During Period	$	(14,482	)	$	(2,040	)

We had cash on hand of $54,675 and a working capital deficit of $73,326 as of July 31, 2012 compared to a working capital deficit of $223,480 as of April 30, 2012. The decrease in our working capital deficit is due to a decrease in stock subscriptions outstanding and notes payable. The decrease was partially offset by a decrease in cash and prepaid expenses and an increase in accounts payable and accrued expenses.

Financing Requirements

Currently, we do not have sufficient financial resources to meet our ongoing operating expenditures. As such, our ability to complete our plan of operation is dependent upon our ability to obtain additional financing in the near term.

On May 22, 2012, we issued 3,290,000 shares of our common stock at a price of $0.05 per share for proceeds of $164,500 pursuant to Regulation S of the Securities Act. Each subscriber represented that they were not a “U.S. Person” as that term is defined in Regulation S of the Act.

On May 22, 2012, we issued 400,000 shares of our common stock a price of $0.05 per share for proceeds of $20,000 pursuant to Regulation D of the Securities Act. The subscriber represented that it was an “accredited investor” as defined in Regulation D of the Securities Act.

The proceeds of the private placement offerings will be used to retire corporate indebtedness, complete work on our mineral properties and for general corporate purposes.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 1 to the interim financial statements included in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2012 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed in our Annual Report on Form 10-K for the year ended April 30, 2012 (the “2012 Annual Report”).

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2012 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2012 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any other legal proceedings and, to our knowledge, no other legal proceedings are pending, threatened or contemplated.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

If we do not obtain additional financing, our business will fail.

As of July 31, 2012, we had $54,675 cash on hand and a working capital deficit of $73,326. Our plan of operation calls for significant expenses in order to meet our obligations under the Earn-In Agreement. There is no guarantee that we will exercise our option.

We do not have other financing arrangements in place. We will require additional financing to meet out our obligations under the Earn-in Agreement. Obtaining financing would be subject to a number of factors outside of our control, including market conditions and additional costs and expenses that might exceed current estimates. These factors may make the timing, amount, terms or conditions of financing unavailable to us in which case we will be unable to complete our plan of operation on our mineral property and to meet our obligations under our Earn-In Agreement

We have yet to earn revenue and our ability to sustain our operations is dependent on our ability to raise financing. As a result, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have a cumulative net loss of $2,258,721 for the period from our inception to July 31, 2012, and have no revenues to date. Our future is dependent upon our ability to obtain financing. Our auditors have expressed substantial doubt about our ability to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result, we may have to liquidate our business and investors may lose their investment.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

We have no known mineral reserves and if we cannot find any, we will have to cease operations.

We have no mineral reserves. If we do not find a mineral reserve containing gold or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and you will lose your investment. Mineral exploration, particularly for gold, is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our properties, our production capability is subject to further risks including:

- Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;

- Availability and costs of financing;

- Ongoing costs of production; and

- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near our mineral properties, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of finding reserves on our mineral properties are remote and funds expended on exploration will likely be lost.

Even if we discover proven reserves of precious metals on our mineral properties, we may not be able to successfully commence commercial production.

Our mineral properties do not contain any known bodies of ore. If our exploration programs are successful in discovering proven reserves on our mineral properties, we will require additional funds in order to place the mineral properties into commercial production. The expenditures to be made by us in the exploration of mineral properties in all probability will be lost as it is an extremely remote possibility that the mineral claims will contain proven reserves. If our exploration programs are successful in discovering proven reserves, we will require additional funds in order to place the mineral properties into commercial production. The funds required for commercial mineral production can range from several millions to hundreds of millions. We currently do not have sufficient funds to place our mineral claims into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for gold and the costs of exploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Because we will need additional financing to fund our exploration activities there is substantial doubt about our ability to continue as a going concern. At this time, there is a risk that we will not be able to obtain such financing as and when needed.

We face significant competition in the mineral exploration industry.

We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of mineral exploration claims and leases on precious metal prospects and in connection with the recruitment and retention of qualified personnel. There is significant competition for precious metals and, as a result, we may be unable to acquire an interest in attractive mineral exploration properties on terms we consider acceptable on a continuing basis.

There is no assurance that we will be able to comply with our obligations under the Earn-In Agreement.

In order comply with our obligations under the Earn-In Agreement we are required to make a series of cash payments and meet the annual claim maintenance fees. In order to meet these payments we will need to obtain substantial financing. If we are unable to meet these payments, we will lose our options to acquire these properties.

Because our sole director and executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

Howard Thomson, our sole director and executive officer, does not have any formal training as a geologist or in the technical aspects of managing a mineral exploration company. Mr. Thomson’s lack of expertise could cause irreparable harm to our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

Because the prices of metals fluctuate, if the price of metals for which we are exploring decreases below a specified level, it may no longer be profitable to explore for those metals and we will cease operations.

Prices of metals are determined by such factors as expectations for inflation, the strength of the United States dollar, global and regional supply and demand, and political and economic conditions and production costs in metals producing regions of the world. The aggregate effect of these factors on metal prices is impossible for us to predict. In addition, the prices of precious metals are sometimes subject to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of these metals affect the metal prices, but not necessarily in the same manner as current supply and demand affect the prices of other commodities. The supply of these metals primarily consists of new production from mining. If the prices of the metals are, for a substantial period, below our foreseeable cost of production, we could cease operations and investors could lose their entire investment.

We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.

Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, the interests of existing shareholders will be diluted.

The quotation price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTCBB under the symbol "TVER”. Companies quoted on the OTCBB have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire at a price equal or greater than the price paid by the investor.

Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2. contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

3. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

4. contains a toll-free telephone number for inquiries on disciplinary actions;

5. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. MINE SAFETY DISCLOSURES.

None.

Item 5. Other Information.

None.

ITEM 6. EXHIBITS.

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation.(1)
3.2		Certificate of Change to Authorized Capital effective December 19, 2005.(2)
		Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 80,000,000 shares, par value $0.001 per share.(9)
3.3		Bylaws.(1)
10.1		2006 Stock Incentive Plan.(4)
10.2		Stock Option Agreement between the Company and Howard Thomson dated March 31, 2006.(4)
10.3		Management Consulting Agreement dated March 21, 2006 between the Company and Howard Thomson.(4)
10.4		Interim Agreement dated July 9, 2008 between the Company and Pyro Pharmaceuticals, Inc.(5)
10.5		Amendment Agreement dated September 26, 2008 to the Interim Agreement dated July 9, 2008 between the Company and Pyro Pharmaceuticals, Inc.(6)
10.6		Share Purchase Agreement dated April 29, 2009 among Terrace Ventures Inc., Marktech Acquisition Corp., Worldbid International Inc. and Geobiz Systems Inc.(7)

Exhibit Number		Description of Exhibit
10.7		Amendment Agreement to Share Purchase Agreement dated August 12, 2009 among Terrace Ventures Inc., Marktech Acquisition Corp., Worldbid International Inc. and Geobiz Systems Inc.(8)
10.8		Earn-In Agreement (Golden Snow) dated April 26, 2011 between Pengram Corporation and Terrace Ventures Inc.(10)
10.9		Earn-In Extension Agreement (Golden Snow) dated June 29, 2011 between Pengram Corporation and Terrace Ventures Inc.(11)
10.10		Amendment Agreement dated July 31, 2012 between Pengram Corporation and Terrace Ventures Inc.(12)
14.1		Code of Ethics.(3)
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes:

(1) Filed with the SEC as an exhibit to our Registration Statement on Form 10-SB originally filed on February 2, 2004.

(2) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 27, 2005.

(3) Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on September 8, 2004.

(4) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on March 22, 2006.

(5) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 15, 2008.

(6) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 2, 2008.

(7) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 29, 2009.

(8) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on August 13, 2009.

(9) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 2, 2009.

(10) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 28, 2011.

(11) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on August 15, 2011.

(11) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on August 15, 2012.

SIGNATURES

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

			TERRACE VENTURES INC.
Date:	September 14, 2012	By:	/s/ Howard Thomson
			HOWARD THOMSON
			Chief Executive Officer, Chief Financial Officer,
			President, Secretary and Treasurer
			(Principal Executive Officer & Principal Accounting Officer)

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