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

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

(Mark One)

x [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, ~~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)

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)

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

Securities registered under Section 12(b) of the Exchange Act:		NONE.

Securities registered under Section 12(g) of the Exchange Act:		Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.Yes [ ] No [X]

~~Yes~~Indicate ¨by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No x[X]

Indicate by check mark ifwhether the registrant is ~~not~~(1) ~~required~~has tofiled ~~file~~all reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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. Yes [ ] No [X]

~~Yes~~Indicate by check mark whether the ¨registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No x[X]

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent filers ~~has~~pursuant ~~filed all reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulation 13S-K ~~or 15~~(d)s229.405 of ~~the~~this ~~Securities~~chapter) ~~Exchange~~is not ~~Act~~contained ofherein, ~~1934~~and ~~during~~will ~~the~~not ~~preceding~~be 12contained, ~~months~~to ~~(or~~the ~~for~~best ~~such~~of ~~shorter~~registrant’s knowledge, ~~period~~in ~~that~~definitive ~~the~~proxy ~~registrant~~or ~~was~~information ~~required~~statements toincorporated ~~file such reports),~~by ~~and~~reference ~~(2)~~in ~~has~~Part ~~been~~III ~~subject~~of tothis ~~such~~Form ~~filing~~10-K ~~requirements~~or ~~for~~any ~~the~~amendment ~~past~~to 90this ~~days~~Form 10-K. ~~Yes x No ¨~~[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 Act). Yes ¨ [ ] No x [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most ~~recently~~ recently completed second fiscal quarter: $31,~~882~~544,~~830~~424 based on a price of $0.~~125~~0505, being the price at which our common equity was last sold as of the last business day of our second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~August~~March 1317, ~~2012~~2014, the Registrant had 33,160,660 shares of common stock outstanding.

TERRACE VENTURES INC.

ANNUAL REPORT ON FORM 10-KKFOR THE YEAR ENDED APRIL 30, 2013

FOR THE YEAR ENDED APRIL 30, 2012

TABLE OF CONTENTS

		PAGE
PART I		3
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	11
ITEM 2.	PROPERTIES	14
ITEM 3.	LEGAL PROCEEDINGS	14
PART II		15
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	38
ITEM 9AT.	CONTROLS AND PROCEDURES	38
ITEM 9B.	OTHER INFORMATION	39
PART III		40
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	40
ITEM 11.	EXECUTIVE COMPENSATION	41
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	42
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	44
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	46
PART IV		46
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	46
SIGNATURES		48

PAGE

PART I.	3
ITEM 1. BUSINESS.	3
ITEM 1A. RISK FACTORS.	11
ITEM 2. PROPERTIES.	14
ITEM 3. LEGAL PROCEEDINGS.	14
ITEM 4. MINE SAFETY DISCLOSURES.	14
PART II.	15
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	20
ITEM 9A. CONTROLS AND PROCEDURES.	20
ITEM 9B. OTHER INFORMATION.	22
PART III.	23
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	23
ITEM 11. EXECUTIVE COMPENSATION.	24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	27
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	28
PART IV.	29
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	29
SIGNATURES.	30

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

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

ITEM 1. BUSINESS.

Overview

We were incorporated on February 20, 2001 under the laws of the State of Nevada.

Our business plan is to assemble a portfolio of mineral properties with gold potential and to engage in the exploration and development of these properties. We currently have an earn-in agreement to acquire 75% interest in Pengram Corporation's agreement with Scoonover Exploration LLC and JR Exploration ~~LLC~~ LLC (the “Underlying Agreement”) to acquire the Golden Snow Property (as described below).

~~Golden~~GOLDEN SNOW ~~Snow Project~~PROJECT

Earn-inIn Agreement

On April 26, 2011, we entered into an agreement with Pengram Corporation ("Pengram") dated April 26, 2011, as amended on June 29, 2011, ~~and~~September ~~July~~20, 312012, November 17, 2012, May 30, 2013 and December 18, 2013 (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”) to acquire the Golden Snow Property by ~~issuing a promissory note to Pengram of $25,000,~~ paying to Pengram up to $~~150~~175,000 and expending up to $1,~~750~~250,000 ofto do exploration work on the Golden Snow Property. ~~Under the terms of the Earn-In Agreement, we will exercise our interest in the Underlying Agreement~~ as follows:

(i) The first 25% interest in the Underlying Agreement upon ~~us:~~the Company completing cumulative exploration expenditures on the Property totalling $250,000 by June 30, 2014.

a.(ii) ~~issuing~~An ~~Pengram~~additional ~~a $~~25~~,000~~% ~~promissory note, bearing~~ interest atin athe ~~rate~~Underlying ofAgreement ~~10%~~upon ~~per~~the ~~annum, due on September 27, 2011 (which was issued); and~~Company:

ba. ~~completing~~paying ~~cumulative~~Pengram ~~exploration~~$75,000 ~~expenditures~~ on ~~the~~or ~~Golden~~before ~~Snow~~June ~~Property totalling $250~~30,~~000~~ by2014; ~~December 31, 2012.~~and

~~(ii)~~b. Ancompleting ~~additional~~cumulative ~~25%~~exploration ~~interest~~expenditures inon the ~~Underlying~~Property ~~Agreement~~totalling ~~upon~~$750,000 ~~us:~~by December 31, 2014.

a.(iii) ~~paying~~An ~~Pengram~~additional ~~$50,000~~25% oninterest orin ~~before~~the ~~May~~Underlying ~~31,~~Agreement ~~2013;~~upon ~~and~~the Company:

3a. paying Pengram $100,000 on or before June 30, 2015; and

b. completing ~~cumulative~~ exploration expenditures on the ~~Golden Snow~~ Property totalling $~~500~~1,250,000 by December 31, ~~2013;~~2015.

~~(iii) An additional 25% interest in the Underlying Agreement upon us:~~3

a.The ~~paying~~Company ~~Pengram~~is ~~$100,000~~also onobligated orto ~~before~~pay ~~May~~all 31advance royalties, ~~2014;~~county and BLM claim fees and Nevada state taxes during the currency of the Earn-In Agreement. There is no assurance that the Company will be able to perform its obligations under the Earn-In Agreement.

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

WeThe ~~are~~Golden ~~also~~Snow ~~obligated~~Project toconsists ~~pay~~of ~~all~~128 ~~advance royalties,~~unpatented ~~county~~mining ~~and~~claims covering ~~BLM~~approximately ~~claim~~3.5 ~~fees~~square ~~and~~miles. The ~~Nevada~~titles ~~state~~to ~~taxes during~~ the ~~currency~~property ofwill expire ~~the~~on ~~Earn-In~~September ~~Agreement.~~1, ~~There~~2014 isif ~~no assurance that~~ we bedo ~~able~~not torenew ~~perform our obligations under~~ the ~~Earn-In Agreement~~claims.

~~On December 31~~Location, ~~2011~~Access, ~~Pengram,~~and 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:Physiography

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

The Golden Snow Project is contiguous to the southern end of Staccato Gold’s Lookout Mountain property, which has identified several mineralized areas. The Golden Snow Project is located in the Battle Mountain-Eureka Trend, approximately eight miles south of the East Archimedes gold deposit where Barrick Gold Corporation is currently mining a Carlin- type sediment hosted gold deposit. The Eureka district is at the south end of a northerly trending series of intrusives.

~~Description of Property~~4

~~The~~Figure ~~Golden~~2Location ~~Snow Project consists~~ of ~~111 unpatented~~Golden ~~mining~~Snow ~~claims covering approximately 3.5 square miles. The titles to the property will expire on September 1, 2012 if we do not renew the claims.~~Project

~~Location, Access, and Physiography~~5

~~The~~Property Golden Snow Project is contiguous to the southern end of Staccato Gold’s Lookout Mountain property, which has identified several mineralized areas. The Golden Snow Project is located in the Battle Mountain-Eureka Trend, approximately eight miles south of the East Archimedes gold deposit where Barrick Gold Corporation is currently mining a Carlin- type sediment hosted gold deposit. The Eureka district is at the south end of a northerly trending series of intrusives.History

4Exploration in the Eureka District commenced in the 1860s. The Company does not have any records of exploration work conducted on the Golden Snow Project prior to 2006.

~~Figure~~In 2006, Minterra Resources acquired the Golden Snow Project. After its acquisition, Minterra Resources commenced a gravity survey and a 95 line kilometer ground magnetic survey across the Golden Snow Project. The gravity data identified two up-thrown (horst) blocks and the magnetic data indicate a prominent circular high that is approximately 2,782 feet in diameter and has a similar signature to Eocene age intrusive and extrusive rocks throughout the Eureka District. Processing of the gravity data by Wright Geophysics identified a number of geophysical linears and Wright also interpreted the magnetic data which shows a prominent circular high that is approximately 2,800 feet in diameter; this has a signature similar to Eocene age intrusive and extrusive rocks associated with mineralization throughout the Eureka District.

~~Location~~In 2007, Minterra Resources completed a 932 sample soil geochemistry program designed to further refine and evaluate the prominent horst-bounding faults. Analysis of ~~Golden~~the ~~Snow~~data ~~Project~~produced numerous large, coherent, multipoint clusters of anomalous gold, arsenic, antimony, mercury, lead, zinc and barite. Anomalous gold, silver and trace element values from the 2006 soil geochemical program coincided with fault zones outlined by the geophysical-gravity data.

5Geology

~~Property~~Many ~~History~~of the sediment-hosted gold deposits in Nevada appear to have developed at or near platform margin/basin margin sites where mineralization is found to be disseminated along the “low-stands” or karsted zone separated different stratigraphic units. The Golden Snow Project is positioned along this major platform margin that extends northwards to Cortez Hills, Pipeline and beyond. Future study of the location of these platform margins may result in the discovery of additional world-class gold deposits in Nevada.

~~Exploration~~Gold mineralization inhas come up along the ~~Eureka~~host ~~District~~margin ~~commenced~~where Devonian age rocks are in contract with the ~~1860s.~~Cambrian age rocks. The ~~Company~~mineralization ~~does~~is not ~~have~~only ~~any~~found within ~~records~~the feeder fault, but it is also disseminated out along these “low-stand zones” which are commonly the break between different rock formations. Another example of ~~exploration~~the ~~work~~same ~~conducted~~host onmargin mineralization can be seen in a cross section of the ~~Golden~~mineralization ~~Snow~~at ~~Project~~Lone ~~prior~~Tree. Mineralization has also been discovered along the Wayne Zone Fault, which forms the western edge of the horst, and spreads out along favorable host rocks. Both styles of mineralization appear to ~~2006~~potentially exist at the Golden Snow Project.

InThe ~~2006,~~geology ~~Minterra Resources acquired the~~of the Golden Snow Project. ~~After~~has ~~its~~been ~~acquisition,~~interpreted ~~Minterra~~to ~~Resources~~consist ~~commenced~~of aDevonian ~~gravity~~age ~~survey~~rocks striking north/south and atrending 95southward ~~line~~under ~~kilometer~~pediment ~~ground magnetic survey across the Golden Snow Project~~cover. It ~~The~~has ~~gravity~~also been ~~data~~interpreted ~~identified~~that ~~two up-thrown (horst) blocks and~~ the ~~magnetic~~Cambrian ~~data~~section ~~indicate a prominent circular high that~~ is ~~approximately~~possibly ~~2,782 feet~~ in ~~diameter~~fault ~~and~~contact ~~has a similar signature to Eocene age intrusive and~~with ~~extrusive rocks throughout~~ the ~~Eureka~~Devonian ~~District~~section. Both ~~Processing~~rock oftypes ~~the~~are ~~gravity~~favorable ~~data~~host byrocks ~~Wright Geophysics identified a number of geophysical~~for ~~linears~~Carlin-style ~~and~~mineralization ~~Wright~~throughout ~~also interpreted the magnetic data which shows a prominent circular high that is approximately 2~~Nevada,~~800~~ ~~feet~~especially in ~~diameter;~~ ~~this has a signature similar to Eocene age intrusive and extrusive rocks associated with mineralization throughout~~ the Eureka ~~District~~Area.

InThe ~~2007, Minterra Resources completed~~following asets ~~932~~out ~~sample soil geochemistry program designed to further refine and evaluate~~ the ~~prominent~~geological ~~horst-bounding~~units ~~faults.~~exposed ~~Analysis~~on of the ~~data~~Golden ~~produced~~Snow numerous large, coherent, multipoint clusters of anomalous gold, arsenic, antimony, mercury, lead, zinc and barite. Anomalous gold, silver and trace element values from the 2006 soil geochemical program coincided with fault zones outlined by the geophysical-gravity data.Project:

~~Geology~~Bay State Dolomite – The Bay State Dolomite is a massive dark grey to black to purplish dolomite which is reported to be 600-850 feet thick in the Eureka Area. The lower portion of this unit is made up of irregular bedded light-grey, dolomite sandstone. The upper portion is in gradational contact with the overlying Devils Gate Limestone.

~~Many of the sediment-hosted gold deposits~~Sentinel inMountain ~~Nevada~~Dolomite ~~appear~~– toThe ~~have~~Sentinel ~~developed~~Mountain atDolomite gradationally oroverlies ~~near~~Oxyoke ~~platform~~Canyon. It ~~margin/basin margin sites where mineralization~~ is ~~found~~composed toof ~~be disseminated~~alternating, ~~along~~thick-bedded, ~~the~~coarse-grained, ~~“low~~light-~~stands”~~gray ordolomite ~~karsted~~and ~~zone~~motted, ~~separated~~finely ~~different stratigraphic units. The Golden Snow Project is positioned~~laminated, ~~along~~chocolate ~~this~~brown ~~major~~dolomites ~~platform~~with ~~margin~~a ~~that~~strong ~~extends~~petroliferous ~~northwards~~odor towhen ~~Cortez Hills, Pipeline and beyond~~broken. ~~Future study of the location of~~ It ~~these~~ranges ~~platform margins may result~~ in ~~the~~thickness ~~discovery~~from of410 ~~additional~~feet ~~world-class~~to ~~gold~~600 ~~deposits in Nevada~~feet.

Gold mineralization has come up along the host margin where Devonian age rocks are in contract with the Cambrian age rocks. The mineralization is not only found within the feeder fault, but it is also disseminated out along these “low-stand zones” which are commonly the break between different rock formations. Another example of the same host margin mineralization can be seen in a cross section of the mineralization at Lone Tree. Mineralization has also been discovered along the Wayne Zone Fault, which forms the western edge of the horst, and spreads out along favorable host rocks. Both styles of mineralization appear to potentially exist at the Golden Snow Project.6

~~The~~Oxyoke ~~geology~~Canyon of– ~~the~~The ~~Golden~~Oxyoke ~~Snow~~is ~~Project has~~predominantly ~~been~~light ~~interpreted~~gray to ~~consist~~brown ofweathering, ~~Devonian~~fine to ~~age~~medium-grained, ~~rocks~~quartz ~~striking~~sandstone ~~north/south~~with ~~and~~a ~~trending~~dolomatic ~~southward under pediment cover~~matrix. It ~~has also~~ranges ~~been interpreted that the Cambrian section is possibly~~ in thickness ~~fault~~of ~~contact~~less ~~with~~than ~~the~~20 ~~Devonian~~feet ~~section.~~up ~~Both~~to ~~rock~~400 ~~types~~feet ~~are~~thick ~~favorable host rocks for Carlin-style mineralization~~ throughout ~~Nevada, especially in~~ the Eureka Area.

Sadler Ranch – The ~~following~~Sadler ~~sets~~Ranch ~~out~~locally ~~the~~has ~~geological~~been divided up into an upper and ~~units~~lower ~~exposed~~dolomite onand ~~the~~a ~~Golden~~middle ~~Snow~~crinoidal ~~Project:~~dolomite. The lower dolomite is a medium to thick-bedded, very finely grained, light gray to yellowish-gray dolomite. The middle crinoidal dolomite is a light to medium-gray, poorly bedded, laminated to cross-laminated, crinoidal packstone with thin lenses of mudstone and packstone. The upper dolomite is a medium to thick-bedded, very fine-grained, light-gray laminated dolomite. The thickness of this unit varies from 90 feet to 450 feet.

~~Bay~~McColley Canyon/Bartine ~~State~~Member ~~Dolomite~~ – The ~~Bay~~ ~~State~~McColley ~~Dolomite~~Canyon is dominantly a ~~massive~~medium ~~dark~~to ~~grey~~thick tobedded ~~black~~gray tolimestone ~~purplish~~with interbedded light brown-gray fossiliferous and organic-rich dolomite. The ~~which~~Bartine is ~~reported~~composed of thin to bemedium-bedded, ~~600~~medium-~~850~~gray, ~~feet~~fine ~~thick~~grained inlimestone ~~the~~and ~~Eureka~~yellowish ~~Area.~~argillaceous ~~The~~limestone ~~lower~~with ~~portion~~abundant ofbrachiopods. Some ~~this~~people ~~unit~~combine isthese units ~~made~~whereas upothers ofmap ~~irregular~~them ~~bedded~~as ~~light-grey,~~separate ~~dolomite sandstone~~units. These ~~The~~rocks ~~upper~~vary ~~portion~~from ~~is in gradational~~330 ~~contact~~feet ~~with~~to ~~the~~650 ~~overlying~~feet ~~Devils Gate Limestone~~thick.

~~Sentinel~~Beacon ~~Mountain~~ Peak Dolomite – ~~The~~ ~~Sentinel~~This ~~Mountain~~unit ~~Dolomite~~is ~~gradationally~~a ~~overlies~~massive, ~~Oxyoke~~light ~~Canyon.~~gray Itto brown, isfinely ~~composed~~laminated ~~of alternating~~dolomite, ~~thick-bedded,~~with ~~coarse-grained, light-gray~~local ~~dolomite~~thin ~~and~~beds ~~motted,~~of finely laminated, dolomite ~~chocolate~~and ~~brown~~thin ~~dolomites~~lenses ~~with~~of awell ~~strong~~rounded, ~~petroliferous~~quartz-rich ~~odor~~sandstones ~~when~~with ~~broken~~a dolomitic matrix. The Itaverage ~~ranges in~~ thickness ~~from~~is ~~410~~328 feet ~~to 600 feet~~.

6Mineralization

~~Oxyoke~~Two ~~Canyon~~major –target zones ~~The~~exist ~~Oxyoke~~on the Golden Snow Project. These primary targets would be eastern isand ~~predominantly~~western ~~light~~boundary ~~gray~~of tothe ~~brown~~horst ~~weathering,~~block. Both ~~fine~~the toeastern ~~medium-grained~~and western edge extends for over 15,000 ~~quartz~~feet ~~sandstone~~as ~~with~~shown aby ~~dolomatic~~gravity ~~matrix~~geophysics. Only Itdrill ~~ranges in~~hole ~~thickness~~ELP-8 drilled close enough to the eastern edge of ~~less~~the ~~than~~gravity 20high ~~feet~~to uptest for possible mineralization. The remaining holes were either far to ~~400~~east ~~feet~~and ~~thick~~out into ~~throughout~~the abyss, or too far west of the ~~Eureka~~eastern ~~Area~~horst fault and on top of the gravity high.

~~Sadler~~A ~~Ranch – The Sadler~~magnetic ~~Ranch~~survey ~~locally~~run ~~has~~over ~~been~~the ~~divided~~eastern upportion ~~into~~of anthe ~~upper~~claim ~~and~~block ~~lower~~shows ~~dolomite and~~ a ~~middle~~magnetic ~~crinoidal dolomite. The lower dolomite is a medium~~high toand ~~thick-bedded,~~has ~~very~~been ~~finely~~interpreted ~~grained, light gray~~ to ~~yellowish-gray~~be ~~dolomite.~~an ~~The~~intrusive ~~middle~~as ~~crinoidal~~opposed ~~dolomite is a light~~ to ~~medium-gray, poorly bedded, laminated to cross-laminated, crinoidal packstone with thin lenses of mudstone and packstone~~volcanics. This ~~The upper dolomite~~area is also a ~~medium~~potential tofavorable ~~thick-bedded,~~target ~~very~~area ~~fine-grained,~~for ~~light-gray~~gold ~~laminated~~and ~~dolomite. The thickness of this unit varies from 90 feet~~base-metal ~~to 450 feet~~mineralization.

~~McColley~~Numerous anomalous ~~Canyon/Bartine~~zones ~~Member~~with large, coherent clusters of anomalous gold, arsenic, –antimony, ~~The~~mercury, ~~McColley~~lead ~~Canyon~~and isbarite ~~dominantly~~have abeen ~~medium~~identified toon ~~thick~~the ~~bedded~~Golden ~~gray~~Snow Project. The ~~limestone~~majority ~~with~~of ~~interbedded~~the ~~light~~anomalies ~~brown-gray~~appear ~~fossiliferous~~to be located in the northeastern and ~~organic-rich~~eastern ~~dolomite.~~and ~~The~~eastern ~~Bartine~~portion isof ~~composed~~the claim block because of surface ~~thin~~or tonear ~~medium-bedded,~~surface ~~medium-gray,~~bedrock. These ~~fine~~values ~~grained~~are ~~limestone~~probably ~~and~~related ~~yellowish~~to ~~argillaceous~~mineralization ~~limestone~~associated with ~~abundant~~the ~~brachiopods~~buried intrusive. Anomalous ~~Some~~arsenic, antimony ~~people~~and ~~combine~~mercury ~~these~~are ~~units~~present ~~whereas~~in ~~others~~the ~~map~~area ~~them~~of asthe ~~separate~~Ratto ~~units~~Fault. Since ~~These~~these ~~rocks~~minerals ~~vary~~are ~~from~~usually ~~330~~formed ~~feet~~distal to ~~650~~gold ~~feet~~in ~~thick~~Carlin-style systems the geochemistry may indicate gold mineralization at depth.

~~Beacon~~Soil ~~Peak Dolomite – This unit is a massive, light gray to brown, finely laminated dolomite, with local thin beds of finely laminated dolomite~~ and ~~thin~~Rock ~~lenses of well rounded, quartz-rich sandstones with a dolomitic matrix. The average thickness is 328 feet.~~Geochemistry

~~Mineralization~~Soil and Rock Geochemistry Previous lessors completed a widespread soil geochemical sampling program on the Golden Snow Project (Minterra Resource Corp./Britannia Gold). The 2006 program was designed as a follow-up to their gravity and ground magnetic geophysical programs.

~~Two~~932 ~~major~~soils ~~target~~were collected ~~zones exist~~ on the ~~Golden Snow~~west ~~Project.~~half ~~These primary targets would be eastern and western boundary~~ of the ~~horst~~property ~~block.~~on ~~Both~~lines ~~the~~spaced ~~eastern~~800 ~~and~~feet ~~western~~apart ~~edge~~with ~~extends~~samples ~~for~~taken ~~over~~every ~~15,000~~200 feet asalong ~~shown~~each ~~by gravity geophysics~~line. ~~Only~~The ~~drill~~lines ~~hole~~were ~~ELP-8~~located ~~drilled close enough~~ to bracket the ~~eastern~~gravity ~~edge~~linears; ~~of the~~interpreted ~~gravity~~by ~~high~~Wright toas ~~test~~bounding ~~for~~features ~~possible~~of ~~mineralization.~~north-south trending ~~The~~“horst” ~~remaining~~and ~~holes~~“graben” ~~were~~blocks. ~~either~~The ~~far~~linears toare ~~east~~also ~~and~~interpreted ~~out~~as southward ~~into~~continuation(s) of the ~~abyss,~~Ratto orRidge ~~too far~~Fault ~~west~~zone ofwhich localized the mineralization ~~eastern~~drilled ~~horst~~by ~~fault~~Timberline ~~and~~Resources onin ~~top~~the ofLookout ~~the~~Pit ~~gravity~~and ~~high~~South Adit areas.

AReconnaissance geology ~~magnetic~~and ~~survey~~rock ~~run~~chip ~~over~~sampling ~~the~~during ~~eastern~~late 2011 and early 2012 identified “collapse breccia” features within the central portion of the claim block ~~shows~~where it awraps ~~magnetic~~around ~~high~~the ~~and~~Timberline ~~has~~claims. ~~been~~These ~~interpreted~~contact toand befault anzones ~~intrusive~~are located asin ~~opposed~~areas tonot ~~volcanics.~~previously ~~This~~sampled ~~area is~~and ~~also~~project aunder ~~potential~~colluvial ~~favorable~~cover ~~target~~into areas ~~area~~targeted for ~~gold~~exploration by the geophysical and ~~base-metal~~2006 ~~mineralization~~geochemistry.

Numerous anomalous zones with large, coherent clusters of anomalous gold, arsenic, antimony, mercury, lead and barite have been identified on the Golden Snow Project. The majority of the anomalies appear to be located in the northeastern and eastern and eastern portion of the claim block because of surface or near surface bedrock. These values are probably related to mineralization associated with the buried intrusive. Anomalous arsenic, antimony and mercury are present in the area of the Ratto Fault. Since these minerals are usually formed distal to gold in Carlin-style systems the geochemistry may indicate gold mineralization at depth.7

~~Soil~~Seventy-two follow ~~and~~up ~~Rock~~soils ~~Geochemistry~~were collected using the same layout as the 2006 samples to fill in the un- sampled prospective gap where the collapse brecciation was note. The samples were analyzed using the same protocol as the 2006 sample program.

~~Soil~~Key ~~and~~data ~~Rock Geochemistry Previous~~was ~~lessors~~contoured ~~completed~~and aincorporated ~~widespread~~with ~~soil~~the ~~geochemical~~previous ~~sampling~~property- ~~program~~wide ondataset. ~~the~~The ~~Golden~~most significant ~~Snow~~results ~~Project~~are ~~(Minterra~~shown ~~Resource~~by ~~Corp~~arsenic and gold.~~/Britannia Gold).~~ ~~The~~These ~~2006~~are ~~program~~significant because ~~was~~the ~~designed~~NE astrends aare ~~follow-up~~parallel to ~~their~~both ~~gravity~~the ~~and~~favorable ~~ground~~Bay ~~magnetic~~State ~~geophysical~~Dolomite (Dbp)/Oxyoke ~~programs~~(Doc) contact along which distinct collapse zones were mapped.

~~932 soils were collected on the west half~~Additionally, of the ~~property~~NE ontrending ~~lines~~faults ~~spaced~~appear ~~800 feet apart with samples taken every 200 feet along each line. The lines were located~~ to ~~bracket the~~control ~~gravity~~these ~~linears;~~collapse ~~interpreted~~zones ~~by Wright~~ as ~~bounding~~well ~~features of north-south trending “horst” and “graben” blocks. The linears are also interpreted~~ as ~~southward continuation(s) of the Ratto Ridge Fault zone which localized the mineralization~~ ~~drilled~~disrupt byand ~~Timberline~~offset ~~Resources in~~ the ~~Lookout~~favorable ~~Pit~~host ~~and South Adit areas~~rocks.

~~Reconnaissance~~There ~~geology~~is ~~and rock chip sampling~~a ~~during~~narrow ~~late~~zone ~~2011~~of ~~and~~detectable ~~early~~gold ~~2012~~which ~~identified~~also ~~“collapse~~parallels ~~breccia”~~that ~~features~~trend ~~within~~and ~~the~~is ~~central portion of the claim block~~similar ~~where~~to itother ~~wraps~~gold- ~~around~~bearing ~~the~~contour ~~Timberline claims. These contact and fault~~ zones ~~are located~~ in ~~areas not previously sampled and project under colluvial cover into areas targeted for exploration by~~ the ~~geophysical and 2006 geochemistry~~north.

7Barium shows a distinct anomalous zone in the new data that lies along the east side of the arsenic values and suggests zoning. This is what would be expected due to the barite associated with the gold deposits at Archimedes (Barrick-Ruby Hill) and the Lookout Pit (Timberline).

~~Seventy-two~~Silver ~~follow~~and antimony updo ~~soils~~not ~~were~~appear ~~collected using~~to ~~the~~be ~~same~~significant ~~layout~~relative asto the ~~2006~~collapse ~~samples~~breccia features. toHowever, ~~fill~~recontouring in the ~~un-sampled~~silver ~~prospective~~and ~~gap~~antimony ~~where~~did ~~the~~indicate ~~collapse~~some distinct ~~brecciation~~zoning ~~was~~peripheral ~~note. The~~to ~~samples~~the ~~were~~magnetic ~~analyzed~~high ~~using~~which ~~the~~Wright ~~same~~interpreted ~~protocol~~ as a shallow intrusive on the ~~2006~~east ~~sample~~side ~~program~~of the project.

~~Key~~Gold ~~data~~in ~~was~~rock chip ~~contoured~~sampling ~~and~~also ~~incorporated~~ is correlative with the ~~previous~~magnetically ~~property-~~indicated ~~wide dataset~~intrusive margin. ~~The~~Although ~~most~~not ~~significant~~spectacular ~~results~~in their magnitude, the data are ~~shown~~very encouraging bybecause ~~arsenic~~all ~~and~~of the samples had detectable gold. ~~These~~with ~~are~~a ~~significant~~high ~~because~~value of 0.052 ppm Au. Most of the NEsamples ~~trends~~were ~~are~~collected ~~parallel~~from toareas ~~both~~with ~~the~~a preponderance ~~favorable~~of ~~Bay~~jasperoid ~~State~~as ~~Dolomite~~subcrop ~~(Dbp)/Oxyoke~~or ~~(Doc)~~large ~~contact~~boulders. ~~along~~These ~~which~~data ~~distinct~~are interpreted ~~collapse~~as ~~zones~~representative of nearby bedrock rather than transported ~~were~~boulders ~~mapped~~or colluvium.

~~Additionally, the NE trending faults appear~~Current toExploration ~~control these collapse zones as well as disrupt and offset the favorable host rocks.~~Activities

~~There~~Mapping isand reconnaissance awork ~~narrow~~was ~~zone~~conducted ofin ~~detectable~~late ~~gold~~2011 and early 2012 and identified collapse breccia features which ~~also~~have ~~parallels~~been ~~that~~recently ~~trend~~identified ~~and~~in isassociation with ~~similar~~major toCarlin-type ~~other~~sediment hosted gold- ~~bearing~~deposits ~~contour~~at ~~zones~~Cortez inHills. ~~the~~Previous work ~~north~~by Timberline Resources mineralization was within collapse breccia zones. Gold is also associated with collapse breccia at the:

~~Barium~~Meikle shows a distinct anomalous zone in the new data that lies along the east side of the arsenic values and suggests zoning. This is what would be expected due to the barite associated with the gold deposits at Archimedes (Barrick-Ruby Hill) and the Lookout Pit (Timberline).Mine
~~Silver~~ ~~and~~Rain antimony do not appear to be significant relative to the collapse breccia features. However, recontouring the silver and antimony did indicate some distinct zoning peripheral to the magnetic high which Wright interpreted as a shallow intrusive on the east side of the project.Mine
~~Gold~~Railroad indistrict ~~rock chip sampling also is correlative with the magnetically indicated intrusive margin. Although not spectacular~~ in ~~their magnitude,~~ the ~~data~~southern ~~are~~Carlin very encouraging because all of the samples had detectable gold with a high value of 0.052 ppm Au. Most of the samples were collected from areas with a preponderance of jasperoid as subcrop or large boulders. These data are interpreted as representative of nearby bedrock rather than transported boulders or colluvium.Trend

~~Current~~An ~~Exploration~~additional ~~Activities~~72 soil samples were collected to help delineate the possible extension of the collapse breccia zones on the Golden Snow Project. Fourteen rock samples were collected to help characterize the area around the magnetically indicated intrusive.

~~Mapping~~ Our ~~and~~consulting ~~reconnaissance~~geologist ~~work~~recommends ~~was conducted~~three inreverse ~~late~~circulation ~~2011~~drill ~~and~~holes ~~early~~for ~~2012~~a ~~and~~total ~~identified~~of ~~collapse~~3,000 ~~breccia~~feet ~~features~~are ~~which~~proposed ~~have~~based ~~been~~on the ~~recently~~compilation ~~identified~~and inevaluation ~~association~~of ~~with~~the ~~major Carlin-type~~data. ~~sediment~~Two ~~hosted~~of ~~gold~~these ~~deposits~~holes atwill ~~Cortez~~test ~~Hills.~~likely locations ~~Previous~~for ~~work~~gold-bearing bycollapse ~~Timberline~~breccias. ~~Resources~~The ~~mineralization~~third ~~was~~hole ~~within~~will ~~collapse~~test adjacent ~~breccia~~to ~~zones.~~the ~~Gold~~probable isintrusive ~~also~~indicated ~~associated~~by ~~with~~the ~~collapse~~ground ~~breccia~~magnetic atdata. ~~the:~~

~~· Meikle Mine~~8

·The ~~Rain~~proposed ~~Mine~~drill program would cost approximately $175,000, summarized as follows:

· Railroad district in the southern Carlin Trend

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

AnCompliance ~~additional~~with 72Government soil samples were collected to help delineate the possible extension of the collapse breccia zones on the Golden Snow Project. Fourteen rock samples were collected to help characterize the area around the magnetically indicated intrusive.Regulations

~~Our~~Exploration ~~consulting geologist~~and ~~recommends~~development ~~three~~activities ~~reverse~~are ~~circulation~~all ~~drill~~subject ~~holes~~to ~~for~~stringent anational, ~~total~~state ofand ~~3,000~~local regulations. All ~~feet~~permits ~~are~~for ~~proposed~~exploration ~~based~~and ontesting ~~the~~must ~~compilation~~be ~~and~~obtained ~~evaluation~~through the local Bureau of Land Management (“BLM”) offices of the ~~data~~Department of Interior in the State of Nevada. The ~~Two~~granting of ~~these~~permits ~~holes~~requires ~~will~~detailed applications ~~test~~and ~~likely~~filing ~~locations~~of ~~for~~a ~~gold-bearing~~bond ~~collapse~~to ~~breccias~~cover the reclamation of areas of exploration. From ~~The~~time ~~third~~to ~~hole~~time, ~~will~~an ~~test~~archaeological ~~adjacent~~clearance may need to be obtained prior to ~~the~~proceeding ~~probable~~with ~~intrusive~~any ~~indicated~~exploration byprograms.We ~~the~~plan ~~ground~~to ~~magnetic~~secure all ~~data~~necessary permits for any future exploration.

8We have to apply for and receive permits from the BLM to conduct drilling activities on BLM administered lands. Mining operations are regulated by the Mine and Safety Health Administration (“MSHA”). MSHA inspectors periodically visit projects to monitor health and safety for the workers, and to inspect equipment and installations for code requirements. Workers must have completed MSHA safety training and must take refresher courses annually when working on a project. A safety officer for the project should also on site.

~~The~~Other ~~proposed drill program would cost~~regulatory ~~approximately~~requirements ~~$175,000,~~monitor ~~summarized~~the ~~as follows~~following:

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

(i)

Explosives and explosives handling.

~~Compliance~~(ii) ~~with~~Use ~~Government~~and ~~Regulations~~occupancy of site structures associated with mining.

Exploration and development activities are all subject to stringent national, state and local regulations. All permits for exploration and testing must be obtained through the local Bureau of Land Management (~~“BLM”~~iii) ~~offices~~Hazardous ofmaterials ~~the Department of Interior in the State of Nevada. The granting of permits requires detailed applications~~ and ~~filing~~waste ~~of a bond to cover the reclamation of areas of exploration~~disposal. ~~From time to time, an archaeological clearance may need to be obtained prior to proceeding with any exploration programs.We plan to secure all necessary permits for any future exploration.~~

~~We have to apply for and receive permits from the BLM to conduct drilling activities on BLM administered lands. Mining operations are regulated by the Mine and Safety Health Administration~~ (~~“MSHA”~~iv). ~~MSHA~~State ~~inspectors~~Historic ~~periodically~~site ~~visit projects to monitor health and safety for the workers, and to inspect equipment and installations for code requirements~~preservation. ~~Workers must have completed MSHA safety training and must take refresher courses annually when working on a project. A safety officer for the project should also on site.~~

~~Other~~(v) ~~regulatory~~Archaeological ~~requirements~~and ~~monitor the~~paleontological ~~following:~~finds associated with mining.

~~(i)~~We ~~Explosives~~believe that we are in compliance with all laws and ~~explosives~~plan ~~handling~~to continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect its business operations. There is however no assurance that any change in government regulation in the future will not adversely affect our business operations.

~~(ii) Use and occupancy of site structures associated with mining.~~9

~~(iii)~~Each ~~Hazardous~~year ~~materials~~we must pay a maintenance fee of $140 per claim to the Nevada State Office of the Bureau of Land Management and ~~waste~~on ~~disposal~~September 1 of each year we must file an affidavit and Notice of Intent to Hold the claims in Mineral County. With respect to the Golden Snow Project, we have paid the required maintenance fees and filed the affidavits required in order to extend the claims to August 31, 2014.

~~(iv)~~Compliance ~~State~~with ~~Historic~~Environmental ~~site preservation.~~Regulation

~~(v)~~We ~~Archaeological~~will have to sustain the cost of reclamation and ~~paleontological~~environmental ~~finds~~remediation ~~associated~~for ~~with~~all exploration ~~mining~~work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event that a potentially economic deposit is discovered.

WePrior ~~believe~~to undertaking ~~that~~mineral exploration activities, we ~~are~~must inmake ~~compliance~~application ~~with~~for a ~~all~~permit, ~~laws~~if ~~and~~we ~~plan~~anticipate todisturbing ~~continue~~land. A topermit ~~comply~~is ~~with~~issued ~~the~~after ~~laws~~review of a complete and satisfactory application. We do not anticipate any difficulties in ~~the~~obtaining ~~future~~a permit, if needed. If Wewe ~~believe~~enter ~~that~~the ~~compliance~~production ~~with~~phase, the cost of complying with permit and regulatory environment laws will ~~not~~be ~~adversely~~greater ~~affect~~because ~~its~~the ~~business~~impact ~~operations.~~on ~~There~~the project area is ~~however~~greater. Permits noand ~~assurance~~regulations will ~~that~~control ~~any~~all ~~change~~aspects inof ~~government~~the ~~regulation~~production inprogram if the ~~future~~project ~~will~~continues ~~not~~to ~~adversely~~that ~~affect~~stage. Examples ~~our~~of ~~business~~regulatory ~~operations.~~requirements include:

9(i) Water discharge will have to meet drinking water standards;

~~Each~~(ii) ~~year~~Dust wegeneration ~~must~~will pay a maintenance fee of $140 per claim to the Nevada State Office of the Bureau of Land Management and on September 1 of each year we must file an affidavit and Notice of Intent to Hold the claims in Mineral County. With respect to the Golden Snow Project, we have ~~paid the required maintenance fees and filed the affidavits required in order~~ to ~~extend~~be ~~the~~minimal ~~claims~~or tootherwise ~~August 31, 2012.~~re-mediated;

~~Compliance~~(iii) Dumping of material on the surface will have to be re-contoured and re-vegetated with ~~Environmental~~natural ~~Regulation~~vegetation;

We(iv) ~~will~~An ~~have~~assessment ~~to sustain the cost~~ of ~~reclamation and environmental remediation for~~ all ~~exploration~~material ~~work undertaken. Both reclamation and environmental remediation refer~~ to ~~putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must~~ be ~~cleaned~~left upon ~~and renewed along standard guidelines outlined in~~ the ~~usual~~surface ~~permits.~~will ~~Reclamation~~need ~~is the process of bringing the land back~~ to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be ~~undertaken~~environmentally beyond completion of the recommended work program. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event that a potentially economic deposit is discovered.benign;

~~Prior~~(v) toGround ~~undertaking~~water ~~mineral~~will ~~exploration activities,~~have weto ~~must~~be ~~make~~monitored ~~application~~ for ~~a permit, if we anticipate disturbing land. A permit is issued after review of a complete and satisfactory application. We do not anticipate~~ any ~~difficulties~~potential in obtaining a permit, if needed. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:contaminants;

(ivi) ~~Water~~The ~~discharge~~socio-economic impact of the project will have to ~~meet~~be ~~drinking~~evaluated ~~water~~and ~~standards~~if deemed negative, will have to be re-mediated; and

(iivii) ~~Dust~~There ~~generation~~ will have to be ~~minimal~~an orimpact ~~otherwise~~report ~~re-mediated;~~of the work on the local fauna and flora including a study of potentially endangered species.

~~(iii) Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;~~Competition

~~(iv)~~We Anare ~~assessment~~an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of ~~all~~new ~~material~~mineral properties. Many toof the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be ~~left~~able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the ~~surface~~targeting ~~will~~and exploration ~~need~~of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective beinvestors ~~environmentally~~who ~~benign;~~may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

~~(v) Ground water will have to be monitored for any potential contaminants;~~Employees

~~(vi)~~We ~~The~~have ~~socio-economic~~no employees ~~impact~~as of the ~~project~~date ~~will~~of ~~have~~this toAnnual beReport ~~evaluated~~on Form 10-K other than our sole executive officer and ifdirector. We ~~deemed~~conduct ~~negative,~~our ~~will~~business ~~have~~largely tothrough agreements bewith ~~re-mediated;~~consultants and arms-length third parties.

~~(vii) There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.~~10

~~Competition~~Research And Development Expenditures

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have ~~greater~~not ~~financial~~incurred ~~and technical~~any ~~resources~~research ~~than~~expenditures wesince do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ~~ability to finance further exploration and to achieve~~ ~~the financing necessary for us to develop our mineral properties~~incorporation.

~~Employees~~Patents And Trademarks

We ~~have~~do nonot ~~employees~~own, aseither oflegally ~~the~~or ~~date~~beneficially, ~~of this~~any ~~Annual~~patent ~~Report on Form 10-K other than our sole executive officer and director. We conduct our business largely through agreements~~or ~~with consultants and arms-length third parties~~trademark.

10ITEM 1A. RISK FACTORS.

~~Research~~The ~~And~~following ~~Development~~are ~~Expenditures~~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.

WeIf ~~have~~we do not ~~incurred~~obtain ~~any research expenditures~~additional ~~since~~financing, our ~~incorporation~~business will fail.

~~Patents~~As ~~And~~at ~~Trademarks~~April 30, 2013, we had cash on hand of $716. 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.

WeObtaining dofinancing ~~not~~would ~~own,~~be ~~either~~subject ~~legally~~to ora ~~beneficially~~number of factors outside of our control, including market conditions and additional ~~any~~costs ~~patent~~and expenses that might exceed current estimates. These factors may make the timing, amount, terms or ~~trademark~~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.

~~ITEM~~We ~~1A.~~have ~~RISK~~yet ~~FACTORS~~to attain profitable operations and because we will need to obtain financing to continue our business operations, our accountants believe that there is substantial doubt about our ability to continue as a going concern.

~~The~~We ~~following~~have ~~are~~incurred ~~some~~a net loss of $2,385,215 for the ~~important factors~~period ~~that~~from ~~could~~February ~~affect~~20, ~~our~~2001 ~~financial~~(inception) to ~~performance~~April or30, ~~could~~2013 ~~cause~~and ~~actual~~have ~~results~~no revenues to ~~differ~~date. ~~materially~~Our ~~from~~future ~~estimates~~is ~~contained in~~dependent upon our ~~forward-looking~~ability ~~statements~~to obtain financing. Our Weauditors ~~may~~have ~~encounter~~expressed ~~risks~~substantial indoubt ~~addition~~about our ability to ~~those~~continue ~~described~~as ~~below.~~a ~~Additional~~going ~~risks~~concern given our accumulated losses and ~~uncertainties~~working ~~not~~capital ~~currently~~deficiency. This ~~known~~opinion could materially limit our ability to ~~us,~~raise additional funds by issuing new debt or ~~that~~equity wesecurities ~~currently~~or ~~deem~~otherwise. If we fail to beraise ~~immaterial~~sufficient capital, ~~may~~we ~~also~~will ~~impair~~not orbe ~~adversely~~able ~~affect~~to complete our business plan. As a result, ~~financial condition~~we ormay ~~results~~have ofto ~~operation~~liquidate our business and investors may lose their investment.

IfWe wemay doconduct ~~not~~further ~~obtain~~offerings ~~additional~~in the ~~financing,~~future ~~our~~in ~~business~~which case investors’ shareholdings will ~~fail~~ be diluted.

AsSince our inception, we have relied on equity sales of ~~April~~our ~~30,~~common ~~2012,~~stock weto ~~had~~fund ~~$69,157~~our ~~cash~~operations. We may conduct additional onequity ~~hand~~offerings ~~and~~in athe ~~working~~future ~~capital~~to ~~deficit~~finance ofany ~~$223,480~~future business projects that we decide to undertake. ~~Our~~If ~~plan~~common ofstock ~~operation~~is ~~calls~~issued in return for ~~significant~~additional ~~expenses~~funds, the inprice ~~order~~per share could be lower than that paid by our current stockholders. We anticipate continuing to ~~meet~~rely on equity sales of our ~~obligations~~common stock in order ~~under~~to ~~the~~fund ~~Earn-In~~our ~~Agreement~~business operations. ~~There~~If iswe noissue ~~guarantee~~additional ~~that~~stock, weinvestors’ percentage interest in us will ~~exercise~~be ~~our~~diluted. ~~option~~The result of this could reduce the value of their stock.

WeBecause doof ~~not have other financing arrangements in place. We will require additional financing to meet out our obligations under~~ the ~~Earn-in~~unique ~~Agreement.~~difficulties ~~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~~uncertainties ~~current~~inherent ~~estimates.~~in ~~These~~mineral ~~factors~~exploration ~~may make the timing~~ventures, ~~amount, terms or conditions of financing unavailable to us in which case~~ we ~~will~~face bea ~~unable~~high torisk ~~complete our plan~~ of ~~operation on our mineral property and to meet our obligations under our Earn-In~~ ~~Agreement~~business failure.

WeInvestors ~~have~~should ~~yet~~be toaware ~~earn~~of ~~revenue~~the difficulties normally encountered by new mineral exploration companies and ~~our~~the high rate of ~~ability~~failure toof ~~sustain~~such ~~our~~enterprises. The ~~operations~~likelihood isof ~~dependent~~success onmust ~~our~~be ~~ability~~considered toin light ~~raise~~of ~~financing.~~the Asproblems, aexpenses, ~~result~~difficulties, ~~our~~complications ~~accountants~~and ~~believe~~delays encountered ~~there~~in isconnection with the exploration of the mineral properties that ~~substantial~~we ~~doubt~~plan ~~about~~to ~~our~~undertake. These ~~ability~~potential problems include, but are not limited to, ~~continue~~unanticipated asproblems arelating ~~going~~to ~~concern~~exploration, and additional costs and expenses that may exceed current estimates.

We have a cumulative net loss of $2,221,875 for the period from our inception to April 30, 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. Investors should consider our former auditor's comments when determining if an investment in us is suitable.11

~~Because~~We ofhave ~~the~~no ~~unique~~known ~~difficulties and~~mineral ~~uncertainties~~reserves ~~inherent~~and if inwe ~~mineral~~cannot ~~exploration~~find ~~ventures~~any, we ~~face~~will ahave ~~high~~to ~~risk~~cease ~~of business failure~~operations.

~~Investors~~We ~~should~~have beno ~~aware~~mineral ofreserves. If ~~the~~we ~~difficulties~~do not find a ~~normally~~mineral ~~encountered~~reserve bycontaining ~~new~~gold ~~mineral~~or ~~exploration~~if ~~companies~~we ~~and~~cannot explore the ~~high~~mineral ~~rate~~reserve, either ofbecause ~~failure~~we ofdo ~~such~~not ~~enterprises.~~have ~~The~~the ~~likelihood~~money ~~of success~~to ~~must~~do beit ~~considered~~or inbecause ~~light~~it ofwill ~~the~~not ~~problems,~~be economically ~~expenses,~~feasible ~~difficulties~~to do it, ~~complications~~we ~~and~~will ~~delays~~have ~~encountered~~to incease ~~connection with~~operations ~~the~~and ~~exploration~~you ofwill lose ~~the~~your ~~mineral~~investment. Mineral ~~properties~~exploration, ~~that~~particularly wefor ~~plan~~gold, tois ~~undertake~~highly speculative. It ~~These~~involves ~~potential~~many ~~problems~~risks ~~include,~~and ~~but~~is ~~are~~often ~~not~~non-productive. Even ~~limited~~if we ~~to,~~are ~~unanticipated~~able ~~problems~~to ~~relating~~find tomineral ~~exploration,~~reserves ~~and~~on ~~additional~~our ~~costs~~properties, ~~and~~our ~~expenses~~production ~~that~~capability is ~~may~~subject ~~exceed~~to ~~current~~further ~~estimates.~~risks including:

We- ~~have~~Costs noof ~~known~~bringing ~~mineral~~the ~~reserves~~property into production including exploration work, preparation of production feasibility studies, and if weconstruction ~~cannot~~of ~~find~~production ~~any~~facilities, weall ~~will~~of which we have tonot ~~cease~~budgeted ~~operations~~for; - Availability and costs of financing; - Ongoing costs of production; and - Environmental compliance regulations and restraints.

WeThe ~~have~~marketability noof ~~mineral~~any ~~reserves.~~minerals Ifacquired ~~we do~~or ~~not~~discovered ~~find~~may abe ~~mineral~~affected ~~reserve~~by ~~containing~~numerous ~~gold~~factors orwhich ifare webeyond ~~cannot~~our ~~explore~~control ~~the mineral reserve, either because we do not have the money~~and towhich docannot ~~it or because it will not~~ be ~~economically~~accurately ~~feasible~~predicted, tosuch doas itmarket fluctuations, wethe ~~will~~lack ~~have~~of milling tofacilities ~~cease operations~~ and ~~you~~processing ~~will~~equipment ~~lose~~near ~~your~~our ~~investment. Mineral~~mineral ~~exploration~~properties, ~~particularly for gold, is highly speculative. It involves many risks~~ and ~~is often non-productive. Even if~~ wesuch ~~are~~other ~~able~~factors toas ~~find~~government ~~mineral~~regulations, ~~reserves~~including onregulations ~~our~~relating ~~properties,~~to allowable ~~our~~ production, ~~capability~~importing isand ~~subject~~exporting toof ~~further~~minerals, ~~risks~~and ~~including:~~environmental protection.

11Given 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 ~~Costs~~if ofwe ~~bringing~~discover ~~the~~proven ~~property~~reserves ~~into production including exploration work, preparation~~ of precious ~~production~~metals ~~feasibility~~on ~~studies,~~our ~~and~~mineral ~~construction of production facilities~~properties, ~~all~~we ofmay ~~which~~not webe ~~have~~able ~~not~~to ~~budgeted~~successfully commence ~~for;~~commercial production.

-Our ~~Availability~~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 ~~Ongoing~~face ~~costs~~significant ofcompetition ~~production;~~in ~~and~~the mineral exploration industry.

-We ~~Environmental~~compete ~~compliance~~with ~~regulations~~other mining and ~~restraints~~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.

~~The~~There ~~marketability~~is ofno ~~any~~assurance ~~minerals~~that ~~acquired or~~we ~~discovered~~will ~~may~~ be ~~affected~~able byto comply ~~numerous~~with ~~factors which are beyond~~ our ~~control~~obligations ~~and~~under ~~which cannot be accurately predicted, such as market fluctuations,~~ the ~~lack~~Earn-In 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 protectionAgreement.

~~Given~~In ~~the~~order ~~above~~comply ~~noted~~with ~~risks,~~our ~~the~~obligations ~~chances~~under the ofEarn-In ~~finding~~Agreement ~~reserves~~we onare ~~our~~required ~~mineral~~to ~~properties~~make ~~are~~a ~~remote~~series of cash payments and ~~funds~~meet the ~~expended~~annual onclaim ~~exploration~~maintenance fees. In order to meet these payments we will need ~~likely~~to beobtain ~~lost~~substantial financing. If we are unable to meet these payments, we will lose our options to acquire these properties.

~~Even if we discover proven reserves of precious metals on our mineral properties, we may not be able to successfully commence commercial production.~~12

~~Our~~Because ~~mineral properties do not contain any known bodies of ore. If~~ our ~~exploration~~sole ~~programs~~director ~~are successful in discovering proven reserves on our mineral properties,~~and weexecutive ~~will~~officer ~~require~~does 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~~formal ~~funds~~training tospecific ~~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,~~technicalities ~~terms or conditions~~ of ~~additional~~mineral ~~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 higher risk that ~~we will~~our ~~not~~business bewill ~~able to obtain such financing as and when needed~~fail.

WeHoward ~~face~~Thomson, ~~significant~~our ~~competition~~sole indirector 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.

WeBecause ~~compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with~~ the ~~acquisition~~prices of ~~mineral exploration~~metals ~~claims~~fluctuate, ~~and~~if ~~leases on precious metal prospects and in connection with~~ the price ~~recruitment and retention~~ of ~~qualified~~metals ~~personnel. There~~for iswhich ~~significant~~we ~~competition~~are ~~for~~exploring ~~precious~~decreases ~~metals~~below ~~and, as~~ a ~~result~~specified level, it we may no longer be ~~unable~~profitable to ~~acquire~~explore anfor ~~interest~~those inmetals ~~attractive~~and ~~mineral exploration properties on terms~~ we ~~consider~~will ~~acceptable on a continuing basis~~cease operations.

~~There~~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 noimpossible ~~assurance~~for ~~that~~us weto ~~will~~predict. In beaddition, ~~able~~the prices of precious metals are sometimes subject to ~~comply~~rapid short-term ~~with~~and/or ~~our~~prolonged ~~obligations~~changes ~~under~~because of speculative activities. The current demand for and supply of these metals affect the ~~Earn-In~~metal ~~Agreement~~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.

InThe ~~order~~quotation ~~comply~~price ~~with~~of our ~~obligations under~~common ~~the~~stock ~~Earn-In~~may ~~Agreement~~be wevolatile, ~~are~~with ~~required to make a series of cash payments and meet~~ the ~~annual~~result ~~claim~~that ~~maintenance~~an ~~fees.~~investor Inmay ~~order~~not ~~to meet~~be ~~these~~able ~~payments we will need~~ to ~~obtain~~sell any ~~substantial~~shares ~~financing.~~acquired Ifat wea ~~are~~price ~~unable~~equal to ~~meet~~or ~~these~~greater ~~payments,~~than wethe ~~will~~price ~~lose~~paid ~~our~~by ~~options~~the ~~to acquire these properties~~investor.

~~Because~~Our ~~our~~common ~~sole~~shares ~~director~~are ~~and~~quoted ~~executive~~on the OTC Markets ~~officer~~under ~~does~~the ~~not~~symbol "TVER”. Companies quoted on the OTC Markets have traditionally ~~formal~~experienced ~~training~~extreme ~~specific~~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 ~~technicalities~~market price of ~~mineral~~our ~~exploration,~~common ~~there~~stock. As isa result of this potential volatility and potential lack of a ~~higher~~trading ~~risk~~market, ~~that~~an investor may not be able to sell any of our ~~business~~common stock that they acquire at a price equal or greater than the price ~~will~~paid ~~fail.~~by the investor.

~~Howard~~Because ~~Thomson,~~ our ~~sole~~stock ~~director~~is ~~and~~a ~~executive~~penny ~~officer~~stock, ~~does~~shareholders ~~not~~will ~~have~~be ~~any~~more ~~formal~~limited ~~training as a geologist or~~ in ~~the~~their ~~technical~~ability ~~aspects of managing a mineral exploration company. Mr. Thomson’s lack of expertise could cause irreparable harm~~ to ~~our~~sell ~~operations, earnings, and ultimate financial~~their ~~success could suffer irreparable harm due to management's lack of experience in this industry~~stock.

12The 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:

~~Because~~1. ~~the~~contains ~~prices~~a description of ~~metals~~the ~~fluctuate, if~~nature ~~the~~and ~~price~~level of ~~metals~~risk ~~for~~in ~~which~~the wemarket ~~are~~for ~~exploring~~penny ~~decreases~~stocks ~~below~~in aboth ~~specified~~public ~~level,~~offerings ~~it may no longer be profitable to explore for those metals~~ and wesecondary ~~will cease operations.~~trading;

~~Prices~~2. ofcontains ~~metals~~a ~~are~~description ~~determined by such factors as expectations for inflation, the strength~~ of the ~~United~~broker’s ~~States~~or ~~dollar,~~dealer’s ~~global~~duties ~~and~~to ~~regional~~the ~~supply~~customer and ~~demand, and political and economic conditions and production costs in metals producing regions~~ of the ~~world.~~rights ~~The~~and ~~aggregate~~remedies ~~effect~~available ~~of these factors on metal prices is impossible for us~~ to ~~predict. In addition,~~ the ~~prices~~customer ofwith ~~precious~~respect ~~metals~~to ~~are~~a ~~sometimes~~violation ~~subject~~ to ~~rapid~~such ~~short-term and/~~duties 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.~~requirements ~~The supply~~ of ~~these~~securities 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.laws;

~~We may conduct further offerings in the future in which case investors’ shareholdings will be diluted.~~13

~~Since~~3. ~~our~~contains ~~inception~~a brief, weclear, ~~have~~narrative ~~relied~~description ~~on equity sales~~ of ~~our~~a ~~common~~dealer ~~stock~~market, toincluding ~~fund~~bid ~~our~~and ~~operations.~~ask Weprices ~~may~~for ~~conduct~~penny ~~further~~stocks ~~equity~~and ~~offerings in~~ the ~~future~~significance toof ~~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~~spread ~~per~~between 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~~bid ofand ~~existing~~ask ~~shareholders will be diluted.~~price;

~~The~~4. ~~quotation~~contains ~~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~~toll-free ~~equal~~telephone tonumber orfor ~~greater~~inquiries ~~than the~~on ~~price~~disciplinary ~~paid by the investor.~~actions;

~~Our~~5. ~~common~~defines ~~shares~~significant ~~are~~terms ~~quoted~~in on the ~~OTCBB under~~disclosure ~~the~~document 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~~in 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~~conduct ~~price~~ of ~~our common stock. As a result of this potential volatility and potential lack of a~~ trading ~~market,~~in anpenny ~~investor~~stocks; ~~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.~~and

~~Because~~6. ~~our~~contains ~~stock~~such other information and is ain ~~penny~~such ~~stock~~form, ~~shareholders~~ ~~will~~including belanguage, ~~more~~type, ~~limited~~size inand ~~their~~format, ~~ability~~as tothe ~~sell~~SEC ~~their~~shall ~~stock~~require by rule or regulation.

The ~~SEC has adopted rules that regulate~~ broker-dealer ~~practices~~also inmust ~~connection~~provide, prior ~~with~~to ~~transactions~~effecting inany ~~penny~~transaction ~~stocks.~~in ~~Penny~~a ~~stocks~~penny ~~are~~stock, ~~generally~~the ~~equity~~customer ~~securities~~ with: (a) ~~price~~bid ofand ~~less~~offer ~~than~~quotations ~~$5.00,~~for ~~other~~the ~~than~~penny ~~securities~~stock; ~~registered~~(b) onthe ~~certain~~compensation ~~national~~of ~~securities~~the broker-dealer ~~exchanges~~and orits ~~quoted~~salesperson onin the ~~Nasdaq~~transaction; ~~system,~~(c) the number of shares ~~provided~~to ~~that~~which ~~current~~such ~~price~~bid and ~~volume~~ask ~~information~~prices ~~with~~apply, ~~respect~~or toother ~~transactions~~comparable ininformation relating ~~such~~to ~~securities~~the isdepth ~~provided~~and byliquidity of the ~~exchange or~~market ~~quotation~~for ~~system.~~such ~~Because~~stock; ~~our~~and ~~securities~~(d) ~~constitute~~a monthly ~~“penny~~account ~~stocks”~~statements ~~within~~showing the ~~meaning~~market value of each penny stock held in the ~~rules~~customer’s account. In addition, the penny stock rules ~~apply~~require that prior to usa ~~and~~transaction toin ~~our~~a ~~securities.~~penny ~~The~~stock ~~rules~~not ~~may~~otherwise ~~further~~exempt ~~affect~~from ~~the~~those ~~ability~~rules; ofthe broker-dealer ~~owners~~must ofmake ~~shares~~a tospecial ~~sell~~written ~~our~~determination ~~securities~~that inthe ~~any~~penny ~~market~~stock is ~~that~~a ~~might~~suitable ~~develop~~investment for ~~them.~~the Aspurchaser ~~long~~and asreceive the ~~trading~~purchaser’s ~~price~~written acknowledgment of ~~our~~the ~~common~~receipt ~~stock~~of isa ~~less~~risk ~~than~~disclosure ~~$5.00 per share~~statement, ~~the~~a ~~common stock will~~written beagreement ~~subject~~ to ~~Rule~~transactions ~~15g-9~~involving ~~under~~penny ~~the~~stocks, ~~Exchange~~and ~~Act.~~a ~~The~~signed ~~penny~~and ~~stock~~dated ~~rules~~copy of ~~require~~ a ~~broker-dealer,~~written ~~prior~~suitably tostatement. These adisclosure ~~transaction~~requirements inmay ahave ~~penny~~the ~~stock,~~effect toof ~~deliver~~reducing athe ~~standardized~~trading ~~risk~~activity ~~disclosure~~in ~~document~~the ~~prepared~~secondary bymarket ~~the~~for ~~SEC,~~our ~~that:~~stock.

1ITEM 2. ~~contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;~~PROPERTIES.

2.We ~~contains~~rent aoffice space ~~description~~at ofSuite ~~the~~201, ~~broker’s~~810 orPeace ~~dealer’s~~Portal ~~duties~~Drive, toBlaine, ~~the~~WA 98230, ~~customer~~at ~~and~~a cost of ~~the~~$1,500 per ~~rights~~year. ~~and~~This ~~remedies~~rental ~~available~~is toon ~~the customer with respect to~~ a ~~violation~~ month-to-month ~~such~~basis ~~duties~~without ora ~~other~~formal ~~requirements~~contract. ~~of securities laws;~~

13Our mineral property is discussed in detail above under the heading “ITEM 1. BUSINESS”.

ITEM 3. ~~contains~~LEGAL ~~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;~~PROCEEDINGS.

4. ~~contains~~We are not a ~~toll-free~~party ~~telephone~~to ~~number~~any ~~for~~other ~~inquiries~~legal onproceedings ~~disciplinary~~and, ~~actions;~~to our knowledge, no other legal proceedings are pending, threatened or contemplated.

5ITEM 4. ~~defines~~MINE ~~significant~~SAFETY ~~terms in the disclosure document or in the conduct of trading in penny stocks; and~~DISCLOSURES.

6. ~~contains~~We ~~such~~are ~~other~~not ~~information~~a ~~and~~party isto inany ~~such~~other ~~form,~~legal ~~including~~proceedings ~~language~~and, ~~type,~~to ~~size~~our ~~and format~~knowledge, asno other ~~the~~legal ~~SEC~~proceedings ~~shall~~are ~~require~~pending, bythreatened ~~rule~~ or ~~regulation~~contemplated.

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.14

~~ITEM 2. PROPERTIES.~~PART II

~~Our~~MARKET ~~mineral property is discussed in detail above under the heading “ITEM 1. BUSINESS”.~~INFORMATION

~~ITEM~~Our 3.shares ~~LEGAL~~are ~~PROCEEDINGS~~quoted on the OTC Markets Pink Sheets under the symbol “TVER”. The high and the low prices for our shares for each quarter of our last two fiscal years of actual trading were:

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

Quarter Ended	High	Low
Fiscal Year 2013
April 30, 2013	$0.07	$0.045
January 31, 2013	$0.045	$0.035
October 31, 2012	$0.06	$0.051
July 31, 2012	$0.045	$0.01

Fiscal Year 2012
April 30, 2012	$0.02	$0.02
January 31, 2012	$0.06	$0.023
October 31, 2011	$0.125	$0.03
July 31, 2011	$0.09	$0.04

14Quotations provided by the OTC Markets Pink Sheets reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions. The high and low price information provided above was obtained from Stockwatch. The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

~~PART~~REGISTERED HOLDERS IIOF OUR COMMON STOCK

~~ITEM~~As 5of August 13, 2013, there were one hundred and forty one (141) registered holders of our common stock. We ~~MARKET~~believe ~~FOR~~that ~~REGISTRANT’S~~a ~~COMMON~~large number ~~EQUITY,~~of ~~RELATED~~stockholders ~~STOCKHOLDER~~hold ~~MATTERS~~stock ~~AND~~on ~~ISSUER~~deposit ~~PURCHASES~~with OFtheir ~~EQUITY~~brokers ~~SECURITIES~~or investment bankers registered in the name of stock depositories.

~~MARKET INFORMATION~~DIVIDENDS

~~Our~~We ~~shares~~have ~~are~~not declared ~~quoted~~any dividends on ~~the~~our ~~OTC~~common ~~Bulletin~~stock since our inception. There are no ~~Board~~dividend ~~under~~restrictions ~~the~~that ~~symbol~~limit ~~“TVER”~~our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. Chapter ~~The~~78 ~~high~~of ~~and~~the Nevada Revised Statutes (the ~~low~~“NRS”), ~~prices~~does ~~for~~provide certain limitations on our ~~shares~~ability to ~~for~~declare ~~each~~dividends. Section ~~quarter~~78.288 of ~~our~~Chapter ~~last~~78 ~~two~~of ~~fiscal~~the NRS prohibits us ~~years~~from ofdeclaring ~~actual~~dividends ~~trading~~where, ~~were~~after giving effect to the distribution of the dividend:

Quarter Ended	High		Low
Fiscal Year 2012
April 30, 2012	$	0.02	$	0.02
January 31, 2012	$	0.06	$	0.023
October 31, 2011	$	0.125	$	0.03
July 31, 2011	$	0.09	$	0.04
Fiscal Year 2011
April 30, 2011	$	0.13	$	0.0142
January 31, 2011	$	0.02	$	0.013
October 31, 2010	$	0.015	$	0.015
July 31, 2010	$	0.05	$	0.021

(a)	we would not be able to pay our debts as they become due in the usual course of business; or

~~Quotations~~(b) ~~provided~~except byas ~~the~~may ~~OTC~~be ~~Bulletin Board~~allowed ~~reflect~~by ~~inter-dealer~~our ~~prices~~Articles of Incorporation, ~~without~~our ~~retail~~total ~~mark-up,~~assets ~~markdown~~would orbe ~~commission~~less ~~and~~than ~~may~~the ~~not~~sum ~~represent~~of ~~actual~~our ~~transactions.~~total ~~The high~~liabilities ~~and~~plus ~~low~~the ~~price~~amount ~~information~~that ~~provided~~would ~~above~~be ~~was~~needed, ~~obtained~~if ~~from~~we ~~Stockwatch.~~were ~~The~~to ~~market~~be ~~quotations~~dissolved ~~provided~~at ~~reflect~~the ~~inter-dealer prices,~~time ~~without~~of ~~retail~~the ~~mark-up~~distribution, ~~markdown~~to orsatisfy ~~commission~~the ~~and~~preferential rights upon dissolution of stockholders who may ~~not~~have ~~represent~~preferential ~~actual~~rights ~~transactions~~and whose preferential rights are superior to those receiving the distribution.

~~REGISTERED~~We ~~HOLDERS~~have OFneither ~~OUR~~declared ~~COMMON~~nor ~~STOCK~~paid any cash dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance the expansion of our operations. Our board of directors will determine future declaration and payment of dividends, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

As of August 13, 2012, there were one hundred and forty one (141) registered holders of our common stock. We believe that a large number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.15

~~DIVIDENDS~~RECENT SALES OF UNREGISTERED SECURITIES

WeOther ~~have~~than ~~not declared any dividends on~~as ~~our~~disclosed ~~common~~in ~~stock since~~ our ~~inception.~~Quarterly ~~There~~Reports ~~are~~on noForm ~~dividend~~10-Q ~~restrictions~~and ~~that~~Current ~~limit~~Reports ~~our ability to pay dividends~~ on ~~our common~~Form ~~stock~~8-K, inwe ~~our~~did ~~Articles~~not ofcomplete ~~Incorporation~~any orsales ~~bylaws. Chapter 78~~ of ~~the~~unregistered ~~Nevada~~securities ~~Revised~~during ~~Statutes (~~the ~~“NRS”), does provide~~year ~~certain~~ended ~~limitations~~April ~~on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where~~30, ~~after giving effect to the distribution of the dividend:~~2013.

~~(a)~~ITEM we7. ~~would~~MANAGEMENT'S ~~not~~DISCUSSION beAND ~~able~~ANALYSIS toOF ~~pay~~FINANCIAL ~~our~~CONDITION ~~debts~~AND asRESULTS ~~they~~OF ~~become due in the usual course of business; or~~OPERATIONS.

~~(b)~~PLAN except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.OF OPERATION

WeDuring ~~have~~the ~~neither~~next ~~declared~~twelve ~~nor~~months, ~~paid~~we ~~any~~will be required to make a number ~~cash~~of ~~dividends~~payments onin ~~our~~order ~~capital~~to ~~stock~~maintain ~~and~~our dointerest ~~not~~to ~~anticipate~~acquire ~~paying~~a ~~cash~~75% ~~dividends~~interest in the Golden ~~foreseeable~~Snow ~~future~~Project. Under ~~Our~~the ~~current~~terms ~~policy is~~of our Earn-In Agreement, in order to keep ~~retain~~the ~~any~~Golden ~~earnings~~Snow Property in ~~order~~good standing, we are required: (i) to ~~finance~~pay to Pengram $75,000 being the ~~expansion~~amount ofpayable ~~our~~on ~~operations.~~June ~~Our~~30, ~~board~~2014; (ii) complete cumulative exploration expenditures of ~~directors~~$250,000 ~~will~~by ~~determine~~June ~~future~~30, ~~declaration~~2014; (iii) pay the Bureau of Land Management maintenance and ~~payment~~claim offees ~~dividends~~by September 1, if2014; and (iv) pay any, inadvance ~~light~~royalty ofpayments. If we are unable to make the ~~then-current~~payments to ~~conditions~~Claremont ~~they~~or ~~deem~~the ~~relevant~~Bureau ~~and~~of inLand ~~accordance~~Management ~~with~~we ~~the~~will ~~Nevada~~lose our interest in the ~~Revised~~Golden ~~Statutes~~Snow Property.

15As 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.

~~RECENT~~As ~~SALES~~at OFApril ~~UNREGISTERED~~30, ~~SECURITIES~~2013, we had $716 cash on hand. Accordingly, we have insufficient cash on hand to proceed with our exploration on the Golden Snow Project 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.

~~Other than as disclosed in our Quarterly~~RESULTS ~~Reports~~OF onOPERATIONS ~~Form 10-Q and Current Reports on Form 8-K, we did not complete any sales of unregistered securities during the year ended April 30, 2012.~~

~~ITEM~~Summary 7.of Year ~~MANAGEMENT'S~~End ~~DISCUSSION~~Results ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~

PLAN OF OPERATION

		Year Ended April 30,					Percentage Increase / (Decrease)
		2013			2012
Revenue	$	-		$	-		n/a
Operating Expenses		(165,996	)		(142,966	)	16.1%
Other Income (Expenses)		2,656			(2,656	)	(200.0%)
Net Income (Loss)	$	(163,340	)	$	(145,622	)	12.2%

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:Revenues

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

We have not earned any revenues since our inception. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties or if such deposits are discovered, that we will enter into further substantial exploration programs.

~~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:~~16

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

~~(b)~~The ~~pay~~major ~~the~~components ~~Bureau~~ of ~~Land~~our ~~Management~~expenses ~~maintenance~~for ~~and~~the ~~claim~~year ~~fees~~ended ofApril ~~approximately $17~~30,~~165~~ by2013 and ~~September~~2012 1,are ~~2012.~~outlined in the table below:

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.

		Year Ended April 30,				Percentage Increase / (Decrease)
		2013			2012
Operating Expenses:
Consulting fees	$	-		$	1,500	n/a
General and administrative		3,134			3,718	(15.7%)
Impairment of mineral property costs		-			2,500	(100.0%)
Management fees		30,000			30,000	0.0%
Mineral exploration costs		38,303			34,903	9.7%
Professional fees		69,148			61,747	12.0%
Transfer agent and regulatory fees		10,411			8,598	21.1%
Sub-total	$	165,996		$	142,966	16.1%
Other Expenses:
Interest expense		-			2,565	(100.0%)
Write-off of payables		(2,656	)		-	100.0%
Sub-total	$	(2,656	)	$	2,656	(200.0%)
Total Expenses	$	163,340		$	145,622	12.2%

16Our operating expenses increased from $142,966 during the year ended April 30, 2012, to $165,996, during the year ended April 30, 2013. The increase in our operating expenses is due to increases in mineral exploration costs, professional fees and transfer agent and regulatory fees. The increase in our operating expenses was partially offset by decreases in general and administrative expenses, and the fact that we recorded an impairment of mineral property costs during the year ended April 30, 2012.

AsMineral atexploration ~~April~~costs ~~30,~~primarily ~~2012,~~relate weto ~~had~~expenses ~~$69,157~~incurred ~~cash~~in onconnection ~~hand.~~with ~~Accordingly, we have insufficient cash on hand to satisfy~~ the ~~exploration expenditure requirements under the~~ Earn-In Agreement ~~and~~with ~~meet our ongoing operating costs~~Pengram. ~~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~~Professional fees OFprimarily ~~OPERATIONS~~relate to expenses incurred in connection with meeting our ongoing reporting obligations under the Exchange Act.

~~Summary~~Management fees consist of ~~Year~~amounts ~~End~~incurred ~~Results~~to our sole executive officer and director for his management consulting services.

	Year Ended April 30,						Percentage
	2012			2011			Increase / (Decrease)
Revenue	$	—		$	—			n/a
Expenses		(145,622	)		(97,195	)		49.8	%
Net Loss	$	(145,622	)	$	(97,195	)		49.8	%

LIQUIDITY AND CAPITAL RESOURCES

~~Revenues~~Cash Flows

		Year Ended April 30,
		2013			2012
Net Cash used in Operating Activities	$	(60,266	)	$	(117,802	)
Net Cash used in Investing Activities		(3,175	)		-
Net Cash provided by (used in) Financing Activities		(5,000	)		184,500
Net Increase in Cash During Period	$	(68,441	)	$	66,698

~~Operating Expenses~~17

~~The~~Working ~~major components of our expenses for the year ended April 30, 2012 and 2011 are outlined in the table below:~~Capital

		Year Ended April 30							Percentage
		At April 30, 2013			At April 30, 2012			Percentage Increase / (Decrease)
		2012				2011			Increase / (Decrease)
Current Assets	$	716		$	77,676			(99.1%)
Accounting		$	24,830			$	24,570			1.1	%
Current Liabilities		(186,211	)		(116,656	)		59.6%
Amortization			1,481				-			100.0	%
Working Capital Deficit	$	(185,495	)	$	(38,980	)		375.9%
Bank Charges			220				456			(51.8	)%
Consulting			1,500				5,500			(72.7	)%
Exploration Expense			3,850				-			100.0	%
Foreign Exchange Loss			905				-			100.0	%
Impairment Expense			2,500				-			100.0	%
Interest Expense			2,656				-			100.0	%
Legal			36,917				27,597			33.8	%
Office Administration			30,000				30,000			0.0	%
Property Maintenance			29,572				-			100.0	%
Regulatory Expenses/Fees			8,598				6,672			28.9	%
Rent			1,500				1,500			0.0	%
Telephone			900				900			0.0	%
Travel and Entertainment			193				-			100.0	%
Total Operating Expenses		$	145,622			$	97,195			49.8	%

~~Our~~We ~~operating~~had ~~expenses~~cash ~~increased from~~on ~~$97,195,~~hand ~~during~~of ~~the~~$716 ~~year~~and ~~ended~~a ~~April~~working ~~30,~~capital ~~2011,~~deficit toof $~~145~~185,~~622,~~495 ~~during~~as ~~the~~of ~~year ended~~ April 30, ~~2012. The increase in our operating~~2013 ~~expenses~~compared ~~is due~~ to ~~increases~~a inworking ~~accounting~~capital ~~expenses,~~deficit ~~amortization,~~of ~~exploration expense~~$38,980 ~~impairment~~as ~~expense,~~of ~~interest~~April ~~expense~~30, 2012. The ~~legal~~increase ~~fees,~~in ~~property~~our ~~maintenance~~working ~~expenses,~~capital ~~regulatory~~deficit ~~expenses,~~is ~~travel~~due ~~and~~to ~~entertainment~~an ~~expenses, and the recording of a foreign exchange loss. The~~ increase in ~~our~~accounts payable ~~operating~~and accrued expenses ~~was~~as ~~partially~~a ~~offset~~result byof ~~decreases~~our inlack ~~bank~~of ~~charges,~~capital ~~and~~to ~~consulting~~meet ongoing costs.

17Financing Requirements

~~Accounting~~Currently, ~~and~~we ~~legal~~do not ~~expenses~~have ~~primarily~~sufficient financial resources to meet our ongoing operating ~~relate~~expenditures. As such, our ability to ~~expenses~~complete ~~incurred~~our inplan ~~connection~~of ~~with~~operation ~~meeting~~is dependent upon our ~~ongoing~~ability ~~reporting~~to ~~obligations~~obtain ~~under~~additional financing in the ~~Exchange~~near ~~Act~~term.

~~Amortization,~~We ~~exploration, impairment~~anticipate ~~and~~continuing ~~property~~to ~~maintenance~~rely ~~expenses~~on ~~primarily~~equity ~~relate~~sales of our common shares in order to ~~expenses~~continue ~~incurred~~to fund our business operations. Issuances of additional shares will result in dilution ~~connection~~to ~~with~~our ~~the~~existing ~~Earn-In~~shareholders. ~~Agreement~~There ~~with~~is ~~Pengram~~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.

~~Office~~OFF-BALANCE ~~administration~~SHEET ~~expenses~~ARRANGEMENTS ~~consist of amounts incurred to our sole executive officer and director for his management consulting services.~~

~~LIQUIDITY~~We ~~AND~~have ~~CAPITAL~~no ~~RESOURCES~~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.

~~Cash~~CRITICAL ~~Flows~~ACCOUNTING POLICIES

	Year Ended April 30
	2012			2011
Net Cash used in Operating Activities	$	(117,802	)	$	(198,710	)
Net Cash used in Investing Activities		-			(25,000	)
Net Cash from Financing Activities		184,500			225,000
Net Increase in Cash During Period	$	66,698		$	1,290

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.

~~Working~~Our ~~Capital~~significant accounting policies are disclosed in Note 2 to the audited financial statements included in this Annual Report.

	At April 30, 2012			At April 30, 2011			Percentage Increase / (Decrease)
Current Assets	$	77,676		$	2,459			3,058.8	%
Current Liabilities		(301,156	)		(82,817	)		263.6	%
Working Capital Deficit	$	(223,480	)	$	(80,358	)		178.1	%

WeITEM ~~had cash on hand of $69,157 and a working capital deficit of $223,480 as of April 30, 2012 compared to a working capital deficit of $80,350 as of April 30, 2011~~8. ~~The~~FINANCIAL ~~increase in~~STATEMENTS ~~our~~AND ~~working~~SUPPLEMENTARY capital deficit is due to: (i) an increase in accounts payable and accrued expenses as a result of our lack of capital to meet ongoing costs; and (ii) the fact that we recorded stock subscriptions payable of $184,500DATA.

~~Financing~~Audited Financial ~~Requirements~~Statements for the Years Ended April 30, 2013 and 2012, including:

~~Currently~~1. Report of Saturna Group Chartered Accountants LLP; 2. Report of Sarna & Company, weCertified doPublic ~~not~~Accountants; ~~have~~3. ~~sufficient~~Balance ~~financial resources~~Sheets toas ~~meet~~at ~~our~~April ~~ongoing~~30, ~~operating~~2013 ~~expenditures~~and 2012; 4. AsStatements ~~such~~of Operations for the years ended April 30, ~~our~~2013 ~~ability~~and 2012 and the period from inception on February 20, 2001 to ~~complete~~April ~~our~~30, ~~plan~~2013; 5. Statements of ~~operation~~Changes isin ~~dependent~~Stockholders’ ~~upon our~~Equity ~~ability~~(Deficit) for the period from inception on February 20, 2001 to ~~obtain~~April ~~additional~~30, ~~financing~~2013; in7. Statements of Cash Flows for the ~~near~~years ~~term~~ended April 30, 2013 and 2012 and the period from inception on February 20, 2001 to April 30, 2013; and 8. Notes to the Financial Statements.

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.19

~~On May 22, 2012, we issued 400,000 shares~~TERRACE of VENTURES ~~our common stock a price of $0~~INC.05(An ~~per~~Exploration Stage ~~share~~Company) April ~~for proceeds of $20~~30,~~000 pursuant to Regulation D of the Securities Act. The subscriber~~ ~~represented~~ 2013 (Expressed ~~that it was an “accredited investor” as defined~~ in ~~Regulation~~US ~~D of the Securities Act.~~dollars)

~~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.~~Index

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.

Report of Independent Registered Public Accounting Firm.	F-1
Report of Independent Registered Public Accounting Firm.	F-2
Balance Sheets.	F-3
Statements of Operations.	F-4
Statements of Stockholders' Equity (Deficit).	F-5
Statements of Cash Flows.	F-7
Notes to the Financial Statements.	F-8

18REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~OFF-BALANCE~~To ~~SHEET~~the ~~ARRANGEMENTS~~Board of Directors and Stockholders of Terrace Ventures Inc. (An Exploration Stage Company)

We have noaudited ~~significant~~the ~~off-~~accompanying balance ~~sheet~~sheets of ~~arrangements~~ Terrace ~~that~~Ventures ~~have~~Inc. or(An ~~are~~Exploration ~~reasonably~~Stage ~~likely~~Company) toas ~~have~~of aApril ~~current~~30, or2013, ~~future~~and the ~~effect~~related onstatements ~~our~~of ~~financial condition~~operations, ~~changes~~stockholders’ inequity ~~financial condition~~(deficit), ~~revenues~~and orcash flows ~~expenses,~~for ~~results~~the ofyear ~~operations~~then ended and accumulated from May 1, ~~liquidity~~2012 to April 30, 2013. ~~capital~~These ~~expenditures~~consolidated orfinancial ~~capital~~statements ~~resources~~are ~~that~~the isresponsibility ~~material~~of the Company's management. Our responsibility is to ~~stockholders~~express an opinion on these financial statements based on our audit.

~~CRITICAL~~We ~~ACCOUNTING~~conducted ~~POLICIES~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~preparation~~our ofopinion, the financial statements in ~~conformity~~referred ~~with~~to above ~~United~~present ~~States~~fairly, ~~generally~~in ~~accepted~~all ~~accounting~~material ~~principles~~respects, ~~requires~~the ~~our~~financial ~~management~~position toof ~~make estimates and assumptions~~the ~~that~~ Company ~~affect~~as ~~the reported amount~~ of ~~assets~~April ~~and~~30, ~~liabilities~~2013, and ~~disclosure~~the results of ~~contingent~~its ~~assets~~operations and ~~liabilities~~its ~~at the date of the~~cash ~~financial~~ flows ~~statements~~for ~~and~~ the ~~reported~~year ~~amounts~~then ofended ~~revenues~~ and ~~expenses~~accumulated ~~during~~from ~~the~~May ~~reporting~~1, ~~period.~~2012 ~~Actual~~to ~~results~~April ~~could differ~~30, ~~from~~ 2013, ~~those~~in ~~estimates.~~conformity ~~Our~~with ~~management~~accounting ~~routinely~~principles ~~makes~~generally ~~judgments~~accepted ~~and~~in ~~estimates about~~ the ~~effects of matters that are inherently~~United ~~uncertain~~ States.

~~Our~~The ~~significant~~accompanying ~~accounting~~financial ~~policies~~statements ~~are~~have been prepared ~~disclosed~~ assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues, has a working capital deficit, and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the ~~audited~~financial statements. The financial statements ~~included~~do innot ~~this~~include any ~~Annual~~adjustments ~~Report~~that might result from the outcome of this uncertainty.

19/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

~~ITEM~~Saturna 8.Group ~~FINANCIAL~~Chartered ~~STATEMENTS~~Accountants ~~AND~~LLP Vancouver, ~~SUPPLEMENTARY~~Canada February ~~DATA.~~27, 2014

~~Audited Financial Statements for the Years Ended April 30, 2012 and 2011, including:~~F-1

1.REPORT ~~Report~~OF INDEPENDENT ofREGISTERED ~~Independent~~PUBLIC ~~Registered~~ACCOUNTING Public Accounting Firm; 2. Balance Sheets as at April 30, 2012 and 2011; 3. Statements of Operations and Accumulated Deficit for the years ended April 30, 2012 and 2011 and the period from inception on February 20, 2001 to April 30, 2012; 4. Statements of Changes in Stockholders’ Equity/Deficit for the period from inception through April 30, 2012; 5. Statements of Cash Flows for the years ended April 30, 2012 and 2011 and the period from inception to April 30, 2012; 6. Notes to the Financial Statements; and 7. Supplemental Statement: Statements of Operating Expenses for the years ended April 30, 2012 and 2011 and the period from inception to April 30, 2012.FIRM

20To the Board of Directors Terrace Ventures Inc. Blaine, Washington

~~REPORT~~We OFhave audited ~~INDEPENDENT~~the ~~REGISTERED~~accompanying ~~PUBLIC~~balance sheet of Terrace Ventures Inc., an exploration ~~ACCOUNTING~~ stage ~~FIRM~~company, as of April 30, 2012, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and for the period February 20, 2001 (date of inception) to April 30, 2012. These financial statements are the responsibility of Terrace Ventures Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

ToWe conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~Directors~~material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Terrace Ventures Inc., an exploration stage company, as of April 30, 2012, and the results of its operations and its cash flows for the year then ended, and for the period February 20, 2001 (date of inception) to April 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

~~Blaine~~Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental statement of operating expenses is presented for the purposes of additional analysis and is not a required part of the basic financial statements, ~~Washington~~and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

WeThe accompanying ~~have~~financial ~~audited~~statements ~~the~~have ~~accompanying~~been ~~balance~~prepared ~~sheets~~assuming ofthat ~~Terrace~~the ~~Ventures~~Company ~~Inc.,~~ will ancontinue ~~exploration stage company,~~ as ofa ~~April~~going ~~30,~~concern. ~~2012~~As ~~and~~discussed ~~April~~in ~~30,~~Note ~~2011,~~1 ~~and~~to the ~~related statements of operations and accumulated~~financial ~~deficit~~ statements, ~~changes in stockholders’ deficit, and cash flows for~~ the ~~years~~Company ~~then~~has ~~ended,~~suffered ~~and~~recurring ~~for~~losses ~~the~~from ~~period February 20~~operations, ~~2001~~which ~~(date~~ raise ofsubstantial ~~inception)~~doubt toabout ~~April~~its ~~30,~~ability ~~2012.~~to ~~These~~continue ~~financial~~as ~~statements~~a ~~are~~going ~~the responsibility of Terrace Ventures Inc~~concern.’s ~~management.~~The ~~Our~~ financial ~~responsibility~~statements isdo tonot ~~express~~include anany ~~opinion~~adjustments onthat ~~these~~might ~~financial~~result ~~statements~~from ~~based~~the outcome onof ~~our~~this ~~audits~~uncertainty.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’/s/ ~~internal control over financial reporting.~~SARNA ~~Accordingly,~~ & we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.COMPANY

~~In our opinion, the financial statements referred to above present~~Sarna ~~fairly,~~ & ~~in all material respects, the financial position of Terrace Ventures Inc., an exploration stage company, as of April 30,~~Company ~~2012~~ Certified Public ~~and April 30~~Accountants Westlake Village, ~~2011, and the results of its operations, changes in stockholders’ deficit and cash flows for the years~~California ~~then ended~~ August 10, ~~and for the period February 20, 2001 (date of inception) to April 30,~~ 2012~~, in conformity with accounting principles generally accepted in The United States of America.~~

Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental statement of operating expenses is presented for the purposes of additional analysis and is not a required part of the basic financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.F-2

~~The accompanying financial statements have been prepared assuming~~TERRACE ~~that~~ VENTURES ~~the Company will continue as a going concern~~INC.(An Exploration AsStage ~~discussed in Note 10 to the financial statements, the~~ Company ~~has suffered~~) ~~recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. The financial~~ Balance ~~statements~~ Sheets (Expressed doin ~~not~~US ~~include any adjustments that might result from the outcome of this uncertainty.~~dollars)

Sarna & Company,

	April 30, 2013 $		April 30, 2012 $


ASSETS

Current Assets
Cash and cash equivalents	716		69,157
Prepaid expenses	–		8,519
Total Current Assets	716		77,676
Mineral property costs (Note 3)	5,675		22,500
Total Assets	6,391		100,176

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities (Note 4)	179,211		84,656
Loans payable (Note 5)	7,000		32,000
Total Liabilities	186,211		116,656

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 3)
Subsequent Events (Note 8)

Stockholders’ Deficit
Common stock Authorized: 80,000,000 shares, par value $0.001 Issued and outstanding: 33,160,660 and 29,470,660 shares, respectively	33,161		29,471
Additional paid-in capital	2,172,234		1,991,424
Share subscriptions received (Note 6)	–		184,500
Deficit accumulated during the exploration stage	(2,385,215	)	(2,221,875	)
Total Stockholders’ Deficit	(179,820	)	(16,480	)
Total Liabilities and Stockholders’ Deficit	6,391		100,176

~~Certified~~(The ~~Public~~accompanying notes ~~Accountants~~are an integral part of these financial statements)

~~Westlake Village, California~~F-3

~~August~~TERRACE VENTURES ~~10,~~INC.(An Exploration ~~2012~~Stage Company) Statements of Operations (Expressed in US dollars)

	Year Ended April 30, 2013 $		Year Ended April 30, 2012 $		Accumulated from February 20, 2001 (date of inception) to April 30, 2013 $

Revenue	–		–		–

Operating Expenses

Bad debts	–		–		214,892
Consulting fees	15,000		1,500		144,450
General and administrative	3,134		3,718		50,087
Impairment of mineral property costs	–		2,500		2,500
Management fees (Note 4)	30,000		30,000		234,600
Mineral exploration costs	38,303		34,903		97,472
Professional fees	69,148		61,747		570,879
Transfer agent and regulatory fees	10,411		8,598		55,846

Total Operating Expenses	165,996		142,966		1,370,726

Loss Before Other Income (Expense)	(165,996	)	(142,966	)	(1,370,726	)

Other Income (Expense)

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

Total Other Income (Expense)	2,656		(2,656	)	(1,014,489	)

Net Loss	(163,340	)	(145,622	)	(2,385,215	)

Net Loss Per Share, Basic and Diluted	–		–

Weighted Average Shares Outstanding	32,938,249		29,470,660

~~TERRACE~~(The ~~VENTURES~~accompanying notes ~~INC.~~are an integral part of these financial statements)

~~(AN EXPLORATION STAGE COMPANY)~~F-4

~~BALANCE~~TERRACE VENTURES ~~SHEET~~INC.(An Exploration Stage Company) Statements of Stockholders’ Equity (Deficit) For the Period from February 20, 2011 (Date of Inception) to April 30, 2013 (Expressed in U.S. dollars)

		APRIL 30,				APRIL 30,
				Deficit
		2012				2011
				Accumulated
ASSETS
	Common		Additional	During the
Current Assets:
	Stock		Paid-in	Exploration
Cash		$	69,157			$	2,459
	Shares	Amount	Capital	Stage	Total
Prepaid Expense			8,519				-0-
	#	$	$	$	$
Total Current Assets			77,676				2,459
Balance, February 20, 2001 (Date of Inception)	–	–	–	–	–
Investment in Mineral Rights			22,500				25,000
Common stock issued for cash at $0.00125 per share	3,200,000	3,200	800	–	4,000
TOTAL ASSETS		$	100,176			$	27,459
Net loss for the period	–	–	–	(1,410)	(1,410)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Balance, April 30, 2001	3,200,000	3,200	800	(1,410)	2,590
Current Liabilities:
Common stock issued for cash at $0.0125 per share	2,000,000	2,000	23,000	–	25,000
Accounts Payable and
Net loss for the year	–	–	–	(19,196)	(19,196)
Accrued Expenses		$	84,656			$	50,817
Balance, April 30, 2002	5,200,000	5,200	23,800	(20,606)	8,394
Loans Payable			7,000				6,000
Common stock issued for cash at $0.125 per share	114,000	114	14,136	–	14,250
Loans Payable – Related Parties			-0-				1,000
Net loss for the year	–	–	–	(17,632)	(17,632)
Note Payable			25,000				25,000
Balance, April 30, 2003	5,314,000	5,314	37,936	(38,238)	5,012
Stock Subscriptions Outstanding			184,500				-0-
Common stock issued for cash at $0.125 per share	320,000	320	39,680	–	40,000
Total Current Liabilities			301,156				82,817
Net loss for the year	–	–	–	(58,708)	(58,708)
Stockholders' Equity:
Balance, April 30, 2004	5,634,000	5,634	77,616	(96,946)	(13,696)
Common Stock, $0.001 par value 400,000,000 shares authorized, 29,470,660 shares issued			29,471				29,471
Net loss for the year	–	–	–	(37,532)	(37,532)
Additional Paid in Capital			1,991,424				1,991,424
Balance, April 30, 2005	5,634,000	5,634	77,616	(134,478)	(51,228)
Deficit Accumulated During the Exploration Stage			(2,221,875	)			(2,076,253	)
Common stock issued for cash at $1.25 per share	400,000	400	499,600	–	500,000
Total Stockholders' (Deficit)			(200,980	)			(55,358	)
Common stock issued for cash at $1.25 per share	355,984	356	444,624	–	444,980
TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT)		$	100,176			$	27,459
Net loss for the year	–	–	–	(987,633)	(987,633)
Balance, April 30, 2006	6,389,984	6,390	1,021,840	(1,122,111)	(93,881)
Common stock issued for cash at $0.50 per share	335,640	336	167,484	–	167,820
Common stock issued for cash at $1.25 per share	44,016	44	54,976	–	55,020
Common stock issued for cash at $1.50 per share	67,000	67	100,433	–	100,500
Net loss for the year	–	–	–	(301,060)	(301,060)
Balance, April 30, 2007	6,836,640	6,837	1,344,733	(1,423,171)	(71,601)

~~See~~(The ~~Notes~~accompanying notes toare ~~Financial~~an ~~Statements.~~integral part of these financial statements)

22F-5

TERRACE VENTURES INC.(An Exploration Stage Company) Statements of Stockholders’ Equity (Deficit) For the Period from February 20, 2011 (Date of Inception) to April 30, 2013 (Expressed in U.S. dollars)

(AN EXPLORATION STAGE COMPANY)

					Deficit
					Accumulated
	Common		Additional	Share	During the
	Stock		Paid-in	Subscriptions	Exploration
	Shares	Amount	Capital	Received	Stage	Total
	#	$	$	$	$	$

Balance, April 30, 2007	6,836,640	6,837	1,344,733	–	(1,423,171)	(71,601)

Common stock issued for cash at $0.50 per share	514,000	514	256,811	–	–	257,325

Net loss for the year	–	–	–	–	(100,450)	(100,450)

Balance, April 30, 2008	7,350,640	7,351	1,601,544	–	(1,523,621)	85,274

Common stock issued for cash at $0.10 per share	2,000,000	2,000	198,000	–	–	200,000

Common stock issued for cash at $0.10 per share	120,000	120	11,880	–	–	12,000

Net loss for the year	–	–	–	–	(355,923)	(355,923)

Balance, April 30, 2009	9,470,640	9,471	1,811,424	–	(1,879,544)	(58,649)

Adjustment for stock split	20	–	–	–	–	–

Net loss for the year	–	–	–	–	(99,514)	(99,514)

Balance, April 30, 2010	9,470,660	9,471	1,811,424	–	(1,979,058)	(158,163)

Common stock issued for cash at $0.01 per share	20,000,000	20,000	180,000	–	–	200,000

Net loss for the year	–	–	–	–	(97,195)	(97,195)

Balance, April 30, 2011	29,470,660	29,471	1,991,424	–	(2,076,253)	(55,358)

Share subscriptions received	–	–	–	184,500	–	184,500

Net loss for the year	–	–	–	–	(145,622)	(145,622)

Balance, April 30, 2012	29,470,660	29,471	1,991,424	184,500	(2,221,875)	(16,480)

Common stock issued for cash at $0.05 per share	3,690,000	3,690	180,810	(184,500)	–	–

Net loss for the year	–	–	–	–	(163,340)	(163,340)

Balance, April 30, 2013	33,160,660	33,161	2,172,234	–	(2,385,215)	(179,820)

~~STATEMENTS~~(The OFaccompanying notes ~~OPERATIONS~~are ~~AND~~an ~~ACCUMULATED DEFICIT~~integral part of these financial statements)

	YEAR ENDED			YEAR ENDED			INCEPTION to
	APRIL 30, 2012			APRIL 30, 2011			APRIL 30, 2012
Revenues	$	-0-		$	-0-		$	-0-
Operating Expenses		(145,622	)		(97,195	)		(1,207,386	)
Loss Before Other Income And Expenses		(145,622	)		(97,195	)		(1,207,386	)
Other Income
Interest Income		-0-			-0-			14,491
Other Expense
Loss on Investment		-0-			-0-			(1,028,980	)
Loss Before Provision for Income Taxes		(145,622	)		(97,195	)		(2,221,875	)
Provision for Income Taxes		-0-			-0-			-0-
Net Loss		(145,622	)		(97,195	)		(2,221,875	)
Accumulated Deficit, Beginning of Period		(2,076,253	)		(1,979,058	)		-0-
Accumulated Deficit,End of Period	$	(2,221,875	)	$	(2,076,253	)	$	(2,221,875	)
Net Loss per Share	$	(0.01	)	$	(0.01	)	$	(0.24	)
Weighted Average Shares Outstanding		32,106,374			11,970,660			9,614,845

F-6

~~See~~TERRACE VENTURES ~~Notes~~INC.(An Exploration toStage ~~Financial~~ Company) Statements. of Cash Flows (Expressed in US dollars)

	Year Ended April 30, 2013 $		Year Ended April 30, 2012 $		Accumulated from February 20 2001 (date of inception) to April 30, 2013 $

Operating Activities

Net loss	(163,340	)	(145,622	)	(2,385,215	)

Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property costs	–		2,500		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	8,519		(8,519	)	–
Accounts payable and accrued liabilities	91,899		33,839		176,555

Net Cash Used in Operating Activities	(60,266	)	(117,802	)	(1,174,524	)

Investing Activities

Mineral property acquisition costs	(3,175	)			(3,175	)
Purchase of investment securities	–		–		(1,028,980	)

Net Cash Used in Investing Activities	(3,175	)	–		(1,032,155	)

Financing Activities

Proceeds from loans payable	–		–		7,000
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		184,500

Net Cash Provided by (Used in) Financing Activities	(5,000	)	184,500		2,207,395

Increase (Decrease) in Cash and Cash Equivalents	(68,441	)	66,698		716

Cash and Cash Equivalents, Beginning of Period	69,157		2,459		–

Cash and Cash Equivalents, End of Period	716		69,157		716

Cash and Cash Equivalents consists of:

Cash (bank overdraft)	(14	)	11,300		(14	)
Funds held in trust by lawyer	730		57,857		730

Total Cash and Cash Equivalents	716		69,157		716

Non-cash investing and financing activities:
Mineral properties acquired via loan payable	–		–		25,000
Cancellation of loan payable offset against mineral property costs	(20,000	)	–		(20,000	)

Supplemental Disclosures:
Interest paid	–		–		–
Income taxes paid	–		–		–

~~TERRACE~~(The ~~VENTURES~~accompanying notes ~~INC.~~are an integral part of these financial statements)

~~(AN EXPLORATION STAGE COMPANY)~~F-7

~~STATEMENTS~~TERRACE OFVENTURES ~~CHANGES~~INC. (An Exploration INStage ~~STOCKHOLDERS'~~Company) ~~EQUITY~~ Notes to the financial statements April 30, 2013 (~~DEFICIT~~Expressed in US dollars)

							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	)

1.	Nature of Operations and Continuance of Business

~~See~~Terrace ~~Notes~~Ventures toInc. (the “Company”) was incorporated on February 20, 2001 in the State of Nevada. The Company is an exploration stage company, as defined by Financial ~~Statements~~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.

24These financial 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 year ended April 30, 2013, the Company has not generated any revenues, has a working capital deficit of $185,495, and has an accumulated deficit of $2,385,215. 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.

~~TERRACE~~2. ~~VENTURES~~Summary ~~INC.~~of Significant Accounting Principles

(ANa) ~~EXPLORATION~~Basis ~~STAGE~~of ~~COMPANY)~~Presentation

~~STATEMENTS~~These OFfinancial ~~CHANGES~~statements INof ~~STOCKHOLDERS' EQUITY~~the ~~(DEFICIT)~~Company -have ~~CONTINUED~~been prepared in accordance with accounting principles generally accepted in the United States.

								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	)

(b)

Use of Estimates

~~See~~The ~~Notes~~preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to ~~Financial~~make ~~Statements~~estimates and assumptions that affect the reported amounts 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. The Company regularly evaluates estimates and assumptions related to impairment of mineral properties and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

25(c) Cash and Cash Equivalents

~~TERRACE~~The ~~VENTURES~~Company ~~INC~~considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

(ANd) ~~EXPLORATION~~Mineral ~~STAGE~~Property ~~COMPANY)~~Costs

~~STATEMENTS~~The OFCompany ~~CHANGES~~has INbeen ~~STOCKHOLDERS' EQUITY~~in ~~(DEFICIT)~~the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable reserves are established. The Company assesses the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production ~~CONTINUED~~method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

									Deficit
									Accumulated
	Common Stock						Additional		During the			Total
				Dollar			Paid in		Exploration			Stockholders'
	Shares			Amount			Capital		Stage			Equity (Deficit)
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
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	)

F-8

~~See~~TERRACE VENTURES INC. (An Exploration Stage Company) Notes to ~~Financial~~the financial ~~Statements.~~statements April 30, 2013 (Expressed in US dollars)

262. Summary of Significant Accounting Principles (continued)

~~TERRACE~~(e) ~~VENTURES~~Long-lived ~~INC.~~Assets

~~(AN~~In ~~EXPLORATION~~accordance ~~STAGE~~with ~~COMPANY)~~ASC 360, “Property Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~STATEMENTS~~(f) OFAsset ~~CASH~~Retirement ~~FLOWS~~Obligations

	YEAR ENDED			YEAR ENDED			INCEPTION to
	APRIL 30, 2012			APRIL 30, 2011			APRIL 30, 2012
Cash Flows from Operating Activities:
Net Loss	$	(145,622	)	$	(97,195	)	$	(2,221,875	)
Adjustments to Reconcile Net Loss To Net Cash Provided/<Used> by Operating Activities:
Amortization Expense		1,481			-0-			1,481
Impairment Expense		2,500			-0-			2,500
Prepaid Expense		(10,000	)		-0-			(10,000	)
Unrealized Loss on Investment		-0-			-0-			1,028,980
<Increase>/Decrease in:
Notes Receivable		-0-			-0-			-0-
Increase/<Decrease> in:
Accounts Payable		33,839			(67,315	)		84,656
Loans Payable		1,000			(21,000	)		7,000
Loans Payable – Related Parties		(1,000	)		(13,200	)		-0-
Net Cash Used by Operating Activities		(117,802	)		(198,710	)		(1,107,258	)
Cash Flows from Investing Activities:
Investment in Stock		-0-			-0-			(1,028,980	)
Investment in Mineral Rights		-0-			(25,000	)		(25,000	)
Net Cash Used by Investing Activities		-0-			(25,000	)		(1,053,980	)
Cash Flows from Financing Activities:
Note Payable		-0-			25,000			25,000
Loans from Shareholders		-0-			-0-			157,395
Payments on Loans		-0-			-0-			(157,395	)
Stock Subscriptions Outstanding		184,500			-0-			184,500
Proceeds from Issuance of Common Stock		-0-			200,000			2,020,895
Net Cash Provided by Financing Activities		184,500			225,000			2,230,395
Net Increase (Decrease) in Cash		66,698			1,290			69,157
Cash at Beginning of Period		2,459			1,169			-0-
Cash at End of Period	$	69,157		$	2,459		$	69,157

The Company follows the provisions of ASC 440, “Asset Retirement and Environmental Obligations”, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

~~See~~(g) ~~Notes to~~ Financial ~~Statements.~~Instruments

27Pursuant to ASC 820, “Fair Value Measurements and Disclosures”, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~TERRACE~~Level ~~VENTURES INC.~~1

~~(AN~~Level ~~EXPLORATION~~1 ~~STAGE~~applies ~~COMPANY)~~to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~NOTES~~Level ~~TO FINANCIAL STATEMENTS~~2

~~NOTE~~Level 12 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived ~~SUMMARY~~valuations OFin ~~SIGNIFICANT~~which ~~ACCOUNTING POLICIES~~significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~General~~Level 3

~~Terrace~~Level ~~Ventures~~3 ~~Inc.~~applies ~~was~~to ~~incorporated on~~assets ~~February~~or ~~20,~~liabilities ~~2001~~for inwhich there are unobservable inputs to the ~~state~~valuation ofmethodology ~~Nevada.~~that ~~The~~are ~~Company~~significant ~~acquires~~to ~~and~~the ~~develops~~measurement ~~certain~~of ~~mineral~~the ~~rights~~fair invalue ~~Canada~~of the assets or liabilities.

~~Basis~~The Company’s financial instruments consist principally of ~~Presentation~~cash and cash equivalents, accounts payable and accrued liabilities, and loans payable. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

~~The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.~~F-9

~~Use~~TERRACE ofVENTURES ~~Estimates~~INC. (An Exploration Stage Company) Notes to the financial statements April 30, 2013 (Expressed in US dollars)

~~Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles~~2. ~~Those~~Summary ~~estimates and assumptions affect the reported amounts~~ of ~~assets~~Significant ~~and~~Accounting ~~liabilities,~~Principles ~~the disclosure of contingent assets and liabilities, and the reported revenues and expenses.~~(continued)

~~Exploration~~(h) ~~Stage~~Income ~~Company~~Taxes

InThe Company accounts for income taxes using the asset and liability method in accordance with ~~FASB~~ ASC ~~915~~740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the ~~Company has~~expected ~~been~~future intax consequences of temporary differences between the ~~exploration~~financial ~~stage~~reporting ~~since~~and ~~its~~tax ~~formation~~bases of assets and ~~has~~liabilities, ~~not~~and ~~yet~~for ~~realized~~operating ~~any~~loss ~~revenues~~and ~~from~~tax ~~its~~credit ~~planned~~carryforwards. ~~operations~~Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~Stock-Based~~(i) ~~Compensation~~Foreign Currency Translation

~~Stock-based~~The ~~compensation~~Company’s isfunctional ~~accounted~~and ~~for using~~reporting ~~the~~currency ~~Equity-Based~~is ~~Payments~~the toU.S. ~~Non-Employees~~dollar. ~~Topic~~Transactions ofin ~~the~~foreign ~~FASB~~currencies ~~ASC~~are ~~(FASB~~translated ~~ASC~~into ~~Topic~~the ~~718),~~currency ~~which~~of ~~establishes~~measurement ~~standards~~at ~~for~~ the ~~accounting~~ ~~for~~exchange ~~transactions~~rates in ~~which~~effect anon ~~entity~~the ~~exchanges~~transaction ~~its equity instruments for goods or services~~date. ItMonetary ~~also~~balance ~~addresses~~sheet ~~transactions in~~items ~~which~~expressed ~~an entity incurs liabilities~~ in ~~exchange~~foreign ~~for~~currencies ~~goods or services that~~ are ~~based~~translated oninto ~~the~~U.S. ~~fair~~dollars ~~value~~at of the ~~entity’s equity~~exchange ~~instruments~~rates orin ~~that~~effect ~~may~~at ~~be settled by~~ the ~~issuance~~balance ofsheet ~~those equity instruments~~date. ~~The~~Non-monetary ~~Company~~assets ~~determines~~and ~~the~~liabilities ~~value~~are oftranslated ~~stock issued~~ at ~~the~~historical ~~date of grant~~rates. ItRevenues ~~also~~and ~~determines~~expenses atare ~~the~~translated ~~date of grant, the value of stock~~ at ~~fair~~average ~~market~~rates ~~value~~for or the ~~value~~period. ofThe ~~services rendered~~resulting ~~(based~~exchange ongains ~~contract~~ or ~~otherwise)~~losses ~~whichever~~are isrecognized ~~more~~in ~~readily determinable~~income.

~~Shares~~(j) ~~issued~~Stock-based ~~to employees are expensed upon issuance.~~Compensation

28The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~TERRACE~~(k) ~~VENTURES~~Loss ~~INC.~~Per Share

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (AN“EPS”) ~~EXPLORATION~~on ~~STAGE~~the ~~COMPANY~~face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at April30, 2013 and 2012, the Company had no potentially dilutive shares outstanding.

~~NOTES TO FINANCIAL STATEMENTS~~ (~~CONTINUED~~l) Comprehensive Loss

~~NOTE~~ASC 1220, -“Comprehensive ~~SUMMARY~~Income”, OFestablishes ~~SIGNIFICANT~~standards ~~ACCOUNTING~~for ~~POLICIES~~the -reporting ~~CONTINUED~~and display of comprehensive loss and its components in the consolidated financial statements. As of April 30, 2013 and 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

~~Stock-Based~~(m) ~~Compensation~~Recent -Accounting ~~CONTINUED~~Pronouncements

The Company ~~uses~~has ~~the~~implemented ~~fair~~all ~~value~~new ~~method~~accounting ~~for~~pronouncements ~~equity~~that ~~instruments granted~~are toin ~~employees~~effect. ~~and~~These ~~will~~pronouncements ~~use~~did ~~the~~not ~~Black~~have ~~Scholes~~any ~~model~~material ~~for~~impact ~~measuring~~on the ~~fair~~financial ~~value~~statements ofunless ~~options~~otherwise disclosed, ifand ~~issued.~~the ~~The~~Company ~~stock~~does ~~based~~not ~~fair value~~believe ~~compensation~~that isthere ~~determined~~are asany ofother ~~the~~new ~~date~~accounting ofpronouncements ~~the~~that ~~grant~~have orbeen ~~the~~issued ~~date~~that atmight ~~which~~have ~~the~~a ~~performance~~material ofimpact ~~the~~on ~~services~~its isfinancial ~~completed (measurement~~position ~~date)~~or ~~and~~results isof ~~recognized over the vesting periods~~operations.

No(n) ~~stock options have been issued by Terrace Ventures, Inc.~~Reclassifications

~~Depreciation,~~Certain ~~Amortization~~balances ~~and~~in ~~Capitalization~~previously issued financial statements have been reclassified to be consistent with the current period presentation.

~~The Company records depreciation and amortization when appropriate using both straight~~F-~~line and declining balance methods over the estimated useful life of the assets (five to seven years).~~10

~~Expenditures~~TERRACE ~~for~~VENTURES ~~maintenance~~INC. (An Exploration ~~and~~Stage ~~repairs~~Company) ~~are~~ Notes ~~charged~~ to ~~expense as incurred. Additions, major renewals and replacements that increase~~ the financial ~~property's useful life are capitalized.~~statements ~~Property~~ April ~~sold or retired~~30, ~~together with the related accumulated depreciation, is removed from the appropriate accounts and the~~2013 ~~resultant~~ (Expressed ~~gain or loss is included~~ in ~~net income.~~US dollars)

~~Income~~3. ~~Taxes~~Mineral Properties

The Company accounts for its income taxes in accordance with FASB ASC 740, “Accounting for Income Taxes". Under this statement, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.

	$

Acquisition costs:

Balance, April 30, 2011	25,000

Impairment	(2,500	)

Balance, April 30, 2012	22,500

Additional mineral claims staked	3,175
Promissory note cancelled	(20,000	)

Balance, April 30, 2013	5,675

~~Fair~~On ~~Value~~April of26, ~~Financial~~2011 ~~Instruments~~(as amended on July 31, 2012, November 17, 2012, May 30, 2013, and December18, 2013), the Company entered into an agreement to acquire up to a 75% interest in 83 mineral claims located in the Eureka Mining District in Eureka County, Nevada.

~~FASB~~To ~~ASC~~earn ~~825, “Financial Instruments”, requires~~ the ~~Company~~first to25% ~~disclose~~interest, ~~when reasonably attainable,~~ the ~~fair market values of its assets and liabilities which are deemed to be financial instruments. The~~ Company's ~~financial instruments consist primarily of cash and certain investments.~~must:

29issue a $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.

~~TERRACE~~To ~~VENTURES~~earn ~~INC.~~an additional 25% interest, the Company must:

~~(AN~~pay ~~EXPLORATION~~$75,000 ~~STAGE~~on ~~COMPANY)~~or before June 30, 2014; and incur total exploration expenditures of $750,000 on or before December 31, 2014.

~~NOTES~~To TOearn ~~FINANCIAL~~a ~~STATEMENTS~~further ~~(CONTINUED)~~25% interest, the Company must:

~~NOTE~~pay 1$100,000 -on ~~SUMMARY~~or OFbefore ~~SIGNIFICANT~~June ~~ACCOUNTING~~30, ~~POLICIES~~2015; -and ~~CONTINUED~~incur total exploration expenditures of $1,250,000 on or before December 31, 2015.

~~Investments~~On 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 which was charged to operations as a financing cost. 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 February28, 2013. On November 9, 2012, the remainder of the promissory note was cancelled.

~~Investments~~4. ~~that~~Related ~~are~~Party ~~purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.~~Transactions

~~Per~~(a) ~~Share~~During ~~Information~~the year ended April 30, 2013, the Company incurred management fees of $30,000 (2012 - $30,000) to the President of the Company.

~~The~~(b) ~~Company~~As ~~follows~~at ~~FASB~~April ~~ASC~~30, ~~260~~2013, ~~“Earnings Per~~the ~~Share”~~Company ~~which~~owes ~~establishes standards for the computation~~$45,682 ~~presentation~~(2012 ~~and disclosure requirements for basic and diluted earnings per share for entities with publicly~~-~~held~~ ~~common shares and potential common stock issuances. Basic earnings (loss~~$23,138) ~~per share~~to ~~are computed by dividing net income by~~ the ~~weighted~~President ~~average number~~ of ~~common~~the ~~shares~~Company ~~outstanding.~~for Inmanagement ~~computing~~fees ~~diluted~~and ~~earnings per~~general ~~share,~~operation ~~the~~expenses. ~~weighted~~The ~~average~~amount ~~number of shares outstanding~~ is ~~adjusted~~included toin ~~reflect~~accounts ~~the~~payable ~~effect~~and ofaccrued ~~potentially~~liabilities ~~dilutive~~and ~~securities, such~~is asnon-interest ~~convertible notes~~bearing, ~~stock options~~unsecured, and ~~warrants.~~due ~~Common~~on ~~stock equivalent shares are excluded from the computation if their effect is antidilutive~~demand.

~~NOTE~~5. 2Loans ~~– PREPAID EXPENSE~~Payable

~~Prepaid~~(a) ~~expense~~As at April 30, ~~2012~~2013, ~~consists of~~ the ~~remainder~~Company ofhad ~~the~~loans ~~unamortized~~payable ~~amount~~ of ~~the original~~ $107,000 ~~paid~~(2012 to- ~~renegotiate~~$7,000), ~~the~~which ~~Pengram~~is ~~notes.~~non-interest ~~These~~bearing, ~~prepaid~~unsecured, ~~fees~~and ~~are fully~~due ~~amortized~~on ~~at December 31, 2012~~demand.

~~NOTE~~(b) 3As –at ~~INVESTMENT~~April IN30, ~~MINERAL RIGHTS~~2013, the Company had a promissory note payable of $nil (2012 - $25,000) which was non-interest bearing, unsecured, and due on demand. During the year ended April 30, 2013, the Company repaid $5,000 and the remaining $20,000 owing on the mineral property option agreement was reduced to $nil as per an amendment to the agreement. Refer to Note 3.

~~On April 26, 2011, we entered into an agreement with Pengram Corporation (“Pengram”) dated April 26, 2011, as amended on June 29, 2011, (the “Earn~~F-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.11

~~NOTE~~TERRACE 4VENTURES –INC. (An Exploration ~~LOANS~~Stage ~~PAYABLE~~Company) Notes to the financial statements April 30, 2013 (Expressed in US dollars)

~~Loans payable consist of short term monies advanced~~6. ~~These~~Common ~~loans are unsecured; bear no interest rate and no specified maturity date.~~Stock

On May 22, 2012, the Company issued 3,690,000 common shares, for which proceeds of $184,500 had been received at April 30, 2012.

~~TERRACE~~7. ~~VENTURES~~Income ~~INC.~~Taxes

~~(AN~~The ~~EXPLORATION~~Company ~~STAGE~~has ~~COMPANY)~~$1,353,735 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2021. The income tax benefit differs from the amount computed by applying the US federal income tax rate of 34% to net loss before income taxes for the year ended April 30, 2013 and 2012 as a result of the following:

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

	2013 $		2012 $

Net loss before taxes	(163,340	)	(145,622	)
Statutory rate	34%		34%

Computed expected tax recovery	55,536		49,511
Change in valuation allowance	(55,536	)	(49,511	)

Income tax provision	–		–

~~NOTE~~The 5significant –components ~~LOANS~~of ~~PAYABLE~~deferred ~~– RELATED~~income ~~PARTIES~~tax assets and liabilities as at April 30, 2013 and 2012 after applying enacted corporate income tax rates are as follows:

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

	2013 $		2012 $

Net operating losses carried forward	460,270		404,734
Capital losses carried forward	349,853		349,853

Valuation allowance	(810,123	)	(754,587	)

Net deferred tax asset	–		–

~~NOTE~~8. 6Subsequent ~~– NOTE PAYABLE~~Events

~~Note~~(a) ~~payable~~On ~~consists~~June of14, ~~short~~2013, ~~term~~the ~~monies due~~Company toreceived ~~Pengram~~loan ~~Corporation.~~proceeds ~~The company has agreed to pay Pengram Corporation by way~~ of a$20,000 ~~series~~which ofbears ~~promissory~~interest ~~notes~~at ~~(see~~8% ~~Note 2)~~per annum, ~~bearing~~is ~~no interest~~unsecured, ~~payable~~and ~~per~~due ~~schedule~~on ~~detailed in Note 7~~demand.

~~NOTE~~(b) 7On -August ~~PROVISION~~23, ~~FOR~~2013, ~~INCOME~~the ~~TAXES~~Company received loan proceeds of Cdn$25,000 which bears interest at 10% per annum, is unsecured, and due on demand.

~~The~~(c) ~~provision~~On ~~for~~January ~~income~~2, ~~taxes~~2014, ~~for~~ the ~~periods~~ ~~ended~~Company ~~April~~received ~~30,~~loan ~~2012~~proceeds ~~and~~of ~~April 30~~$2,500 ~~2011~~which ~~represents~~bears ~~the~~interest ~~minimum~~at ~~state~~10% ~~income~~per ~~tax~~annum, ~~expense~~is ~~of the Company~~unsecured, ~~which~~and isdue ~~not~~on ~~considered significant~~demand.

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

~~Pengram Corporation Agreement – Golden Snow Project~~F-12

~~The~~ITEM ~~Company~~9. isCHANGES ~~obligated~~IN toAND ~~Pengram~~DISAGREEMENTS ~~Corporation for~~WITH upACCOUNTANTS toON ~~$175,000~~ACCOUNTING inAND aFINANCIAL ~~promissory note and direct payments, and $1,750,000 in exploration expenses as follows:~~DISCLOSURE.

On June 27, 2013, we received a notice of resignation from Sarna & Company (i“Sarna”) ~~The~~, ~~first~~as ~~25%~~the ~~interest~~Company’s inindependent registered public accounting firm. Sarna's reports on our financial statements for the ~~Underlying~~years ~~Agreement~~ended ~~upon~~April 30, 2012 and 2011 did not contain an adverse opinion or disclaimer of opinion, nor were they modified or qualified as to uncertainty, audit scope or accounting principles with the exception ~~Company:~~of a statement regarding the uncertainty of our ability to continue as a going concern. There have been no disagreements during the fiscal years ended April 30, 2012 and 2011 and the subsequent interim period up to and including the date of dismissal between Sarna and us on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Sarna, would have caused them to make reference to the subject matter of the disagreement in connection with Sarna's report.

aOn June 27, 2013, we appointed Saturna Group Chartered Accountants LLP ("Saturna") as our new independent registered public accounting firm. ~~Paying~~ ~~Pengram~~ We ~~$25~~did not consult with Saturna during the fiscal years ended April 30,~~000~~ 2012 byand ~~way~~2011 and any subsequent interim period prior to their engagement regarding: (i) the application of accounting principles to a ~~promissory~~specific ~~note~~completed or proposed transaction or the type of audit opinion that might be rendered on our financial statements, ~~bearing~~and ~~interest~~neither ata written report was provided to us nor oral advice was provided that the newly appointed accountant concluded was an important factor in reaching a ~~rate~~decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of ~~10%~~a disagreement ~~per~~or ~~annum~~a reportable event in response to paragraph (a)(1)(iv) of Item 304 of Regulation S-K, ~~due~~promulgated onunder ~~September~~the 27Securities Exchange Act of 1934, as ~~2011;~~amended.

bITEM 9A. ~~Completing exploration~~ ~~expenditures~~CONTROLS onAND ~~the Property totaling $250,000 by December 31, 2012~~PROCEDURES.

~~(ii) An~~Disclosure ~~additional~~Controls ~~25%~~and ~~interest in the Underlying Agreement upon the Company:~~Procedures

~~a. Paying~~We carried out an evaluation of the effectiveness of our ~~Pengram~~disclosure ~~$50,000~~controls onand orprocedures ~~before~~(as ~~May~~defined 31in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2013; (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 below.

~~b. Completing~~Notwithstanding the assessment that our internal control ~~additional~~over ~~exploration~~financial ~~expenditures~~reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the ~~Property~~year ~~totaling~~ended ~~$500~~April 30,~~000~~ by2013 ~~December~~fairly 31present our financial condition, ~~2013:~~results of operations and cash flows in all material respects.

~~(iii) An~~Management's ~~additional~~Annual ~~25%~~Report ~~interest~~on inInternal ~~the~~Control ~~Underlying Agreement upon the~~Over ~~Company:~~Financial Reporting

~~c. Paying~~Our management is responsible for establishing and ~~Pengram~~maintaining ~~$100~~adequate internal control over financial reporting,~~000~~ onas orsuch ~~before~~term ~~May~~is defined 31in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, ~~2014;~~for the Company.

~~d. Completing~~Internal control over financial reporting includes those ~~additional~~policies ~~exploration~~and ~~expenditures~~procedures onthat: (1) pertain to the ~~Property~~maintenance ~~totaling~~of $1records that,~~000~~ in reasonable detail,~~000~~ byaccurately ~~December~~and 31fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, ~~2014~~and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

31Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

~~TERRACE VENTURES INC.~~20

~~(AN~~A ~~EXPLORATION~~material ~~STAGE~~weakness ~~COMPANY)~~is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

~~NOTES~~Under TOthe ~~FINANCIAL~~supervision ~~STATEMENTS~~and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~CONTINUED~~COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

~~NOTE~~Management 8assessed -the ~~COMMITMENTS~~effectiveness ~~AND~~of ~~CONTINGENCIES~~the Company’s -internal ~~CONTINUED~~control over financial reporting as of Evaluation Date and identified the following material weaknesses:

~~Pengram~~Insufficient ~~Corporation~~Resources: We ~~Agreement~~have –an inadequate number of personnel with requisite ~~Golden~~expertise ~~Snow~~in ~~Project~~the -key ~~Continued~~functional areas of finance and accounting.

~~The~~Inadequate Segregation ~~Company~~of isDuties: We ~~also~~have ~~obligated~~an ~~to pay all~~inadequate ~~advance~~number ~~royalties,~~of ~~county~~personnel ~~and~~to ~~BLM~~properly ~~claim~~implement ~~fees~~control ~~and Nevada state taxes during the currency of the Earn-In Agreement~~procedures.

OnInsufficient Written ~~December~~Policies ~~31,~~& ~~2011,~~Procedures: We ~~Pengram, in consideration~~have ofinsufficient ~~$5,000~~written ~~(which~~policies ~~has~~and ~~been~~procedures ~~paid), agreed to accept, in substitution~~ for ~~the~~accounting ~~$25,000~~and ~~promissory note set out above, a series of non-interest~~financial ~~bearing promissory notes totaling $30,000 payable on the following dates:~~reporting.

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		<5,000	>
Note Payable,
Balance at April 30, 2012	$	25,000

Inadequate Financial Statement Closing Process: We have an inadequate financial statement closing process.

~~Operating~~Lack ~~Leases~~of Audit Committee & Outside Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

~~The~~Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with ~~currently~~accounting ~~rents~~and ~~administrative~~finance responsibilities, (2) increase the frequency of ~~office~~independent ~~space~~reconciliations ~~under~~of asignificant ~~monthly~~accounts ~~renewable~~which ~~contract~~will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

~~Litigation~~Management, including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

~~The~~This ~~Company~~Annual isReport does not ~~presently~~include ~~involved~~an inattestation report ~~any~~of ~~litigation~~our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report.

~~NOTE~~Changes 9in -Internal ~~RECENTLY~~Control ~~ISSUED~~over ~~ACCOUNTING PRONOUNCEMENTS~~Financial Reporting

~~Recently~~There ~~issued~~were ~~accounting~~no ~~pronouncements~~changes in our internal control over ~~will~~financial reporting that occurred during the fiscal quarter ended April 30, 2013 that have nomaterially ~~significant~~affected, ~~impact~~or that onare ~~the~~reasonably ~~Company~~likely ~~and~~to ~~its~~materially ~~reporting~~affect, ~~methods~~our internal control over financial reporting.

~~NOTE 10 – GOING CONCERN~~21

~~Future~~Limitations ~~issuances~~on of the ~~Company’s equity~~Effectiveness orof ~~debt~~Controls ~~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.~~Procedures

32Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

~~TERRACE~~ITEM ~~VENTURES~~9B. ~~INC~~OTHER INFORMATION.

~~(AN~~We ~~EXPLORATION~~have ~~STAGE~~become aware ~~COMPANY)~~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.

~~NOTES TO FINANCIAL STATEMENTS (CONTINUED)~~22

~~NOTE~~ PART ~~10 – GOING CONCERN - Continued~~III

~~The~~ITEM financial statements of 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 business10. ~~The Company has incurred cumulative net losses of $2~~DIRECTORS,~~221,875~~ ~~since~~EXECUTIVE ~~its~~OFFICERS ~~inception~~AND ~~and~~CORPORATE ~~requires capital for its contemplated operational and marketing activities to take place~~GOVERNANCE. 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 11following table –sets ~~REVERSE~~forth ~~STOCK~~the ~~SPLIT~~name and positions of our sole executive officer and director.

On September 2, 2009, the Board of Directors approved a one-for-five reverse split of the Company’s common stock. Upon the completion of the reverse stock split, which was effective on October 1, 2009, the Company’s 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 common stock was reduced from 47,353,200 shares to approximately 9,470,660 shares. 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.

Name	Age	Positions
Howard Thomson	67	President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Sole Director

~~NOTE~~Set 12forth –below is ~~STOCK~~a ~~ISSUANCES~~brief description of the background and business experience of our sole executive officer and director:

OnHoward Thomson ~~June~~is 8our President, ~~2010~~Secretary, ~~our~~Treasurer, Chief Executive Officer, Chief Financial Officer, and the sole member of our Board of Directors ~~terminated~~. Mr. ~~the~~Thomson ~~convertible~~was ~~notes~~appointed ~~offering~~a ~~approved~~director on ~~March~~January 16, ~~2010~~2006 and has served as our President, Secretary, Treasurer, Chief Executive Officer and ~~approved~~Chief ~~two~~Financial ~~private~~Officer ~~placement~~since ~~offerings~~January ~~for~~16, up2006. Mr. toThomson anwas employed ~~aggregate~~from 1981 to 1998 in senior management positions with the Bank of 10Montreal,~~000~~ including five years as Branch Manager,~~000~~ ~~Units~~four ~~for~~years ~~proceeds~~as Regional Marketing Manager and five years as Senior Private Banker. Mr. Thomson retired from the Bank of upMontreal in 1998. From February 1999 to ~~$100~~August 2006,~~000~~ Mr. Thomson served as ~~follows:~~a director and officer of Royalite Petroleum Company Inc. (formerly Worldbid Corporation), a public company quoted on the OTC Bulletin Board, engaged in the acquisition and exploration of oil and gas properties. Since February 16, 2008, Mr. Thomson has served as the sole executive officer and sole director of Greenlite Ventures Inc., a public company quoted on the OTC Bulletin Board, engaged in the exploration of mineral properties.

33Mr. Thomson provides his services on a part-time basis as required for our business. Mr. Thomson presently commits approximately 6 to 8 hours a week of his business time to our business. On March 21, 2006, we entered into a management agreement with Howard Thomson. See “Employment Contracts” below.

~~TERRACE~~Terms ~~VENTURES~~of ~~INC.~~Office

~~(AN~~Our ~~EXPLORATION~~directors ~~STAGE~~are appointed ~~COMPANY)~~for one year terms to hold office until the next annual general meeting of the holders of the our common stock, as provided by Article 330 of Chapter 78 “Private Corporations” of the Nevada Revised Statutes, or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board.

~~NOTES~~We TOdo ~~FINANCIAL~~not ~~STATEMENTS~~pay ~~(CONTINUED)~~to our directors any compensation for each director serving as a director on our board of directors. We anticipate that compensation may be paid to officers in the event that we determine to proceed with additional exploration programs beyond the fourth phase of our exploration program.

~~NOTE~~Significant Employees ~~12 – STOCK ISSUANCES - CONTINUED~~

~~Foreign~~We ~~Private~~have ~~Placement~~no significant employees other than our sole officer and director. We conduct our business through agreements with consultants and arms-length third parties.

OnCommittees ~~June 8, 2010, our Board~~ of ~~Directors approved a private placement offering of up to 5,000,000 Units at a price of $0.01 US per unit, with each Unit consisting of one share of our common stock and one share purchase warrant (~~the ~~Foreign~~Board ~~Private~~Of Placement”). Each share purchase warrant entitled the holder to purchase an additional share of common stock exercisable for a period of two years at a price of $0.01 US per share. The private placement offering was made to persons who are not “U.S. Persons” as defined in Regulation S. Subsequent to the offering, the corporation received subscriptions for an aggregate of 14,700,000 shares and payment in full of the subscription proceeds. In order to allow for the oversubscriptions to the Foreign Offering, on March 24, 2011, the Corporation increased the number of Shares being issued under the Offering to 14,700,000 Shares. Upon the issuance of the Shares, the Corporation terminated this Foreign Offering.Directors

UOur audit committee presently consists of our sole director.S We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. Our ~~Private~~sole ~~Placement~~director performs the functions of a nominating committee and oversees the process by which individuals may be nominated to our board of directors. The current size of our board of directors does not facilitate the establishment of a separate committee. We hope to establish a separate nominating committee consisting of independent directors, if the number of our directors is expanded.

Also, on June 8, 2010, our Board of Directors approved a private placement offering of up to 5,000,000 Units at a price of $0.01 US per Unit, with each Unit consisting of one share of our common stock and one share purchase warrant (the “U.S. Private Placement”). Each share purchase warrant entitled the holder to purchase an additional share of common stock exercisable for a period of two years at a price of $.01 US per share. The private placement offering was made to persons who are “Accredited Investors” as defined in Regulation D. Subsequent to the offering, the corporation received subscriptions for an aggregate of 5,300,000 shares and payment in full of the subscription proceeds. In order to allow for the oversubscriptions to the US Offering, on March 24, 2011, the Corporation increased the number of Shares being issued under the Offering to 5,300,000 Shares. Upon the issuance of the Shares, the Corporation terminated this US Offering.23

OnAudit ~~April~~Committee ~~26,~~Financial ~~2011 our Board of Directors approved two concurrent private placements as follows:~~Expert

~~Foreign~~We ~~Private~~have ~~Placement~~no audit committee financial expert serving on our audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.

OnCode ~~April~~Of 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 $0.10 US per share to persons who are not “US Persons” as defined in Regulation S if the Securities Act of 1933.Ethics

34We adopted a Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2004. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

~~TERRACE~~Compliance with ~~VENTURES~~Section ~~INC.~~16(a) of the Securities Exchange Act

Section 16(ANa) ~~EXPLORATION~~of the ~~STAGE~~Exchange ~~COMPANY~~Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of such reports received by the Company, no other reports were required for those persons.

~~NOTES~~ITEM TO11. ~~FINANCIAL~~EXECUTIVE ~~STATEMENTS (CONTINUED)~~COMPENSATION.

~~NOTE~~Summary 12Compensation ~~– STOCK ISSUANCES - CONTINUED~~Table

U.The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S.-K, ~~Private~~during ~~Placement~~the fiscal years ended April 30, 2013 and 2012.

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 $0.10 US per share. The offering will be made in the United States to persons who are accredited investors as defined in Regulation D of the Securities Act of 1933.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End April 30,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
Howard Thomson President, Secretary, Treasurer, CEO & CFO	2013 2012	$30,000 $30,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$30,000 $30,000

~~NOTE~~Outstanding Equity 13Awards –at ~~SUBSEQUENT~~Fiscal ~~EVENTS~~Year End

As ofat ~~August~~April 1030, ~~2012~~2013, ~~all~~we ~~stock~~ had ~~been~~no ~~issued~~outstanding inequity ~~accordance with the stock subscription agreements in effect at April 30, 2012~~awards.

35Employment Contracts

~~SUPPLEMENTAL~~Other ~~STATEMENT~~than as described below, we are not party to any employment contracts.

36On March 21, 2006, we entered into a management consulting agreement with Mr. Thomson, pursuant to which he agreed to act as our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer and provide certain management consulting services in consideration of which we agreed to pay a fee of $2,500 per month and make a payment of $2,500 for prior services provided in the month of February, 2006. Pursuant to the terms of the agreement, Mr. Thomson may also be granted incentive stock options from time to time as the board of Terrace may determine in their discretion. The agreement may be terminated by Terrace at any time on three months notice to Mr. Thomson and Mr. Thomson may terminate on 30 days notice. The management consulting agreement with Mr. Thomson expired effective March 21, 2008. Although this agreement has expired, we have agreed to continue to pay Mr. Thomson $2,500 for his management services.

~~TERRACE VENTURES INC.~~24

~~(AN~~ITEM ~~EXPLORATION~~12. ~~STAGE~~SECURITY ~~COMPANY)~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~STATEMENT~~EQUITY COMPENSATION ~~OF OPERATING EXPENSES~~PLANS

	YEAR ENDED		YEAR ENDED		INCEPTION to
	APRIL 30,2012		APRIL 30,2011		APRIL 30, 2012
Operating Expenses:
Accounting	$	24,830	$	24,570	$	181,500
Amortization		1,481		-0-		1,481
Bad Debt Expense		-0-		-0-		214,892
Bank Charges		220		456		1,420
Cancelled Merger Costs		-0-		-0-		8,300
Consulting		1,500		5,500		121,150
Exploration Expense		3,850		-0-		28,116
Foreign Exchange Loss		905		-0-		905
Impairment Expense		2,500		-0-		2,500
Interest Expense		2,656		-0-		2,656
Legal		36,917		27,597		320,231
Office Administration		30,000		30,000		204,600
Office Expenses		-0-		-0-		4,271
Property Maintenance		29,572		-0-		29,572
Regulatory Expenses/Fees		8,598		6,672		45,435
Rent		1,500		1,500		27,825
Telephone		900		900		7,631
Travel & Entertainment		193		-0-		4,901
Total Operating Expenses	$	145,622	$	97,195	$	1,207,386

On March 21, 2006, our Board of Directors approved the 2006 Stock Incentive Plan (the "2006 Option Plan"). The 2006 Option Plan provides that the option price be the fair market value of the stock at the date of grant as determined by our Board of Directors. Options granted become exercisable and expire as determined by our Board of Directors.

~~See~~The ~~Notes~~following totable ~~Financial~~sets forth ~~Statements~~certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved By Security Holders	Nil	N/A	N/A
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	4,000,000

~~ITEM~~2006 9.Stock Incentive ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Plan

~~None~~On March 21, 2006, we established our 2006 Stock Incentive Plan. The purpose of the 2006 Option Plan is to enhance the long-term stockholder value of Terrace by offering opportunities to our directors, officers, employees and eligible consultants and any entity that directly or indirectly is in control of or is controlled by Terrace (a “Related Company”) to acquire and maintain stock ownership in Terrace in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service or a Related Company.

~~ITEM~~The 9A2006 Option Plan is administered by our Board of Directors or by a committee of two or more non-employee directors appointed by our Board of Directors (the "Plan Administrator"). Subject ~~CONTROLS~~to ~~AND~~the ~~PROCEDURES~~provisions of the 2006 Option Plan, the Plan Administrator has full and final authority to grant the awards of stock options and to determine the terms and conditions of the awards and the number of shares to be issued pursuant thereto. Options granted under the 2006 Option Plan may be either "incentive stock options," which qualify for special tax treatment under the Internal Revenue Code of 1986, as amended, (the "Code"), non-qualified stock options or restricted shares.

~~Disclosure~~All ~~Controls~~of our employees and members ~~Procedures~~of our Board of Directors are eligible to be granted options. Individuals who have rendered or are expected to render advisory or consulting services to us are also eligible to receive options. The maximum number of shares of our Common Stock with respect to which options or rights may be granted under the 2006 Option Plan to any participant is 1,000,000 shares with the number of authorized shares under the 2006 Option Plan increasing on the first day of each quarter beginning with the fiscal quarter commencing May 1, 2006 by the lesser of the following amounts: (1) 15% of the total increase in the number of shares of Common Stock outstanding during the previous fiscal quarter; or (2) a lesser number of shares of Common Stock as may be determined by the Board, subject to certain adjustments to prevent dilution.

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 April 30, 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 below.25

~~Notwithstanding~~The exact terms of the option granted are contained in an option agreement between us and the ~~assessment~~person to ~~that~~whom ~~our~~such ~~internal~~option ~~control~~is ~~over~~granted. ~~financial~~Eligible ~~reporting~~employees ~~was~~are not ~~effective~~required ~~and~~to ~~that~~pay anything ~~there~~to ~~were~~receive ~~material~~options. ~~weaknesses~~The asexercise price for incentive stock options ~~identified~~must inbe ~~this~~no ~~report,~~less wethan ~~believe~~75% ~~that~~of ~~our~~the ~~financial~~fair ~~statements~~market ~~contained~~value inof ~~our~~the ~~Annual~~Common ~~Report~~Stock on ~~Form~~the date ~~10-K~~of grant. The exercise price for non-qualified stock options is determined by the ~~year~~Plan ~~ended~~Administrator in its sole and complete discretion. An option holder ~~April~~may 30exercise options from time to time, ~~2012~~subject ~~fairly~~to ~~present~~vesting. ~~our~~Options ~~financial~~will ~~condition,~~vest immediately ~~results~~upon death or disability of ~~operations~~a participant and ~~cash~~upon ~~flows~~certain inchange ~~all~~of ~~material~~control ~~respects~~events.

~~Management's~~The ~~Annual~~Plan ~~Report~~Administrator onmay amend ~~Internal~~the 2006 Option Plan at any time and in any manner, subject to the ~~Control~~following: ~~Over~~(1) ~~Financial~~no ~~Reporting~~recipient of any award may, without his or her consent, be deprived thereof or of any of his or her rights thereunder or with respect thereto as a result of such amendment or termination; and (2) any outstanding incentive stock option that is modified, extended, renewed, or otherwise altered must be treated in accordance with Section 424(h) of the Code.

~~Our~~The ~~management~~2006 isOption ~~responsible~~Plan terminates ~~for~~on ~~establishing~~March 21, 2016 unless sooner terminated by action of our Board of ~~and~~Directors. ~~maintaining~~All ~~adequate~~awards ~~internal~~granted ~~control~~under ~~over~~the ~~financial~~2006 ~~reporting~~Option Plan expire ten years from the date of grant, asor such ~~term~~shorter period as is ~~defined~~determined inby ~~Rules~~the ~~13a-15(f)~~Plan Administrator. ~~and~~No ~~15d-15(f)~~option ~~under~~is exercisable by any person after such expiration. If ~~the~~an ~~Exchange~~award ~~Act~~expires, terminates or is canceled, the shares of our Common Stock not purchased thereunder may again be available for issuance under the ~~Company~~2006 Option Plan.

~~Internal~~We ~~control~~have ~~over~~not ~~financial~~yet ~~reporting~~filed a ~~includes~~registration ~~those~~statement ~~policies~~under ~~and~~the ~~procedures~~Securities ~~that:~~Act ~~(1) pertain~~ to ~~the~~register ~~maintenance of records that, in reasonable detail, accurately and fairly reflect~~ the ~~transactions~~shares ~~and dispositions~~ of our ~~assets; (2) provide reasonable assurance that transactions are recorded~~ asCommon ~~necessary~~Stock toreserved ~~permit~~for ~~preparation~~issuance ofunder financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the ~~financial~~2006 ~~statements~~Option Plan.

~~Management recognizes that there are inherent~~SECURITY ~~limitations~~OWNERSHIP inOF ~~the~~CERTAIN ~~effectiveness~~BENEFICIAL ofOWNERS ~~any~~AND system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.MANAGEMENT

AThe ~~material~~following table ~~weakness~~sets isforth acertain ~~significant~~information ~~deficiency,~~concerning the number of shares of our orcommon ~~combination~~stock owned beneficially as of ~~significant~~March ~~deficiencies~~17, ~~that~~2014 ~~results~~by: (i) ineach ~~there~~person ~~being~~(including aany group) known to us to own more than ~~remote~~five ~~likelihood~~percent (5%) ~~that~~of aany ~~material~~class ~~misstatement~~of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders ~~annual~~listed orpossess ~~interim~~sole ~~financial~~voting ~~statements~~and ~~will~~investment ~~not~~power bewith ~~prevented~~respect orto the ~~detected~~shares shown.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock⁽¹⁾	Percentage of Common Stock⁽¹⁾
DIRECTORS AND OFFICERS
Common Stock	Howard Thomson CEO, CFO, President, Secretary, Treasurer & Director	450,000 Shares (direct)	1.4%
Common Stock	All Officers and Directors as a Group (1 person)	450,000 Shares	1.4%
5% SHAREHOLDERS
Common Stock	Estate of George Hatch (Deceased)⁽²⁾ 5% Holder 18555 2^nd Avenue, Surrey, BC, Canada	2,128,016 Shares (direct)	6.4%

~~Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:~~26

38(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 17, 2014. As of March 17, 2014, there were 33,160,660 shares of our common stock issued and outstanding.

~~Insufficient~~(2) ~~Resources:~~As Weof ~~have an~~March ~~inadequate~~17, ~~number~~2014, ofthe ~~personnel~~shares ~~with~~are ~~requisite~~still ~~expertise~~registered inunder the ~~key~~name ~~functional~~George ~~areas of finance and accounting~~Hatch.

~~Inadequate Segregation of Duties:~~CHANGES WeIN ~~have an inadequate number of personnel to properly implement control procedures.~~CONTROL

~~Insufficient~~We ~~Written~~are ~~Policies~~not ~~& Procedures:~~aware Weof ~~have~~any ~~insufficient~~arrangement ~~written~~that might ~~policies~~result ~~and~~in ~~procedures~~a ~~for~~change ~~accounting~~in ~~and~~control ~~financial~~in ~~reporting~~the future.

~~Lack of Audit Committee & Outside~~RELATED Directors on the Company’s Board of Directors: We do not have a functioning audit committee and outside directors on the Company’s Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.TRANSACTIONS

~~Management~~None isof ~~committed~~the tofollowing ~~improving~~parties ~~its internal~~has, ~~controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company~~during ~~with~~our ~~accounting~~last ~~and~~two ~~finance~~fiscal ~~responsibilities~~years, ~~(2)~~had ~~increase~~any ~~the~~material ~~frequency~~interest, ofdirect ~~independent~~or ~~reconciliations~~indirect, ofin ~~significant accounts~~any ~~which~~transaction ~~will~~with ~~mitigate~~us ~~the~~or ~~lack~~in ofany ~~segregation~~presently ofproposed ~~duties~~transaction ~~until~~that ~~there~~has ~~are~~or ~~sufficient personnel and (3) prepare and implement sufficient~~will ~~written~~materially ~~policies~~affect ~~and~~us, ~~checklists~~in ~~for~~which ~~financial~~the ~~reporting~~Company ~~and~~is ~~closing~~a ~~processes and (4) may consider appointing outside directors and audit committee members in the future.~~participant:

~~Management,~~(i) ~~including~~Any ~~our Chief~~of ~~Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with~~ our ~~independent registered~~directors ~~public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual~~ or ~~interim financial statements could occur that would not be prevented or detected.~~officers;

~~This~~(ii) ~~Annual~~Any ~~Report~~person ~~does~~proposed ~~not~~as ~~include~~a ~~an attestation~~nominee ~~report~~for ofelection ~~our~~as ~~registered~~a public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report.director;

~~Changes~~(iii) inAny ~~Internal~~person ~~Control~~who ~~over~~beneficially ~~Financial~~owns, ~~Reporting~~directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

~~There~~(iv) ~~were~~Any ~~no changes~~of in our ~~internal~~promoters; control over financial reporting that occurred during the fiscal quarter ended April 30, 2012 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.and

~~Limitations~~(v) onAny ~~the~~relative ~~Effectiveness~~or spouse of ~~Controls~~ ~~and~~any ~~Procedures~~of the foregoing persons who has the same house as such person.

~~Our~~DIRECTOR management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.INDEPENDENCE

~~ITEM~~Our 9Bcommon stock is quoted on the OTC Markets Pink Sheets inter-dealer quotation system, which does not have director independence requirements. Under ~~OTHER~~NASDAQ ~~INFORMATION~~Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director, Howard Thomson, is also our sole executive officer. As a result, we do not have any independent directors.

~~None~~As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

3927

~~PART~~ITEM ~~III~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~ITEM~~During ~~10.~~the ~~DIRECTORS~~fiscal years ended April 30, ~~EXECUTIVE~~2013 ~~OFFICERS~~and ~~AND~~2012, ~~CORPORATE~~we ~~GOVERNANCE.~~retained our independent auditors, Sarna & Company, Certified Public Accountants (“Sarna”), and Saturna Group Chartered Accountants LLP (“Saturna”) to provide services in the following categories and amounts:

The following table sets forth the name and positions of our sole executive officer and director.

	Year Ended April 30, 2013⁽¹⁾	Year Ended April 30, 2012⁽²⁾
Audit Fees	$13,500	$22,600
Audit-Related Fees	$NIL	$NIL
Tax Fees	$NIL	$NIL
All Other Fees	$NIL	$NIL
Total	$13,500	$22,600

Note:

Name		Age		Positions
Howard Thomson		66		President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Sole Director

(1)

Of the $13,500 in audit fees reported for the year ended April 30, 2013, $9,000 is from services provided by Saturna and $4,500 is from services provided by Sarna.

~~Set~~(2) ~~forth~~All ~~below~~of isthe a$22,600 ~~brief~~in ~~description of~~audit fees reported for the ~~background~~year ~~and~~ended ~~business~~April ~~experience~~30, of2012 ~~our~~are ~~sole~~from ~~executive~~services ~~officer~~provided ~~and~~by ~~director:~~Sarna.

~~Howard~~Our ~~Thomson~~Audit isCommittee ~~our~~has ~~President, Secretary,~~considered ~~Treasurer,~~whether ~~Chief Executive Officer, Chief Financial Officer, and~~ the ~~sole~~provision ~~member~~ of ~~our Board of Directors. Mr. Thomson~~ ~~was~~non-audit ~~appointed~~services ais ~~director~~compatible on January 16, 2006 and has served as our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer since January 16, 2006. Mr. Thomson was employed from 1981 to 1998 in senior management positions with ~~the~~ ~~Bank~~maintaining ~~of Montreal, including five years as Branch Manager, four years as Regional Marketing Manager and five years as Senior Private Banker. Mr. Thomson retired from~~ the ~~Bank~~independence of ~~Montreal~~Sarna ~~in 1998. From February 1999 to August 2006, Mr. Thomson served as a director~~ and ~~officer of Royalite Petroleum Company Inc. (formerly Worldbid Corporation), a public company quoted on the OTC~~ ~~Bulletin Board~~Saturna, ~~engaged in the acquisition~~ and ~~exploration of oil and gas properties. Since February 16, 2008, Mr. Thomson~~ has ~~served~~ asconcluded ~~the~~that ~~sole~~it ~~executive officer and sole director of Greenlite Ventures Inc~~is.~~, a public company quoted on the OTC Bulletin Board, engaged in the exploration of mineral properties.~~

~~Mr.~~Policy ~~Thomson provides his services~~ on ~~a part~~Pre-~~time~~Approval ~~basis~~by asAudit ~~required~~Committee ~~for our business. Mr. Thomson presently commits approximately 6 to 8 hours a week~~ of ~~his~~Services ~~business~~Performed ~~time to~~by ~~our business. On March 21, 2006, we entered into a management agreement with Howard Thomson. See “Employment Contracts”~~Independent ~~below.~~Auditors

~~Terms~~The policy of ~~Office~~our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by our independent auditors during the fiscal year.

~~Our~~No ~~directors~~services ~~are~~related ~~appointed for one year terms~~ to ~~hold~~Audit-Related ~~office~~Fees, ~~until~~Tax ~~the~~Fees ~~next~~or All ~~annual~~Other ~~general~~Fees ~~meeting~~described ofabove ~~the~~that ~~holders~~were ofapproved ~~the our common stock, as provided~~ by ~~Article~~the ~~330~~Audit ofCommittee ~~Chapter~~pursuant 78to ~~“Private~~the ~~Corporations”~~waiver of ~~the~~pre-approval ~~Nevada~~provisions ~~Revised~~set ~~Statutes,~~forth ~~or until removed from office~~ in ~~accordance~~the ~~with our~~applicable ~~by-laws.~~rules ~~Our officers are appointed by our board~~ of ~~directors~~the ~~and hold office until removed by our board~~SEC.

We do not pay to our directors any compensation for each director serving as a director on our board of directors. We anticipate that compensation may be paid to officers in the event that we determine to proceed with additional exploration programs beyond the fourth phase of our exploration program.28

~~Significant~~ PART ~~Employees~~IV

WeITEM ~~have no significant employees other than our sole officer and director~~15. WeEXHIBITS, ~~conduct~~FINANCIAL ~~our~~STATEMENT ~~business through agreements with consultants and arms-length third parties~~SCHEDULES.

Committees of the Board Of Directors

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:

~~Our~~(1) ~~audit~~Filed ~~committee~~with ~~presently~~the ~~consists of~~SEC ~~our~~as ~~sole director. We do not have a compensation committee, nominating committee,~~ an ~~executive~~exhibit committee of our board of directors, stock plan committee or any other committees. Our sole director performs the functions of a nominating committee and oversees the process by which individuals may be nominated to our ~~board~~Registration ofStatement ~~directors.~~on ~~The~~Form ~~current~~10-SB ~~size~~originally offiled ~~our~~on ~~board~~February ~~of directors does not facilitate the establishment of a separate committee. We hope to establish a separate nominating committee consisting of independent directors~~2, if ~~the number of our directors is expanded~~2004.

40(2) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 27, 2005.

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

We(4) ~~have~~Filed nowith ~~audit~~the ~~committee~~SEC ~~financial~~as ~~expert serving~~an onexhibit ~~our audit committee. We believe the cost related~~ to ~~retaining~~our aQuarterly ~~financial~~Report ~~expert~~on atForm ~~this~~10-QSB ~~time~~filed ison ~~prohibitive.~~March ~~Further~~22, ~~because~~ ~~of our stage of development, we believe the services of a financial expert are not warranted~~2006.

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

We(6) ~~adopted~~Filed awith Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. ~~Our Code of Ethics was attached~~ as an exhibit to our Annual Report on Form 10-KSB for the year ended April 30, 2004. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed ~~with~~on ~~the~~October ~~SEC~~2, 2008.

~~Compliance~~(7) Filed with ~~Section~~the ~~16(a)~~SEC ofas ~~the~~an ~~Securities~~exhibit ~~Exchange Act~~to our Current Report on Form 8-K filed on April 29, 2009.

~~Section 16~~(a8) ofFiled the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. ~~Reporting~~as ~~Persons~~an ~~are~~exhibit ~~required by SEC regulations~~ to ~~furnish~~our usAnnual ~~with~~Report ~~copies of all forms they file pursuant to Section 16(a). Based solely~~ on ~~our~~Form ~~review~~10-K offiled ~~such reports received by the Company, the Company has determined that the following persons have failed to file,~~ on aAugust ~~timely basis~~13, ~~the identified reports required by Section 16(a) of the Exchange Act:~~2009.

~~Name~~(9) ~~and~~Filed ~~Principal~~with ~~Position~~the ~~Number~~SEC ofas ~~Late~~an ~~Insider~~exhibit ~~Reports Transactions Not Timely Reported Known Failures~~ to ~~File~~our aCurrent ~~Required~~Report on Form ~~Howard~~8-K ~~Thomson~~filed ~~Sole~~on ~~Executive~~April ~~Officer~~28, ~~and Director One One None~~2011.

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

~~Summary~~(11) ~~Compensation~~Filed ~~Table~~with the SEC as an exhibit to our Current Report on Form 8-K filed on September 12, 2013.

~~The~~(12) ~~following~~Filed ~~table~~with ~~sets~~the ~~forth~~SEC ~~total~~as ~~compensation paid~~an exhibit to ~~or earned by~~ our ~~named~~Quarterly ~~executive~~Report ~~officers,~~on asForm ~~that term is defined in Item 402(m)(2) of Regulation S~~10-K,Q ~~during~~filed ~~the~~on ~~fiscal years~~March ~~ended April 30~~19, ~~2012 and 2011.~~2014

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End April 30,	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen- sation ($)		Nonqualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)
Howard Thomson	2012	$	30,000	$	0	$	0	$	0	$	0	$	0	$	0	$	30,000
President, Secretary, Treasurer, CEO & CFO	2011	$	30,000	$	0	$	0	$	0	$	0	$	0	$	0	$	30,000

41 SIGNATURES

~~Outstanding~~Pursuant ~~Equity~~to ~~Awards~~the requirements atof ~~Fiscal~~Section ~~Year~~13 ~~End~~or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

As at April 30, 2012, we had no outstanding equity awards.

			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)

~~Employment~~Pursuant ~~Contracts~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Other than as described below, we are not party to any employment contracts.

Date:	March 18, 2014	By:	/s/ Howard Thomson
			HOWARD THOMSON
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary, Treasurer and
			Director

On March 21, 2006, we entered into a management consulting agreement with Mr. Thomson, pursuant to which he agreed to act as our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer and provide certain management consulting services in consideration of which we agreed to pay a fee of $2,500 per month and make a payment of $2,500 for prior services provided in the month of February, 2006. Pursuant to the terms of the agreement, Mr. Thomson may also be granted incentive stock options from time to time as the board of Terrace may determine in their discretion. The agreement may be terminated by Terrace at any time on three months notice to Mr. Thomson and Mr. Thomson may terminate on 30 days notice. The management consulting agreement with Mr. Thomson expired effective March 21, 2008. Although this agreement has expired, we have agreed to continue to pay Mr. Thomson $2,500 for his management services.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved By Security Holders	Nil	N/A	N/A
Equity Compensation Plans Not Approved By Security Holders	Nil	N/A	4,000,000

2006 Stock Incentive Plan

On March 21, 2006, we established our 2006 Stock Incentive Plan. The purpose of the 2006 Option Plan is to enhance the long-term stockholder value of Terrace by offering opportunities to our directors, officers, employees and eligible consultants and any entity that directly or indirectly is in control of or is controlled by Terrace (a “Related Company”) to acquire and maintain stock ownership in Terrace in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service or a Related Company.

The 2006 Option Plan is administered by our Board of Directors or by a committee of two or more non-employee directors appointed by our Board of Directors (the "Plan Administrator"). Subject to the provisions of the 2006 Option Plan, the Plan Administrator has full and final authority to grant the awards of stock options and to determine the terms and conditions of the awards and the number of shares to be issued pursuant thereto. Options granted under the 2006 Option Plan may be either "incentive stock options," which qualify for special tax treatment under the Internal Revenue Code of 1986, as amended, (the "Code"), non-qualified stock options or restricted shares.

All of our employees and members of our Board of Directors are eligible to be granted options. Individuals who have rendered or are expected to render advisory or consulting services to us are also eligible to receive options. The maximum number of shares of our Common Stock with respect to which options or rights may be granted under the 2006 Option Plan to any participant is 1,000,000 shares with the number of authorized shares under the 2006 Option Plan increasing on the first day of each quarter beginning with the fiscal quarter commencing May 1, 2006 by the lesser of the following amounts: (1) 15% of the total increase in the number of shares of Common Stock outstanding during the previous fiscal quarter; or (2) a lesser number of shares of Common Stock as may be determined by the Board, subject to certain adjustments to prevent dilution.

The exact terms of the option granted are contained in an option agreement between us and the person to whom such option is granted. Eligible employees are not required to pay anything to receive options. The exercise price for incentive stock options must be no less than 75% of the fair market value of the Common Stock on the date of grant. The exercise price for non-qualified stock options is determined by the Plan Administrator in its sole and complete discretion. An option holder may exercise options from time to time, subject to vesting. Options will vest immediately upon death or disability of a participant and upon certain change of control events.

The Plan Administrator may amend the 2006 Option Plan at any time and in any manner, subject to the following: (1) no recipient of any award may, without his or her consent, be deprived thereof or of any of his or her rights thereunder or with respect thereto as a result of such amendment or termination; and (2) any outstanding incentive stock option that is modified, extended, renewed, or otherwise altered must be treated in accordance with Section 424(h) of the Code.

The 2006 Option Plan terminates on March 21, 2016 unless sooner terminated by action of our Board of Directors. All awards granted under the 2006 Option Plan expire ten years from the date of grant, or such shorter period as is determined by the Plan Administrator. No option is exercisable by any person after such expiration. If an award expires, terminates or is canceled, the shares of our Common Stock not purchased thereunder may again be available for issuance under the 2006 Option Plan.

We have not yet filed a registration statement under the Securities Act to register the shares of our Common Stock reserved for issuance under the 2006 Option Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 13, 2012 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock(1)	Percentage of Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	Howard Thomson CEO, CFO, President, Secretary, Treasurer & Director	450,000 Shares (direct)	1.4	%
Common Stock	All Officers and Directors as a Group (1 person)	450,000 Shares	1.4	%
5% SHAREHOLDERS
Common Stock	George Hatch 5% Holder 18555 2nd Avenue, Surrey, BC, Canada	2,128,016 Shares (direct)	6.4	%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 13, 2012. As of August 13, 2012, there were 33,160,660 shares of our common stock issued and outstanding.

(2)

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATED TRANSACTIONS

None of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which the Company is a participant:

(i) Any of our directors or officers;

(ii) Any person proposed as a nominee for election as a director;

(iii) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

(iv) Any of our promoters; and

(v) Any relative or spouse of any of the foregoing persons who has the same house as such person.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director, Howard Thomson, is also our sole executive officer. As a result, we do not have any independent directors.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

During the fiscal years ended April 30, 2012 and 2011, we retained our independent auditor, Sarna & Company, Certified Public Accountants, to provide services in the following categories and amounts:

	Year Ended April 30, 2012		Year Ended April 30, 2011
Audit Fees	$	12,900	$	12,800
Audit-Related Fees	$	NIL	$	NIL
Tax Fees	$	NIL	$	NIL
All Other Fees	$	9,700	$	NIL
Total	$	22,600	$	12,800

Our Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Sarna & Company, and has concluded that it is.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by our independent auditors during the fiscal year.

No services related to Audit-Related Fees, Tax Fees or All Other Fees described above that were approved by the Audit Committee pursuant to the waiver of pre-approval provisions set forth in the applicable rules of the SEC.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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)
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)

Exhibit Number		Description of Exhibit
10.10		Amendment Agreement dated July 31, 2012 between Pengram Corporation and Terrace Ventures Inc.
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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	August 14, 2012	By:	/s/ Howard Thomson
			HOWARD THOMSON
			Chief Executive Officer, Chief Financial Officer ,
			President, Secretary, Treasurer and
			Director

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