U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                        TERENCENET, INC
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Nevada                         91-2079553
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)


      6 Avenue A
      Ft. Pierce, FL                          34950
   ----------------------                -------------------
 (Address of principal executive            (Zip Code)
             offices)


                         (772) 429-1401
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                    the Company Stephen Brock
                    (Full title of the plans)

                    Terence Channon, President
                       TerenceNet, Inc.
                          6 Avenue A
                      Ft. Pierce, FL 34950
              -------------------------------------
             (Name and address of agent for service)

                         (772) 429-1401
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)










PAGE-1-




=================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate   Amount of
   Title of      Amount to be    price     offering  registration
  securities
     to be        Registered    per unit    price        fee
  registered
----------------------------------------------------------------
Common stock,       225,000      $0.08     $18,000      $5.31
par                 shares
value, $0.001
per
share
----------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked   price  of Common Stock of TerenceNet, Inc. as reported on
the OTCBB on February 25, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The   Company  is offering shares of its common stock  to  an individual
for  consulting services on  the  Company's  behalf. This  issuance   of
shares  is  being  made pursuant  to  consulting agreement  between  the
Company  and the individual.  The  Company has  equated this  number  of
shares  to  the  value of the consulting services   provided  or  to  be
provided  by  these  individuals.   The shares  issued  hereunder   will
not    be    subject   to   any   resale  restrictions.   The  following
individual will receive the  number of shares listed next to his name:

          Stephen Brock        225,000

Item 2.  Registrant Information And Employee Plan Annual Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



PAGE-2-



                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The   following  documents,  filed  with  the  Securities  and  Exchange
Commission   (the   "Commission")  by   TerenceNet,   Inc.,   a   Nevada
corporation (the "Company"), are incorporated herein by reference:

      (a)  The  registrant's Articles of Incorporation  filed  on
October 11, 2000;

      (b)  The registrant's By-Laws filed on October 11, 2000;

      (c)  The Company's Form 10-SB12G Registration Statement initially
filed  by  the  Company under the Securities Exchange Act  of  1934,  as
amended (the "Exchange Act"), with the Commission on April 5, 2002,  and
subsequent amendments thereto;

      (d)  The Form 10-QSB quarterly report of the Company   for   its
quarter ended  September 30, 2002, and all other reports of  the Company
filed  pursuant  to  Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934 since the filing of the 10-SB12G on April 5, 2002; and

      (e)  All  documents subsequently filed  by  the  registrant
pursuant  to  sections 13(a), 13(c), 14 and 15(d) of  the  Exchange  Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

      Terence Channon, President, Chief Executive Officer
      TerenceNet, Inc.
      6 Avenue A
      Ft. Pierce, FL 34950
      (772) 429-1401


ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares  registered herein are being issued to the  consultants  for
services   provided  to  the  Registrant.   Neither   the   Registrant's
Accountants  nor  any other experts named in the registration  statement
have any equity or other interest in the Registrant.



PAGE-3-



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General  Corporation
Laws  provides  as follows: 78.751 Indemnification  of  officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'



PAGE-4-



fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person  is fairly and reasonably
entitled to indemnity for such expenses  as the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.







PAGE-5-



6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action.

 (b)  Continues  for  a person  who  has  ceased to be a director,
officer,  employee  or agent  and  endures  to the benefit of the
heirs,  executors  and administrators of such a person.  Insofar as
indemnification  for liabilities arising under the Securities Act
may be permitted  to directors,  officers and controlling persons
of  the  Registrant pursuant   to   the  foregoing  provisions,
or  otherwise,   the Registrant has been advised that in the opinion
of the Securities and  Exchange  Commission such indemnification is
against  public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

      4a - Consulting Agreement between TerenceNet, Inc. and Stephen Brock

      4b - Consulting Agreement between TerenceNet, Inc. and Stephen Brock

       5 - Opinion of Harold P. Gewerter, Esq., Ltd.

    23.a - Consent of Harold P. Gewerter, Esq., Ltd. (included in Exhibit 5)

    23.b - Malone & Bailey, PLLC




PAGE-6-



ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

  (1)   To  file,  during any period in which offers or sales  are being
      made, a post-effective amendment to this registration statement to
      include  any  material information with respect  to  the  plan  of
      distribution   not   previously  disclosed  in  the   registration
      statement  or  any  material change to  such  information  in  the
      registration statement.

  (2)  That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall
      be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.

  (3)   To   remove   from  registration by means  of  a  post-effective
      amendment  any  of  the securities being registered  which  remain
      unsold at the termination of the offering.

(b)  The  undersigned Company hereby undertakes that,  for  purposes  of
   determining  any liability under the Securities Act  of   1933,  each
   filing  of the Company's annual report pursuant  to Section 13(a)  or
   Section  15(d)  of  the Securities Exchange Act of 1934  (and,  where
   applicable,  each filing of an employee benefit plan's annual  report
   pursuant  to Section 15(d) of the Securities Exchange Act  of   1934)
   that  is   incorporated  by reference in the  registration  statement
   shall  be deemed to be a new registration statement relating  to  the
   securities  offered therein, and the offering of such  securities  at
   that  time  shall  be  deemed to be the initial  bona  fide  offering
   thereof.

(c)  Insofar as indemnification for liabilities arising under Securities
   Act  of 1933 may be permitted to directors, officers, and controlling
   persons  of  the  Company  pursuant to the foregoing  provisions,  or
   otherwise,  the Company has been advised that in the opinion  of  the
   Securities  and Exchange Commission such indemnification  is  against
   public   policy   as  expressed  in  the  Act  and   is,   therefore,
   unenforceable.   In  the  event  that  a  claim  for  indemnification
   against  such  liabilities  (other than payment  by  the  Company  of
   expenses  paid  or  incurred by a director,  officer  or  controlling
   person of the Company in the successful defense of any action,  suit,
   or  proceeding) is asserted by such director, officer, or controlling
   person  in  connection  with  the securities  being  registered,  the
   Company  will,  unless in the opinion of its counsel the  matter  has
   been  settled  by  controlling  precedent,  submit  to  a  court   of
   appropriate  jurisdiction the question whether  such  indemnification
   by  it is against public policy as expressed in the Act and will   be
   governed by the final adjudication of such issue.





PAGE-7-




                             SIGNATURES


Pursuant   to  the  requirements of the Securities  Act  of  1933,   the
Company  certifies that it has reasonable grounds to  believe   that  it
meets  all  of  the requirements for filing on Form S-8  and   has  duly
caused   this  Registration Statement to be  signed  on  its  behalf  by
the  undersigned, thereunto duly authorized, in the City of  Las  Vegas,
the State of Nevada, on this  26th  day  of February, 2003.


                              TerenceNet, Inc.



                              By:  /s/ Terence Channon
                                 ----------------------------
                                 Terence Channon, President




Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:


                                        February 26, 2003
/s/ Terence Channon
-----------------------------
Terence Channon
President and Director























PAGE-8-
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U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                        TERENCENET, INC
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                         91-2079553
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)

      6 Avenue A
      Ft. Pierce, FL                          34950
   ----------------------                -------------------
 (Address of principal executive            (Zip Code)
             offices)

                         (772) 429-1401
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                    the Company Stephen Brock
                    (Full title of the plans)

                    Terence Channon, President
                       TerenceNet, Inc.
                          6 Avenue A
                      Ft. Pierce, FL 34950
              -------------------------------------
             (Name and address of agent for service)

                         (772) 429-1401
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

PAGE-1-

=================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate   Amount of
   Title of      Amount to be    price     offering  registration
  securities
     to be        Registered    per unit    price        fee
  registered
----------------------------------------------------------------
Common stock,       225,000      $0.08     $18,000      $5.31
par                 shares
value, $0.001
per
share
----------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked   price  of Common Stock of TerenceNet, Inc. as reported on
the OTCBB on February 25, 2003.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The   Company  is offering shares of its common stock  to  an individual
for  consulting services on  the  Company's  behalf. This  issuance   of
shares  is  being  made pursuant  to  consulting agreement  between  the
Company  and the individual.  The  Company has  equated this  number  of
shares  to  the  value of the consulting services   provided  or  to  be
provided  by  these  individuals.   The shares  issued  hereunder   will
not    be    subject   to   any   resale  restrictions.   The  following
individual will receive the  number of shares listed next to his name:

          Stephen Brock        225,000

Item 2.  Registrant Information And Employee Plan Annual Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PAGE-2-

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The   following  documents,  filed  with  the  Securities  and  Exchange
Commission   (the   "Commission")  by   TerenceNet,   Inc.,   a   Nevada
corporation (the "Company"), are incorporated herein by reference:

      (a)  The  registrant's Articles of Incorporation  filed  on
October 11, 2000;

      (b)  The registrant's By-Laws filed on October 11, 2000;

      (c)  The Company's Form 10-SB12G Registration Statement initially
filed  by  the  Company under the Securities Exchange Act  of  1934,  as
amended (the "Exchange Act"), with the Commission on April 5, 2002,  and
subsequent amendments thereto;

      (d)  The Form 10-QSB quarterly report of the Company   for   its
quarter ended  September 30, 2002, and all other reports of  the Company
filed  pursuant  to  Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934 since the filing of the 10-SB12G on April 5, 2002; and

      (e)  All  documents subsequently filed  by  the  registrant
pursuant  to  sections 13(a), 13(c), 14 and 15(d) of  the  Exchange  Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

      Terence Channon, President, Chief Executive Officer
      TerenceNet, Inc.
      6 Avenue A
      Ft. Pierce, FL 34950
      (772) 429-1401

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares  registered herein are being issued to the  consultants  for
services   provided  to  the  Registrant.   Neither   the   Registrant's
Accountants  nor  any other experts named in the registration  statement
have any equity or other interest in the Registrant.

PAGE-3-

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General  Corporation
Laws  provides  as follows: 78.751 Indemnification  of  officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'

PAGE-4-

fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person  is fairly and reasonably
entitled to indemnity for such expenses  as the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

PAGE-5-

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action.

 (b)  Continues  for  a person  who  has  ceased to be a director,
officer,  employee  or agent  and  endures  to the benefit of the
heirs,  executors  and administrators of such a person.  Insofar as
indemnification  for liabilities arising under the Securities Act
may be permitted  to directors,  officers and controlling persons
of  the  Registrant pursuant   to   the  foregoing  provisions,
or  otherwise,   the Registrant has been advised that in the opinion
of the Securities and  Exchange  Commission such indemnification is
against  public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

      4a - Consulting Agreement between TerenceNet, Inc. and Stephen Brock

      4b - Consulting Agreement between TerenceNet, Inc. and Stephen Brock

       5 - Opinion of Harold P. Gewerter, Esq., Ltd.

    23.a - Consent of Harold P. Gewerter, Esq., Ltd. (included in Exhibit 5)

    23.b - Malone & Bailey, PLLC

PAGE-6-

ITEM 9.  UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

  (1)   To  file,  during any period in which offers or sales  are being
      made, a post-effective amendment to this registration statement to
      include  any  material information with respect  to  the  plan  of
      distribution   not   previously  disclosed  in  the   registration
      statement  or  any  material change to  such  information  in  the
      registration statement.

  (2)  That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall
      be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.

  (3)   To   remove   from  registration by means  of  a  post-effective
      amendment  any  of  the securities being registered  which  remain
      unsold at the termination of the offering.

(b)  The  undersigned Company hereby undertakes that,  for  purposes  of
   determining  any liability under the Securities Act  of   1933,  each
   filing  of the Company's annual report pursuant  to Section 13(a)  or
   Section  15(d)  of  the Securities Exchange Act of 1934  (and,  where
   applicable,  each filing of an employee benefit plan's annual  report
   pursuant  to Section 15(d) of the Securities Exchange Act  of   1934)
   that  is   incorporated  by reference in the  registration  statement
   shall  be deemed to be a new registration statement relating  to  the
   securities  offered therein, and the offering of such  securities  at
   that  time  shall  be  deemed to be the initial  bona  fide  offering
   thereof.

(c)  Insofar as indemnification for liabilities arising under Securities
   Act  of 1933 may be permitted to directors, officers, and controlling
   persons  of  the  Company  pursuant to the foregoing  provisions,  or
   otherwise,  the Company has been advised that in the opinion  of  the
   Securities  and Exchange Commission such indemnification  is  against
   public   policy   as  expressed  in  the  Act  and   is,   therefore,
   unenforceable.   In  the  event  that  a  claim  for  indemnification
   against  such  liabilities  (other than payment  by  the  Company  of
   expenses  paid  or  incurred by a director,  officer  or  controlling
   person of the Company in the successful defense of any action,  suit,
   or  proceeding) is asserted by such director, officer, or controlling
   person  in  connection  with  the securities  being  registered,  the
   Company  will,  unless in the opinion of its counsel the  matter  has
   been  settled  by  controlling  precedent,  submit  to  a  court   of
   appropriate  jurisdiction the question whether  such  indemnification
   by  it is against public policy as expressed in the Act and will   be
   governed by the final adjudication of such issue.

PAGE-7-

                             SIGNATURES

Pursuant   to  the  requirements of the Securities  Act  of  1933,   the
Company  certifies that it has reasonable grounds to  believe   that  it
meets  all  of  the requirements for filing on Form S-8  and   has  duly
caused   this  Registration Statement to be  signed  on  its  behalf  by
the  undersigned, thereunto duly authorized, in the City of  Las  Vegas,
the State of Nevada, on this  26th  day  of February, 2003.

                              TerenceNet, Inc.

                              By:  /s/ Terence Channon
                                 ----------------------------
                                 Terence Channon, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:

                                        February 26, 2003
/s/ Terence Channon
-----------------------------
Terence Channon
President and Director

PAGE-8-