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.)


    500 North Rainbow Blvd. Suite 300
         Las Vegas, NV                            89107
      ----------------------            --------------------
 (Address of principal executive            (Zip Code)
             offices)


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

                  Consulting Agreements Between
                    the Company and Scott Bleazard,
                           Stephen Brock
                    (Full title of the plans)

                    Terence Channon, President
                       TerenceNet, Inc.
                 500 N. Rainbow Blvd., Suite 300
                      Las Vegas, NV  89107
             ---------------------------------------
             (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,       450,000      $0.10    $45,000    $13.28
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 September 2, 2002.

                             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:

          Scott Bleazard       225,000
          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  June 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.
      500 North Rainbow Blvd., Suite 300
      Las Vegas, NV 89107
      (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'
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.



PAGE-4-



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  of
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.

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.



PAGE-5-



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4a   -   Consulting Agreement between TerenceNet, Inc.
and Scott Bleazard

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

     4c   -  Consulting Agreement between TerenceNet, Inc.
and Scott Bleazard

     4d   -   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


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.



PAGE-6-



(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  30th  day  of August, 2002.


                              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:


                                        August 30, 2002
/s/ Terence Channon
-----------------------------
Terence Channon
President and Director







PAGE-8-
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{"company-data": {"conformed-name": "TERENCENET INC", "cik": "0001138462", "assigned-sic": "7371", "irs-number": "912079553", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99173", "film-number": "02757076"}, "business-address": {"street1": "500 N RAINBOW BLVD ST 300", "city": "LAS VEGAS", "state": "NV", "zip": "89107"}, "mail-address": {"street1": "500 N RAINBOW BLVD STE 300", "city": "LAS VEGAS", "state": "NV", "zip": "89107"}}
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.)

    500 North Rainbow Blvd. Suite 300
         Las Vegas, NV                            89107
      ----------------------            --------------------
 (Address of principal executive            (Zip Code)
             offices)

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

                  Consulting Agreements Between
                    the Company and Scott Bleazard,
                           Stephen Brock
                    (Full title of the plans)

                    Terence Channon, President
                       TerenceNet, Inc.
                 500 N. Rainbow Blvd., Suite 300
                      Las Vegas, NV  89107
             ---------------------------------------
             (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,       450,000      $0.10    $45,000    $13.28
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 September 2, 2002.

                             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:

          Scott Bleazard       225,000
          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  June 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.
      500 North Rainbow Blvd., Suite 300
      Las Vegas, NV 89107
      (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'
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.

PAGE-4-

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  of
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.

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.

PAGE-5-

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4a   -   Consulting Agreement between TerenceNet, Inc.
and Scott Bleazard

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

     4c   -  Consulting Agreement between TerenceNet, Inc.
and Scott Bleazard

     4d   -   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

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.

PAGE-6-

(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  30th  day  of August, 2002.

                              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:

                                        August 30, 2002
/s/ Terence Channon
-----------------------------
Terence Channon
President and Director

PAGE-8-