8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 5, 2006
Date of Report (Date of earliest event reported)

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

NEVADA	000-50569	91-2147101
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)

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

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

On October 5, 2006, Terrace Ventures Inc. (the “Company”) entered into a management consulting agreement with Ian Brodie. Pursuant to the terms of the agreement, Mr. Brodie is to be paid consulting fees of $10,000 per month, in consideration of which Mr. Brodie agreed to act as the Company’s Executive Vice President. Mr. Brodie may be granted, subject to the approval of the Company’s Board, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the Board, in its absolute discretion, may from time to time determine. The term of the agreement is for a period expiring at the close of business on October 7, 2007, unless otherwise terminated pursuant to the terms of the agreement or extended by the Board.

On October 5, 2006, the Company entered into a management consulting agreement with Frank Anderson. Pursuant to the terms of the agreement, Mr. Anderson is to be paid consulting fees of $10,000 per month, in consideration of which Mr. Anderson agreed to act as the Company’s Vice President of Finance. Mr. Anderson may be granted, subject to the approval of the Company’s Board, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the Board, in its absolute discretion, may from time to time determine. The term of the agreement is for a period expiring at the close of business on October 7, 2007, unless otherwise terminated pursuant to the terms of the agreement or extended by the Board.

Copies of each of the above referenced management consultant agreements are attached as exhibits to this Current Report on Form 8-K.

Item 5.02 Departures Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers.

On October 5, 2006, the Company appointed Ian Brodie as the Company’s Executive Vice President and Frank Anderson as the Company’s Vice President of Finance.

The Company entered into management consulting agreements with each of Ian Brodie and Frank Anderson pursuant to which each of Mr. Brodie and Mr. Anderson will receive management consulting fees of $10,000 each per month.

Ian Brodie - Mr. Brodie has served as President of Westin Capital Inc., a venture capital firm, from April 2001 to the present. In this capacity he has reviewed business plans of potential client companies to assess their viability, and been the key decision maker as to Westin Capital’s intention to provide funding. In addition he has provided client companies with management expertise in assisting them in attaining both further funding and a public listings.

With over 20 years experience in capital markets, Mr. Brodie brings a high level of corporate finance and merchant banking experience to the Company. Mr. Brodie’s experience encompasses corporate restructuring, mergers, acquisitions, and divestitures. His specialized expertise includes in-depth knowledge of the brokerage community, and his years working as a turnaround specialist for a number of international investment bankers brings a wealth of experience to the Company.

Frank Anderson – Since July of this year, Mr. Anderson has been a self employed venture capital consultant. From September of 2000 to July of 2006, Mr. Anderson was a director, secretary and treasurer of Sporg Corporation, a Nevada corporation engaged in the internet registration services business. Mr. Anderson was formerly an investment advisor with Canaccord Capital Corp.,

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Canada’s largest independent investment firm. He was employed at Canaccord from 1982 to 1999. Mr. Anderson has completed the Canadian Securities Course.

Item 9.01 Financial Statements And Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
10.1	Management Consulting Agreement with Ian Brodie.
10.2	Management Consulting Agreement with Frank Anderson.

SIGNATURE

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

	TERRACE VENTURES INC.
Date: October 11, 2006	By:	/s/ Howard Thomson
		HOWARD THOMSON
		President and Chief Executive Officer

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EX-10.1

MANAGEMENT CONSULTANT AGREEMENT

This Management Consultant Agreement (the "Agreement") is made and entered into effective as of the 5th day of October, 2006 (the "Effective Date"), between TERRACE VENTURES INC., a Nevada corporation, (the "Company") and IAN BRODIE (the “Consultant”).

WHEREAS:

A. The Company is engaged in the business of mineral exploration.

B. The Company desires to retain the Consultant to act as Executive Vice President of the Company and to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.

C. The Consultant has agreed to act as Executive Vice President of the Company and to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

(a)	"Consultant Fee" shall mean the consultant fee payable to the Consultant at the rate set forth in Section 5.1;
(b)	"Board" shall mean the Board of Directors of the Company;
(c)	"Term" shall mean the term of this Agreement beginning on the Effective Date and ending on the close of business on the date of the termination of this Agreement.

2. ENGAGEMENT AS A CONSULTANT

2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

3. TERM OF THIS AGREEMENT

3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on October 5, 2007, unless this Agreement is earlier terminated in accordance with the terms of this Agreement or extended by the Board of Directors of the Company.

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4. CONSULTANT SERVICES

4.1 The Consultant agrees to act as Executive Vice President of the Company and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services (the "Consulting Services"):

(a)	exercising general direction and supervision over the business affairs of the Company;
(b)	providing overall direction to the management of the Company;
(c)	reporting directly to board of directors of Company;
(d)	performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the board of directors of the Company in the Consultant’s capacity as Executive Vice President, provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.

4.2 The Consultant shall devote such attention and energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Executive Vice President, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder.

4.3 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company.

5. CONSULTANT FEE

5.1 During the term of this Agreement, the Company shall pay the Consultant a consultant fee in consideration of the provision of the Consulting Services equal $10,000 US per month (the "Consultant Fee").

6. STOCK OPTIONS

6.1 The Consultant may be granted, subject to the approval of the Company’s board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the Board of Directors of the Company, in their absolute discretion, may from time to time determine.

7. REIMBURSEMENT OF EXPENSES

7.1 The Company will pay to the Consultant, in addition to the Consultant Fee, the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company.

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8. TERMINATION

8.1 The Company may terminate this Agreement: (i) at any time on three months’ notice; or (ii) without notice upon the occurrence of any of the following events of default (each an “Event of Default”):

(a)	the Consultant’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct;
(b)	the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or
(c)	the Consultant’s refusal to follow lawful directives of the Board,

provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.

8.2 The Consultant may terminate this Agreement at any time upon thirty days’ notice.

8.3 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement.

9. PROPRIETARY INFORMATION AND DEVELOPMENTS

9.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, property acquisition opportunities and business relationships with banks, lenders and other parties not otherwise publicly available.

10. RELIEF

10.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 9 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies.

11. PARTIES BENEFITED; ASSIGNMENTS

11.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its

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successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant.

12. NOTICES

12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Sate of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada.

14. REPRESENTATIONS AND WARRANTIES

14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

15. MISCELLANEOUS

15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

15.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.

15.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto.

15.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

15.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

15.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

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15.7 The Consultant acknowledges and agrees that O'Neill Law Group PLLC has acted solely as legal counsel for the Company and that the Consultant has been advised to obtain independent legal advice prior to execution of this Agreement.

15.8 This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

TERRACE VENTURES INC.
by its authorized signatory:

/s/ Howard Thomson
HOWARD THOMSON, PRESIDENT
SIGNED, SEALED AND DELIVERED
BY IAN BRODIE
in the presence of:
	/s/ Ian Brodie
Signature	IAN BRODIE
Name
Address

EX-10.2

MANAGEMENT CONSULTANT AGREEMENT

This Management Consultant Agreement (the "Agreement") is made and entered into effective as of the 5th day of October, 2006 (the "Effective Date"), between TERRACE VENTURES INC., a Nevada corporation, (the "Company") and FRANK D. ANDERSON (the “Consultant”).

WHEREAS:

A. The Company is engaged in the business of mineral exploration.

B. The Company desires to retain the Consultant to act as Vice President of Finance of the Company and to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.

C. The Consultant has agreed to act as Vice President of Finance of the Company and to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

(a)	"Consultant Fee" shall mean the consultant fee payable to the Consultant at the rate set forth in Section 5.1;
(b)	"Board" shall mean the Board of Directors of the Company;
(c)	"Term" shall mean the term of this Agreement beginning on the Effective Date and ending on the close of business on the date of the termination of this Agreement.

2. ENGAGEMENT AS A CONSULTANT

2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

3. TERM OF THIS AGREEMENT

3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on October 5, 2007, unless this Agreement is earlier terminated in accordance with the terms of this Agreement or extended by the Board of Directors of the Company.

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4. CONSULTANT SERVICES

4.1 The Consultant agrees to act as Vice President of Finance of the Company and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services (the "Consulting Services"):

(a)	exercising general direction and supervision over the financial affairs of the Company;
(b)	assisting the Company in obtaining financing;
(c)	reporting directly to board of directors of Company;
(d)	performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the board of directors of the Company in the Consultant’s capacity as Vice President of Finance, provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.

4.2 The Consultant shall devote such attention and energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Vice President of Finance, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder.

4.3 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company.

5. CONSULTANT FEE

5.1 During the term of this Agreement, the Company shall pay the Consultant a consultant fee in consideration of the provision of the Consulting Services equal $10,000 US per month (the "Consultant Fee").

6. STOCK OPTIONS

6.1 The Consultant may be granted, subject to the approval of the Company’s board of directors, incentive stock options to purchase shares of the Company’s common stock in such amounts and at such times as the Board of Directors of the Company, in their absolute discretion, may from time to time determine.

7. REIMBURSEMENT OF EXPENSES

7.1 The Company will pay to the Consultant, in addition to the Consultant Fee, the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company.

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8. TERMINATION

8.1 The Company may terminate this Agreement: (i) at any time on three months’ notice; or (ii) without notice upon the occurrence of any of the following events of default (each an “Event of Default”):

(a)	the Consultant’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct;
(b)	the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or
(c)	the Consultant’s refusal to follow lawful directives of the Board,

provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.

8.2 The Consultant may terminate this Agreement at any time upon thirty days’ notice.

8.3 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement.

9. PROPRIETARY INFORMATION AND DEVELOPMENTS

9.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, property acquisition opportunities and business relationships with banks, lenders and other parties not otherwise publicly available.

10. RELIEF

10.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 9 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies.

11. PARTIES BENEFITED; ASSIGNMENTS

11.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its

4

successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant.

12. NOTICES

12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Sate of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada.

14. REPRESENTATIONS AND WARRANTIES

14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

15. MISCELLANEOUS

15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

15.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.

15.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto.

15.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

15.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

15.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

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15.7 The Consultant acknowledges and agrees that O'Neill Law Group PLLC has acted solely as legal counsel for the Company and that the Consultant has been advised to obtain independent legal advice prior to execution of this Agreement.

15.8 This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

TERRACE VENTURES INC.
by its authorized signatory:

/s/ Howard Thomson
HOWARD THOMSON, PRESIDENT
SIGNED, SEALED AND DELIVERED
BY FRANK D. ANDERSON
in the presence of:
	/s/ Frank D. Anderson
Signature	FRANK D. ANDERSON
Name
Address