8-K/A

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

FORM 8-K/A

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

February 28, 2007
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.

Terrace Ventures Inc. (the “Company”) entered into a letter of intent dated February 28, 2007 with the principal shareholder of Solara Technologies, Inc. (“Solara”), a private British Columbia company engaged in the development of both hardware and software for the self service vending industry. Pursuant to the terms of the letter of intent, the Company and Solara intend to complete a merger of the two companies such that following completion of the merger the shareholders of Solara, immediately prior to the merger will own 70% of the issued and outstanding shares of the resulting entity and the shareholders of Company, immediately prior to the merger will hold 30% of the resulting entity. If the merger is completed, the Company will take all steps necessary to ensure that at closing the board of directors of the resulting entity will consist of three members: the existing director of the Company; one director nominated by Solara; and one director nominated by both of the board members.

Under the terms of the letter of intent the closing of the merger is subject to a number of conditions, including: (i) delivery of all financial statements of Solara required under applicable securities rules; (ii) the Company providing Solara with a loan of $200,000 (the “Solara Loan”) prior to closing of the merger; (iii) the parties enter into a formal agreement outlining the terms of the merger by no later than March 15, 2007; and (iv) each of the parties satisfactorily completes their respective due diligence review. There is no assurance that the proposed transaction will be completed as planned or at all.

The Company has approved a private placement of up to 5,000,000 shares of the Company’s common stock at a price of $0.10 per share to fund the Solara Loan and for working capital purposes (the “Offering”). The Offering is intended to be made to non-US investors pursuant to Regulation S of the United States Securities Act of 1933. There is no assurance that the Offering will be completed on the above terms or at all.

The foregoing is a brief summary of the terms of the Letter of Intent and is qualified by reference to the Letter of Intent attached as Exhibit 10.1 to this current report on Form 8-K.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Item 9.01 Financial Statements And Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
10.1	Letter of Intent dated February 28, 2007 between Terrace Ventures Inc. and Dorn Beattie
99.1	Press Release dated March 7, 2007 announcing the entry into the Letter of Intent

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: March 8, 2007	By:	/s/ Howard Thomson
		HOWARD THOMSON
		President and Chief Executive Officer

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EX-10.1

Terrace Ventures Inc.

810 Peace Portal Drive, Suite 202

Blaine, WA 98230

February 28, 2007

To:	Dorn Beattie,
	(hereinafter referred to as the “Principal Shareholder”)

Dear Sir:

Re:	Acquisition by Terrace Ventures Inc. (“Terrace”) of
	Solara Technologies, Inc. (“Solara”)

This will confirm our understanding with respect to a business combination of Terrace and Solara.

You have represented to us as follows:

(a)	Solara is a company incorporated under the laws of the Province of British Columbia and is in good standing under the laws of its jurisdiction of incorporation;
(b)	Solara’s authorized capital consists of an unlimited number of common shares without par value of which 18,755,918 common shares are issued and outstanding. There are no other classes of shares or other securities of Solara outstanding and no person has any option or right to acquire any unissued shares of Solara;
(c)	You are the principal shareholder of Solara and hold 9,706,308 common shares (the “Principal Shareholder”) representing approximately 51.7% of the issued and authorized common shares of the Solara;
(d)	All shares of Solara issued and outstanding have been duly and properly issued in compliance with all applicable corporate and securities laws;
(e)	Solara is engaged in the business of offering an end to end solution for control/access management, remote monitoring, turnkey cashless payment processing and data reporting for distributed assets such as vending machines, ATMs and kiosks (the “Business”); and
(f)	Solara owns, or has licenses to use, the technology required for the conduct of the Business which includes devices to connect distributed assets, a cashless payment platform and facilities, a proprietary network, a touch screen interface and proprietary software (the “Technology”).

Terrace represents as follows:

(a) Terrace is a company incorporated under the laws of Nevada and is good standing under the laws of its jurisdiction of incorporation;

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(b)	Terrace is a reporting company under the United States Securities Exchange Act of 1934 (the “Act”) and is in good standing with respect to its filings under the Act;
(c)	The shares of common stock of Terrace are quoted on the NASD Over-The-Counter Bulletin Board; and
(d)	There has been no material change in the affairs of Terrace since its most recent filings in Form 10-KSB and Form 10-QSB under the Act except as may be disclosed in any Form 8-K filed under the Act.

We have agreed that Terrace and Solara will complete a business combination, by way of merger under the Nevada Revised Statutes and amalgamation under the Business Corporations Act (British Columbia), or such other combination as may be advised by our respective legal counsel (the “Business Combination”).

The Business Combination shall be completed in such a manner that following its completion the shareholders of Solara, immediately prior to the Business Combination, will own 70% of the issued and outstanding shares of the Resulting Entity and the shareholders of Terrace, immediately prior to the Business Combination, will hold 30% of the Resulting Entity.

The obligations of the parties to complete the Business Combination shall be subject to customary conditions including:

(a)	All the representatives of the parties shall be true and accurate at closing as if they were made immediately prior to closing;
(b)	Solara shall have provided to Terrace prior to or on closing such financial statements as are required by Item 310 of Regulation S-B of the United States Securities and Exchange Commission in order to permit Terrace to make the United States Securities and Exchange Commission filings required in respect of the Business Combination;
(c)	The Principal Shareholder shall have provided to Terrace such information as is necessary to satisfy Terrace and its counsel that the Business Combination may be completed in reliance of exemptions from applicable federal and state or foreign securities laws.
(d)	The liabilities of Terrace immediately prior to closing shall not exceed $10,000. Terrace shall be free of any liens, charges or encumbrances other that those approved by the Principal Shareholder prior to closing.

Prior to closing of the Business Combination and as a condition of closing, Terrace agrees to loan US $200,000 to Solara.

The Principal Shareholder acknowledges that the shares to be issued by Terrace in connection with the Business Combination shall be restricted shares under applicable securities laws and shall bear an appropriate legend.

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The parties agree to take all steps necessary to ensure that at closing the board of directors of the Resulting Entity will consist of three members: the existing director of Terrace; one director nominated by Solara; and one director nominated by both of the board members.

The parties shall take such steps as may be necessary and use their best efforts to prepare and execute a formal agreement as soon as possible, but in any event not later than March 15, 2007. During this period, the parties will cooperate with each other and provide such documentation or information as may be necessary to permit the parties to complete reasonable due diligence with respect to the proposed Business Combination.

If the foregoing is in accordance with your understanding of the Agreement, please sign where indicated below and this will serve as a non-binding letter of intent to be replaced by the formal agreement described above.

Yours truly,

Terrace Ventures Inc.

Per:	/s/ Howard Thomson
	Howard Thomson
	President

Agreed and accepted as of the 3^rd day of March, 2007.

/s/ Dorn Beattie
Dorn Beattie

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EX-99.1

TERRACE VENTURES INC.

801 Peace Portal Drive, Suite 202

Blaine, WA 98230

(360) 220-5218

March 7, 2007

Terrace Ventures Announces Proposed Merger

Blaine, Washington – (OTCBB: TVEN) Terrace Ventures Inc. (the “Company”) announced today that it has entered into a letter of intent with the principal shareholder of Solara Technologies, Inc. (“Solara”), a private British Columbia company engaged in the development of both hardware and software for the self service vending industry. Pursuant to the terms of the letter of intent, the Company and Solara intend to complete a merger of the two companies such that following its completion the shareholders of Solara, immediately prior to the merger will own 70% of the issued and outstanding shares of the resulting entity and the shareholders of Company, immediately prior to the merger will hold 30% of the resulting entity. If the merger is completed, the Company will take all steps necessary to ensure that at closing the board of directors of the resulting entity will consist of three members: the existing director of the Company; one director nominated by Solara; and one director nominated by both of the board members.

Under the terms of the letter of intent the closing of the merger is subject to a number of conditions, including: (i) delivery of all financial statements of Solara required under applicable securities rules; (ii) the Company providing Solara with a loan of $200,000 (the “Solara Loan”) prior to closing of the merger; (iii) the parties enter into a formal agreement outlining the terms of the merger by no later than March 15, 2007; and (iv) each of the parties satisfactorily completes their respective due diligence review. There is no assurance that the proposed transaction will be completed as planned or at all.

The Company has approved a private placement of up to 5,000,000 shares of the Company’s common stock at a price of $0.10 per share to fund the Solara Loan and for working capital purposes (the “Offering”). The Offering is intended to be made to non-US investors pursuant to Regulation S of the United States Securities Act of 1933. There is no assurance that the Offering will be completed on the above terms or at all.

About Solara Technologies, Inc.

Solara Technologies, Inc., a private British Columbia company engaged in the development of both hardware and software for the self serve industries, including vending machines and kiosks. Solara has developed Remote Management Technology which is an internet based, self-service, kiosk and vending machine system which can also deliver real time inventory and activity reports in multiple units in multiple locations, accessible by computer through any internet access. Solara Presence, which is a closed circuit digital point of sale advertising system, using either dedicated screens in various locations, or the touch screen machine menus when not in consumer usage.

This press release may contain, in addition to historic information, forward-looking statements. These statements may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein, including, but not limited to, risks and uncertainties relating to the

the negotiation of a definitive agreement with Solara. There is no assurance that the Company will be able to reach a formal agreement to acquire Solara. There is also no assurance that the Offering will be completed on the above terms or at all. Readers are cautioned not to place undue reliance on the forward-looking statements made in this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Contact:

For more information contact:

Howard Thomson
Tel: (360) 220-5218