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

~~June~~August 2722, 2013

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 incorporation)

(Commission File Number)

(IRS Employer Identification No.)


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))

~~FORWARD~~SECTION 1 -~~LOOKING~~ ~~STATEMENTS~~REGISTRANT’S BUSINESS AND OPERATIONS

~~Certain~~ITEM ~~statements contained in this Current Report constitute "forward-looking statements~~1.”01 ~~These~~ENTRY ~~statements,~~INTO ~~identified~~A byMATERIAL ~~words~~DEFINITIVE such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategyAGREEMENT. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the heading “Risk Factors” and elsewhere in this Current Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

AsAmendment ~~used~~to inAgreement ~~this~~with ~~Current~~Pengram ~~Report~~Corporation on(Golden ~~Form~~Snow 8-K, the terms "we,” "us,” "our,” “Terrace” and the “Company” mean Terrace Ventures Inc., and our wholly owned subsidiaries, unless otherwise indicated. All dollar amounts in this Current Report are in U.S. dollars unless otherwise stated.Property)

~~SECTION~~On 4August 22, 2013, Terrace Ventures Inc. (the "Company") entered into an amendment agreement dated for reference May 30, 2013 (the “Amendment Agreement”), to amend the agreement with Pengram Corporation ("Pengram") dated April 26, 2011, as amended on July 31, 2011 and November 17, 2012 (the "Earn-In ~~MATTERS~~Agreement"). The ~~RELATED~~Earn-In TOAgreement ~~ACCOUNTANTS~~grants ~~AND~~an ~~FINANCIAL~~option ~~STATEMENTS~~to the Company to acquire up to a 75% interest in Pengram's agreement with Scoonover Exploration LLC and JR Exploration LLC, (the “Underlying Agreement”) to acquire the Golden Snow Property. The Company can exercise its option as follows:

~~ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.~~(i)

~~(a) Resignation~~The offirst ~~Independent~~25% ~~Registered~~interest ~~Public~~in ~~Accounting~~the ~~Firm~~Underlying Agreement upon the Company:

~~On June 27, 2013, Terrace Ventures Inc. (the “Company”) received~~ a ~~notice of resignation from Sarna & Company (“Sarna”), as the Company’s independent registered public accounting firm~~.

~~Sarna's~~issuing ~~reports~~Pengram ona ~~the~~$25,000 ~~financial~~promissory ~~statements of the Company for the years ended April 30~~note, ~~2012~~bearing ~~and~~interest ~~2011~~at ~~did~~a ~~not~~rate ~~contain~~of an10% ~~adverse~~per ~~opinion or disclaimer of opinion~~annum, ~~nor~~due ~~were~~on ~~they~~September ~~modified or qualified as to uncertainty~~27, ~~audit~~2011 ~~scope~~(which orhas ~~accounting~~been ~~principles~~issued); ~~with the exception of a statement regarding the uncertainty of the Company's ability to continue as a going concern.~~and

There have been no disagreements during the fiscal years ended April 30, 2012 and 2011 and the subsequent interim period up to and including the date of dismissal between the Company and Sarna on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Sarna, would have caused them to make reference to the subject matter of the disagreement in connection with Sarna's reportb.

~~The~~completing ~~Company~~cumulative ~~has~~exploration ~~provided~~expenditures ~~Sarna~~on ~~with a copy of this report and has requested in writing that Sarna provide a letter addressed to~~ the ~~Securities~~Golden ~~and~~Snow ~~Exchange~~Property ~~Commission~~totalling ~~stating~~$250,000 ~~whether~~by orDecember ~~not~~31, ~~they agree with the above statements~~2013. ~~The~~ ~~Company has received a copy of Sarna's letter and has filed it as an exhibit to this report.~~

(bii) ~~Appointment of Independent Registered Public Accounting Firm~~

OnAn ~~June~~additional ~~27,~~25% ~~2013,~~interest in the ~~Company~~Underlying ~~appointed~~Agreement ~~Saturna~~upon ~~Group Chartered Accountants LLP ("Saturna") as its new independent registered public accounting firm. The Company’s Board of Directors approved~~ the ~~engagement of Saturna.~~ Company:

The Company did not consult with Saturna during the fiscal years ended April 30, 2012 and 2011 and any subsequent interim period prior to their engagement regarding: (i) the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that the newly appointed accountant concluded was an important factor in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event in response to paragraph (a)(1)(iv) of Item 304 of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended.

2paying Pengram $75,000 on or before December 31, 2013; and

~~SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS~~b.

completing cumulative exploration expenditures on the Golden Snow Property totalling $750,000 by June 30, 2014;

(iii)

An additional 25% interest in the Underlying Agreement upon the Company:

paying Pengram $100,000 on or before December 31, 2014; and

completing cumulative exploration expenditures on the Golden Snow Property totalling $1,250,000 by June 30, 2015.

The Company is also obligated to pay all advance royalties, county and BLM claim fees and Nevada state taxes during the currency of the Earn-In Agreement. There is no assurance that the Company will be able to perform its obligations under the Earn-In Agreement. The Amendment Agreement confirms that the requirements of Paragraph 4(a)(i) of the Earn-In Agreement have been satisfied and no promissory notes are outstanding.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description of Exhibit
16.1	Letter of Sarna & Company (former principal independent accountants).
10.1	Earn-In Agreement (Golden Snow) dated April 26, 2011, between Pengram Corporation and Terrace Ventures Inc.(1)
10.2	Amendment Agreement dated July 31, 2012, between Pengram Corporation and Terrace Ventures Inc.(2)
10.3	Amendment Agreement dated November 17, 2012, between Pengram Corporation and Terrace Ventures Inc.
10.4	Amendment Agreement dated for reference May 30, 2013, between Pengram Corporation and Terrace Ventures Inc.

(1) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 28, 2011.

(2) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on August 15, 2012.

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: ~~June~~September 2711, 2013

By: /s/ Howard Thomson

HOWARD THOMSON

President and Chief Executive Officer,

Chief Financial Officer, President,

Secretary and Treasurer

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