Filed by sedaredgar.com -  Terrace Ventures Inc. - Exhibit 10.1







	Terrace Ventures Inc. 
	810 Peace Portal Drive, Suite 202 
	Bellingham, WA
      98230 


July 9, 2008

	 To: 	Pyro Pharmaceuticals, Inc. 
		Attention: 	 Alan M. Schechter 
	  		 Chairman and Chief Executive Officer
  


Dear Sir:

	Re:
      	Business Combination
      of Terrace Ventures Inc. (“Terrace”) and 

      Pyro Pharmaceuticals, Inc. (“Pyro”) 


The interim agreement confirms that Terrace and Pyro wish to
enter into a business combination. The purpose of this interim agreement is to
set forth basic terms and conditions of such a transaction, not to cover all of
the issues related to the transaction. Completion of the business combination is
subject to Terrace completing due diligence of Pyro to its satisfaction.

	1. 	
      Representations of Pyro. Pyro represents as
      follows:

	 	 	 
		(a) 	
      Pyro is a company incorporated under the laws of the
      State of Delaware and is in good standing under the laws of its
      jurisdiction of incorporation;

	 	 	 
		(b) 	
      Pyro’s authorized capital consists of 20,000,000 shares
      of common stock, with a par value of $0.001, and 5,000,000 shares of
      preferred stock, with a par value of $0.001, of which 7,500,000 shares of
      common stock and 5,000,000 shares of preferred stock are issued and
      outstanding. Pyro has granted options to purchase 1,858,960 shares of its
      common stock at an exercise price of $0.10 per share. There are no other
      classes of shares or other securities of Pyro outstanding;

	 	 	 
		(c) 	
      All shares of Pyro issued and outstanding have been duly
      and properly issued in compliance with all applicable corporate and
      securities laws;

	 	 	 
		(d) 	
      Pyro’s financial statement for the year ended December
      31, 2006, as set out under Schedule “A”, present fairly the assets,
      liabilities (whether accrued, absolute, contingent or otherwise) and the
      financial condition of Pyro as at the date thereof and there has been no
      material change in the assets and liabilities since that date;

	 	 	 
		(e) 	
      Pyro is engaged in the business of developing
      therapeutics against multi-drug resistant infectious microorganisms (the
      “Business”); and

	 	 	 
		(f) 	
      Pyro has the right to use all of the patents in relation
      to the Business as set out in Schedule “B”



1





	2. 	
      Representations of Terrace. 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;

	 	 	 
		(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) 	
      Terrace’s authorized capital consists of 400,000,000
      shares of common stock, with a par value of $0.001, of which 36,753,200
      shares of common stock are issued and outstanding. In addition, Terrace is
      in the final stages of completing a private placement consisting of up to
      10,000,000 units (the “Units”). Each Unit will consist of one share of
      common stock of Terrace and one share purchase warrant (the “Private
      Placement”);

	 	 	 
		(d) 	
      The shares of common stock of Terrace are quoted on the
      FINRA Over-The- Counter Bulletin Board; and

	 	 	 
		(e) 	
      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.

	 	 	 
	3. 	
      Business Combination. We have agreed that Terrace
      and Pyro will complete a business combination by way of merger under the
      Nevada Revised Statutes or such other combination as may be advised by our
      respective legal counsel (the “Business Combination”).

	 	 	 
	4. 	
      Consideration. The Business Combination shall be
      completed in such a manner that Terrace shall issue 120,000,000 shares of
      common stock of Terrace to the shareholders of Pyro in exchange for all
      the Pyro Shares issued and outstanding immediately prior to the Business
      Combination. Upon completion of the Business Combination and the Private
      Placement (as defined below), the shareholders of Pyro, immediately prior
      to the Business Combination, will own approximately 60.0% of the issued
      and outstanding shares of Terrace, and the shareholders of Terrace,
      immediately prior to the Business Combination, will own approximately
      40.0% of the issued and outstanding shares of Terrace.

	 	 	 
	5. 	
      Conditions. 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) 	
      Terrace shall complete a private placement of 25,000,000
      units at a price of $0.10 per unit (each a “Unit”) for total proceeds of
      $2,500,000 (the “Private Placement”), with each Unit consisting of one
      share of common stock of Terrace and one share purchase warrant. Each
      share purchase warrant shall entitle the holder to purchase one share of
      common stock of Terrace at a price of $0.15 for one year after closing of
      the private placement;



2





		(c) 	
      Pyro shall have provided to Terrace prior to or on
      closing such financial statements as are required by Article 8.01 of
      Regulation S-X 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;

	 	 	 
		(d) 	
      Pyro 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.

	 	 	 
	6. 	
      Closing Date. The parties shall take such steps as
      may be necessary and use their best efforts to prepare and execute the
      Definitive Agreement as soon as possible, but in any event not later than
      October 31, 2008. 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.

	 	 	 
	7. 	
      Legal and Accounting Costs. Terrace shall pay the
      reasonable legal and accounting costs of Pyro in connection with the
      preparation and closing of the Definitive Agreement. In addition, Terrace
      agrees to advance $10,000 to Pyro for the above noted legal and accounting
      costs on execution of this Agreement.

	 	 	 
	8. 	
      Full Disclosure. Pyro shall disclose to Terrace
      any and all material adverse conditions or potential adverse conditions
      currently known about that could affect the business in a negative
      manner.

	 	 	 
	9. 	
      Exclusivity. In consideration of the undertaking
      by Terrace of the costs and expenses in conducting due diligence and
      continuing negotiations, Pyro agrees that, during the term of this interim
      agreement, it will not seek or solicit, or engage anyone to seek or
      solicit, other suitors for a merger or purchase of Pyro, will not
      negotiate with other persons for the merger or purchase of Pyro, will not
      make available to other potential suitors information concerning itself,
      and will maintain confidentiality about the transaction contemplated by
      this interim agreement, except to the extent the disclosure is require by
      applicable law or is made to its advisors on a “need to
  know”basis.

	 	 	 
	10. 	
      Counterparts. This interim 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 interim agreement.



3




If the foregoing is in accordance with your understanding of
the Business Combination, please sign where indicated below and this will serve
as an interim agreement to govern our relationship pending completion of a
formal agreement.

Yours truly,

	Terrace Ventures Inc. 
	 
	Per: 	/s/ Howard Thomson

	 	 
		Howard Thomson 
		President, Secretary and Treasurer
  


Agreed and accepted as of the 9th day of July, 2008.


	Pyro Pharmaceuticals, Inc.

	 
	Per: 	/s/ Alan M. Schechter
  
	 	 
		Alan M. Schechter 
		Chairman and Chief Executive Officer
    



4




Schedule “A”

Financial Statements for the year ended December 31,
2006

5



PYRO PHARMACEUTICALS, INC

  ( A DEVELOPMENT STAGE
COMPANY)

BALANCE SHEET

DECEMBER 31,

	 	 	2006 	 	 	2005 	 
	ASSETS 	 	 	 	 	 	 
	Current Assets: 	 	 	 	 	 	 
	           
                     Cash and Cash
      Eqiuvilents 	$	 6,515 	 	 	7,704 	 
	 	 	 	 	 	 	 
	Total Assets 	$	 6,515 	 	 	7,704 	 
	 	 		 	 	 	 
	LIABILITIES AND STOCKHOLDERS' EQUITY 	 	 	 	 	 	 
	Current Liabilities: 	 	 	 	 	 	 
	           
                     Accounts Payable
      and Accrued Expenses 	 	- 	 	 	- 	 
	 	 	 	 	 	 	 
	Total Liabilities 	 	- 	 	 	- 	 
	 	 	 	 	 	 	 
	Stockholders' Equity; 	 	 	 	 	 	 
	                           Common
      Stock, authorized 20,000,00 shares 

      issued and outstanding 7,500,000 @.001 par value per share 	$	 7,500 	 	 	7,500 	 
	                           Preferrd
      Stock, authorized 5,000,000 shares

      issued and outstanding 5,000,000 shares @.001 per share 	 	5,000 	 	 	5,000 	 
	               
                 Additional Paid in Capital 	 	1,137,533 	 	 	1,137,533 	 
	           
                     Deficit Accumulated
      During the Development Stage 	 	-1,143,518 	 	 	-1,142,329 	 
	 	 	 	 	 	 	 
	Total Stockholders' Equity 	$	 6,515
    	 	 	7,704
    	 
	 	 	 	 	 	 	 
	Total Liabilities and Stockholders'
      Equity 	$	 6,515 	 	 	7,704 	 


6





PYRO PHARMACEUTICALS, INC

    A DEVELOPMENT STAGE
      COMPANY

  STATEMENT OF OPERATIONS

  YEARS ENDED DECEMBER
    31,

  AND FROM INCEPTION TO DECEMBER 31 2006

	 	 	 	 	 	 	 	 	INCEPTION 	 
	 	 	2006 	 	 	2005 	 	 	31-Dec-06 	 
	 	 	 	 	 	 	 	 	 	 
	Revenue 	$	 - 	 	 	- 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Expenditures: 	 	 	 	 	 	 	 	 	 
	               
                 General and Administrative 	 	1,194 	 	 	47,329 	 	 	503,686 	 
	           
                     Stock Issued to
      Founder and For Services 	$	 	 	 	 	 	 	464,137 	 
	               
                 Options Expense 	 	 	 	 	 	 	 	185,896 	 
	Net Loss From Operations 	$	 -1,194 	 	 	-47,329 	 	 	-1,153,719 	 
	 	 	 	 	 	 	 	 	 	 
	Other Income 	 	5 	 	 	216 	 	 	10,201 	 
	 	 	 	 	 	 	 	 	 	 
	Net Loss 	$	 -1,189 	 	 	-47,113 	 	 	-1,143,518 	 
	 	 		 	 		 	 		 
	Loss Per Share 	$	 (0.00	) 	 	(0.01	) 	 	(0.15	) 
	 	 	 	 	 	 	 	 	 	 
	Weighted Average Shares Outstanding
      (Basic) 	 	7,500,000 	 	 	7,500,000 	 	 	7,500,000 	 
	 	 	 	 	 	 	 	 	 	 
	Weighted Average Shares Outstanding
      (Diluted) 	 	15,625,000 	 	 	15,625,000 	 	 	12,946,429 	 


7




PYRO PHARMACEUTICALS, INC

    A DEVELOPMENT STAGE
      COMPANY

  STATEMENT OF CASH FLOWS

  YEARS ENDED DECEMBER 31, 

  AND FROM INCEPTION TO DECEMBER 31, 2006

	 	 	 	 	 	 	 	 	Inception To 	 
	 	 	2006 	 	 	2005 	 	 	31-Dec-06 	 
	Cash Flows from Operating Activities 	 	 	 	 	 	 	 	 	 
	Net Loss For the Period 	 	-1,189 	 	 	-47,113 	 	 	-1,143,518 	 
	 	 	 	 	 	 	 	 	 	 
	Adjustments to Reconcile net (loss) to 	 	 	 	 	 	 	 	 	 
	cash (used) by operations: 	 	 	 	 	 	 	 	 	 
	Common Stock issued to Founder and for
      Services 	 	 	 	 	 	 	 	464,137 	 
	Options 	 	 	 	 	 	 	 	185,896 	 
	 	 	 	 	 	 	 	 	 	 
	Net Cash (Used) by Operations 	 	-1,189 	 	 	-47,113 	 	 	-493,485 	 
	 	 	 	 	 	 	 	 	 	 
	Cash Flows from Investing Activities 	 	- 	 	 	- 	 	 	- 	 
	 	 	 	 	 	 	 	 	 	 
	Cash Flows from Financing Activities 	 	 	 	 	 	 	 	 	 
	Stock Sold for Cash 	 	 	 	 	 	 	 	500,000 	 
	 	 	 	 	 	 	 	 	 	 
	Net Increase (Decrease) in Cash 	 	-1,189 	 	 	-47,113 	 	 	6,515 	 
	 	 	 	 	 	 	 	 	 	 
	Cash at the Beginning 	 	7,704 	 	 	54,817 	 	 	- 	 
	 	 	 	 	 	 	 	 	 	 
	Cash at the End 	 	6,515 	 	 	7,704 	 	 	6,515 	 
	 	 	 	 	 	 	 	 	 	 
	Supplemental Disclosures: 	 	 	 	 	 	 	 	 	 
	Interest paid 	 	- 	 	 	- 	 	 	- 	 
	Income Taxes Paid 	 	- 	 	 	- 	 	 	- 	 
	 	 	 	 	 	 	 	 	 	 


8



PYRO PHARMACEUTICALS, INC

    (A DEVELOPMENT STAGE COMPANY)

  STATEMENT OF STOCKHOLDERS' EQUITY

	 	 	Common 	 	 	Stock	 	 	Preferred Stock 	 	 	 	 	 	 	 	 	 	 
	 	 	Shares 	 	 	Total 	 	 	Shares 	 	 	Total 	 	 	APIC 	 	 	Deficit 	 	 	Total 	 
	June 11, 2001 Issued Shares 	 	2,887,500 	 	 	2,887 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,887 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares Issued For Services 	 	4,612,500 	 	 	4,613 	 	 	 	 	 	 	 	 	456,637 	 	 	 	 	 	461,250 	 
	Shares Issued for Cash 	 	 	 	 	 	 	 	5,000,000 	 	 	5,000 	 	 	495,000 	 	 	 	 	 	500,000 	 
	Loss For 2001 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-530,341 	 	 	-530,341 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2001 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	951,637 	 	 	-530,341 	 	 	433,796 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Option Expense 	 	 	 	 	 	 	 	 	 	 	 	 	 	185,896 	 	 	 	 	 	185,896 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss For 2002 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-356,881 	 	 	-356,881 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2002 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	1,137,533 	 	 	-887,222 	 	 	262,811 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loaa for 2003 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-101,050 	 	 	-101,050 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2003 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	1,137,533 	 	 	-988,272 	 	 	161,761 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss for 2004 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-106,944 	 	 	-106,944 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2004 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	1,137,533 	 	 	-1,095,216 	 	 	54,817 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss for 2005 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-47,113 	 	 	-47,113 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2005 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	1,137,533 	 	 	-1,142,329 	 	 	7,704 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss For 2006 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-1,189 	 	 	-1,189 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance December 31, 2006 	 	7,500,000 	 	 	7,500 	 	 	5,000,000 	 	 	5,000 	 	 	1,137,533 	 	 	-1,145,518 	 	 	6,515 	 


9



PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006 

NOTE 1 - ORGANIZATION

Organization and Line of Business

Pyro Pharmaceuticals, Inc. (the "Company") is currently a
  development stage company under the provisions of Statement of Financial
  Accounting Standards ("SFAS") No. 7 and was incorporated under the laws of the
  State of Delaware on June11, 2001. The Company is developing new antibiotics to
  reduce numerous infections.

NOTE 2 –SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation/Going Concern

The accompanying financial statements have been prepared in
  conformity with accounting principles generally accepted in the United States of
  America, which contemplate continuation of the Company as a going concern.
  However, the Company has no established source of revenue. This matter raises
  substantial doubt about the Company's ability to continue as a going concern.
  These financial statements do not include any adjustments relating to the
  recoverability and classification of recorded asset amounts, or amounts and
  classification of liabilities that might be necessary should the Company be
  unable to continue as a going concern.

Management plans to take the following steps that it believes
  will be sufficient to provide the Company with the ability to continue in
  existence:

Management intends to raise financing through private equity
  financing or other means and interests that it deems necessary.

Use of Estimates

The preparation of financial statements in conformity with
  generally accepted accounting principles require management to make estimates
  and assumptions that affect the reported amount of assets and liabilities and
  disclosures of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenue and expenses during the reporting
  periods. Actual results could differ from these estimates.

Cash Equivalents

Cash equivalents include all highly liquid debt instruments
  with original maturities of three months or less which are not securing any
  corporate obligations.

Fair Value of Financial Instruments

The estimated fair values of cash, property and equipment and
  due to stockholder, none of which are held for trading purposes, approximate
  their carrying value because of the short term maturity of these instruments or
  the stated interest rates are indicative of market interest rates.

Property and Equipment

Property, and equipment is stated at cost. Depreciation is
  provided principally by use of the straight-line method over the useful lives of
  the related assets. Expenditure for maintenance and repairs, which does not
  improve or extend the expected useful life of the assets, is expensed to
  operations while major repairs are capitalized. Depreciation expense is included
  in general and administrative expenses on the statement of operations. During
  the time periods in question there was no property and equipment or depreciation
expense.


10





PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006

The estimated useful lives are as follows:

	Computer equipment 	3 years 
	Furniture & Fixture 	5 years 
	Office equipment 	5 years 


The gain or loss on disposal of property, plant and equipment
  is the difference between the net sales proceeds and the carrying amount of the
  relevant assets, and, if any, is recognized in the statement of operations and
  comprehensive income.

Concentration of Credit Risk

The Company places its cash with high quality financial
  institutions and at times may exceed the FDIC $100,000 insurance limit. The
  Company will extend credit based on an evaluation of the customer’s financial
  condition, generally without collateral. Exposure to losses on receivables is
  principally dependent on each customer’s financial condition. The Company will
  monitor its exposure for credit losses and maintains allowances for anticipated
  losses, if required.

Advertising Costs

Advertising costs are expensed as incurred. There were no
  advertising expenses for the periods.

Income Taxes

The Company accounts for income taxes under SFAS 109,
  "Accounting for Income Taxes." Under the asset and liability method of SFAS 109,
  deferred tax assets and liabilities are recognized for the future tax
  consequences attributable to differences between the financial statements
  carrying amounts of existing assets and liabilities and their respective tax
  bases. Deferred tax assets and liabilities are measured using enacted tax rates
  expected to apply to taxable income in the years in which those temporary
  differences are expected to be recovered or settled. Under SFAS 109, the effect
  on deferred tax assets and liabilities of a change in tax rates is recognized in
  income in the period the enactment occurs. A valuation allowance is provided for
  certain deferred tax assets if it is more likely than not that the Company will
  not realize tax assets through future operations.

Basic and Diluted Income/(Loss) Per Share:

In accordance with SFAS No. 128, "Earnings Per Share," the
  basic income/(loss) per common share is computed by dividing net income/(loss)
  available to common stockholders by the weighted average number of common shares
  outstanding. Diluted income per common share is computed similar to basic income
  per common share except that the denominator is increased to include the number
  of additional common shares that would have been outstanding if the potential
  common shares had been issued and if the additional common shares were dilutive. 

Stock-Based Compensation

In March 2004, the FASB issued a proposed statement,
  Share-Based Payment, which addresses the accounting for share-based payment
  transactions in which an enterprise receives employee services in exchange for
  equity instruments of the enterprise or liabilities that are based on the
  grant-date fair value of the enterprise's equity instruments or that may be
  settled by the issuance of such equity instruments. The proposed statement would
  eliminate the ability to account for share-based compensation transactions using
  Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
  to Employees, and generally would require instead that such transactions be
accounted for using a fair-value-based method. In


11





PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006

December 2004, the FASB issued SFAS No. 123(R), Share-Based
  Payment, which is a revision of SFAS No. 123. Generally, the approach in SFAS
  No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS
  No. 123(R) requires all share-based payments to employees, including grants of
  employee stock options, to be recognized in the income statement based on their
  grant-date fair values. Pro forma disclosure is no longer an alternative. 

As permitted by SFAS No. 123, for 2005, the Company accounted
  for share-based payments to employees using APB Opinion No. 25's intrinsic value
  method and, as such, generally recognized no compensation cost for employee
  stock options. Effective January 1, 2006, we have adopted SFAS No. 123(R)'s fair
  value method of accounting for share based payments. Accordingly, the adoption
  of SFAS No. 123(R)'s fair value method may have a significant impact on the
  Company's results of operations as we are required to recognize the cost of
  employee services received in exchange for awards of equity instruments based on
  the grant-date fair value of those awards. SFAS No. 123(R) permits public
  companies to adopt its requirements using either the "modified prospective"
  method or the "modified retrospective" method. The Company adopted SFAS No.
  123(R) using the modified prospective method. In April 2005, the SEC delayed the
  effective date of SFAS No. 123(R), which is now effective for public companies
  for annual, rather than interim periods that begin after June 15, 2005. The
  impact of the adoption of SFAS No. 123(R) cannot be predicted at this time
  because it will depend on levels of share-based payments granted in the future. 

Segment Reporting

Based on the Company's integration and management strategies,
  the Company operated in a single business segment. For the periods in question
  the Company had no revenue.

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting
  Bulletin No. 101, “Revenue Recognition in Financial Statements” The Company
  recognizes revenue when the significant risks and rewards of ownership have been
  transferred to the customer pursuant to applicable laws and regulations,
  including factors such as when there has been evidence of a sales arrangement,
  the performance has occurred, or service have been rendered, the price to the
  buyer is fixed or determinable, and collectibility is reasonably assured.

The Company may receive upfront fees from third parties who
  solicit the services of the Company as a booking agent. The upfront fees may be
  either nonrefundable, or refundable based upon the contractual arrangement. The
  upfront fees are recorded as deferred revenues when received, and recorded as
  earned when the entertainer completes the agreed-upon performance. If the event
  is cancelled and the upfront fee is refundable, the revenue is neither fixed or
  determinable until the cancellation privileges lapse. If the performance is
  cancelled and the fee is refunded, no revenue is recognized. If the performance
  is cancelled and the fee is non-refundable, the revenue is recognized upon
  cancellation.

New Accounting Pronouncements

In March 2004, the FASB approved the consensus reached on the
  Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of
  Other-Than-Temporary Impairment and Its Application to Certain Investments." The
  objective of this Issue is to provide guidance for identifying impaired
  investments. EITF 03-1 also provides new disclosure requirements for investments
  that are deemed to be temporarily impaired. In September 2004, the FASB issued a
  FASB Staff Position (FSP) EITF 03-1-1 that delays the effective date of the
  measurement and recognition guidance in EITF 03-1 until after further
  deliberations by the FASB. The disclosure requirements are effective only for
  annual periods ending after June 15, 2004. The Company has evaluated the impact
  of the adoption of the disclosure requirements of EITF 03-1 and does not believe
  it will have an impact to the Company's overall combined results of operations
  or combined financial position. Once the FASB reaches a final decision on the
  measurement and recognition provisions, the Company will evaluate the impact of
the adoption of EITF03-1.


12





PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006

In November 2004, the FASB issued SFAS No. 151 "Inventory
  Costs, an amendment of ARB No. 43, Chapter 4”, (" SFAS No. 151"). The amendments
  made by SFAS 151 clarify that abnormal amounts of idle facility expense,
  freight, handling costs, and wasted materials (spoilage) should be recognized as
  current-period charges and require the allocation of fixed production overheads
  to inventory based on the normal capacity of the production facilities. The
  guidance is effective for inventory costs incurred during fiscal years beginning
  after June 15, 2005. Earlier application is permitted for inventory costs
  incurred during fiscal years beginning after November 23, 2004. The Company has
  evaluated the impact of the adoption of SFAS 151, and does not believe the
  impact will be significant to the Company's overall results of operations or
  financial position. 

In December 2004, the FASB issued SFAS No.152, "Accounting for
  Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and
  67" ("SFAS 152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real
  Estate", to reference the financial accounting and reporting guidance for real
  estate time-sharing transactions that is provided in AICPA Statement of Position
  (SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152
  also amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of
  Real Estate Projects", to state that the guidance for (a) incidental operations
  and (b) costs incurred to sell real estate projects does not apply to real
  estate time-sharing transactions. The accounting for those operations and costs
  is subject to the guidance in SOP 04-2. SFAS 152 is effective for financial
  statements for fiscal years beginning after June 15, 2005, with earlier
  application encouraged. The Company has evaluated the impact of the adoption of
  SFAS 152, and does not believe the impact will be significant if any, to the
  Company's overall results of operations or financial position since the Company
  does not enter into such transactions. 

In December 2004, the FASB issued SFAS No.153, "Exchanges of
  Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
  Nonmonetary Transactions." The amendments made by SFAS 153 are based on the
  principle that exchanges of nonmonetary assets should be measured based on the
  fair value of the assets exchanged. Further, the amendments eliminate the narrow
  exception for nonmonetary exchanges of similar productive assets and replace it
  with a broader exception for exchanges of nonmonetary assets that do not have
  commercial substance. Previously, Opinion 29 required that the accounting for an
  exchange of a productive asset for a similar productive asset or an equivalent
  interest in the same or similar productive asset should be based on the recorded
  amount of the asset relinquished. Opinion 29 provided an exception to its basic
  measurement principle (fair value) for exchanges of similar productive assets.
  That exception required that some nonmonetary exchanges, although commercially
  substantive, to be recorded on a carryover basis. By focusing the exception on
  exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
  financial reporting that more faithfully represents the economics of the
  transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
  in fiscal periods beginning after June 15, 2005. Earlier application is
  permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
  after the date of issuance. The provisions of SFAS No.153 shall be applied
  prospectively. The Company has evaluated the impact of the adoption of SFAS 153,
  and does not believe the impact will be significant to the Company's overall
  results of operations or financial position. 

In December 2004, the FASB issued SFAS No.123 (revised 2004),
  "Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) will provide investors and
  other users of financial statements with more complete and neutral financial
  information by requiring that the compensation cost relating to share-based
  payment transactions be recognized in financial statements. That cost will be
  measured based on the fair value of the equity or liability instruments issued.
  SFAS 123(R) covers a wide range of share-based compensation arrangements
  including share options, restricted share plans, performance-based awards, share
  appreciation rights, and employee share purchase plans. SFAS 123(R) replaces
  SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
  Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as
  originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees.


13





PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006

However, that statement permitted entities the option of
  continuing to apply the guidance in Opinion 25, as long as the footnotes to
  financial statements disclosed what net income would have been had the
  preferable fair-value-based method been used. Public entities (other than those
  filing as small business issuers) will be required to apply SFAS 123(R) as of
  the first interim or annual reporting period that begins after June 15, 2005.
  This pronouncement is effective for the Company, a small business issuer, as of
  the first interior annual reporting period that begins after December 15, 2005.
  The Company has evaluated the impact of the adoption of SFAS 123(R), and does
  not believe the impact will be significant to the Company's overall results of
  operations or financial position.

In May, 2005, The FASB issued SFAS No. 154, entitled Accounting Changes and Error Corrections –a replacement of APB Opinion No. 20
  and FASB Statement No. 3. This Statement replaces APB Opinion No. 20,
  Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in
  Interim Financial Statements, and changes the requirements for the accounting
  for and reporting of a change in accounting principle. This statement applies to
  all voluntary changes in accounting principle. It also applies to changes
  required by an accounting pronouncement in the unusual instance that the
  pronouncement does not include specific transition provisions. Opinion 20
  previously required that most voluntary changes in accounting principle be
  recognized by including in net income of the period of the change the cumulative
  effect of changing to the new accounting principle. This Statement requires retrospective application to prior periods’financial statements of
  changes in accounting principle, unless it is impracticable to determine either
  the period-specific effects or the cumulative effect of the change. This
  Statement defines as the application of a different accounting principle to
  prior accounting periods as if that principle had always been used or as the
  adjustment of previously issued financial statements to reflect a change in the
  reporting entity. This statement also redefines restatement as the
  revising of previously issued financial statements to reflect the correction of
  an error. The adoption of SFAS 154 did not impact the financial statements. 

In February, 2006, FASB issued SFAS No. 155, “Accounting for
  Certain Hybrid Financial Statements”. SFAS No. 155 amends SFAS No. 133,
  “Accounting for Derivative Instruments and Hedging Activities” and SFAS
  No. 140, “Accounting for Transfers and Servicing of Financial Assets and
    Extinguishments of Liabilities”. SFAS No. 155, permits fair value
  measurement for any hybrid financial instrument that contains an embedded
  derivative that otherwise would require bifurcation, clarifies which
  interest-only strips and principal-only strips are not subject to the
  requirements of SFAS No. 133, establishes a requirement to evaluate interest in
  securitized financial assets to identify interests that are freestanding
  derivatives or that are hybrid financial statements that contain an embedded
  derivative requiring bifurcation, clarifies that concentrations of credit risk
  in the form of subordination are not embedded derivatives, and amends SFAS No.
  140 to eliminate the prohibition on the qualifying special-purpose entity from
  holding a derivative financial instrument that pertains to a beneficial interest
  other than another derivative financial instrument. This statement is effective
  for all financial instruments acquired or issued after the beginning of the
  Company’s first fiscal year that begins after September 15, 2006. Management
  believes that this statement will not have a significant impact on the financial
  statements.

In March, 2006 FASB issued SFAS 156 “Accounting For
  Servicing of Financial Assets”this Statement amends FASB Statement No. 140,
  “Accounting for Transfers and Servicing of Financial Assets and
    Extinguishment of Liabilities”, with respect to the accounting for
  separately recognized servicing assets and servicing liabilities. This
  Statement:

	1. 	Requires an entity to recognize a servicing asset or
      servicing liability each time it undertakes an obligation to service a
      financial asset by entering into a servicing contract.

	2. 	Requires all separately recognized servicing assets and
      servicing liabilities to be initially measured at fair value, if
      practicable.

	3. 	Permits an entity to choose “Amortization method”or “Fair
      value measurement method”for each class of separately recognized servicing
      assets and servicing liabilities.

	4. 	At its initial adoption, permits a one-time
      reclassification of available-for-sale securities to trading securities by
      entities with recognized servicing rights, without calling into question
      the treatment of other available-for-sale securities under Statement 115,
      provided that the available-for-sale



14 





PYRO PHARMACEUTICALS, INC.

    (A DEVELOPMENT STAGE
      COMPANY)

  NOTES TO FINANCIAL STATEMENTS

  FOR THE YEARS ENDED
    DECEMBER 31, 2006 AND 2005

  AND FROM INCEPTION (JUNE 11, 2001) TO
    DECEMBER 31, 2006

	 	securities are identified in some manner as offsetting
        the entity’s exposure to changes in fair value of servicing assets
        or servicing liabilities that a servicer elects to subsequently measure
        at fair value.

	 	

	5. 	Requires separate presentation of servicing assets and
        liabilities subsequently measured at fair value in the statement of financial
        position and additional disclosures for all separately recognized servicing
        assets and servicing liabilities.



Management believes that this statement will not have a
  significant impact on the financial statements.

NOTE 3 - STOCKHOLDERS’EQUITY

In 2001, the Company issued 7,500,000 shares of its common
  stock. Of this amount 2,887,500 shares were issued as founder shares to our
  President and the balance of 4,612,500 shares issued for services at market
  value, which was determined to be .10 per share.

Also in 2001, we issued 5,000,000 shares of our Preferred Stock
  for cash at .10 per share.

In 2002 Stock options of 1,858,960 were exercised at the market
  price of .10. The Company recognized an expense of $185,896 on these
  options.

At the time of the issuance, the Company had established its
  corporate framework, had issued its’ founders shares, and had begun to
  pursue its’planned operations. SFAS 123, does not specify the measurement
  date for share-based payment transactions with nonemployees for which the measure
  of the cost of goods acquired or services received is based on the fair value
  of the equity instruments issued. EITF Issue No., 96-18, “Accounting for
  Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
  in Conjunction with Selling, Goods or Services,”establishes criteria for
  determining the measurement date for equity instruments issued in share-based
  payment transactions with nonemployees. EITF 96-18 states that the issuer should
  measure the fair value of the equity instruments using the stock price and other
  measurement assumptions as of the earlier of the date at which a commitment
  for performance by the counterparty to earn the equity instruments is reached,
  or the date at which the counterparty’s performance is complete. The Company
  has determined that the measurement date of the transaction was the date of
  issue. At the issue date, the Company’s shares were not publicly traded,
  but the Company had raised funds based upon their belief in good faith that
  .10 per share. was the “fair market price.”Therefore, the Company’s
  Board of Directors determined, based on good faith, that the fair market value
  on the measurement date was $.10 per share. 

NOTE 4 –INCOME TAXES

The Company has a net operating loss of approximately
  $1,143,518 which will expire starting in 2016. The Company has provided a
  valuation allowance for this deferred tax asset since management has not been
  able to determine that the realization of that asset is more likely than
not.


15






Schedule “B”

Patents of Pyro


	Patent Number 
	6,955,890 
	6,852,485 



Patents Pending of Pyro


	Publication Number 
	20060252113 
	20060252112 
	20060178322 
	20060178321 
	20060178320 
	20060177385 
	20060094075 
	20060063224 
	20040006040 
	20030232021 



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