UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(x)
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934


For the
      fiscal year ended October 31, 2008





(
      )
            TRANSACTION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
      transaction period
      from            toCommission File
      Number 333-139797





PATTERSON BROOKE RESOURCES
    INC.(Exact
      name of Company as specified in
charter)





Nevada
            98-0505768State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee I.D. No.)





115
      Angelene Street
              Mississauga,
      Ontario, Canada
            L5G 1X1(Address of
      principal executive offices)
            (Zip
      Code)





Issuer’s
      telephone
      number                                                                1-416-819-3795





Securities
      registered pursuant to section 12 (b) of the
  Act:





Title
      of each share:None
            Name of
      each exchange on which registered:None





Securities
      registered pursuant to Section 12 (g) of the
  Act:





None


(Title
      of Class)





Check
whether the Issuer (1) filed all reports required to be filed by section 13 or
15 (d) of the Exchange Act during the past 12 months (or for a shorter period
that Patterson was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.





(1)   Yes
      [X]
            No
      [ ]
            (2)
            Yes
      [X]    No
  [   ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Patterson’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [    ]





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange
      Act)         Yes
      [  ]   No
[X]





State
      issuer’s revenues for its most recent fiscal year:
            $  -0-





State the
aggregate market value of the voting stock held by nonaffiliates of
Patterson.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specific date within the past 60 days.





As at
October 31, 2008, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.








-1-







(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)





Not
applicable





(APPLICABLE
ONLY TO CORPORATE COMPANYS)





As of
December 29, 2008, Patterson has 88,450,000 shares of common stock issued and
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.











-2-








TABLE
OF CONTENTS





PART 1


Page





ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            10ITEM
      3.
            LEGAL
      PROCEEDINGS
            16ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
            16PART IIITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            17ITEM
      6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            17ITEM
      7.
            FINANCIAL
      STATEMENTS
            21ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            21ITEM
      8A
            CONTROLS
      AND PROCEDURES
            21PART IIIITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
            23ITEM
      10.
            EXECUTIVE
      COMPENSATION
            26ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
            28ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            30PART IVITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K
            31ITEM
      14
            PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
            32SIGNATURES
            33











-3-











PART
1







ITEM
      1.  DESCRIPTION OF
BUSINESS







History
and Organization





We were
incorporated in the State of Nevada on June 28, 2006 and established a fiscal
year end of October 31.  We do not have any subsidiaries, affiliated
companies or joint venture partners.


We are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals and have not generated any operating revenues since
inception.  Our sole mineral property, the Alice Claim, is located in
the Northwest Territories (“NWT”), Canada.





Our
administrative office is located at 115 Angelene Street, Mississauga, Ontario,
Canada, L5G 1X1.  Our telephone number is (416) 819-3795.




We have
incurred losses since inception and we must raise additional capital to fund our
operations.  There is no assurance we will be able to raise this
capital.




Our sole
holding is a 100% interest in the Alice Claim located in NWT, Canada, subject to
a 1% net smelter royalty, in favor of the vendor, Mr. Max Braden, on any
production of commercial minerals that may be generated from the Alice
Claim.  Patterson Brooke acquired the Alice Claim for the sum of
$1,000 from Mr. Braden, an unrelated third party prospector. Although we are in
possession of a signed, registered Transfer of Mineral Claim transferring all
right, title and interest in the Alice Claim to us, title remains recorded in
the name of Max Braden.  That is because we do not wish to incur the
cost of acquiring a Prospectors License from the NWT and registering the Company
in the NWT, both of which we must do in order to record title to the Alice Claim
in our name.  There is no cost to us using Mr. Braden’s Prospectors
License to hold the Alice Claim.




We own no
property other than the Alice Claim.




There is
no assurance that a commercially viable mineral deposit, a reserve, exists at
our mineral claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility.   Such work could take many years
of exploration and would require expenditure of very substantial amounts of
capital, capital we do not currently have and may never be able to
raise.




There is
substantial doubt that we can continue as an ongoing business for the next
twelve months and we will have to suspend or cease operations within the next
twelve months unless we raise sufficient money to cover all our expected
expenses; estimated to be $48,395.




The
property we intend to explore may not contain any mineral reserves and
therefore, any investment in this offering may be lost.




At the
present, we have no employees and only two officers and directors, each of whom
plan to devote only 4-5 hours per week to our operations.




Patterson
is responsible for filing various forms with the United States Securities and
Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Q.





The
shareholders may read and copy any material filed by Patterson with the SEC at
the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
20549.   The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330.   The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information which
Patterson has filed electronically with the SEC by assessing the website using
the following address:  http://www.sec.gov.   We
have no website at this time.






-4-







Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of Patterson and the notes, which form an
integral part of the financial statements, which are attached
hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Patterson
presently has minimal day-to-day operations; consisting mainly of maintaining
the Alice claim in good standing and preparing the reports filed with the SEC as
required.





Risk
      Factors




An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding
Patterson contained in this Form 10-K, you should consider many important
factors in determining whether to purchase the shares in our Company. The
following risk factors reflect the potential and substantial material risks in
being a shareholder of our company.




Risks
Associated with our Company:




Our
liquidity, and thus our ability to continue to operate depends upon the
continuing willingness of our President, who is also our controlling
stockholder, to finance the Company’s operations.




We are
financing our continuing operations with cash loaned to us by our
President.  To date our President has loaned us $40,500 in addition to
paying $5,566 in invoices paid to Patterson.  He has agreed to advance
a further when and if required.  Without these loan advances we would
be forced to go out of business.  He agreed to the suspension of
payment of his monthly management fee of $1,000 after June 2007
payment.   We will have to raise additional funds in the next
twelve months to satisfy our cash requirements.




Furthermore,
the loan advances made by our President are repayable on
demand.  Accordingly, if our President were to demand repayment of his
loan advances we would not have sufficient funds to satisfy our cash
requirements and would be forced to go out of business.




We
lack an operating history and have losses which we expect to continue into the
future. As a result, we may have to suspend or cease exploration activity or
cease operations.




We have
not yet conducted any exploration activities.  We have not generated
any revenues. We have no exploration history upon which you can evaluate the
likelihood of our future success or failure.  Our net loss from
inception to October 31, 2008, the date of this Form 10-K is
$106,063.  Our ability to achieve profitability and positive cash flow
in the future is dependent upon




*
            our
      ability to locate a profitable mineral property*
            our
      ability to locate an economic ore reserve*
            our
      ability to generate revenues*
            our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause us
to go out of business.






-5-






We have no known
ore reserves and we cannot guarantee we will find any gold and/or silver
mineralization
or, if we find gold and/or silver mineralization, that it may be economically
extracted. If we fail to find any gold and/or silver mineralization or if we are
unable to find gold and/or silver mineralization that may be economically
extracted, we will have to cease operations.




We have
no known ore reserves. Even if we find gold and/or silvermineralizationwe
cannot guarantee that any gold and/or silver mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold and/or silver mineralizationin
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold and/or silvermineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold deposits in economically recoverable quantities will cause us to
cease operations.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and any
funds spent on exploration will be lost.




Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Alice Claim, does not contain
any reserves, and any funds spent on exploration will be lost. If we cannot
raise further funds as a result, we may have to suspend or cease operations
entirely.




Because
our officer and director does not have technical training or experience in
starting and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.




Because
our sole officer and director is inexperienced with exploring for minerals and
starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property.  Our officer and director has no direct training or
experience in these areas and as a result may not be fully aware of many of the
specific requirements related to working within the industry. His decisions and
choices may not take into account standard engineering or managerial approaches,
mineral exploration companies commonly use. Consequently our exploration,
earnings and ultimate financial success could suffer irreparable harm due to
certain of management's lack of experience in this
industry.   Additionally, our officer and director has no direct
training or experience in managing and fulfilling the regulatory reporting
obligations of a ‘public company’ like Patterson Brooke.  Unless our
part time officer is willing to spend more time addressing these matters, we
will have to hire professionals to undertake these filing requirements for
Patterson Brooke and this will increase the overall cost of operations. As a
result we may have to suspend or cease exploration activity, or cease operations
altogether.




Since we are
small and do not have much capital, we must limit our exploration and as a
result may not find an ore body. Without an ore
body, we cannot generate revenues and you will lose your
investment.




The
possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and
geologists.  We are small company and do not have much
capital.  We must limit our exploration activity unless and until we
raise additional capital.  Any decision to expand our operations on
our exploration property will involve the consideration and evaluation of
several significant factors beyond our control.  These factors
include, but are not limited to:






-6-






●
            
            Market
      prices for the minerals to be produced;●
            
            Costs
      of bringing the property into production including exploration preparation
      of production feasibility studies and construction of production
      facilities;●
            
            Political
      climate and/or governmental regulations and controls;●
            
            Ongoing
      costs of production;●
            
            Availability
      and cost of financing; and●
            
            Environmental
      compliance regulations and
restraints.




These
types of programs require substantial capital. Because we may have to limit our
exploration, we may not find an ore body, even though our property may contain
mineralized material. Without an ore body, we cannot generate revenues and our
shareholders might lose their investment in Patterson.




Because our
officer and director has other outside business activities and may not be in a
position to devote a majority of his time to our exploration activity, our
exploration activity may be sporadic which may result in periodic interruptions
or suspensions of exploration.




Our
President will be devoting only 15% of his time, approximately 24 hours per
month, to our business.  As a consequence of the limited devotion of
time to the affairs of the Company expected from management, our business may
suffer.  For example,  because our officer and director has
other outside business activities and may not be in a position to devote a
majority of his time to our exploration activity, our exploration activity may
be sporadic or may be periodically interrupted or
suspended.   Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.




We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration
activity.




We have
made no attempt to locate or negotiate with any suppliers of products, equipment
or materials. We will attempt to locate products, equipment and materials as and
when we begin to undertake exploration activity, expected during the later part
of the spring of 2008.  Competition and unforeseen limited sources of
supplies in the industry could result in occasional spot shortages of equipment
and/or supplies we need to conduct our planned exploration work.  If
we cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.




We
may be unable to meet property maintenance requirements or acquire necessary
mining licenses and thereby lose our interest in the Alice Claim.




In order
to maintain ownership of in the Alice Claim we must make an annual payment, or
expend certain minimum amounts on the exploration of the mineral claim, in the
amount of at least $727 ($800Cdn.) by May 24 in each year.   Our
failure to make such payment or expenditures within the time required will
result in the loss of our interest in the Alice Claim.  Even if we do
make the annual payment in lieu of doing work because we are not able to obtain
the necessary licenses to conduct mining operations on the property in a timely
fashion, we would realize no benefit from our expenditure to maintain title to
the property.




No
matter how much money is spent on the Alice Claim, the risk is that we might
never identify a commercially viable ore reserve.





Over the
coming years, we might expend considerable capital on exploration of the Alice
Claim without finding anything of value.  It is very likely the Alice
Claim does not contain any reserves so any funds spent on exploration will
probably be lost.  No matter how much money is spent on the Alice
Claim, we might never be able to find a commercially viable ore
reserve.






-7-






Even
if our property were found to contain a deposit, since we have not put a mineral
deposit into production before, we will have to acquire outside expertise. If we
are unable to acquire such expertise we may be unable to put our property into
production and you may lose your investment.




We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.




Mineral
exploration and development activities are inherently risky and we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of our shareholders entire investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into
production.  Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.  The Alice Claim, our sole
property, does not have a known body of commercial ore. Should our mineral claim
be found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production activities. Unusual or
unexpected formations, formation pressures, fires, power outages, labor
disruptions, flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labor are other risks
involved in extraction operations and the conduct of exploration programs. We do
not carry liability insurance with respect to our mineral exploration operations
and we may become subject to liability for damage to life and property,
environmental damage, cave-ins or hazards. There are also physical risks to the
exploration personnel working in the rugged terrain of the Northwest
Territories, often in poor climatic conditions. Previous mining exploration
activities may have caused environmental damage to the Alice Claim. It may be
difficult or impossible to assess the extent to which such damage was caused by
us or by the activities of previous operators, in which case, any indemnities
and exemptions from liability may be ineffective.




Even
with positive results during exploration, the Alice Claim might never be put
into commercial production due to inadequate tonnage, low metal prices or high
extraction costs.





We might
be successful, during future exploration programs, in identifying a source of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible.  If the cost of extracting any
minerals that might be found on the Alice Claim is in excess of the selling
price of such minerals, we would not be able to develop the
claim.  Accordingly even if ore reserves were found on the Alice
Claim, without sufficient tonnage we would still not be able to economically
extract the minerals from the claim in which case we would have to abandon the
Alice Claim and seek another mineral property to develop, or cease operations
altogether.




Title
to the Alice Claim is registered in the name of another person. Failure of the
Company to obtain good title to the claim will result in our having to cease
operations.




Title to
the property we intend to explore is not held in our name. Title to the Alice
Claim is recorded in the name of Max Braden, an unrelated
prospector.  In the event Max Braden was to grant a third party a deed
of ownership, which was subsequently registered prior to our deed, that third
party would obtain good title and we would have nothing. Similarly, if Max
Braden were to grant an option to a third party, that party would be able to
enter the claims, carry out certain work commitments and earn right and title to
the claims and we would have little recourse against such third party even
though we would be harmed, would not own any property and would have to cease
operations. Although we would have recourse against Max Braden in the situations
described, there is a question as to whether that recourse would have specific
value.






-8-






Risks
Associated with our Share Capital:




Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.




Our
director and officer currently owns 75,000,000 shares of common stock
representing approximately 84.8% of our outstanding shares.  With our
Form S-1 becoming effective our director had registered and had qualified for
resale 7,500,000 of his shares.  Assuming that such he sells his
7,500,000 shares, he will still own 67,500,000 shares of common stock
representing approximately 76.3% of our outstanding shares.  As a
result, he will have substantial influence over our operations and can effect
certain corporate transaction without further shareholder
approval.  This concentration of ownership may also have the effect of
delaying or preventing a change in control.





We
anticipate the need to sell additional treasury share in the future meaning that
there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced accordingly.





We may
seek additional funds through the sale of our common stock.  This will
result in a dilution effect to our shareholders whereby their percentage
ownership interest in the Company is reduced.  The magnitude of this
dilution effect will be determined by the number of shares we will have to issue
in the future to obtain the funds required.




FINRA
sales practice requirements may limit a stockholder's ability to buy and sell
our stock.




The FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may have the effect of reducing the
level of trading activity and liquidity of our common stock. Further, many
brokers charge higher transactional fees for penny stock transactions. As a
result, fewer broker-dealers may be willing to make a market in our common
stock, reducing a stockholder's ability to resell shares of our common
stock.




Foreign Currency and Exchange
Rates




Our
mineral property is located in Northwest Territories of Canada and costs
expressed in the geological report on our mineral property are expressed in
Canadian Dollars.  For purposes of consistency and to express United
States Dollars throughout this Form 10K-SB, Canadian Dollars have been converted
into United States currency at the rate of US $0.85 being approximately equal to
Cdn $1.00 or Cdn. $0.85 being approximately equal US $1.00 as at the balance
sheet.   During the year the conversion was taken at the date of
the transaction which varied monthly.







-9-












ITEM
      2. DESCRIPTION OF PROPERTY







General




We were
incorporated in the State of Nevada on June 28, 2006. We are a pre-exploration
stage corporation. We have only undertaken a limited exploration program on our
mineral claims during the summer and fall of this year.  Our claim is
known as the Alice Claim located in Northwest Territories,
Canada.  There is no assurance that mineralized material with any
commercial value exits on our property.




We do not
have any ore body and have not generated any revenues from our
operations.




We
maintain our statutory registered agent's office at 2470 St. Rose Parkway, Suite
304, Henderson, Nevada, 89075 and our business office is located at 115 Angelene
Street, Mississauga, Ontario, Canada, L5G 1X1. Our telephone number is (416)
819-3795.


.


We have
no plans to change our business activities or to combine with another business,
and are not aware of any events or circumstances that might cause our plans to
change.





Business
Development Since Inception





We raised
$3,000 in initial seed capital on October 17, 2006 in order to identify
and  acquire a mineral property that we consider holds the potential
to contain gold and/or silver mineralization.





In
October 2006 we purchased the Alice Claim, situated in NWT, Canada, for $1,000
from Mr.  Max Braden, an independent unrelated prospector of
Yellowknife, NWT.





On
October 31, 2006 Patterson Brooke closed a private placement pursuant to
Regulation S of the Securities Act of 1933, whereby 538,000 common shares were
sold at the price of $0.05 per share to raise $26,900.





In
October 2006 we engaged Glen MacDonald, P. Geol., to conduct a review and
analysis of the Alice Claim and the previous exploration work undertaken on the
property and to recommend a mineral exploration program for the Alice
Claim.





We are
the beneficial owner of a 100% interest in the Alice Claim, our sole mineral
property, subject to a royalty interest retained by the vendor, as detailed
below.  We intend to undertake exploration work on the Alice
Claim.  We are presently in the pre-exploration stage and there is no
assurance that mineralized material with any commercial value exits on our
property. We do not have any ore body and have not generated any revenues from
our operations.  Our planned exploration work is exploratory in
nature.





On March
14, 2007 we formalized, in the form of a Loan Agreement, an arrangement with our
President whereby he has advanced $20,000 in cash to the Company to date, and
will advance a further $20,000 when Patterson requires it during the first part
of 2008 in order to provide the Company with additional working
capital.  This loan does not bear interest and has no fixed terms of
repayment although repayment may be demanded by the President. To date our
President has advanced $46,066.





By an
agreement dated March 22, 2006 our President (who is also our controlling
stockholder) agreed to suspension of payment of his monthly management fee, in
the amount of $1,000, from and after the June 2007 payment.  Taken
together, the loan advance and suspension of payment of management fee, are
expected to ensure the Company will have sufficient funds to satisfy its cash
requirements to October 31, 2009.  Even though our President has
completed his financial commitment to us, he is willing to continue to fund the
Company until such time as a private or public offering can be
undertaken.  In other words, in spite of the loan from our President
and the suspension of the payment of his management fees, we will have to raise
additional funds within the next twelve months in order to satisfy our cash
requirements.






-10-






DESCRIPTION OF THE
PROPERTY




We are
the beneficial owner of a 100% interest in the Alice Claim, located in NWT,
Canada.  Our interest in the Alice Claim is subject to a 1% net
smelter return royalty in favor of the person from whom we acquired the claim,
Mr. Max Braden.   The royalty interest retained by Mr. Braden
entitles him to receive 1% of any net revenue that might be paid to us by the
purchaser of minerals produced form the Alice Claim.  We do not have
any ore body and have not generated any revenues from our
operations.





Although
we are in possession of a signed, registerable Transfer of Mineral Claim
transferring all right, title and interest in the claim to us subject to the
aforementioned 1% net smelter royalty, title remains recorded in the name of Max
Braden.  That is because the Government of Canada requires that
mineral claims in the NWT be held in the (i) the name of a resident of the NWT,
or (ii) by a company either incorporated in Canada or registered with the NWT ‘s
Registrar of Corporations.  At the present time, we do not wish to
incur the costs associated with registering in the NWT.  In addition,
a Prospectors’ License, another prerequisite to our being able to register tile
to the Alice Claim, entails additional expense, whereas there is no cost to us
using Max Braden’s Prospectors License to hold the Alice Claim.





Beneficial
ownership of the Alice Claim confers the rights to the minerals on the Alice
Claim. We do not own the land itself since it is held in the name of the
“Crown”, i.e. the Government of Canada.





The Alice
Claim covers an area of approximately 200 acres. The current expiry date for the
Alice Claim is May 24, 2008.  To keep the property in good standing,
such that the claim does not expire on the date indicated above we must (i)
undertake exploration work to a value of not less than $357 ($420 CDN) on the
Alice Claim before May 24, 2008, or (ii) in lieu of undertaking exploration work
we may pay cash of approximately $357 ($420 CDN) to the Government of
Canada.   This is an annual obligation.  Failure to do
either, each year, will result in the Alice Claim reverting to the Government of
Canada.




Particulars
of the Alice Claim, our sole mineral property, together with issues we face in
conducting exploration work on the property, follow.




Location
and Access




The Alice
Claim is located approximately 112 kilometers east of Yellowknife, NWT a town of
approximately 20,000 and the capital of the NWT where all services necessary to
the mining industry are available. The city is serviced by scheduled air
services from Edmonton, Alberta and is linked to Alberta by all-weather highway.
The Alice Claim is currently accessed by float or ski-equipped aircraft from
Yellowknife. A winter road could easily link the property to the all-weather
Ingraham Trial, a distance of about 48 kilometers.





The Alice
property is located near the northern extremity of the northern interior
climatic region and is characterized by a cold, fry sub-arctic climate. Mean
January and July temperatures are below -30 C and from 10 to 15 respectively.
The mean annual precipitation is approximately 200mm or less.





Topography
of the region is subdued, with elevations ranging from 300 to 365 m. Lakes and
low-lying swampy areas are common and comprise some 20% of the land surface. The
major regional drainage is the Beaulieu River, which traverses the eastern part
of the region from north to south and empties into Great Slave Lake east of
Drybones Bay.






-11-







The Alice
Claim is located well south of the tree line and is within the region of
discontinuous permafrost. Vegetation consists of white and black spruce, white
birch and locally abundant poplar, jack-pine and tamarack.  The area
is generally “swampy”.  Access on the property for ground geophysical
surveying and subsequent drilling of magnetic anomalies would be best
accomplished from December to May when the lakes and swamps are frozen. Work
such as prospecting, sampling and geological surveying must be carried out
during the summer months. Drilling could also be carried out during the summer
months as well.





No
electrical power is required at this stage of exploration.  Any
electrical power that might be required in the foreseeable future could be
supplied by gas powered portable generators.





Property
Geology





The Alice
Claim is underlain by volcanics of the Yellowknife group, consisting of
greenstone flows. These greenstones are fine to coarse grained and the flows
vary in thickness up to 175 feet separated in places by tuffs and often on the
western side by prominent flow breccia horizons. The lavas take the form of
massive, pillowed, schistose, ropey and foliated flows, though distinction is
often difficult as pillows have mostly been obscured.





The tuffs
that are contained in the flows vary in thickness up to 50 feet, and where
sheared form sericite schist, whilst chlorite schist forms from the greenstones.
The sericitc schist commonly weathers rusty brown due to the presence of pyrite
and in some cases gold is associated with mineralization. A number of cherty
bands and/or acid and/or acid dykes up to six feet thick occur on the property
and often mineralization is associated with them. They may be rusty brown and
have quartz veins nearby. These mineralized veins are to a large degree
concentrated in a central zone running north/south through the property and the
Alice zone, although associated with sheared tuff, lies within this larger
area.





Acid and
intermediate tuffs occur on the western edge of the greenstone whilst on the
eastern side the pyroclastic zone is of agglomerate often containing large
bombs. Dykes and masses of intrusive diorite and gabbro are present though in
some less exposed areas these may be confused with large grained or altered
flows.





The Alice
shear is considered to contain the most promising gold mineralization on the
property. This zone lies on the north side of a small lake known as Gold Lake
and is exposed in outcrop and trenches for about 900 feet.  The shear
follows a band of chert-like inter-flow tuff that varies in thickness from a few
inches to 6.5 feet. The shear zone ranges in width from 1 foot to approximately
20 feet. The rocks within the zone are sericite and chlorite schist, and
scattered veinlets and lenses of quartz. The average width of the
well-mineralized section of the zone is from 2 to 3 feet and it has a length of
about 500 feet. Gold occurs sporadically in the heavily pyritized part of the
zone.





Previous
Exploration





The area
was first prospected in the summer of 1938. Gold was found in July of that year
and claims were staked on the more promising showings.





The
property was acquired by Sunset Yellowknife Mines in 1945 and in the spring and
summer of that year, this company did extensive trenching and diamond drilling
on the two zones. A total of 1907 feet of diamond drilling was done on the Alice
shear north of Gold lake.






-12-







Operations
then ceased out but were resumed in February of 1946 and continued through to
November of that year. A camp erected, and in the fall of 1946 a two-compartment
vertical shaft was sunk to a depth of 23 feet on the Alice shear
zone.  In March of 1947, a small mining plant was moved to the
property and during the following summer the shaft in the Alice zone was
deepened to 145 feet. Drifts were opened on the 125-foot level and extended
about 100 feet north and south from the shaft before the property closed on
September 10th, 1947.
No work was done by the company after September, 1947.





Early in
1966, the claims were optioned by Giant Yellowknife Mines Ltd. who carried out a
geological mapping, geological surveying and short hole diamond drill program on
new untested zones. The option was allowed to lapse. No work has been done on
the property since that time.




Proposed Exploration
Work – Plan of Operation




Mr. Glen
C. Macdonald, P. Geol., authored the "Geological Report on the Alice Claim”
dated November, 2006 (the “Macdonald Report”), in which he recommended an
exploration program to evaluate the potential of the claim.  Mr.
Macdonald is a registered Professional Geologist in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia and
the Association of Professional Engineers of Alberta. He is a graduate of the
University of British Columbia, Vancouver, B.C. with a Bachelor of Economics
(1971) and Geology (1973).   Mr.  Macdonald has
practiced his profession as a geologist continuously since 1973.  He
visited the area covered by our claim in 2005.




We must
conduct exploration to determine what minerals exist on our property and whether
they can be economically extracted and profitably processed. We plan to proceed
with exploration of the Alice Claim by completing the work recommended in the
Macdonald Report, in order to begin determining the potential for discovering
commercially exploitable deposits of gold on our claim.




We have
not discovered any ores or reserves on the Alice Claim, our sole mineral
property. Our planned work is exploratory in nature.




The
Macdonald Report concludes:





-
            the
      Alice Claim covers an occurrence of high-grade gold mineralization in
      volcanic rocks of the Yellowknife
supergroup;





-
            early
      exploration of vein systems by trenching, drilling and underground
      development may have over looked the presence of fine-grained gold carried
      in pyrite sulphide within the volcanic units
  themselves;





-
            geophysical
      surveys have identified conductive anomalies which should be further
      explored; and





-
            detailed
      geological mapping, with trenching and sampling should be conducted in the
      vicinity of the conductors to determine if drilling is
      warranted.





The
Macdonald Report recommends the following work be undertaken and anticipates the
cost as follows:





●
            
            Geological
      mapping
            $  10,000●
            
            Trenching
      and sampling
            7,500Total
            $  17,500





The Alice
Claim, being located in a northerly latitude, and is subject to long, cold
winters with snowfall accumulations.   No exploration work was
done in 2008 due to a lack of funds on hand.  With the weather
situation in the winter of 2008 our planned work cannot be undertaken until the
late spring of 2009.






-13-








Thus,
even if the results of our planned  exploration work proves
encouraging, there is no assurance we will be able to raise the capital
necessary to conduct further exploration work on the Alice
Claim.  Furthermore, even if funding is
available,  additional work will only be undertaken if the results of
our planned work is successful in identifying target zones of gold
mineralization deemed worthy, by our geologist, of drilling to determine if a
gold deposit may exist.   Should our initial work prove
unsuccessful in identifying such drill targets, the Company will likely abandon
the Alice Claim and we may have to go out of business.




There are
no permanent facilities, plants, buildings or equipment on the Alice
Claim.




Competitive
Factors




The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold and silver. We are among the smallest
exploration companies in existence and are an infinitely small participant in
the mining business which is the cornerstone of the founding and early stage
development of the mining industry. While we generally compete with other
exploration companies, there is no competition for the exploration or removal of
minerals from our claims. Readily available markets exist for the sale of gold
and silver. Therefore, we will likely be able to sell any gold or silver that we
are able to recover, in the event commercial quantities are discovered on the
Alice Claims.  There is no ore body on the Alice Claims.




Regulations




Governing
Laws





The
mining industry in Canada operates under both federal and provincial or
territorial legislation governing the exploration, development, production and
decommissioning of mines. Such legislation relates to such matters as the method
of acquisition and ownership of mining rights, labor, health and safety
standards, royalties, mining and income taxes, exports, reclamation
and


rehabilitation
of mines, and other matters. The mining industry in Canada is also subject to
legislation at both the federal and provincial or territorial levels concerning
the protection of the environment. Legislation imposes high standards on the
mining industry to reduce or eliminate the effects of waste generated by
extraction and processing operations and subsequently deposited on the ground or
emitted into the air or water. The design of mines and mills, and the conduct of
extraction and processing operations, are subject to regulatory restrictions.
The exploration, construction, development and operation of a mine, mill or
refinery require compliance with environmental legislation and regulatory
reviews, and the obtaining of land use and other permits, water licenses and
similar authorizations from various governmental
agencies.  Legislation is in place for lands under federal
jurisdiction or located in certain provinces and territories that provide for
the preparation of costly environmental impact assessment reports prior to the
commencement of any mining operations. These reports require a detailed
technical and scientific assessment as well as a prediction of the impact on the
environment of proposed mine exploration and development.





Failure
to comply with the requirements of environmental legislation may result in
regulatory or court orders being issued that could result in the cessation,
curtailment or modification of operations or that could require the installation
of additional facilities or equipment to protect the environment. Violators may
be required to compensate those suffering loss or damage by reason of mining
activities and the violators, including our officers and directors, may be fined
or, in some cases, imprisoned if convicted of an offense under such
legislation.  Provincial and territorial mining legislation
establishes requirements for the decommissioning, reclamation and rehabilitation
of mining properties that are closed. Closure requirements relate to the
protection and restoration of the environment and the protection of public
safety. Some former mining properties must be managed for a long time following
closure in order to fulfill regulatory closure requirements. The cost of closure
of existing and former mining properties and, in particular, the cost of
long-term management of open or closed mining properties can be
substantial.








-14-







Mineral
exploration is subject to the Canadian Mineral Tenure Act
Regulation.  This act sets forth rules for: locating claims, posting
claims, working claims and reporting work performed. We will be required to
obtain permits from the NWT Ministry of the Environment before we commence
mining operations at the Alice Claim.





With
respect to the legislation, rules and regulations referred to above, we believe
that we are


currently
in compliance in all material respects with applicable legislation, rules and
regulations.





The
Company does not foresee having to expend material amounts in order to comply
with environmental laws during the exploration phase of its
operations.  The Company is obligated to restore surface disturbances
created by exploration.  These restoration efforts typically involve
the back filing of trenches, pits, or other excavations created for purposes of
exploration.





Underground
exploration, which the Company contemplates in the future, will require
additional cost related to the storage of excavated material. Until the Company
knows the amount of material it will have to store, it cannot estimate this
cost. There will be material costs of environmental compliance if the Company
develops a mine in the future. However, the Company cannot reasonably estimate
that environmental compliance cost at this time.





It is not
possible to estimate the cost of meeting the rules and regulations for a mining
operation at this time. Those costs will only be determined when a mine plan and
the required studies are completed to apply for a mining permit.





Government
Permitting





Our
proposed mineral exploration program is subject to the Canadian Mineral Tenure
Act Regulation.  This act sets forth rules for locating claims,
posting claims, working claims and reporting work performed.  The
Company is committed to complying with all governmental and environmental
regulations. We are obliged to adhere to environmental regulations promulgated
by the Government of Canada.  It is reasonable to expect that
compliance with environmental regulations will increase our
costs.  Such compliance may include feasibility studies on the surface
impact of our future exploration operations; costs associated with minimizing
surface impact; water treatment and protection; reclamation activities,
including rehabilitation of various sites; on-going efforts at alleviating the
mining impact of wildlife; and permits or bonds as may be required to ensure our
compliance with applicable regulations.  It is possible that these
costs and delays associated with such compliance could become so prohibitive
that we may decide to not proceed with exploration on the Alice
Claim.





The
Company cannot predict the extent to which future legislation and regulation
could cause additional expense, capital expenditures, restrictions, and delays
in the development of the Company's Canadian properties, including those with
respect to mining claims. The Company's activities are not only subject to
extensive federal and territorial regulations controlling the mining of and
exploration for mineral properties, but also the possible effects of such
activities upon the environment. For example we will be obligated to take steps
to ensure that any streams draining the property do not become contaminated as a
result of our activities on the property. We are not aware of any environmental
problems on the property as of the date of this prospectus.




Employees




Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim and an engineer or geologist to manage the exploration
program.  At present, we have no employees as such although each of
our officers and directors devotes a portion of his time to the affairs of the
Company.  None of our officers and directors has an employment
agreement with us. We presently do not have pension, health, annuity, insurance,
profit sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any
employee.






-15-






As
indicated above we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors.  We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.




Subcontractors




We will
be using for our exploration activities subcontractors for manual labor and will
continue to do so during the exploration work schedule in the spring of
2009.




Employees
and Employment Agreements




At
present, we have no full-time employees. Our officer and director will devote
time to our operation. Our director does not have employment agreements with us.
We presently do not have pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt plans in the
future. There are presently no personal benefits available to our officer and
director. Our officer and director will handle our administrative duties but
because of his inexperience with exploration, he will hire qualified persons to
perform the surveying, geology, engineering, exploration, and excavating of the
property. As of this date, we have not looked for or talked to any geologists or
engineers who will perform work for us in the future.




Investment
Policies





The
Company does not have an investment policy at this time.  Any excess
funds it has on hand will be deposited in interest bearing notes such as term
deposits or short term money instruments. There are no restrictions on what the
director is able to invest or additional funds held by the
Company.   Presently the Company does not have any excess funds
to invest.










ITEM
      3. LEGAL PROCEEDINGS







There are
no legal proceedings to which Patterson is a party or to which its property is
subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.








ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
  HOLDERS







During
the current year, no matters were brought before the securities holders for
voted thereon other than the 25 to 1 forward stock split completed in January
2008 and the increase in authorized share capital from 200,000,000 common shares
with a par value of $0.001 per share to 600,000,000 common shares with a par
value of $0.001 per share.











-16-








ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS







To date
we have not held an Annual General Meeting of our Stockholders but do intend to
do so within the near future.  We are a public trading company
recently quoted on the OTC Bulletin Board.





ITEM
6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





This
section of our Form 10-K includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.






We are a
start-up, pre-exploration stage company.  We have a limited operating
history and have not yet generated or realized any revenues from our
activities.  We have yet to undertake any exploration activity on our
sole property, the Alice Claim.   As our property is in the early
stage of exploration and there is no reasonable likelihood that revenue can be
derived from the property in the foreseeable future.




Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay for our
operations. This is because we have not generated any revenues and no revenues
are anticipated until we begin removing and selling minerals, if ever.
Accordingly, we must raise cash from sources other than the sale of minerals
found on the Alice Claim.





We must
raise additional cash to implement further exploration work on the Alice Claim
and stay in business.





Since our
business activity is related solely to the exploration and evaluation of the
Alice Claim, it is the opinion of our sole director and officer that the most
meaningful financial information relates primarily to current liquidity and
solvency.   As at October 31, 2008, we had working capital
deficit of $60,163 which includes $46,066 owed to our
President.   We will have to search for other sources of cash in
order to eliminate the working capital deficit situation.   Our
director have not yet address this situation but will have to do so early in
2009.





Our
future financial success will be dependent on the success of the exploration
work on the Alice Claim.   Such exploration may take years to
complete and future cash flows, if any, are impossible to predict at this
time.   The realization value from any mineralization which may
be discovered by us is largely dependent on factors beyond our control such as
the market value of metals produced, mining regulations in Canada and foreign
exchange rates.





Liquidity
and Capital Resources





Since
inception to the date of this Form 10-K we have raised capital through (i)
private placements of common stock aggregating $29,900, and (ii) non interest
bearing demand loan  from our President (who is also our controlling
stockholder), in the amount of $46,066 which includes certain expenses paid by
him directly.  As mentioned above, even with the additional future
advances from our director we will have to seek more funds in order to eliminate
our working capital deficit.






-17-







As of
October 31, 2008 our total assets were $2,256 and our total liabilities were
$62,419 including $46,066 to our President.





Our
capital commitments for the next twelve months consist of administrative
expenses together with expenses associated with the completion of our planned
exploration program are estimated as follows:





Expenses
            Amount
            DescriptionAccounting
            $   3,500
            Fees to
      the independent accountant for preparing the quarterly for January 31,
      April 30 and July 31, 2009 and annual working papers for the financial
      statements for the calendar year ended October 31,
2009.Audit
            4,000
            Review
      of the quarterly financial statements for January 31, April 30 and July
      31, 2009 and audit of the annual financial statements for the year ended
      October 31, 2009.Bank
      charges
            456
            The TD
      Canada Trust charges a flat fee of CDN$40 per month.Edgarzing
      fees
            625
            Filing
      various Form 10-QSBs and 10-KSB with the SECExploration
            17,500
            Per
      MacDonald reportFiling
      fees
            225
            Annual
      fee to the Secretary of State for NevadaOffice
            500
            Photocopying,
      delivery and fax expensesRent
            4,092
            At $341
      per month is paid for the use of an office space used by our
      President.Telephone
            2,400
            Estimated
      monthly charge of $200Transfer
      agent’s fees
            1,000
            Annual
      fee of $500 and estimated miscellaneous charges of $500Estimated
      expenses
            $
      34,298





Since our
initial share issuances, the Company has been unable to raise cash from any
source other than loan advances from our President and controlling
stockholder.  Our total requirements for cash over the next twelve
months is summarized below:





Cash
      requirements over the next twelve months as determined
    above
            $   34,298Add:  Accounts
      payable to third parties
            16,35350,651Deduct:                      Cash
      on hand as at October 31, 2008
            (2,256)Estimated cash requirements for
      the next twelve months
            $   48,395





We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the Alice
Claim through joint venture arrangement or even the sale of part of the Alice
Claim.  Neither of these avenues has been pursued as of the date of
this Form 10-K.




Our
engineer has recommended an exploration program for the Alice
Claim.  However, even if the results of this work suggest further
exploration work is warranted, we do not presently have the requisite funds and
so will be unable to complete anything beyond the exploration work recommended
in the MacDonald Report until we raise more money or find a joint venture
partner to complete the exploration work.  If we cannot find a joint
venture partner and do not raise more money, we will be unable to complete any
work beyond the exploration program recommended by our engineer.  If
we are unable to finance additional exploration activities, we do not know what
we will do and we do not have any plans to do anything else.






-18-






We do not
intend to hire any employees at this time.  All of the work on the
Alice Claim will be conducted by unaffiliated independent contractors that we
will hire. The independent contractors will be responsible for supervision,
surveying, exploration, and excavation.  We may engage a geologist to
assist in evaluating the information derived from the exploration and excavation
including advising us on the economic feasibility of removing any mineralized
material we may discover.




Limited Operating History; Need for
Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on June 28,
2006.  We cannot guarantee we will be successful in our exploration
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.




To become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity or
debt financing to provide the capital required to fully implement our phased
exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.




Results
of Operations – Twelve Months ended October 31, 2008.




For the
period from June 28, 2006 (date of inception) to October 31, 2008, we had a net
loss of $106,063.   This represents a net loss of $0.001 per
share for the period based on a weighted average number of shares outstanding of
88,450,000.   We have not generated any revenue from operations
since inception.  Our loss to date represents various expenses
incurred with organizing the company, undertaking audits, exploration expenses,
paying management fees, general office expenses, consulting and legal fees for
preparation of the Form SB-2, rent and edgarizing charges which can be broken
down as follows:





Expense
            Inception to Oct 31, 2009
            DescriptionAccounting
      and audit
            $18,750
            Preparation of
      working papers for submission to our independent accountants for
      examination and/or of the financial statements.Bank
      charges
            527Consulting
            17,500
            Preparation of
      Form SB-2, offering memorandum and documentation for the forward split of
      the shares on a 25 to 1 basis and increase in authorized share capital to
      600,000,000.Edgarizing
            4,850
            Filing
      of Forms SB-2, 424 (b) (i), Forms 10-Q and 10-K with
SECExploration expenses
            3,944
            Consists of
      purchase of the Alice claims and a geological report in the amount of
      $2,944.Filing
      fees
            1,248
            Certificate of
      Good Standing required by OntarioGovernment to open bank account, Nevada
      State annual fee and amendment to the authorized share capital as
      mentioned above.Income
      taxes
            2,699
            Penalty
      imposed by Ontario Government for not filing the corporate income tax
      within the required time.Incorporation
      costs
            1,084
            Incorporation
      costs incurred for the parent and subsidiary companies.Legal
            8,696
            Legal
      expenses relating to the Form SB-2 and other matters.Management
      Fees
            24,000
            Other
      than $16,000 the balance was paid in cash to our President since
      inception.Office
      and general
            5,880
            General
      office expenses.Rent
            7,747
            The
      directors approved $300 per month payable to B. Gordon Brooke for the use
      of his residence as an office for the Company.Telephone
            2,307
            Monthly
      telephone chargesTransfer
      Agent Fees
            6,831
            Annual
      fees paid to transfer agent and for other services provided by
      them.Total
      expenses
            $  106,063









-19-






Our
Planned Exploration Program




We must
conduct exploration to determine what amounts of minerals exist on the Alice
Claim and if such minerals can be economically extracted and profitably
processed.




Our
planned exploration program is designed to efficiently explore and evaluate our
property.




Our
anticipated exploration costs on the Alice Claim during the later spring of 2009
are approximately $17,500.  This figure represents the anticipated
cost to us of completing work recommended in the MacDonald
Report.  Should the results of this work be sufficiently encouraging
to justify our undertaking additional work, in order to undertake any such
additional exploration work, we will have to raise additional investment capital
as our remaining available capital is fully committed to ongoing administrative
expenses of the Company.  We will have to raise additional funds
within the next twelve months in order to satisfy our ongoing cash requirements
and finance any further work on the Alice Claim.




Balance
Sheet




Total
cash and cash equivalents, as at October 31, 2008 was $2,256.  Our
working capital deficiency as at October 31, 2008 was $60,163.




The
working capital deficiency is due to a lack of cash to offset the amount owed to
both third party creditors, being $16,353 and our President, being
$46,006.




Total
shareholders’ deficiency as at October 31, 2008 is $60,163.  Total
shares outstanding, as at October 31, 2008, was 88,450,000.




Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or  uncertainties that have
had,  or are reasonably likely to have, a material impact on our
business or income, either in the long term of short term, other than as
described  in the ‘Risk Factors’ section noted above.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.






-20-






The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions currently exist which raise substantial doubt upon
the validity of this assumption. The financial statements do not include any
adjustments that might result from the outcome of the uncertainty.




Our intended exploration activities are
dependent upon our ability to obtain third party financing in the form of debt
and equity and ultimately to generate future profitable exploration activity or
income from its investments. As of the date of this Form 10-K we have not
generated revenues, and have experienced negative cash flow from minimal
exploration activities. We may look to secure additional funds through future
debt or equity financings. Such financings may not be available or may not be
available on reasonable terms.





ITEM
7.  FINANCIAL STATEMENTS




The
financial statements of Patterson are included following the signature page to
this Form 10-K.




ITEM
8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




During
the fiscal year ended October 31, 2008 and through the subsequent period to, to
the best of Patterson's knowledge, there have been no disagreements with Madsen
& Associates, CPA's Inc. on any matters of accounting principles or
practices, financial statement disclosure, or audit scope procedures, which
disagreement if not resolved to the satisfaction of Madsen & Associates,
CPA's Inc. would have caused them to make a reference in connection with its
report on the financial statements for the year.







ITEM
8A – CONTROLS AND PROCEDURES




(a)           Evaluation of Disclosure
Controls and Procedures




As
required by Sarbanes-Oxley (“SOX”) Section 404 A, Patterson has considered
certain internal control procedures which are as follows:
 
 Under the
supervision of the Patterson’s Chief Executive Officer and Chief Financial
Officer, Gordon Brooke, Patterson has set up internal control mechanisms to
ensure objectives are achieved.   These internal control
procedures are to ensure and encourage efficiency, compliance with laws and
regulations, sound information, and seek to eliminate fraud and
abuse.
   -21-
  
 Such
internal control procedures assist in placing reliability on financial reporting
and the preparation of Patterson’s financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.
 
 Basically
internal control procedures are put into place to help Patterson achieve its
goals or to assist in reducing the risks which will stop Patterson from
achieving its goals.   It helps Patterson manage the risk of
success and reduce abuses which will stop Patterson from achieving its
goals.    Control procedures are at all levels of
Patterson’s management in order to ensure risk is reduced.   This
is done through the system of approvals, authorizations, verification,
reconciliation, securing Patterson’s assets and having segregation of
duties.
 
 As at
October 31, 2008, the management of Patterson assessed the effectiveness of
Patterson’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control – Integrated Framework issued by the Committee Sponsoring Organizations
of the Treadway Commission (“COSO) and SEC guidance on conducting such
assessments.   Management concluded, during the year ended
October 31, 2008, internal control procedures were not effective to detect the
inappropriate application of US GAAP rules.   Management realized
there were deficiencies in the design of operations of the Patterson’s internal
control that adversely affected Patterson’s internal controls which management
considers to be material weaknesses.
 
 Management
has determined from its review of internal control procedures as they relate to
COSO and the SEC that the following weaknesses have been
identified:
 
 ●           With
the registration of David Moore, Patterson has only one director who is also
serving as all the officers of Patterson.   Therefore, there is
no segregation of duties nor any other director or officer to check on the
transactions initiated by Gordon Brooke.   This does not adhere
to good internal control procedures.
 
 ●           At
this period in the development of Patterson it does not have a procedure manual
detailing responsibilities and good internal control
procedures.   This does not meet the requirements of the SEC or
good internal control procedures.
 
 ●           There
are no effective controls instituted over financial statement disclosure and the
reporting processes.
 
 Management
feels the weaknesses identified above have not had any affect on the financial
results of Patterson.   Management will have to address the lack
of a second director within the immediate future.
 
 Patterson
and management will endeavor to correct the above noted weaknesses in internal
control once it has adequate funds to do so.   By appointing
another director, who will also serve on the Audit Committee, will greatly
improve the overall performance of Patterson.  By having a written
policy manual outlining the duties of each of the officers and staff of
Patterson will facilitate better internal control procedures.
 
 Management
will continue to monitor and evaluate the effectiveness of Patterson’s internal
controls and procedures and its internal control over financial reporting on an
ongoing basis and are committed to taking further action and implementing
enhancements or improvements, as necessary and as funds allow.
   
 -22-
 
 
 (b)           Changes in Internal
Controls





There
were no significant changes in Patterson’s internal controls or in other factors
that could significantly affect Patterson’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.





PART
111




ITEM
9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT




Our
Director serves until his successor is elected and qualified. Our officers is
elected by the Board of Directors, when David Moore was a director, to a term of
one (1) year and serves until his successor is duly elected and qualified, or
until he is removed from office. The Board of Directors comprises one person;
our president – Gordon Brooke.




The name,
address, age and position of our officer and director is set forth
below:




Name
      andAddress
            Position(s)
            AgeB.
      Gordon Brooke
              115
      Angelene Street,
              Mississauga,
      Ontario,Canada,
      L5G 1X1
            Chief
      ExecutiveOfficer,
      President, Chief Financial Officer,
              Secretary
      Directors and Director (1)
            63





(1)
            B.
      Gordon Brooke was appointed a director on June 28, 2006 and President and
      Principal Executive Officer on July 7, 2006.  On June 30, 2008 he was
      appointed Chief Financial Officer, Chief Accounting Officer and Secretary
      Treasurer to fill the vacancy left with the resignation of David
      Moore.




Background of B. Gordon
Brooke




B. GORDON
BROOKE our President,Chief Executive Officerand a Director of the Company is qualified as aChartered Accountant with
over 40 years of experience.  He has not practiced as a Chartered
Accountant since leaving Deloitte Haskins & Sells in 1972, preferring to
function as an independent financial consultant.  In that capacity Mr.
Brooke has held a variety of positions from assistant to the CFO of
multi-national companies (where his duties included  preparation of
monthly and annual financial reporting packages for all subsidiaries including
corporate tax returns, preparation of all required audit working papers and
complete audit files for all subsidiaries, responsibilities for internal control
systems for all operating subsidiaries) to developing business and financial
plans, providing financial statement preparation, tax filings and general
accounting services to a wide range of business including investment companies,
manufacturing companies and steel fabricators.  Since 2001 Mr. Brooke
has confined his practice to providing financial consulting services to Snack
Crafters Inc., a Toronto, Ontario based manufacturer of cereal bars, baked goods
and other ‘snack foods’  sold to a number of major Canadian
retailers.  His responsibilities include preparation of business
plans, servicing as an interim accountant providing accounting services,
preparation of financial statements on a non-audit basis, corporate tax returns
and assisting the company in its reorganization and
restructuring.  Mr. Brooke serves as Chief Financial Officer, Chief
Accounting Officer and a director of Standard Capital Corporation (“Standard”),
a company also involved in the mineral exploration business.  Mr.
Brooke became a director of Standard, as well as its Chief Accounting Officer,
on February 20, 2004.  He was appointed Standard’s Chief Financial
Officer on June 25, 2005.  See “Conflict of Interest” page
24.






-23-







Our
President and sole director does not work full time for our
company.  B. Gordon Brooke spends approximately 24 hours a month on
administrative and accounting matters.  With recent work on the
private placement of our common stock,  this Registration Statement,
preparation of documentation for our listing on the OTCBB, coordinating the
increase in the authorized share capital and forward split of our
shares.





Board
of Directors Audit Committee




Below is
a description of the Audit Committee of the Board of Directors.  The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.





Our audit
committee is comprised of only B. Gordon Brooke our President and Chairman of
the audit committee with the resignation and subsequent death of David
Moore.  By virtue of his designation as a Chartered Accountant, as
well as his extensive work experience as a financial consultant, Mr. Brooke can
be considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-B.





Apart
from the Audit Committee, the Company has no other Board committees but with the
appointment of new directors in the future the Company hopes to adhere to the
requirements of Committees.





Conflicts
of Interest





Apart
from B. Gordon Brooke, who is a director and officer of Standard Capital
Corporation, a company involved in the mineral exploration business and
registered under the Securities and Exchange Act of 1934, none of our officers
and directors is a director or officer of any other company involved in the
mining industry.  However there can be no assurance such involvement
will not occur in the future.  Such present and potential future,
involvement could create a conflict of interest.





To ensure
that potential conflicts of interest are avoided or declared to Patterson Brooke
and its shareholders and to comply with the requirements of the Sarbanes Oxley
Act of 2002, the Board of Directors adopted, on October 31, 2006, a Code of
Business Conduct and Ethics. Patterson Brooke’s Code of Business Conduct and
Ethics embodies our commitment to such ethical principles and sets forth the
responsibilities of Patterson Brooke and its officers and directors to its
shareholders, employees, customers, lenders and other stakeholders. Our Code of
Business Conduct and Ethics addresses general business ethical principles and
other relevant issues.





Significant
Employees





We have
no paid employees as such.  Gordon Brooke fulfill many functions that
would otherwise require Patterson Brooke to hire employees or outside
consultants.





We will
have to engage the services of certain consultants to assist in the exploration
of the Alice Claim.  In particular we will engage a professional
geologist on a consulting basis, together with any assistant(s) such geologist
will responsible for hiring and supervising, to conduct our planned exploration
work for the Alice Claim.  These individuals will be responsible for
the completion of the geological work on our claim and, therefore, will be an
integral part of our operations although they will not be considered employees
either on a full time or part time basis.  This is because our
exploration programs will not last more than a few weeks and once completed
these individuals will no longer be required.  We have not identified
any individual who would work as a consultant for us.








-24-







Family
Relationships





Our
President and our former Chief Financial Officer and Secretary Treasurer were
unrelated.





Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, our director or executive
officer:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which he was a general partner at or within two years before the time of
      such filings;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;


(ii)  engaging in any type of
business practice; or


(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;





(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.





(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.





Compliance
      with Section 16 (a) of the Exchange
Act





Patterson
knows of no director, officer, beneficial owner of more than ten percent of any
class of equity securities of Patterson registered pursuant to Section 12
(“Reporting Person”) that failed to file any reports required to be furnished
pursuant to Section 16(a).  Other than those disclosed below,
Patterson knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.






-25-







As at
October 31, 2008, B. Gordon Brooke has not filed any reports required pursuant
to Section 16 (a).








ITEM
10.  EXECUTIVE COMPENSATION




Cash
Compensation





Executive
compensation paid since inception to and including October 1, 2008 is set forth
in the following summary:





Summary
Compensation Table


Long Term
Compensation


Annual
CompensationAwards                                  
Payouts


(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
      and
              Principal Position
            Year
            Salary
            Other
              annual
              Comp.
              ($)
            Restricted
              stock
              awards
              ($)
            Options/
              SAR
              (#)
            LTIP
              payouts
              ($)
            All
      other
              compen-
              sation
              ($)B.
      Gordon Brooke
              Principal
      Executive
              Officer,
      President
              and
      Director
            2006
              2007
              2008
            $2,000
              $6,000
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-David
      Moore
              Former
      Principal Financial Officer, Secretary Treasurerand
      Director
            2006
              2007
              2008
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-




Compensation
of Directors and Officers




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.





Our
President has received monthly, commencing November 1, 2006, the sum of $1,300
made up of a management fee of $1,000 and, a rent allowance of $ 300 (for
providing an office for the Company).  However, because our Company
has limited working capital, by an agreement between the Company and our
President dated March 22, 2007, Mr. Brooke agreed to the suspension of the
payment of his monthly management fee after June
2007.   Thereafter Mr. Brooke will not be paid his management
fee, including any arrears of the fees that may have accumulated while payment
thereof was suspended, unless and until the Principal Financial Officer of the
Company determines the Company has sufficient cash to defray all of the
Company’s other budgeted expenses for a period of at least six months from the
date of such determination.  For accounting purpose the Company has
given recognition to a management fee for the year inclusive by charging
expenses and crediting Capital in Excess of Par Value for $1,000 per month
resulting in a total charge for the period being $12,000.








-26-





There are
currently no other directors or officers.




Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Other
Compensation





None





Termination
of Employment





There are
no compensatory plans or arrangements, including payments to be received from
Patterson, with respect to any person named in Cash Consideration set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Patterson or its subsidiaries, or any change in control of Patterson, or a
change in the person’s responsibilities following a change in control of
Patterson.





Indemnification





Nevada
Revised Statutes 78.037 provides that Articles of Incorporation can contain
provisions which eliminate or limit the personal liability of our officers and
directors and even stockholders for damages for breach of fiduciary duty, but a
corporation cannot eliminate or limit a director’s or officer’s liability for
acts or failure to act which are based on intentional misconduct, fraud, or a
willful violation of law.  Our Articles of Incorporation provides that
a director or officer is not personally liable to us or our shareholders for
damages for any breach of fiduciary duty as a director or officer, except for
liability for (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or (ii) the payment of distribution in violation
of Nevada Revised Statures, 78.300.





Additionally,
our By-laws provide that we will indemnify our officers and directors to the
fullest extent permitted by the Nevada Revised Statutes, provided the officer or
director acts in good faith and in a manner which he or she reasonably believes
to be in or not opposed to Patterson Brooke’s best interest, and with respect to
any criminal matter, had no reasonable cause to believe that his or her conduct
was unlawful.   Our By-laws also provide that, to the fullest
extent permitted by Section 78.751 of the Nevada Revised Statutes, we will pay
the expenses of our officers and directors incurred in defending a civil or
criminal action, suit or proceeding, as they are incurred and in advance of the
final disposition of the matter, upon receipt of an undertaking acceptable to
the Board of Directors for the repayment of such advances if it is ultimately
determined by a court of competent jurisdiction that the officer or director is
not entitled to be indemnified.








-27-





Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934 or the Rules and Regulations of the
Securities and Exchange Commission thereunder may be permitted under said
indemnification provisions of the law, or otherwise, Patterson Brooke has been
advised that, in the opinion of the Securities and Exchange Commission, any such
indemnification is against public policy and is, therefore,
unenforceable.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
following table sets forth, as at October 31, 2008, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.




Title
      orClass
            Name
      and Address ofBeneficial Owner (1)
            Amount
      ofBeneficialOwnership
      (2)
            Percent
      ofClassCommon
              Stock
            B.
      Gordon Brooke
              115
      Argelene Street
              Mississauga,
      Ontario, Canada, L5G 1X1
            75,000,000
            84.79%





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.





(2)
            Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.




Future
Sales by Existing Shareholders




As of
October 31, 2008, there are a total of 88,450,000 shares of our common stock
issued and outstanding. Under the effective Form SB-2, Patterson qualified for
trading 20,950,000 restricted shares, being 23.68 % of our issued shares leaving
67,500,000 shares being 76.32% of our shares, as ‘restricted shares’ under Rule
144 are held by B. Gordon Brooke.




Under
Rule 144, restricted shares can be publicly sold, subject to volume restrictions
and restrictions on the manner of sale, commencing one year after their
acquisition.




Patterson
Brooke does not have any securities that are convertible into common
stock.




Description
of Securities





Our
authorized capital consists of 600,000,000 shares of common stock, par value
$0.001 per share, of which 88,450,000 shares are presently issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Director; are entitled to share ratably in all of our assets available
for distribution upon winding up of the affairs our Company; and are entitled to
one non-cumulative vote per share on all matters on which shareholders may vote
at all Meetings of the shareholders.








-28-





The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.




Non-Cumulative
Voting.





The
holders of our shares of common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of Directors, can elect all of the Directors to be elected, if
they so choose.   In such event, the holders of the remaining
shares will not be able to elect any of our Directors.





Dividend
Policy





As of the
date of this prospectus we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends will be at
the discretion of our Director and will depend on our earnings, if any, capital
requirements and financial position, general economic conditions and other
pertinent conditions.  It is our present intention not to pay any cash
dividends in the near future.





Transfer
Agent





We have
engaged the services of Empire Stock Transfer Inc., 2470 St. Rose Parkway, Suite
304, Henderson, Nevada, USA, 89075, to act as transfer and
registrar.




Holders




Including
its two officers and directors, Patterson Brooke has 45 shareholders as at the
date of this Form 10-K.





CERTAIN
TRANSACTIONS




There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:




On
October 17, 2006 Patterson Brooke issued to (i) our President, Principal
Executive Officer and Director, B. Gordon Brooke, 2,000,000 shares at the price
of $0.001 per share for total consideration of $2,000; and (ii) our Principal
Financial Officer, Secretary-Treasurer and a director, David
Moore,  1,000,000 shares at the price of $0.001 per share for total
consideration of $1,000..





The
shares issued to Messrs. Brooke and Moore were in consideration of their
agreeing to take the initiative in developing and implementing the business plan
of the Company, including, among other things, providing the initial seed
capital to allow the Company to engage a professional geologist to assist in
identifying a mineral prospect considered worthy of exploration, identifying
investors and arranging for the initial private placement to enable the Company
to implement its business plan.





With the
resignation and subsequent death of David Moore, Gordon Brooke acquired the
shares originally purchased by David Moore.




As at
October 31, 2006, B. Gordon Brooke had received no money from the
Company.  Starting November 1st, 2006
Mr. Brooke began receiving a monthly management fee of $1,000 plus $300 monthly
for providing office space for the Company.  The management fee
payments were terminated as at the end of June 2007.






-29-










ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Patterson and during its current fiscal period,
or any currently proposed transactions, or series of similar transactions, to
which Patterson was or is to be a party, in which the amount involved exceeds
$60,000, and in which any director or executive officer, or any security holder
who is known by Patterson to own of record or beneficially more than 5% of any
class of Patterson’s common stock, or any member of the immediate family of any
of the foregoing persons, has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since the
beginning of Patterson’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which Patterson was or is to
be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to Patterson
to own of record or beneficially more than 5% of the common shares of
Patterson’s capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.





Transactions
with Promoters





Patterson
does not have promoters and has no transactions with any promoters.








-30-










PART
IV




ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K




(a)  (1)                         Financial
Statements.





The
following financial statements are included in this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            34Balance
      Sheet as at October 31, 2008 and 2007
            35Statement
      of Operations for the years ended October 31, 2008 and 2007 and for the
      period from June 28, 2006 (Date of Inception) to October 31,
      2008
            36Statement
      in Changes in Stockholders’ Equity for the period from June 28, 2006 (Date
      of Inception) to October 31, 2008
            37Statement
      of Cash Flows for the years ended October 31, 2008 and 2007 and for the
      period from June 28, 2006 (Date of Inception) to October 31,
      2008
            38Notes
      to the Financial Statements
            39





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:





None.





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





1.1
            
            Certificate
      of Incorporation (incorporated by reference from Patterson’s Registration
      Statement on Form SB-2 filed on January 4, 2007, Registration No.
      333-1397971.2
            
            Articles
      of Incorporation (incorporated by reference from Patterson’s Registration
      Statement on Form SB-2 filed on January 4, 2007; Registration No.
      333-1397971.3
            
            By-laws
      (incorporated by reference from Patterson’s Registration Statement on Form
      SB-2 filed on January 4, 2007; Registration No.
  333-1397974
            
            Stock
      Specimen Certificate (incorporated by reference from Patterson’s
      Registration Statement on Form SB-2 filed on January 4, 2007;Registration
      No. 333-1397971.10
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Patterson’s
      Registration Statement on Form SB-2 filed on January 4, 2007;Registration
      No. 333-139797








-31-




(b)           Reports
on Form 8-K





Resignation of David Moore filed on
July 1, 2008.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





(1)           Audit
Fees





The
aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Patterson’s annual financial
statements and the review included in Patterson’s Form 10-Q and services that
are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were
$8,000.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Patterson’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was NIL.





(4)           All Other
Fees





During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Patterson to make any pre-approval policies
meaningful.  Once Patterson has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit hours
incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Patterson’s internal accountant.








-32-











SIGNATURES








In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





PATTERSON
BROOKE RESOURCES, INC.


(Registrant)





By:     B.
GORDON BROOKE


B. Gordon
Brooke


Chief
Executive Officer,


President
and Director





December
30, 2008





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in capacities and on the dates
indicated.





By:     B.
GORDON BROOKE


B. Gordon
Brooke


Chief
Executive Officer,


President
and Director





December
30, 2008











-33-











MADSEN & ASSOCIATES, CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants Board
            Murray,
      Utah, 84107Telephone:
      801-268-2632Fax:
      801-262-3978





Board of
Directors


Patterson
Brooke Resources Inc.


Mississauga,
Ontario, Canada





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheets of Patterson Brooke Resources Inc.
(pre-exploration stage company) at October 31, 2008 and 2007, and the statement
of operations, stockholders' equity, and cash flows for the years ended October
31, 2008 and 2007 and for the period June 28, 2006 (date of inception) to
October 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Patterson Brooke Resources Inc.
October 31, 2008 and 2007, and the results of operations, and cash flows for the
years ended October 31, 2008 and 2007 and the period June 28, 2006 (date of
inception) to October 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Murray,
Utah                                                                           /s/  “Madsen &
Associates, CPA’s Inc.”


December
5, 2008











-34-

















PATTERSON
BROOKE RESOURCES INC.


(A
Pre-exploration Stage Company)


Balance
      Sheets








October
      31,2008
            October
      31, 2007ASSETSCURRENT
      ASSETSCash
            $    2,256
            $     2,864Total Current
    Assets
            $    2,256
            $     2,864LIABILITIES
      AND SHAREHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable and accrued
      liabilities
            $  16,353
            $   12,767Indebtedness to related parties
      (Note 4)
            46,066
            21,617Total current
      liabilities
            62,419
            34,384SHAREHOLDERS’
      (DEFICIENCY) EQUITY600,000,000 common shares
      authorized, at $0.001 par value
              88,450,000 shares issued and
      outstanding
            88,450
            88,450Capital in excess of par
      value
            (42,550)
            (54,550)Deficit accumulated during the
      pre-exploration stage
            (106,063)
            (65,420)Total Shareholders’ (Deficiency)
      Equity
            (60,163)
            (31,520)$   2,256
            $  2,864










The
accompanying notes are an integral part of these financial
statements.











-35-













PATTERSON
BROOKE RESOURCES INC.


(A
Pre-exploration Stage Company)


Statement
      of Operations


For
the years ended October 31, 2008 and 2007 and for the period from June 28, 2006
(date of inception) to October 31, 2008





October
      31,2008
            October
      31,2007
            June
      23, 2006to Oct. 31, 2008REVENUES
            $  -
            $   -
            $  -EXPENSESExploration
      costs
            -
            -
            3,944Administrative
            40,643
            55,781
            102,119NET
      LOSS FROM OPERATIONS
            $  (40,643)
            $  (55,781)
            $  (106,063)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $      (0.00)
            $      (0.00)AVERAGE
      OUTSTANDING SHARESBasic
            88,450,000
            88,450,000










The
accompanying notes are an integral part of these financial
statements.











-36-











PATTERSON
BROOKE RESOURCES INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIENCY


Period June
28, 2006 (date of inception) to October 31, 2008





Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance
      June 28, 2006 (date of  inception)
            -
            $             -
            $             -
            $                -Issuance
      of common shares for cash  – October 17, 2006
            75,000,000
            75,000
            (72,000)
            -Issuance
      of common shares for cash – October 31, 2006
            13,450,000
            13,450
            13,450
            -Net
      operating loss for the period ended October 31, 2006
            -
            -
            -
            (9,639)Capital
      contributions - expenses
            -
            -
            4,000
            -Net
      operating loss for the period ended October 31, 2007
            -
            -
            -
            (55,781)Capital
      contributions - expenses
            -
            -
            12,000
            -Net
      operating loss for the period ended October 31, 2008
            -
            -
            -
            (40,643)Balance,
      October 31, 2008
            88,450,000
            $  88,450
            $
      (42,550)
            $  (106,063)











The
accompanying notes are an integral part of these financial
statements








-37-











PATTERSON
BROOKE RESOURCES INC.


(A
Pre-exploration Stage Company)


Statement of Cash
Flows


For
the years ended October 31, 2008 and 2007 and for the period from June 28, 2006
(date of inception) to October 31, 2008








October
      31,2008
            October
      31,2007
            June
      28, 2006
              (date
      of inception)
              to
      October31,008CASH
      FLOWS FROMOPERATING
      ACTIVITIES:Net
      loss
            $  (40,643)
            $
      (55,781)
            $
      (106,063)Adjustments
      to reconcile net loss tonet
      cash provided byoperating
      activities:Capital
      contributions - expenses
            12,000
            4,000
            16,000Changes
      in accounts payable
            3,586
            4,987
            16,353Net
      Cash  Provided (Used) in Operations
            (25,057)
            (46,794)
            (73,710)CASH
      FLOWS FROMINVESTING
      ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCINGACTIVITIESProceeds from loan from
      relatedparty
            24,449
            19,759
            46,066Proceeds from issuance ofcommon
      stock
            -
            -
            29,900Cash
      flows from financing activities
            24,449
            19,759
            75,966Net
      (Decrease) Increase in Cash
            (608)
            (27,035)
            2,256Cash
      at Beginning of Year
            2,864
            29,899
            -CASH
      AT END OF YEAR
            $     2,256
            $      2,864
            $     2,256










The
accompanying notes are an integral part of these financial
statements.







-38-










PATTERSON
BROOKE RESOURCES INC.


(Pre-Exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008


1.           ORGANIZATION





The
Company was incorporated under the laws of the State of Nevada on June 28, 2006
with the authorized common stock of 200,000,000 shares at $0.001 par
value.  On February 14, 2008, the shareholders approved the increase
of the authorized share capital from 200,000,000 shares at $0.001 par value to
600,000,000 shares at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore is considered to be in the
pre-exploration stage (see note 3).





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Income
Taxes





The
      Company utilizes the liability method of accounting for income
      taxes.  Under the liability method deferred tax assets and
      liabilities are determined based on differences between financial
      reporting and the tax bases of the assets and liabilities and are measured
      using the enacted tax rates and laws that will be in effect, when the
      differences are expected to be reversed.   An allowance
      against deferred tax assets is recorded, when it is more likely than not,
      that such tax benefits will not be
realized.





On
October 31, 2008, the Company had a net operating loss carry forward of
$106,063.  The tax benefit of approximately $31,800 from the loss
carry forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the Company has no
operations.  The loss carry forward will expire starting in 2027
through 2029.





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of any common share rights unless
      the exercise becomes antidilutive and then only the basic per share
      amounts are shown in the report.








-39-






PATTERSON
BROOKE RESOURCES INC.


(Pre-Exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008





2.
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES - Continued





Unproven Mineral Claim
Costs





Costs of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Revenue
      Recognition





Revenue
is recognized on the sale and transfer of goods or completion of
service.





Advertising and Market
Development





The
company expenses advertising and market development costs as
incurred.





Financial and
      Concentrations Risk





The
Company does not have any concentration or related financial credit
risk.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore an estimate of any future cost cannot
      be made.





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles accepted in the United States of
America.  Those estimates and assumptions affect the reported amounts
of the assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.   Actual
results could vary from the estimates that were assumed in preparing these
financial statements.





Financial
Instruments





The carrying amounts of financial
instruments, including cash and accounts payable, areconsidered by management to
be their estimated fair value due to their short termmaturities.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent account pronouncements
will have a material impact of its financial statements.











-40-














PATTERSON
BROOKE RESOURCES INC.


(Pre-Exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008





3.           ACQUISITION
OF MINING CLAIMS





The
      Company acquired one 4 unit metric claim known as the Alice claim located
      70 miles east of Yellowknife, North West Territories.  The claim
      is located on the east side of Sunset Lake, a widened part of the Beaulieu
      River and comprises approximately 200 acres.  The claim expiry
      date is May 24, 2009 but the Company has a grace period of 90 days in
      which to either pay cash in lieu of doing assessment work or actually do
      the work on the claim.   The amount to be incurred is $357
      which will maintain the claim in good standing for a further
      year.





The
      claim has a 1% net smelter royalty associated with it payable to the
      vendor of the claim which will only be a factor when and if the claim is
      ever put into commercial
production.





The
      claim has not been proven to have commercially recoverable reserves and
      therefore the acquisition and exploration costs have been
      expensed.





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES





As at
October 31, 2008, officers-directors had acquired 85% of the common capital
stock issued, and have made no interest, demand loans of $46,066 and have made
contributions to capital of $16,000 in the form of expenses paid for the
Company.





5.
            CAPITAL
      STOCK





The
      Company has completed one Regulation S offering of 75,000,000 post split
      shares of its capital stock for a total consideration of
      $3,000.  In addition, the Company has completed an Offering
      Memorandum whereby 13,450,000 post split common shares were subscribed for
      $26,900.





On
January 16, 2008, the shareholders of the Company approved a 25 to 1 forward
stock split which became effective on February 14, 2008, resulting in an
increase of the outstanding shares of common stock from 3,538,000 to
88,450,000.  The 88,450,000 post split common shares are shown as
split from the date of inception.





6.
            GOING
      CONCERN





The
      Company will need additional working capital to service its debt and to
      develop the mineral claims acquired, which raises substantial doubt about
      its ability to continue as a going concern.   Continuation
      of the Company as a going concern is dependent upon obtaining additional
      working capital and the management of the Company has developed a
      strategy, which it believes will accomplish this objective through
      additional equity funding, and long term financing, which will enable the
      Company to operate for the coming
year.











-41-