**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





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


For
                the
                fiscal year ended October 31, 2007





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


For
                the
                transaction period from toCommission
                File
                Number333-139797





**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.)





Unit
                21
                - 2386 Haines Road
              Mississauga,
                Ontario, Canada,
            L4Y
                1Y6(Address
                of
                principal executive offices)
            (Zip
                Code)





Issuer’s
                telephone number1-416-819-3795





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-KSB
      or any amendment to this Form 10-KSB. [ ]





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





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 December 31, 2007, 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 31, 2007, Patterson has 3,538,000 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
            17ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES HOLDERS
            17PART
                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
            22ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            22ITEM
                8A
            CONTROLS
                AND PROCEDURES
            22PART
                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 # 21 -
      2386 Haines Road, Mississauga, Ontario, Canada, L4Y 1Y6 .
      Our
      telephone number is (416) 819-3795 and our fax number is (905) 272-9317.




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 $21,934.




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-KSB and Form 10-QSB.





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 10K-SB, you should consider many important
      factors in determining whether to purchase the shares being offered. 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 $20,000 in addition to paying $1,617 in
      invoices paid to Patterson. He has agreed to advance a further $20,000 when
      Patterson requires it. 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. Even if our President advances a further
      $20,000 and with the suspension of his monthly management fee, we expect our
      cash resources to satisfy our needs to only to December 31, 2007. 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, 2007, the date of this Form 10K-SB is $65,420. 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.






-5-




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.




***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 silver ****** mineralization ****** we
      cannot
      guarantee that any gold and/or silver mineralization ****** will
      be
      of sufficient quantity so as to warrant recovery. Additionally, even if we
      find
      gold and/or silver mineralization ****** in
      sufficient quantity to warrant recovery, we cannot guarantee that the ore will
      be recoverable. Finally, even if any gold and/or silver ****** mineralization ****** is
      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 officers and directors do 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 officers and directors are 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 officers and directors have 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. Their 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 officers
      and
      directors have no direct training or experience in managing and fulfilling
      the
      regulatory reporting obligations of a ‘public company’ like Patterson Brooke.
      Unless our two part time officers are 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.




***If
      we don't raise additional capital for on going exploration work, we will have
      to
      delay such exploration or go out of business.***




We
      estimate that, with $40,000 in loan capital (non interest bearing, payable
      on
      demand) agreed to be advanced by our President (of which $20,000 has been
      advanced to date with the balance due when Patterson requires it) combined
      with
      cash raised from share issuances, we will have sufficient cash to continue
      operations for the remainder of 2007. Early in the new year of 2008, we will
      need to raise additional capital to satisfy our cash requirements for general
      operating expenses. In order to undertake additional exploration activity we
      will likewise have to raise additional capital.






-6-




***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:




●
            
            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 officers and directors have other outside business activities and may not
      be
      in a position to devote a majority of their 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. Our Chief Financial Officer and Secretary-Treasurer
      will
      be devoting only approximately 10% of his time, or 16 hours per month to our
      operations. 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 officers and directors have other outside business activities and
      may not be in a position to devote a majority of their 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.






-7-




***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, including 2008.
      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.




***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.






-8-






***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.




**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
      directors and officers currently own 3,000,000 shares of common stock
      representing approximately 84.8% of our outstanding shares. Under the effective
      Form SB-2 the directors and officers registered and had qualified for resale
      300,000 of their shares. Assuming that such directors and officers sell their
      300,000 shares, they will still own 2,700,000 shares of common stock
      representing approximately 76.3% of our outstanding shares. As a result, they
      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.





***To
      date there has been no market for our shares even though the shares of Patterson
      are quoted on the OTC Bulletin Board and when, and if, a market does develop
      our
      shares may be thinly traded, with wide share price fluctuations, low share
      prices and minimal liquidity.***





To
      date
      there has been no market for our shares and when a market does develop for
      our
      shares, the share price may be volatile with wide fluctuations in response
      to
      several factors, including:





●
            
            Potential
                investors’ anticipated feeling regarding our results of
                operations;●
            
            Increased
                competition and/or variations in mineral prices;●
            
            Our
                ability or inability to generate future revenues; and●
            
            Market
                perception of the future of the mineral exploration
                industry.





Our
      share
      price may be impacted by factors that are unrelated or disproportionate to
      our
      operating performance. Our share price might be affected by general economic,
      political and market conditions, such as recessions, interest rates or
      international currency fluctuations. In addition, stocks traded over the OTC
      Bulletin Board quotation system are usually thinly traded, highly volatile
      and
      not followed by analysts. These factors, which are not under our control, may
      have a material effect on our share price.






-9-




***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 $0.95 being approximately equal to
      Cdn
      $1.00 or Cdn. $0.95 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.




**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 Unit 21
      -
      2386 Haines Road, Mississauga, Ontario, Canada, L4Y 1Y6. Our telephone number
      is
      (416) 819-3795 and our fax number is (905-272-9317)


.


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.






-10-





**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.





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
      December 31, 2007.





However,
      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.





Should
      our President fail to advance the additional $20,000 in loan capital and/or
      we
      do not suspend payment of his monthly management fee of $1,000 from and after
      June 2007, we will not have sufficient funds to satisfy our cash requirements
      for the balance of 2007and might have to go out of business. Furthermore, if
      our
      President were to exercise his right to demand repayment of his loan we would
      have no funds to satisfy our cash requirements and would have to go out of
      business.




**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.






-11-





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 $727 ($800 CDN) on the Alice Claim
      before May 24, 2008, or (ii) in lieu of undertaking exploration work we may
      pay
      cash of approximately $727 ($800 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.





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.






-12-




**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.





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 10 th ,
      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.







-13-




**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. Accordingly our planned work cannot be
      undertaken until the late spring of 2008.




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.






-14-






**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.





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.






-15-





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.




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.






-16-




**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
      2008.




**Employees
      and Employment Agreements**




At
      present, we have no full-time employees. Our officers and directors will each
      devote time to our operation. Our officers and directors do 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 officers and directors. Our officers and directors will handle
      our administrative duties but because of their inexperience with exploration,
      they 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.




**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 prospectus 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.






-17-




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. Apart from the remaining loan advances totaling
      $20,000 due from our President (who is also our controlling stockholder) in
      the
      early part of 2008, and our President’s agreement to the suspension of his
      monthly management fee of $1,000 after June 2007, our only other source of
      cash
      at this time is investment by others in the Company.





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 management that the most meaningful financial
      information relates primarily to current liquidity and solvency. As at October
      31, 2007, we had working capital deficit of $31,520 which includes $21,617
      owed
      to our President. Even with the additional advance of $20,000 from our President
      our working capital will still be in a deficit position. We will have to search
      for other sources of cash in order to eliminate the working capital deficit
      situation. The directors have not yet address this situation but will have
      to do
      so early in 2008.





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-KSB 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 $20,000 and by our President personally paying
      some of the expenses of the company in the amount of $1,617. As mentioned above,
      even with the additional $20,000 advancement from our President we will still
      be
      in a working capital deficit.





As
      of
      October 31, 2007 our total assets were $2,864 and our total liabilities were
      $34,293 including $21,617 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:








-18-





Expenses
            Amount
            DescriptionAccounting
            $
                3,750
            Fees
                to
                the independent accountant for preparing the quarterly for January
                31,
                April 30 and July 31, 2008 and annual working papers for the financial
                statements for the calendar year ended October 31,
                2008.Audit
            4,000
            Review
                of the quarterly financial statements for January 31, April 30 and
                July
                31, 2008 and audit of the annual financial statements for the year
                ended
                October 31, 2008.Bank
                charges
            456
            The
                TD
                Canada Trust charges a flat fee of CDN$40 per month.Edgarzing
                fees
            1,000
            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
            3,600
            At
                $300
                per month is paid for the use of a office space used by our
                President.Transfer
                agent’s fees
            1,000
            Annual
                fee of $500 and estimated miscellaneous charges of $500Estimated
                expenses
            $32,031





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
            $
                32,031Add:
                Accounts payable to third parties
            12,76744,798Deduct:Cash
                on hand as at October 31, 2007
            (2,864)Advances
                from President in early 2008
            (20,000)Estimated
                cash requirements for the next twelve months
            $21,934





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
      prospectus.




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.




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.






-19-




**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, 2007.**




For
      the
      period from June 28, 2006 (date of inception) to October 31, 2007, we had a
      net
      loss of $65,420. This represents a net loss of $0.02 per share for the period
      based on a weighted average number of shares outstanding of 3,538,000. 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, 2007
            DescriptionAccounting
                and audit
            $11,250
            Preparation
                of
                working papers ($2,000) for submission to our independent accountants
                for
                examination and/or of the financial statements ($3,000)Bank
                charges
            365Consulting
            15,500
            Preparation
                of
                Form SB-2 and offering memorandumEdgarizing
            4,225
            Filing
                of Forms SB-2, 424 (b) (i), Forms 10-QSB and 10-KSB with
                SECExplorationExpenses
            3,944
            Consists
                of
                purchase of the Alice claims and a geological report in the amount
                of
                $2,944.Filing
                fees
            200
            Certificate
                of
                Good Standing required by Ontario Government to open bank
                accountLegal
            6,500
            Legal
                expenses relating to the Form SB-2Incorporation
                costs
            1,084
            Incorporation
                costs incurred for the parent and subsidiary companies.Management
                Fees
            12,000
            Other
                than $4,000 the balance was paid in cash to our President since
                inception.Office
                and general
            3,865
            General
                office expenses.Rent
            3,900
            The
                directors approved $300 per month payable to B. Gordon Brooke for
                the use
                of his residence as an office for the Company.Transfer
                Agent Fees
            2,587
            Annual
                fees paid to transfer agent and for other services provided by
                them.Total
                expenses
            $65,420






-20-




**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
      2008
      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, 2007 was $2,864. Our working
      capital deficiency as at October 31, 2007 was $21,480.




The
      working capital deficiency is due to a lack of cash to offset the amount owed
      to
      both third party creditors, being $12,767 and our President, being
      $21,617.




Total
      shareholders’ deficiency as at October 31, 2007 is $65,420. Total shares
      outstanding, as at October 31, 2007, was 3,538,000.




**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.




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-KSB 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 .






-21-







**ITEM
      7. FINANCIAL STATEMENTS**




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




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




During
      the fiscal year ended October 31, 2007 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





Patterson’s
      Chief Executive Officer and it Chief Financial Officer, after evaluating the
      effectiveness of Patterson’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c) as of the date
      within 90 days of the filing of this annual report on Form 10-KSB (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Patterson’s
      disclosure controls and procedures were adequate and effective to ensure that
      material information relating to it would be made known to it by others,
      particularly during the period in which this annual report on Form 10-KSB was
      being prepared.





(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.








-22-





**PART
      111**




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




Each
      of
      our Directors serves until his successor is elected and qualified. Each of
      our
      officers is elected by the Board of Directors 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 has no nominating or compensation
      committees.




The
      name,
      address, age and position of our officers and directors is set forth below:




**Name
                and****Address**
            **Position(s****)**
            **Age**B.
                Gordon Brooke
              115
                Angelene Street,
              Mississauga,
                Ontario,Canada,
                L5G 1X1
            Chief
                Executive,Officer,
                President
              and
                Director (1)
            62David
                A. Moore
              22
                Moutray Street
              Toronto,
                Ontario,Canada,
                M6K 1W2
            Chief
                Financial Officer,
              Chief
                Accounting
              Officer,
                Secretary-Treasurer and Director (2)
            52





(1)
            B.
                Gordon Brooke was appointed a director on June 28, 2006 and President
                and
                Principal Executive Officer on July 7, 2006.(2)
            David
                Moore became a director and was appointed Secretary Treasurer and
                Chief
                Financial Officer on July 7, 2006.




**Background
      of officers and directors** ****




B.
      GORDON
      BROOKE our President, Chief
      Executive Officer and a
      Director of the Company is qualified as a Chartered
      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-





DAVID
      MOORE, our Secretary Treasurer and a director of the Company, spent his early
      career in the retail music business working for a variety of retail chains
      in
      Ontario followed by over a decade in the investment business as a stock broker
      and financial planner with a number of firms in Toronto, Ontario. Since 1991
      Mr.
      Moore has been self-employed running his own desk top publishing and digital
      services bureau. Among other things Mr. Moore provides web site design,
      implementation and hosting services to his clients.





Neither
      of our officers and directors 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 and because the Company intends to seek a quotation on the OTCBB
      in
      the near future Mr. Brooke’s time on Company affairs is expected to continue at
      this pace for the foreseeable future. As Secretary Treasurer, David Moore spends
      approximately 16 hours per month on corporate matters.




**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 B. Gordon Brooke our President and Chairman of the
      audit committee, and David Moore our Chief Financial Officer and Secretary
      Treasurer. 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.





**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. Our Officers and Directors fulfill many functions
      that would otherwise require Patterson Brooke to hire employees or outside
      consultants.






-24-





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.





**Family
      Relationships**





Our
      President and our Chief Financial Officer and Secretary Treasurer are
      unrelated.





**Involvement
      in Certain Legal Proceedings**





To
      the
      knowledge of the Company, during the past five years, none of our directors
      or
      executive officers:





(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.






-25-





**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.





As
      at
      October 31, 2007, none of the directors and officers had 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, 2007 is set forth
      in the following summary:





**Summary
      Compensation Table**


Long
      Term
      Compensation


Annual
      Compensation    Awards   Payouts


(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                andPrincipal
                Position
            Year
            Salary
            Otherannual
              Comp.($)
            Restrictedstock
              awards($)
            Options/
              SAR(#)
            LTIP
              payouts($)
            All
                other
              compensation($)B.
                Gordon Brooke
              Principal
                ExecutiveOfficer,
                President
              and
                Director
            2006
              2007
            $2,000
              $6,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-David
                Moore
              Principal
                Financial Officer, Secretary Treasurerand
                Director
            2006
              2007
            -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 months of July to October
      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
      $4,000.






-26-





No
      other
      director or officer receives any compensation.





**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, 2007, 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
                or****Class**
            **Name
                and Address of****Beneficial
                Owner****(1)**
            **Amount
                of****Beneficial****Ownership
                (2)**
            **Percent
                of****Class**Common
              Stock
            B.
                Gordon Brooke
              115
                Argelene Street,Mississauga,
                Ontario, Canada, L5G 1X1
            2,000,000
            56.53%Common
              Stock
            David
                Moore
              22
                Moutray, Ontario,Canada,
                M6K 1W2
            1,000,000
            28.26%CommonStock
            Directors
                and Officers as aGroup
                (2 persons)
            3,000,000
            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, 2007, there are a total of 3,538,000 shares of our common stock
      issued and outstanding. Under the effective Form SB-2, Patterson qualified
      for
      trading 838,000 restricted shares, being 23.68 % of our issued shares leaving
      2,700,000 shares being 76.32% of our shares, as ‘restricted shares’ under Rule
      144:




B.
                Gordon Brooke
            1,800,000
                sharesDavid
                Moore
            900,000sharesTotal
                restricted shares
            2,700,000shares






-28-




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 200,000,000 shares of common stock, par value
      $0.001 per share, of which 3,538,000 shares are presently issued and
      outstanding.





The
      holders of our common stock are entitled to receive dividends as may be declared
      by our Board of Directors; 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.





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 the Board
      of Directors 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 37 shareholders as at
      the
      date of this prospectus.





**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 **.**





-29-




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.




As
      at
      October 31, 2006, B. Gordon Brooke had received no money from the Company.
      Starting November 1 st ,
      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.







**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, 2007 and 2006
            35Statement
                of Operations for the years ended October 31, 2007 and 2006 and for
                the
                period from June 28, 2006 (Date of Inception) to October 31,
                2007
            36Statement
                in Changes in Stockholders’ Equity for the period from June 28, 2006 (Date
                of Inception) to October 31, 2007
            37Statement
                of Cash Flows for the years ended October 31, 2007 and 2006 and for
                the
                period from June 28, 2006 (Date of Inception) to October 31,
                2007
            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





None
      during the current year.




**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-QSB and services that
      are normally provided by the accountants in connection with statutory and
      regulatory filings or engagements for those fiscal years were
      $6,500.





(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





January
      12, 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





January
      12, 2008





By:
      DAVID MOORE


David
      Moore


Chief
      Accounting Officer,


Chief
      Financial Officer and Director





January
      12, 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 balances sheet of Patterson Brooke Resources Inc.
      (pre-exploration stage company) at October 31, 2007 and 2006, and the statement
      of operations, stockholders' equity, and cash flows for the year ended October
      31, 2007 and 2006 and for the period June 28, 2006 (date of inception) to
      October 31, 2007. 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 audits.





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. An audit includes assessing the
      accounting principles used and significant estimates made by management as
      well
      as evaluating the overall balance sheet 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, 2007 and 2006, and the results of operations, and cash flows for
      the
      year ended October 31, 2007 and the period from June 28, 2006 (date of
      inception) to October 31, 2006 and the period June 28, 2006 (date of inception)
      to October 31, 2007, 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.”*


January
      12, 2008








-34-







**PATTERSON
      BROOKE RESOURCES INC.**


(A
      Pre-exploration Stage Company)


**Balance
      Sheets**




**October
                31,****2007**
            **October
                31,****2006****ASSETS****CURRENT
                ASSETS**Cash
            **$****2,864**
            **$****29,899**Total
                Current Assets
            **$****2,864**
            **$****29,899****LIABILITIES
                AND SHAREHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable and accrued liabilities
            **$
                12,767**
            **$
                7,780**Indebtedness
                to related parties (Note 4)
            **21,617**
            **1,858**Total
                current liabilities
            **34,384**
            **9,638************SHAREHOLDERS’
                (DEFICIENCY) EQUITY**200,000,000
                common shares authorized, at $0.001 par value
              3,538,000
                shares issued and outstanding
            **3,538**
            **3,538**Capital
                in excess of par value
            **30,362**
            **26,362**Deficit
                accumulated during the pre-exploration stage
            **(65,420)**
            ******(9,639****)**Total
                Shareholders’ (Deficiency) Equity
            **(31,520)**
            ******20,261****$****2,864**
            **$****29,899**







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, 2007 and for the period from June 28, 2006 (date
      of
      inception) to October 31, 2006 and for the period from June 28, 2006 (date
      of
      inception) to October 31, 2007**





**October
                31,****2007**
            **June
                28, 2006 to****Oct.
                31, 2006**
            **June
                23, 2006****to
                Oct. 31, 2007****REVENUES**
            **$****-**
            **$****-**
            **$****-****EXPENSES**Exploration
                costs
            **-**
            **3,944**
            **3,944**Administrative
            **55,781**
            **5,695**
            **61,476****NET
                LOSS FROM OPERATIONS**
            **$
                (****55,781)**
            **$****(9,639)**
            **$
                (****65,420)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$****(0.03)**
            **$****(0.01)****AVERAGE
                OUTSTANDING SHARES**Basic
            **3,538,000**
            **1,295,000**







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, 2007**





CommonShares
            StockAmount
            Capital
                inExcess
                of
              Par
                Value
            AccumulatedDeficit**Balance
                June 28, 2006**(date of inception)
            -
            $
                -
            $
                -
            $
                -Issuance
                of common shares for cash at$0.001
                - October 17, 2006
            3,000,000
            3,000
            -
            -Issuance
                of common shares for cash at$0.05
                - October 31, 2006
            538,000
            538
            26,362
            -Net
                operating loss for the period endedOctober
                31, 2006
            -
            -
            -
            (9,639)Capital
                contributions - expenses
            -
            -
            4,000
            -Net
                operating loss for the period endedOctober
                31, 2007
            -
            -
            -
            (55,781)Balance,
                October 31, 2007
            3,538,000
            $3,538
            $30,362
            $(65,420)










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, 2007 and for the period from June 28, 2006 (date
      of
      inception) to October 31, 2006 and for the period from June 28, 2006 (date
      of
      inception) to October 31, 2007**




**October
                31,****2007**
            **October
                31,****2006**
            **June
                28, 2006****(date
                of inception)**
              **to
                October****31**,**2007****CASH
                FLOWS FROM****OPERATING
                ACTIVITIES:**Net
                loss
            **$
                (55,781)**
            **$(9,639)**
            **$
                (65,420)**Adjustments
                to reconcile net loss tonet
                cash provided byoperating
                activities:Capital
                contributions - expenses
            **4,000**
            **-**
            **4,000**Changes
                in accounts payable
            **4,987**
            **7,780**
            **12,767**Net
                Cash Provided (Used) in Operations
            **(46,794)**
            **(1,859)**
            **(48,653)****CASH
                FLOWS FROM****INVESTING
                ACTIVITIES:**Proceeds
                from loan from relatedparty
            **19,759**
            **1,858**
            **21,617****CASH
                FLOWS FROM FINANCING****ACTIVITIES**Proceeds
                from issuance ofcommon
                stock
            **-**
            **29,900**
            **29,900**Net
                (Decrease) Increase in Cash
            **(27,035)**
            **29,899**
            **2,864**Cash
                at Beginning of Year
            **29,899**
            **-**
            **-********CASH
                AT END OF YEAR**
            **$****2,864**
            **$****29,899**
            **$****2,864**








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







-38-





**PATTERSON
      BROOKE RESOURCES INC.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


October
      31, 2007





**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.





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).





The
      Company has elected to have its fiscal year end as at October 31.





**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, 2007, the Company had a net operating loss carry forward of $65,420.
      The tax benefit of approximately $19,600 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.





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.








-39-







**PATTERSON
      BROOKE RESOURCES INC.**


(Pre-Exploration
      Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**





October
      31, 2007




**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





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.





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.











-40-








**PATTERSON
      BROOKE RESOURCES INC.**


(Pre-Exploration
      Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**





October
      31, 2007





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Financial
      Instruments





The
      carrying amounts of financial instruments, including cash and accounts payable,
      are  considered
      by management to be their estimated fair value due to their short term  maturities.




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.




**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,
                2008
                if the Company does not incur a cost of $727 each year to maintain
                the
                claims in good standing.





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





The
                claims have 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, 2007, officers-directors had acquired 85% of the common capital
      stock issued, and have made no interest, demand loans of $21,617.





**5.**
            **CAPITAL
                STOCK**





The
                Company has completed one Private Placement offering of 3,000,000
                shares
                of its capital stock for $3,000. In addition, the Company has completed
                an
                Offering Memorandum whereby 538,000 common shares were subscribed
                for at a
                price of $0.05 per share for
                $26,900.





**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-