8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  March 11, 2010

PATTERSON BROOKE RESOURCES INC.

 (Exact Name of Registrant as Specified in Charter)

Nevada	333-139797	98-0505768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

976 Peace Portal Drive, Blaine, WA	98230
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 870-4823

Former name or Former Address, if Changed Since Last Report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 10, 2010, Patterson Brooke Resources, Inc., (the “Company”) entered into a Letter of Intent (the “LOI”) with Greentech Holdings LLC, a limited liability company registered under the laws of Nevis (“Greentech”).

Pursuant to the LOI, the parties agreed to enter into a definitive agreement within 60 days after the date of the LOI for the sale by Greentech to the Company of certain assets of Greentech comprised of certain intellectual property, know-how, trade secrets, data, materials, blue prints, drawings, copyrights, technology, brand names, logos, designs and manufacturing techniques for hybrid buses and motor coaches, including Hybrid Low Floor GTH40, Interurban GTI40 and Commuter Coach GTC45 (the “Assets”).  The definitive agreement would provide that the Company will issue to Greentech 32,000,000 shares of the Company’s common stock in exchange for the Assets.

The LOI provides that from the date of execution of the LOI until closing of the definitive agreement, neither Greentech nor its shareholders nor any person or entity acting on their behalf will in any way directly or indirectly (i) solicit, initiate, encourage or facilitate any offer to purchase Greentech or any of its assets or equity, (ii) enter into any discussions, negotiations or agreements with any person or entity which provide for such purchase, or (iii) provide to any persons other than the Company or its representatives any information or data related to such purchase or afford access to the properties, books or records of Greentech to any such persons, and Greentech will promptly notify the Company of any inquiry or  proposal received by Greentech, its shareholders or its representatives offering to purchase Greentech or any part of its assets or equity.

The LOI further provides that closing of the transaction would occur as promptly as practicable, but in any event on or before the date that is 30 days after the date of execution of the definitive agreement, and the definitive agreement would contain customary representations and warranties, covenants and indemnification provisions.

The description of the LOI in this report is intended to summarize the terms of the LOI and does not purport to be a complete discussion of such terms. The LOI should be reviewed in its entirety, and is incorporated herein as Exhibit 10.1.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b)  Resignation of Chief Executive Officer and President

On March 10, 2010, B. Gordon Brooke resigned as the Chief Executive Officer and President of the Company.  Mr. Brooke will remain as the Company’s Chief Financial Officer and Director.

(c)  Appointment of Chief Executive Officer and President

On March 10, 2010, the Board of Directors of the Company appointed Ian McAvoy to the offices of Chief Executive Officer and President of the Company.

Mr. McAvoy  is a 20-year veteran of the public transit sector. From 1992 to July 2009, Mr. McAvoy was in the service of San Mateo County Transit District, most recently as the Chief Development Officer from June 2004 to July 2009.  In this position, Mr. McAvoy managed a staff of 70 plus 65 consultants and oversaw the agency’s strategic visioning, business planning and development growth programs.  Since July 2009, Mr. McAvoy has been President of BCI, Inc., a corporation focused on the design, manufacture and supply of clean fuel  transit buses to the transit and airport market sectors.  Mr. McAvoy received his BS in Town & Country Planning from Heriot-Watt University, Edinburgh, Scotland.

Mr. McAvoy has not previously held any positions with the Company.  Mr. McAvoy has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers.  There is no material plan, contract or arrangement (whether or not written) to which Mr. McAvoy is a party or in which he participates that is entered into or material amendment in connection with our appointment of Mr. McAvoy, or any grant or award to Mr. McAvoy or modification thereto, under any such plan, contract or arrangement in connection with our appointment of Mr. McAvoy.

On March 10, 2010, the Company entered into a Letter of Intent with Greentech, as more fully described under Section 1 of this Form 8-K.  Mr. McAvoy is a Managing Member of Greentech.

(d)  Appointment of Directors

On March 10, 2010, the sole Director of the Company appointed Ian McAvoy and David Oldridge to the Board of Directors of the Company.  There are no arrangements or understandings between Mr. McAvoy and any other persons, pursuant to which Mr. McAvoy was selected as a director. Mr. McAvoy has not been named or, at the time of this Current Report, to any committee of the board of directors. For more information, please refer to (c) above.

Mr. Oldridge, age 51, has been the Executive Vice President of Bus and Coach International since May 2006.  From February 2002 to April 2006, Mr. Oldridge was a field engineering subcontractor for Bombardier / Los Vegas Monorail Air Conditioning Systems.  Mr. Oldridge began his career in the heavy vehicle industry more than 25 years ago and has worked in many facets of maintenance, service support and product design.  He has supervised national technical training plans for other North American motor coach distributors, including ABC companies and Neoplan, and has been responsible for motor coach product re-engineering and service support for various transport companies, including consulting on the Las Vegas Monorail Project.  As a founder of Bus and Coach International, Mr. Oldridge supervised the design of the “Falcon 45” model, overseeing component selection and maximizing the low maintenance features of the coach.  He also developed the innovative “bcideliveres.com” a customer support website, which makes available maintenance and support information accessible to customers and maintenance personal anytime through the Internet.  

Mr. Oldridge has not previously held any positions with the Company.  Mr. Oldridge has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers.  There is no material plan, contract or arrangement (whether or not written) to which Mr. Oldridge is a party or in which he participates that is entered into or material amendment in connection with our appointment of Mr. Oldridge, or any grant or award to Mr. Oldridge or modification thereto, under any such plan, contract or arrangement in connection with our appointment of Mr. Oldridge. Mr. Oldridge has not been named or, at the time of this Current Report, to any committee of the board of directors.

On March 10, 2010, the Company entered into a Letter of Intent with Greentech, as more fully described under Section 1 of this Form 8-K.  Mr. Oldridge is a Managing Member of Greentech.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.1	Letter of Intent

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Patterson Brooke Resources Inc., a Nevada Corporation
Dated:  March 11, 2010	/s/ Ian McAvoy
	President and Chief Executive Officer and Director

EX-10.1

LETTER OF INTENT

THIS LETTER OF INTENT, hereinafter referred to as the “LOI”, is entered into by and,

BETWEEN:	PATTERSON BROOKE RESOURCES, INC., a Nevada corporation having an office at 115 Angelene Street, Mississauga, Ontario, Canada
	(“COMPANY”)
AND:	GREENTECH HOLDINGS LLC, a limited liability company registered under the laws of Nevis having an office at Henville Building, Charlestown, Nevis
	(“GREENTECH”)

WHEREAS, Greentech owns certain intellectual property, know-how, trade secrets, data, materials, blue prints, drawings, copyrights, technology, brand names, logos, designs and manufacturing techniques for hybrid buses and motor coaches, including Hybrid Low Floor GTH40, Interurban GTI40 and Commuter Coach GTC45 (the “Assets”).

AND WHEREAS, the Company wishes to acquire the Assets to develop, manufacture and distribute eco-friendly buses and luxury motor coaches.

AND WHEREAS, the Company and Greentech wish to enter into an asset purchase transaction whereby the Company would purchase the Assets in exchange for the issuance to Greentech of 32,000,000 shares of common stock of the Company.

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the parties agree as follows:

1. Except for the provisions in Paragraphs 6-12, this LOI is expressly intended to be non-binding and subject to the satisfactory completion of due diligence and the negotiation of mutually acceptable definitive agreements with regard to this transaction.

2. The Company and Greentech agree that they will enter into a definitive agreement containing substantially the same terms and provisions as set forth in Paragraphs 3-6 of this LOI within sixty (60) days from the date of execution of this LOI (the “ Definitive Agreement ”).

3. Upon the satisfaction of the conditions set forth herein and in the Definitive Agreement, the Company  shall acquire the Assets in exchange for the issuance of 32,000,000 shares of common stock of the Company to Greentech, resulting in the Company having 52,000,000 shares issued and outstanding upon the closing of the transaction (the “Acquisition”).  

4. The Definitive Agreement shall contain customary representation and warranties, covenants and indemnification provisions.

5. The closing of the Acquisition shall occur as promptly as practicable, but in all events on or before the date that is thirty (30) days from the execution of the Definitive Agreement (the “Closing”).

6. In consideration of the time and effort the Company will incur to pursue this transaction, Greentech agrees that, from the date of execution of this LOI (or, if sooner, until such time as the parties agree in writing to terminate this LOI) until the Closing, neither Greentech nor its shareholders nor any person or entity acting on their behalf will in any way directly or indirectly (i) solicit, initiate, encourage or facilitate any offer to purchase Greentech or any of its assets or equity, (ii) enter into any discussions, negotiations or agreements with any person or entity which provide for such purchase, or (iii) provide to any persons other than the Company or its representatives any information or data related to such purchase or afford access to the properties, books or records of Greentech to any such persons. Greentech will promptly notify the Company of any inquiry or proposal received by Greentech, its shareholders or its representatives offering to purchase Greentech or any part of its assets or equity.

7. Each party agrees and acknowledges that such party and its directors, officers, employees, agents and representatives will disclose business information and information about the proposed transaction in the course of securing financings for the Company and the Acquisition, and that the parties and their representatives may be required to disclose that information under the continuous disclosure requirements of the Securities Exchange Act of 1934.

8. This LOI shall be construed in accordance with, and governed by, the laws of the State of Nevada, and each party separately and unconditionally subjects to the jurisdiction of any court of competent authority in the State of Nevada, and the rules and regulations thereof, for all purposes related to this agreement and/or their respective performance hereunder.

9. The parties shall prepare, execute and file any and all documents necessary to comply with all applicable federal and state securities laws, rules and regulations in any jurisdiction where they are required to do so.

10. If any term or provision hereof shall be held illegal or invalid, this LOI shall be construed and enforced as if such illegal or invalid term or provision had not been contained herein.

11. This LOI may be executed in counterparts, by original or facsimile signature, with the same effect as if the signatures to each such counterpart were upon a single instrument; and each counterpart shall be enforceable against the party actually executing such counterpart.  All counterparts shall be deemed an original copy.

12. The delay or failure of a party to enforce at any time any provision of this LOI shall in no way be considered a waiver of any such provision, or any other provision of this LOI.  No waiver of, delay or failure to enforce any provision of this LOI shall in any way be considered a continuing waiver or be construed as a subsequent waiver of any such provision, or any other provision of this LOI.

DATED EFFECTIVE MARCH 10, 2010

PATTERSON BROOKE RESOURCES, INC.

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GREENTECH HOLDINGS, LLC

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