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Nova Lifestyle, Inc. - Quarter Report: 2010 March (Form 10-Q)

stevens10q033110.htm



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q
 
xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2010

Or

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________
 
Commission File Number 333-163019
 
STEVENS RESOURCES, INC.
(Name of Small Business Issuer in its charter)
 
Nevada
1090
75-3250686
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer ID No.)
 
1818 West Francis, Ste. 196
Spokane, Washington 99205
Phone (509) 263-7442
 (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes   x
No   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  The registrant has not been phased into the Interactive Data reporting system.
 
Yes   o
No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
 
Accelerated filer o
     
Non-accelerated filer o
 
Smaller reporting company x
(Do not check if a smaller reporting company)
   
 

 
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Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes   x
No   o

As of May 15, 2010 there were 2,614,000 shares of Common Stock, par value $0.001 were issued and outstanding.


 
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STEVENS RESOURCES, INC.

INDEX

   
Page
PART I - FINANCIAL INFORMATION
   
     
Item 1  Condensed Financial Statements:
 
4
     
Condensed Balance Sheets as of  March 31, 2010 (unaudited) and September 30, 2009
 
F-1
     
Condensed Statements of Operations for the three months ended March 31, 2010, the six months ended March 31, 2010, and the period of September 9, 2009 (Inception) to March 31, 2010(unaudited)
 
F-2
     
Condensed Statements of Cash Flows for the six months ended March 31, 2010, and the period of September 9, 2009 (Inception) to March 31, 2010(unaudited)
 
F-3
     
Notes to Condensed Financial Statements
 
F-4-5
     
Item 2  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
5
     
Item 3  Quantitative and Qualitative Disclosures About Market Risk
 
7
     
Item 4T  Controls and Procedures
 
7
     
PART II – OTHER INFORMATION
   
     
Item 1   Legal Proceedings
 
9
     
Item 1A.  Risk Factors
 
9
     
Item 2   Unregistered Sales of  Equity Securities and Use of Proceeds
 
9
     
Item 3   Defaults upon Senior Securities
 
9
     
Item 4   Submission of Matters to a Vote of Security Holders
 
9
     
Item 5  Other Information
 
9
     
Item 6  Exhibits
 
10
     
Signatures
 
11

 

 
3

 


 
PART I ― FINANCIAL INFORMATION

Item 1.
Financial Statements.
 



 
4

 


 
STEVENS RESOURCES, INC.
(A Development Stage Enterprise)

Condensed Financial Statements
March 31, 2010
(Unaudited)









 
 
 

 

 


STEVENS RESOURCES, INC.
(A Development Stage Enterprise)

Condensed Financial Statements
March 31, 2010
(Unaudited)


 
CONTENTS
 
   
Page(s)
Condensed Balance Sheets as of March 31, 2010 and September 30, 2009
F-1
     
Condensed Statements of Operations for the three and six months ended March 31, 2010 and the period of September 9, 2009 (inception) to March 31, 2010
F-2
     
Condensed Statements of Cash Flows for the six months ended March 31, 2010 and the period of September 9, 2009 (inception) to March 31, 2010
F-3
     
Notes to the Condensed Financial Statements
F-4-5





 
 
 


 

 

STEVENS RESOURCES, INC.
 
(A Development Stage Enterprise)
 
Condensed Balance Sheets
 
             
 
March 31, 2010
 
September 30, 2009
 
 
 
(Unaudited)
       
ASSETS
 
             
Current assets
           
Cash
  $ 5,870     $ 4,000  
Prepaid expenses
    -       2,000  
Total current assets
    5,870       6,000  
                 
Total assets
  $ 5,870     $ 6,000  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
Current liabilities
               
Accounts payable and accrued liabilities
  $ 1,500     $ 525  
Total current liabilities
    1,500       525  
                 
Stockholders' Equity
               
Common stock, $0.001 par value; 75,000,000 shares authorized; 2,614,000 and 2,100,000 issued and outstanding at March 31, 2010 and September 30, 2009
    2,614       2,100  
Additional paid in capital
    13,666       3,900  
Deficit accumulated during the development stage
    (11,910 )     (525 )
Total stockholders' equity
    4,370       5,475  
                 
Total liabilities and stockholders' equity
  $ 5,870     $ 6,000  
                 
See accompanying notes to condensed financial statements.
 

 



 
F-1

 


STEVENS RESOURCES, INC.
 
(A Development Stage Enterprise)
 
Condensed Statements of Operations
 
(Unaudited)
 
                   
             
Period of September 9, 2009 (Inception) to March 31, 2010
 
 
Three months ended March 31, 2010
 
Six months ended March 31, 2010
 
 
Revenue
  $ -     $ -     $ -  
                         
Expenses
                       
Professional fees
    5,289       11,133       11,658  
General and administrative
    205       252       252  
Total expenses
    5,494       11,385       11,910  
                         
Net loss
  $ (5,494 )   $ (11,385 )   $ (11,910 )
                         
Basic and diluted loss per common share
  $ (0.00 )   $ (0.01 )        
                         
Weighted average shares outstanding
    2,305,600       2,201,670          
                         
See accompanying notes to condensed financial statements.
 

 
 

 
F-2

 


STEVENS RESOURCES, INC.
 
(A Development Stage Enterprise)
 
Condensed Statements of Cash Flows
 
(Unaudited)
 
             
 
Six months ended March 31, 2010
   
Period of September 9, 2009 (Inception) to March 31, 2010
 
 
 
Cash flows from operating activities
           
Net loss
  $ (11,385 )   $ (11,910 )
Adjustments to reconcile net loss to net cash used in operating activities
         
Common stock issued for services
    -       2,000  
Changes in operating assets and liabilities
               
Prepaid expenses
    2,000       -  
Accounts payable
    975       1,500  
Net cash used in operating activities
    (8,410 )     (8,410 )
                 
Net cash used in investing activities
    -       -  
                 
Cash flows from financing activities
               
Proceeds from common stock issuances
    10,280       14,280  
Net cash provided by financing activities
    10,280       14,280  
                 
Net change in cash
    1,870       5,870  
                 
Cash at beginning of period
    4,000       -  
                 
Cash at end of period
  $ 5,870     $ 5,870  
                 
Supplemental disclosure of non-cash financing activities
         
Issuance of 100,000 shares of common stock for professional and legal services
  $ -     $ 2,000  
                 
Supplemental cash flow information
               
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
                 
See accompanying notes to condensed financial statements.
 


 

 
F-3

 



STEVENS RESOURCES, INC.
(A Development Stage Enterprise)
Notes to the Condensed Financial Statements
March 31, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the periods ended March 31, 2010 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2009 audited financial statements dated October 26, 2009 as reported in Form S-1.  The results of operations for the period ended March 31, 2010 are not necessarily indicative of the operating results for the full year ended September 30, 2010.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on our financial position or results of operations.
 
In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended March 31, 2010. The adoption of this guidance did not have a material impact on our financial statements.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

 
 
F-4

 

STEVENS RESOURCES, INC.
(A Development Stage Enterprise)
Notes to the Unaudited Financial Statements
March 31, 2010

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – COMMON STOCK
 
On January 13, 2010, the Company filed a Prospectus Pursuant to 424(b)(3) as part of the S-1 deemed effective on January 12, 2010.  Pursuant to the prospectus, the Company sold 514,000 shares at $0.02 per share for a total of $10,280 cash.


 
F-5

 

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Caution Regarding Forward-Looking Information
 
Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Company History

Stevens Resources, Inc. was incorporated in the State of Nevada on September 9, 2009.  We intend to commence operations as an exploration stage company. We will be engaged in the exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own an option to acquire an undivided 100% beneficial interest in a mineral claim located in Stevens County, Washington State; known as the Young American Claim Group.  The claims are about 80 acres of lode claims. The property is located in northwestern Stevens County, northeastern Washington. Young America is 4 en bloc unpatented claims originally located in 1886 and is within the Bossburg Mining District. Young America is a lead (Pb)-zinc (Zn) prospect with minor silver and gold potential. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.
 
Business Development

To date, our business activities have been limited to completing the registration of our common stock on Form S-1, maintaining our reporting requirements, and securing our option to acquire the Young American Claim Group described above.  We have recently applied for quotation of our common stock for listing on the OTCBB, as of the date of this report a ticker symbol has been assigned for our common stock (“STVS”), but no market currently exists.  Investors should be fully aware that there can be no guarantee or assurance that a market will ever develop for our common stock in the future.


 
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Liquidity and Capital Resources

On January 12, 2010 the Securities and Exchange Commission (“SEC”) deemed our Form S-1 Registration Statement (Commission File Number 333-163019) effective on January 12, 2010.  The Company offered 5,000,000 shares of common stock at a price of $0.02 per share.  As of the date of this report we sold 514,000 shares of common stock through our registered offering.  Management intends to continue to focus its efforts on selling common shares for the next six months and utilize these funds to maintain its status as a Reporting Company as defined under the Exchange Act of 1934 as amended, begin the initial development of the Company, and pay for administrative expenses.  If the Company is unable to secure adequate financing its business will fail and any investment made into the Company will be completely lost.

As of March 31, 2010, we had total cash available of $5,870; we have liabilities in the form of accounts payable in the amount of $1,500.  We have a cumulative net loss of $11,910 since inception.  We have not generated any revenues and we cannot provide any assurance that we will ever generate revenues in the future.  We are currently dependent upon raising proceeds in order to continue as a going concern.  There can be no guarantee or assurance that the Company will be able to secure adequate financing within the next three to six months and failure to do so would result in a complete loss of any investment made into the Company.

Product Research and Development

The Company has not incurred any expense for product research and development since its inception and does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.

The Company does not plan any purchase of significant equipment in the next twelve months.

Employees

There are no employees of the Company, excluding the current Officers of the Company, Mr. Miller and Mr. Silva.  The Company does not anticipate hiring any additional employees within the next six months.

Principal Office

The principal offices are located at 1818 West Francis, Ste 196 Spokane, WA 99205.  The telephone number is (509) 263-7442 the fax number is (509) 327-9792. Stevens’ management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  Stevens does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

We own an option to the mineral exploration rights relating to the three mineral claims in the Young America Mine claim group.  We do not own any real property interest in the claims or any other property.

Stevens’ management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  Stevens does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

 
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Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 2 of our financial statements.  While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk.

The exposure of market risk associated with risk-sensitive instruments is currently not material to the Company. The Company transacts its services in U.S. dollars and plans to continue to transact its sales for medical staffing services and all other transactions denominated in U. S. dollars. The Company has no intentions of entering into hedging transactions.  We believe that there have been no significant changes in our market risk exposures for the six months ended March 31, 2010.

Item 4T.
Controls and Procedures

Appearing immediately following the Signatures section of this Quarterly Report there are two separate forms of "Certifications" of the CEO/CFO, Justin Miller.  The first form of Certification is required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification).  This section of the Quarterly Report, which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

(a)
Evaluation of Disclosure Controls and Procedures

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley Act of 2002 (“SOX”) Section 404 A which accomplishes the following: 
 

 
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· Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, being Justin Miller. Good controls encourage efficiency, compliance with laws and regulations, and sound information, and seek to eliminate fraud and abuse.
 
· These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 
 
· Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals." 
 
· Internal controls are mechanisms that are there to help the Company manage risks to success. 
 
· Internal control is about getting things done (performance) but also about ensuring that they are done properly (integrity), and that this can be demonstrated and reviewed (transparency and accountability). 
 
· Control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.
 
As of March 31, 2010 the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the quarter ended March 31, 2010, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers being material weaknesses.
 
In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

     ●
The Company’s Audit Committee does not function as an Audit Committee should, since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

     ●
The Company has limited segregation of duties which is not consistent with good internal control procedures.

     ●
The Company does not have a written internal control procedures manual that outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedures manual does not meet the requirements of the SEC or good internal control.

     ●
There are no effective controls instituted over financial disclosure and the reporting processes.

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.


 
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The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.   By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee.   With the addition of other Board Members and staff the segregation of duties issue will be addressed and will no longer be a concern to management.  Having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b)
Changes in Internal Controls

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

PART II ― OTHER INFORMATION

Item 1.
Legal Proceedings.

Stevens is not currently a party to any legal proceedings. Stevens’ agent for service of process in Nevada is InCorp, Services, Inc. 375 North Stephanie Street, Suite 1411, Henderson, NV 89014.  The telephone number is: 702.866.2500.

Stevens’ Officers and Director has not been convicted in a criminal proceeding nor has he been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
 
Mr. Miller the Company’s Officer and Director has not been convicted of violating any federal or state securities or commodities law.

Fernando Olegário da Silva the Company’s Corporate Secretary has not been convicted of violating any federal or state securities or commodities law.
 
There are no known pending legal or administrative proceedings against Stevens Resources, Inc.

 Item 1A.
Risk Factors.

There have been no material changes to the risks to our business described in our prospectus filed on Form 424B3 with the SEC on January 13, 2010.
 
Item 2.
Unregistered Sales of Equity Securities and use of Proceeds
None

Item 3.
Defaults upon Senior Securities.
None

Item 4.
Submission of Matters to a Vote of Security Holders.
None

Item 5.
Other Information.
None

 
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Item 6.
Exhibits.
   

 
(a)
Exhibits furnished as Exhibits hereto:
   

Exhibit No.
Description

31.1
 
8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 

 
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Signatures

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, thereunto duly authorized.


 
Stevens Resources, Inc.
     
Date: May 15, 2010
By:
/s/ Justin Miller    
   
Justin Miller
   
Chief Financial Officer and Treasurer
   
(principal financial and accounting officer)
     
Date: May 15, 2010
By:
/s/ Justin Miller    
   
Justin Miller
   
President and Chief Executive Officer


 

 
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