Attached files
file | filename |
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EX-5.1 - LEGAL OPINION WITH CONSENT - Nova Lifestyle, Inc. | stevenss1110609ex5.htm |
EX-10.1 - OPTION TO PURCHASE AGREEMENT DATED SEPTEMBER 30, 2009 - Nova Lifestyle, Inc. | stevenss1110609ex10.htm |
EX-3.2 - BY-LAWS - Nova Lifestyle, Inc. | stevenss1110609ex32.htm |
EX-14.1 - CODE OF ETHICS - Nova Lifestyle, Inc. | stevenss1110609ex14.htm |
EX-23.1 - CONSENT OF ACCOUNTANT - Nova Lifestyle, Inc. | stevenss1110609ex23.htm |
EX-3.1 - ARTICLES OF INCORPORATION - Nova Lifestyle, Inc. | stevenss1110609ex3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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)
InCorp
Services, Inc.
3155 East
Patrick Lane, Suite 1
Las
Vegas, NV 89120
702-866-2500
(Name,
address and telephone number of agent for service)
Copies
to:
Timothy
S. Orr, Esq.
4328 West
Hiawatha Drive, Suite 101
Spokane,
WA 99205
Phone:
(509) 462.2926 Fax: (509) 769.0303
1
APPROXIMATE
DATE OF PROPOSED SALE TO THE PUBLIC:
From time
to time after this Registration Statement becomes effective.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933 check the following
box: x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
(Check one):
Large
Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer ¨ Smaller Reporting
Company x
CALCULATION OF REGISTRATION
FEE
Title
of each class of
securities
to be registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price per unit
|
Proposed
maximum
aggregate
offering price
|
Amount
of
registration
fee
|
||||
Common
|
5,000,000
|
$0.02
[1]
|
$100,000
|
$5.58
[2]
|
[1] No
exchange or over-the-counter market exists for Stevens Resources, Inc’s. common
stock. The offering price has been arbitrarily determined and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
[2] Fee
calculated in accordance with Rule 457(o) of the Securities Act of 1933, as
amended “Securities Act”. Estimated for the sole purpose of
calculating the registration fee.
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to Section 8(a), may
determine.
2
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
PROSPECTUS |
Subject
To Completion: Dated ______, 2009
STEVENS
RESOURCES, INC.
5,000,000
shares of common stock, no minimum / 5,000,000 maximum Offered at $0.02 per
share
Securities
Being Offered by Stevens Resources, Inc.
|
Stevens
Resources, Inc. is offering 5,000,000 shares at an offering price of $0.02
per share. There is currently no public market for the common
stock
|
|
Minimum
Number of Shares To Be Sold in This Offering
|
None
|
This is a
"self-underwritten" public offering, with no minimum purchase
requirement.
1.
Stevens Resources, Inc. is not using an underwriter for this
offering.
2. The
offering expenses shown do not include legal, accounting, printing and related
costs incurred in making this offering. Stevens Resources, Inc. will pay all
such costs, which it believes to be $4,500.
3. There
is no arrangement to place the proceeds from this offering in an escrow, trust
or similar account.
|
Per
Share
(Non
Minimum)
|
If
Maximum Sold by Stevens Resources (5,000,000)
|
||||||
Price
to Public
|
$
|
0.02
|
$
|
0.02
|
||||
Underwriting
Discounts/Commissions
|
0.00
|
0.00
|
||||||
Proceeds
to Registrant
|
$
|
0.02
|
$
|
100,000
|
This
offering involves a high degree of risk; see "Risk Factors"
beginning on page 8 to read about factors you should consider before buying
shares of the common stock.
Stevens
Resources, Inc. is an exploration stage company and currently has no operations.
There is a high degree of risk involved with any investment in the shares
offered herein. You should only purchase shares if you can afford a loss of your
entire investment. Our independent auditor has issued an audit opinion for
Stevens Resources, Inc. which includes a statement expressing substantial doubt
as to our ability to continue as a going concern. As of the date of
this prospectus, our stock is presently not traded on any market or securities
exchange. Further, there is no assurance that a trading market for our
securities will ever develop.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and
Exchange Commission or any state securities commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
Date of this Prospectus is ______________, 2009
3
TABLE
OF CONTENTS
Page
|
||
FORWARD-LOOKING
STATEMENTS
|
6
|
|
SUMMARY
INFORMATION
|
7
|
|
RISK
FACTORS AND UNCERTAINTIES
|
8
|
|
USE
OF PROCEEDS
|
14
|
|
DETERMINATION
OF OFFERING PRICE
|
15
|
|
DILUTION
|
15
|
|
PLAN
OF DISTRIBUTION
|
16
|
|
DESCRIPTION
OF SECURITIES
|
17
|
|
INTEREST
OF NAMED EXPERTS AND COUNSEL
|
17
|
|
DESCRIPTION
OF BUSINESS
|
18
|
|
DESCRIPTION
OF PROPERTY
|
20
|
|
LEGAL
PROCEEDINGS
|
23
|
|
MARKET
FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
|
23
|
|
FINANCIAL
STATEMENTS
|
24
|
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS
|
25
|
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
31
|
|
DIRECTORS,
EXECUTIVE OFFICERS, AND CONTROL PERSONS
|
31
|
|
EXECUTIVE
COMPENSATION
|
32
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
33
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
33
|
|
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
34
|
|
CORPORATE
GOVERNANCE
|
34
|
|
THE
SEC’S POSITION ON INDEMNIFICATION FOR LIABILITIES
|
34
|
|
TRANSFER
AGENT AND REGISTRAR
|
34
|
|
LEGAL
MATTERS
|
35
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
35
|
|
GLOSSARY
OF CERTAIN MINING TERMS
|
35
|
4
PART
II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
|
II-1
|
|
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
|
II-1
|
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
II-1
|
|
RECENT
SALES OF UNREGISTERED SECURITIES
|
II-2
|
|
EXHIBITS
|
II-2
|
|
UNDERTAKINGS
|
II-3
|
|
SIGNATURES
|
II-5
|
5
FORWARD-LOOKING
STATEMENTS
This
prospectus and the exhibits attached hereto contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements concern the Company’s anticipated results and
developments in the Company’s operations in future periods, planned exploration
and development of its properties, plans related to its business and other
matters that may occur in the future. These statements relate to analyses
and other information that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management.
Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
“expects” or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
be achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors which could cause actual
events or results to differ from those expressed or implied by the
forward-looking statements, including, without limitation:
risks
related to our properties being in the exploration stage;
risks
related our mineral operations being subject to government
regulation;
risks
related to our ability to obtain additional capital to develop our resources, if
any;
risks
related to mineral exploration and development activities;
risks
related to our insurance coverage for operating risks;
risks
related to the fluctuation of prices for precious and base metals, such as gold,
silver and copper;
risks
related to the competitive industry of mineral exploration;
risks
related to our title and rights in our mineral properties;
risks
related to our limited operating history;
risks
related the possible dilution of our common stock from additional financing
activities;
risks
related to potential conflicts of interest with our management;
risks
related to our subsidiaries activities; and
risks
related to our shares of common stock.
This list
is not exhaustive of the factors that may affect our forward-looking statements.
Some of the important risks and uncertainties that could affect forward-looking
statements are described further under the section headings “Risk Factors and
Uncertainties”, “Description of the Business” and “Management’s Discussion and
Analysis” of this prospectus. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
We
qualify all the forward-looking statements contained in this prospectus by the
foregoing cautionary statements.
6
You
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide you with information different from the information
contained in this prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of when this
prospectus is delivered or when any sale of our common stock
occurs.
This
summary does not contain all of the information you should consider before
buying shares of our common stock. You should read the entire prospectus
carefully, especially the “Risk Factors and Uncertainties” section and our
consolidated financial statements and the related notes before deciding to
invest in shares of our common stock.
SUMMARY
INFORMATION
The
Offering
Stevens
Resources, Inc.'s common stock is presently not traded on any market or
securities exchange. 2,100,000 shares of restricted common stock are issued and
outstanding as of the date of this prospectus.
Stevens
is offering up to 5,000,000 shares of common stock at an offering price of $0.02
per share. There is currently no public market for the common stock. Stevens
intends to apply to have the common stock quoted on the OTC Bulletin Board
(OTCBB). Currently, there is no trading symbol assigned. Stevens'
sole Officer and Director own 2,000,000 shares of Restricted Common
Stock. A non-affiliate entity owns 100,000 shares of Restricted
Common Stock. If Stevens is unable to sell its stock and raise money, Stevens’
business would fail as it would be unable to complete its business plan and any
investment made into the Company would be lost in its entirety.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors" on pages 8 -
14.
Company
History
Unless otherwise indicated, any
reference to Stevens or as “we”, “us”, or “our” refers to Stevens Resources,
Inc. Stevens Resources, Inc. is an exploration stage company that was
incorporated on September 9, 2009, under the laws of the State of Nevada. Our
fiscal year end is September 30. 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.
Since
becoming incorporated, Stevens has not made any significant purchases or sale of
assets, nor has it been involved in any mergers, acquisitions or consolidations.
Stevens has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings.
We are an
exploration stage corporation. We intend to be in the business of
mineral property exploration. We do not own any interest in any
property, but simply have the right to conduct exploration activities on one
property. The property consists of approximately 80 acres of lode mining claim
located in northwestern Stevens County, in northeastern Washington
State. We intend to explore for lead-zinc, gold, and silver on the
property. Currently, we have no further business planned if mineralized material
is not found on the property.
7
As of
September 30, 2009, the date of company's last audited financial statements,
Stevens has raised $4,000 through the sale of common stock. This sale
was a purchase of 2,000,000 shares by the Company’s sole officer and director
Justin Miller. We also issued 100,000 shares of common stock at an estimated
value of $2,000 for services relating to this offering.
Stevens’
current liabilities from inception to September 30, 2009 are $525. This expense
is relating to corporate start-up fees. The Company anticipates
expense of $4,000 relating to bookkeeping/auditing fees for this filing. As of
the date of this prospectus, we have not yet generated or realized any revenues
from our business operations. The following financial information summarizes the
more complete historical financial information as indicated on the audited
financial statements of Stevens filed with this prospectus.
Management
Currently,
Stevens has one Officer/Director, Justin Miller. Our sole Officer/Director has
assumed responsibility for all planning, development and operational duties, and
will continue to do so throughout the beginning stages of the business plan.
Other than the Officer/Director, there are no employees at the present time and
there are no plans to hire employees during the next twelve months.
Summary of Financial
Data
As
of
September
30, 2009
|
||||
Revenues
|
$
|
0
|
||
Operating
Expenses including Liabilities
|
$
|
525
|
||
Earnings
(Loss)
|
$
|
525
|
||
Total
Assets
|
$
|
4,200
|
||
Working
Capital
|
$
|
3,675
|
||
Shareholder’s
Equity
|
$
|
4,200
|
RISK
FACTORS AND UNCERTAINTIES
An
investment in an exploration stage mining company with no history of operations
such as ours involves an unusually high amount of risk, unknown and known,
present and potential, including, but not limited to the risks enumerated below.
Our
failure to successfully address the risks and uncertainties described below
would have a material adverse effect on our business, financial condition and/or
results of operations, and the trading price of our common stock may decline and
investors may lose all or part of their investment. We cannot assure you
that we will successfully address these risks or other unknown risks that may
affect our business.
8
Estimates
of mineralized material are forward-looking statements inherently subject to
error. Although resource estimates require a high degree of assurance in the
underlying data when the estimates are made, unforeseen events and
uncontrollable factors can have significant adverse or positive impacts on the
estimates. Actual results will inherently differ from estimates. The unforeseen
events and uncontrollable factors include: geologic uncertainties including
inherent sample variability, metal price fluctuations, variations in mining and
processing parameters, and adverse changes in environmental or mining laws and
regulations. The timing and effects of variances from estimated values cannot be
accurately predicted.
RISKS ASSOCIATED WITH
STEVENS RESOURCES, INC:
Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue activities in which case you could lose your
investment.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
entire investment.
There
is no assurance that we can establish the existence of any mineral reserve in
commercially exploitable quantities. Until we can do so, we cannot earn any
revenues from this property and if we do not do so we will lose all of the funds
that we expend on exploration. If we do not discover any mineral reserve in a
commercially exploitable quantity, our business would fail and any investment
made would be lost in its entirety.
We have
not established any mineral reserve according to recognized reserve guidelines
on any property we intend to explore, nor can there be any assurance that we
will be able to do so. [A mineral reserve is defined by the Securities and
Exchange Commission in its Industry Guide
(http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit, which could be economically and legally extracted or
produced at the time of the reserve determination.]
The
probability of an individual prospect ever having a "reserve" that meets the
requirements of the Securities and Exchange Commission's Industry Guide 7 is
extremely remote; in all probability our mineral property does not contain any
'reserve' and any funds that we spend on exploration will probably be lost. Even
if we do eventually discover a mineral reserve on one or more of our properties,
there can be no assurance that they can be developed into producing mines and
extract those minerals. Both mineral exploration and development involve a high
degree of risk and few properties, which are explored, are ultimately developed
into producing mines.
The
commercial viability of an established mineral deposit will depend on a number
of factors including, by way of example, the size, grade and other attributes of
the mineral deposit, the proximity of the mineral deposit to infrastructure such
as a smelter, roads and a point for shipping, government regulation and market
prices. Most of these factors will be beyond our control, and any of them could
increase costs and make extraction of any identified mineral deposit
unprofitable.
Mineral
operations are subject to applicable law and government regulation. Even if we
discover a mineral reserve in a commercially exploitable quantity, these laws
and regulations could restrict or prohibit the exploitation of that mineral
reserve. If we cannot exploit any mineral reserve that we might discover on our
properties, our business may fail.
9
Both
mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. Regarding our future ground
disturbing activity on federal land, we will be required to obtain a permit from
the US Forest Service or the Bureau of Land Management prior to commencing
exploration. There can be no assurance that we will be able to
obtain or maintain any of the permits required for the continued exploration of
our mineral properties or for the construction and operation of a mine on our
properties at economically viable costs. If we cannot accomplish these
objectives, our business could face difficulty and/or fail.
We
believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to do so. Current laws and regulations could be amended and we might
not be able to comply with them, as amended. Further, there can be no assurance
that we will be able to obtain or maintain all permits necessary for our future
operations, or that we will be able to obtain them on reasonable terms. To the
extent such approvals are required and are not obtained, we may be delayed or
prohibited from proceeding with planned exploration or development of our
mineral properties.
Environmental
hazards unknown to us, which have been caused by previous or existing owners or
operators of the properties, may exist on the properties in which we hold an
interest. At the date of this Prospectus, the Company is not aware of any
environmental issues or litigation relating to any of its current or former
properties.
Future
legislation and administrative changes to the mining laws could prevent us from
exploring our properties.
New state
and U.S. federal laws and regulations, amendments to existing laws and
regulations, administrative interpretation of existing laws and regulations, or
more stringent enforcement of existing laws and regulations, could have a
material adverse impact on our ability to conduct exploration and mining
activities. Any change in the regulatory structure making it more
expensive to engage in mining activities could cause us to cease
operations.
If
we establish the existence of a mineral reserve on our property in a
commercially exploitable quantity, we will require additional capital in order
to develop the property into a producing mine. If we cannot raise this
additional capital, we will not be able to exploit the reserve, and our business
could fail.
If we do
discover mineral reserves in commercially exploitable quantities on our
property, we will be required to expend substantial sums of money to establish
the extent of the reserve, develop processes to extract it and develop
extraction and processing facilities and infrastructure. Although we may derive
substantial benefits from the discovery of a major deposit, there can be no
assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.
10
Mineral
exploration and development is subject to extraordinary operating risks. We do
not currently insure against these risks. In the event of a cave-in or similar
occurrence, our liability may exceed our resources, which would have an adverse
impact on our Company.
Mineral
exploration, development and production involve many risks, which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration, development and production of resources, including liability
for pollution, cave-ins or similar hazards against which we cannot insure or
against which we may elect not to insure. Any such event could result in work
stoppages and damage to property, including damage to the environment. We do not
currently maintain any insurance coverage against these operating hazards. The
payment of any liabilities that arise from any such occurrence would have a
material, adverse impact on our Company.
Third
parties may challenge our rights to our mineral properties or the agreements
that permit us to explore our properties may expire if we fail to timely renew
them and pay the required fees.
In
connection with the acquisition of our mineral properties, we sometimes conduct
only limited reviews of title and related matters, and obtain certain
representations regarding ownership. These limited reviews do not
necessarily preclude third parties from challenging our title and, furthermore,
our title may be defective. Consequently, there can be no assurance that
we hold good and marketable title to all of our mining concessions and mining
claims. If any of our concessions or claims were challenged, we could
incur significant costs and lose valuable time in defending such a challenge.
These costs or an adverse ruling with regards to any challenge of our
titles could have a material adverse affect on our financial position or results
of operations. There can be no assurance that any such disputes or
challenges will be resolved in our favor.
We are
not aware of challenges to the location or area of any of our mining claims.
There is, however, no guarantee that title to the claims will not be challenged
or impugned in the future.
Our
management has no technical training and no experience in mineral activities and
consequently our activities, earnings and ultimate financial success could be
irreparably harmed.
Our
management has no technical training and experience with exploring for,
starting, and operating a mine. With no direct training or experience in these
areas, management may not be fully aware of many of the specific requirements
related to working within the industry. Management's decisions and choices may
not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our activities, earnings and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in the industry.
Our
success is dependent on current management, who may be unable to devote
sufficient time to the development of our business; this potential limitation
could cause the business to fail.
Stevens
is heavily dependent on the experience that our sole Officer and Director,
Justin Miller. If something were to happen to him, it would greatly
delay its daily operations until further industry contacts could be established.
Furthermore, there is no assurance that suitable people could be found to
replace Mr. Miller. In that instance, Stevens may be unable to further its
business plan.
11
Additionally,
Mr. Miller is employed outside of Stevens. Mr. Miller has been and
continues to expect to be able to commit approximately 10 hours per week of his
time, to the development of our business for the next twelve months. If
management is required to spend additional time with his outside employment, he
may not have sufficient time to devote to Stevens, and as a result Stevens would
be unable to develop its business plan.
Because title to the property is
held in the name of another person, if he transfers the property to someone
other than us, we will cease activities.
Title to
the property upon which we intend to conduct exploration activities is not held
in our name. Title to the property is recorded in the name of American Mining
Corporation whom has an agreement with Mr. Miller for exploration upon the
property. If the owner transfers the property to a third person, the third
person will obtain good title and we will have nothing. If this should occur, we
will subsequently not own any property and we will have to cease all exploration
activities.
RISKS ASSOCIATED WITH THIS
OFFERING:
Because
we have only one officer and director who is responsible for our managerial and
organizational structure, in the future, there may not be effective disclosure
and accounting controls to comply with applicable laws and regulations which
could result in fines, penalties and assessments against the
Company.
We
currently have only one officer and director, Justin Miller. As such,
he is solely responsible for our managerial and organizational structure which
will include preparation of disclosure and accounting controls under the
Sarbanes-Oxley Act of 2002. When these controls are implemented, he will be
responsible for the administration of the controls. Should he not have
sufficient experience, he may be incapable of creating and implementing the
controls which may cause the Company to be subject to sanctions and fines by the
Securities Exchange.
If
we complete a financing through the sale of additional shares of our common
stock in the future, then shareholders will experience dilution.
The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then outstanding. To
raise additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively, we
may have to borrow large sums, and assume debt obligations that require us to
make substantial interest and capital payments.
Because there is no public trading
market for our common stock, you may not be able to resell your
stock.
There is
currently no public trading market for our common stock. Therefore there is no
central place, such as stock exchange or electronic trading system to resell
your shares.
12
There
is currently no market for Stevens’ common stock, but if a market for our common
stock does develop, our stock price may be volatile.
There is
currently no market for Stevens' common stock and there is no assurance that a
market will develop. If a market develops, it is anticipated that the market
price of Stevens' common stock will be subject to wide fluctuations in response
to several factors including:
·
|
The
ability to complete the development of Stevens’ anticipated exploration
plan;
|
|
·
|
The
market price of the commodities Stevens’ anticipates exploring and mining;
and
|
|
·
|
The
ability to hire and retain competent personal in the
future.
|
While
Stevens expects to apply for listing on the OTC Bulletin Board (OTCBB), we may
not be approved, and even if approved, we may not be approved for trading on the
OTCBB; therefore shareholders may not have a market to sell their shares, either
in the near term or in the long term, or both.
We can
provide no assurance to investors that our common stock will be traded on any
exchange or electronic quotation service. While we expect to apply to the OTC
Bulletin Board, we may not be approved to trade on the OTCBB, and we may not
meet the requirements for listing on the OTCBB. If we do not meet the
requirements of the OTCBB, our stock may then be traded on the "Pink Sheets,"
and the market for resale of our shares would decrease dramatically, if not be
eliminated.
Stevens has limited financial
resources at present, and proceeds from the offering may not be used to fully
develop its business.
Stevens
has limited financial resources at present; as of September 30th it
had $4,000 of cash on hand with liabilities of $525. If it is unable
to develop its business plan, it may be required to divert certain proceeds from
the sale of Stevens' stock to general administrative functions. If Stevens is
required to divert some or all of proceeds from the sale of stock to areas that
do not advance the business plan, it could adversely affect its ability to
continue by restricting the Company's ability to become listed on the OTCBB;
advertise and promote the Company and its products; travel to develop new
marketing, business and customer relationships; and retaining and/or
compensating professional advisors.
Because our securities are subject
to penny stock rules, you may have difficulty reselling your
shares.
Our
shares are penny stocks are covered by section 15(g) of the Securities Exchange
Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
Because
we do not have an Escrow or Trust Account for Investor’s Subscriptions, if we
file for Bankruptcy Protection or are forced into Bankruptcy Protection,
Investors will lose their entire investment.
13
Invested
funds for this offering will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors and
will not be used for the sourcing and sale of promotional
products.
These
risk factors, individually or occurring together, would likely have a
substantially negative effect on Stevens' business and would likely cause it to
fail.
USE
OF PROCEEDS
Our
offering is being made on a self-underwritten basis - no minimum of shares must
be sold in order for the offering to proceed. The offering price per share is
$0.02. There is no assurance that we will raise the full $100,000 as
anticipated.
The
following table below sets forth the uses of proceeds assuming the sale of 25%,
50%, 75% and 100% of the securities offered for sale in this offering by the
company. For further discussion see Plan of Operation.
If
25% of
|
If
50% of
|
If
75% of
|
If
100% of
|
|||||||||||||
Shares
Sold
|
Shares
Sold
|
Shares
Sold
|
Shares
Sold
|
|||||||||||||
GROSS
PROCEEDS FROM THIS OFFERING
|
$
|
25,000
|
$
|
50,000
|
$
|
75,000
|
$
|
100,000
|
||||||||
Less:
OFFERING EXPENSES
|
||||||||||||||||
SEC
Filing Expenses
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
||||||||
Printing
|
$
|
500
|
$
|
500
|
$
|
500
|
$
|
500
|
||||||||
Transfer
Agent
|
$
|
2,500
|
$
|
2,500
|
$
|
2,500
|
$
|
2,500
|
||||||||
SUB-TOTAL
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
$
|
4,500
|
||||||||
Less: PHASE
I
|
||||||||||||||||
Soil
Geochem./soil grid samples
|
$
|
5,000
|
$
|
7,000
|
$
|
9,000
|
$
|
11,000
|
||||||||
Geologist
|
$
|
7,500
|
$
|
10,500
|
$
|
15,000
|
$
|
20,000
|
||||||||
Geo-technician
|
$
|
2,500
|
$
|
5,500
|
$
|
7,500
|
$
|
10,000
|
||||||||
Assays
|
$
|
500
|
$
|
1,000
|
$
|
3,500
|
$
|
7,000
|
||||||||
Travel
|
$
|
1,000
|
$
|
1,000
|
$
|
2,000
|
$
|
3,000
|
||||||||
Reports
|
$
|
500
|
$
|
500
|
$
|
1,500
|
$
|
2,500
|
||||||||
SUB-TOTAL
|
$
|
17,000
|
$
|
20,000
|
$
|
38,500
|
$
|
53,000
|
||||||||
|
||||||||||||||||
Less: PHASE
II
|
||||||||||||||||
Geological
Interpretation/Mapping
|
$
|
0
|
$
|
7,500
|
$
|
10,000
|
$
|
12,500
|
||||||||
MAG-VLF
Survey
|
$
|
0
|
$
|
11,500
|
$
|
12,500
|
$
|
17,000
|
||||||||
Data
Reduction Report
|
$
|
0
|
$
|
1,500
|
$
|
2,500
|
$
|
3,500
|
||||||||
SUB-TOTAL
|
$
|
0
|
$
|
20,500
|
$
|
25,000
|
$
|
33,000
|
||||||||
Less:
ADMINISTRATION EXPENSES
|
||||||||||||||||
Office,
Telephone, Internet
|
$
|
0
|
$
|
0
|
$
|
1,000
|
$
|
2,000
|
||||||||
Legal
and Accounting
|
$
|
3,500
|
$
|
5,000
|
$
|
6,000
|
$
|
7,500
|
||||||||
SUB-TOTAL
|
$
|
3,500
|
$
|
5,000
|
$
|
7,000
|
$
|
9,500
|
||||||||
TOTALS
|
$
|
25,000
|
$
|
50,000
|
$
|
75,000
|
$
|
100,000
|
The
above figures represent only estimated costs.
14
Legal and
accounting fees refer to the normal legal and accounting costs associated with
filing this Registration Statement under the 1933 Act as amended and maintaining
the status of a Reporting Company under the 1934 Act.
A total
of $4,000 has been raised from the sale of stock to our sole Officer and
Director - this stock is restricted and is not being registered in this
offering. The offering expenses associated with this offering are believed to be
$4,500. As of September 30, 2009, Stevens had a balance (less outstanding
checks) of $4,000 in cash with liabilities of $525. Some services related to
this offering were paid for in common stock rather than cash payment. This will
allow Stevens to pay the entire expenses of this offer from cash on
hand.
One of
the purposes of the offering is to create an equity market, which allows Stevens
to more easily raise capital, since a publicly traded company has more
flexibility in its financing offerings than one that does not.
DETERMINATION
OF OFFERING PRICE
There is
no established market for the Registrant's stock. Stevens’ offering price for
shares sold pursuant to this offering is set at $0.02. Our existing shareholder,
our Officer /Director, paid $0.002 per share. The additional factors that were
included in determining the sales price are the lack of liquidity (since there
is no present market for Stevens’ stock) and the high level of risk considering
the lack of operating history of Stevens.
DILUTION
"Dilution"
represents the difference between the offering price of the shares of common
stock and the net book value per share of common stock immediately after
completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering,
the level of dilution is increased as a result of the relatively low book value
of our issued and outstanding stock. Assuming all shares offered
herein are sold, and given effect to the receipt of the maximum estimated
proceeds of this offering from shareholders net of the offering expenses, our
net book value will be $100,000 or $0.014 per share. Therefore, the purchasers
of the common stock in this offering will incur an immediate dilution of
approximately $0.006 per share while our present stockholders will receive an
increase of $0.012 per share in the net tangible book value of the shares they
hold. This will result in a 30% dilution for purchasers of stock in this
offering.
15
The
following table illustrates the dilution to the purchasers of the common stock
in this offering. While this offering has no minimum, the table below
includes an analysis of the dilution that will occur if only 25% of the shares
are sold, as well as the dilution if all shares are sold:
25%
of
|
Maximum
|
|||||||
Offering
|
Offering
|
|||||||
Offering
Price Per Share
|
$
|
0.02
|
$
|
0.02
|
||||
Book
Value Per Share Before the Offering
|
$
|
0.002
|
$
|
0.002
|
||||
Book
Value Per Share After the Offering
|
$
|
0.007
|
$
|
0.014
|
||||
Net
Increase to Original Shareholders
|
$
|
0.005
|
$
|
0.012
|
||||
Decrease
in Investment to New Shareholders
|
$
|
0.013
|
$
|
0.006
|
||||
Dilution
to New Shareholders (%)
|
35
|
%
|
30
|
%
|
PLAN
OF DISTRIBUTION
The
offering consists of a maximum number of 5,000,000 common shares being offered
by Stevens at $.02 per share with no minimum offering requirement.
Company
Offering
Stevens
is offering for sale common stock. If Stevens is unable to sell its stock and
raise money, it will not be able to complete its business plan and will
fail.
There
will be no underwriters used, no dealer's commissions, no finder's fees, and no
passive market making for the shares being offered by Stevens. All of these
shares will be issued to business associates, friends, and family of the
management of the Company. The Officer and Director, Justin Miller, will not
register as broker-dealers in connection with this offering. Mr. Miller will not
be deemed to be a broker pursuant to the safe harbor provisions of Rule 3a4-1 of
the Securities and Exchange Act of 1934, since he is not subject to statutory
disqualification, will not be compensated directly or indirectly from the sale
of securities, is not an associated person of a broker or dealer, nor has he
been so associated within the previous twelve months, and primarily performs
substantial duties as Officer and Director that are not in connection with the
sale of securities, and has not nor will not participate in the sale of
securities more than once every twelve months.
Our
Common Stock is currently considered a "penny stock" under federal securities
laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since
its market price is below $5.00 per share. Penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
or recommend such shares to certain investors.
Broker-dealers
who sell penny stock to certain types of investors are required to comply with
the SEC's regulations concerning the transfer of penny stock. If an exemption is
not available, these regulations require broker-dealers to: make a suitability
determination prior to selling penny stock to the purchaser; receive the
purchaser's written consent to the transaction; and, provide certain written
disclosures to the purchaser. These rules may affect the ability of
broker-dealers to make a market in, or trade our shares. In turn, this may make
it very difficult for investors to resell those shares in the public
market.
16
DESCRIPTION
OF SECURITIES
General
The
authorized capital stock consists of 75,000,000 shares of common stock at a par
value of $0.001 per share. We plan to offer 5,000,000 common shares
at a price of $0.02 per share. We will not sell any of the 5,000,000
common shares until the registration statement is deemed effective.
Common
Stock
As of
September 30, 2009, there are 2,100,000 shares of common stock issued and
outstanding. 2,000,000 shares are held by our Officer / Director,
Justin Miller. Jameson Capital, LLC was issued 100,000 shares in lieu
of services rendered in September 2009.
Holders
of common stock are entitled to one vote for each share on all matters submitted
to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Holders of common
stock representing a majority of the voting power of Stevens’ capital stock
issued and outstanding and entitled to vote, represented in person or by proxy,
are necessary to constitute a quorum at any meeting of company stockholders. A
vote by the holders of a majority of the outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or
an amendment to the articles of incorporation.
Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of the common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the common stock.
Shareholders
Each
shareholder has sole investment power and sole voting power over the shares
owned by such shareholder.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Timothy
S. Orr, Esquire, of Spokane, Washington, an independent legal counsel, has
provided an opinion on the validity of Stevens Resources, Inc.’s issuance of
common stock and is presented as an exhibit to this filing.
17
The
financial statements included in this Prospectus and in the Registration
Statement have been audited by Kyle L. Tingle, CPA, LLC, 3145 East Warm Springs
Road, Suite 450, Las Vegas, NV 89120 to the extent and for the period set forth
in their report (which contains an explanatory paragraph regarding Stevens'
ability to continue as a going concern) appearing elsewhere herein and in the
Registration Statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
DESCRIPTION
OF BUSINESS
General
Stevens
Resources, Inc. was incorporated on September 9, 2009, in the state of Nevada.
Stevens has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings. Since becoming
incorporated, Stevens has not made any significant purchase or sale of assets,
nor has it been involved in any mergers, acquisitions or consolidations. Stevens
is not a blank check registrant as that term is defined in Rule 419(a)(2) of
Regulation C of the Securities Act of 1933, since it has a specific business
plan or purpose.
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 in 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.
Unless
otherwise indicated, any reference to Stevens, or “we”, “us”, “our”, etc. refers
to Stevens Resources, Inc.
Our
Competition
Both the
mineral exploration and drilling industries are intensely competitive in all
phases. In our mineral exploration activities, we will compete with many
companies possessing greater financial resources and technical facilities than
us for the acquisition of mineral concessions, claims, leases and other mineral
interests as well as for the recruitment and retention of qualified employees.
We must overcome significant barriers to enter into the business of
mineral exploration as a result of our limited operating history.
Similarly,
in our drilling business, our competition includes many companies with
significantly greater experience, larger client bases, and substantially greater
financial resources. There are significant barriers to entry including large
capital requirements and the recruitment and retention of qualified, experienced
employees.
We cannot
assure you that we will be able to compete in any of our business areas
effectively with current or future competitors or that the competitive pressures
faced by us will not have a material adverse effect on our business, financial
condition and operating results.
18
Our
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.
Our
Employees
Other
than our officer and director, Justin Miller, we have no
employees. Assuming financing can be obtained, management expects to
hire additional staff and employees as necessary as implement of our business
plan requires.
Regulation
The
exploration, drilling and mining industries operate in a legal environment that
requires permits to conduct virtually all operations. Thus permits are
required by local, state and federal government agencies. Federal agencies
that may be involved include: The U.S. Forest Service (USFS), Bureau of Land
Management (BLM), Environmental Protection Agency (EPA), National Institute for
Occupational Safety and Health (NIOSH), the Mine Safety and Health
Administration (MSHA) and the Fish and Wildlife Service (FWS). Individual states
also have various environmental regulatory bodies, such as Departments of
Ecology and so on. Local authorities, usually counties, also have control
over mining activity. The various permits address such issues as
prospecting, development, production, labor standards, taxes, occupational
health and safety, toxic substances, air quality, water use, water discharge,
water quality, noise, dust, wildlife impacts, as well as other environmental and
socioeconomic issues.
Prior to
receiving the necessary permits to explore or mine, the operator must comply
with all regulatory requirements imposed by all governmental authorities having
jurisdiction over the project area. Very often, in order to obtain the
requisite permits, the operator must have its land reclamation, restoration or
replacement plans pre-approved. Specifically, the operator must present its plan
as to how it intends to restore or replace the affected area. Often all or any
of these requirements can cause delays or involve costly studies or alterations
of the proposed activity or time frame of operations, in order to mitigate
impacts. All of these factors make it more difficult and costly to operate
and have a negative and sometimes fatal impact on the viability of the
exploration or mining operation. Finally, it is possible that future changes in
these laws or regulations could have a significant impact on our business,
causing those activities to be economically reevaluated at that
time.
Mineral
property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We have not yet commenced the
initial phase of exploration on the claims. Once we have completed each
phase of exploration, we will make a decision as to whether or not we proceed
with each successive phase based upon the analysis of the results of that
program. Our director will make this decision based upon the
recommendations of the independent geologist who oversees the program and
records the results. Even if we complete our proposed exploration programs on
the claims and we are successful in identifying a mineral deposit, we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.
19
Overview
of Our Mineral Exploration Business
Mineral
exploration is essentially a research activity that does not produce a product.
Successful exploration often results in increased project value that can
be realized through the optioning or selling of the claimed site to larger
companies. As such, we intend to acquire properties which we believe have
potential to host economic concentrations of minerals. These acquisitions
have and may take the form of unpatented mining claims on federal land, or
leasing claims, or private property owned by others. An unpatented mining
claim is an interest that can be acquired to the mineral rights on open lands of
the federally owned public domain. Claims are staked in accordance with
the Mining Law of 1872, recorded with the federal government pursuant to laws
and regulations established by the Bureau of Land Management (the Federal agency
that administers America’s public lands), and grant the holder of the claim a
possessory interest in the mineral rights, subject to the paramount title of the
United States.
We plan
to perform basic geological work to identify specific drill targets on the
properties, and then collect subsurface samples by drilling to confirm the
presence of mineralization (the presence of economic minerals in a specific area
or geological formation). We may enter into joint venture agreements with
other companies to fund further exploration work. By such prospects, we
mean properties that may have been previously identified by third parties,
including prior owners such as exploration companies, as mineral prospects with
potential for economic mineralization. Often these properties have been
sampled, mapped and sometimes drilled, usually with indefinite results.
Accordingly, such acquired projects will either have some prior
exploration history or will have strong similarity to a recognized geologic ore
deposit model. Geographic emphasis will be placed on the western United
States. The focus of our activity will be to acquire properties that we believe
to be undervalued; including those that we believe to hold previously
unrecognized mineral potential.
Our
current mineral property (Young American Lead-Zinc Mine Property) is owned by
third parties, with an option to purchase in the future. This agreement is
held by Justin Miller and the Company with American Mining Corporation.
Our strategy with properties deemed to be of higher risk or those that
would require very large exploration expenditures is to present them to larger
companies for joint venture. Our joint venture strategy is intended to
maximize the abilities and skills of the management group, conserve capital, and
provide superior leverage for investors. If we present a property to a
major company and they are not interested, we will continue to seek an
interested partner.
DESCRIPTION
OF PROPERTY
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.
20
Summary
of Stevens’ Mineral Exploration Prospects
As of
October 2009, Stevens has acquired mineral prospects for exploration in the
State of Washington, Stevens County for target commodities of lead-zinc, gold
and silver. The prospects are held by unpatented mining claims owned by American
Mining Company through legal agreements conveying exploration and development
rights to the Company. Most of our prospects have had a prior exploration
history and this is typical in the mineral exploration industry. Most
mineral prospects go through several rounds of exploration before an economic
ore body is discovered and prior work often eliminates targets or points to new
ones. Also, prior operators may have explored under a completely different
commodity price structure or technological regime. Mineralization which was
uneconomic in the past may be ore grade at current market prices when extracted
and processed with modern technology.
Young
America Mine Property-Washington State, Stevens County
Stevens
Claim Purchase/Option Agreement
On
September 30, 2009, we entered into an Option to Purchase Agreement with America
Mining Corporation, who is the sole beneficial owner of 100% of the mineral
claims identified as YAM 1-4.
Location,
Access and Description
The Young
American claim group is approximately 80 acres of lode claims 100% owned by
American Mining Corporation. 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. In February 2008 American Mining Corporation (AMC) of
Osburn, Idaho staked the four original unpatented claims that are located on BLM
managed land. The four claims are in a portion of the SW ¼ of Section 28, and NW
¼ of Section 33, both Township 38N Range 38E, Willamette Meridian, Stevens
County, Washington about 15 miles north of Kettle Falls, Washington. Access is
via a 2WD gravel road that crosses private property, leading directly to the
claims.
21
Prospectivity
is based on 15 diamond drill cores totaling 4590 feet taken 1946-1948 by the
U.S. Bureau of Mines (USBM) (Hundhausen, 1949) on the cliff crest to the north,
east, and south of the main ore body. The drilling discovered two zones of
low-grade highly disseminated lead-zinc mineralization southwest of the mine,
but failed to locate extensions of the two primary sulfide-mineralized zones of
the main mine workings. Thus this report primarily concerns the unexploited
lead-zinc prospect discovered by USBM drilling.
Overview
of Regulatory, Economic and Environmental Issues
Hard rock
mining and drilling in the United States is a closely regulated industrial
activity. Mining and drilling operations are subject to review and
approval by a wide variety of agencies at the federal, state and local level.
Each level of government requires applications for permits to conduct
operations. The approval process always involves consideration of many
issues including but not limited to air pollution, water use and discharge,
noise issues, and wildlife impacts. Mining operations always involve
preparation of an environmental impact statement that examines the probable
effect of the proposed site development. Federal agencies that may be
involved include: The U.S. Forest Service (USFS), Bureau of Land Management
(BLM), Environmental Protection Agency (EPA), National Institute for
Occupational Safety and Health (NIOSH), the Mine Safety and Health
Administration (MSHA) and the Fish and Wildlife Service (FWS). Individual
states also have various environmental regulatory bodies, such as Departments of
Ecology and so on. Local authorities, usually counties, also have control
over mining activity.
Underground
metal mines generally involve higher grade ore bodies. Less tonnage is
mined underground, and generally the higher grade ore is processed in a mill or
other refining facility. This process results in the accumulation of waste
by-products from the washing of the ground ore. Mills require associated
tailings ponds to capture waste by-products and treat water used in the milling
process.
Capital
costs for mine, mill and tailings pond construction can easily run into the
hundreds of millions of dollars. These costs are factored into the profitability
of a mining operation. Metal mining is sensitive to both cost considerations and
to the value of the metal produced. Metals prices are set on a world-wide
market and are not controlled by the operators of the mine. Changes in
currency values or exchange rates can also impact metals prices. Thus changes in
metals prices or operating costs can have a huge impact on the economic
viability of a mining operation.
Environmental
protection and remediation is an increasingly important part of mineral
economics. Estimated future costs of reclamation or restoration of mined
land are based principally on legal and regulatory requirements. Reclamation of
affected areas after mining operations may cost millions of dollars. Often
governmental permitting agencies are requiring multi-million dollar bonds from
mining companies prior to granting permits, to insure that reclamation takes
place. All environmental mitigation tends to decrease profitability of the
mining operation, but these expenses are recognized as a cost of doing business
by modern mining and exploration companies.
Mining
and exploration activities are subject to various laws and regulations governing
the protection of the environment. These laws and regulations are continually
changing and are generally becoming more restrictive. We conduct our operations
so as to protect the public health and environment and believe our operations
are in compliance with applicable laws and regulations in all material respects.
We have made, and expect to make in the future, expenditures to comply with such
laws and regulations, but cannot predict the full amount of such future
expenditures.
22
Every
mining activity has an environmental impact. In order for a proposed mining
project to be granted the required governmental permits, mining companies are
required to present proposed plans for mitigating this impact. In the United
States, where our properties are located, no mine can operate without obtaining
a number of permits. These permits address the social, economic, and
environmental impacts of the operation and include numerous opportunities for
public involvement and comment.
LEGAL
PROCEEDINGS
Stevens
Resources, Inc. is not currently a party to any legal proceedings. Stevens'
agent for service of process in Nevada is: InCorp Services, 3155 East Patrick
Lane, Suite 1, Las Vegas Nevada 89120.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No
Public Market for Common Stock
There is
presently no public market for the common stock. Stevens anticipates applying
for trading of the common stock on either the OTCBB upon the effectiveness of
the registration statement of which this prospectus forms a part. However,
Stevens can provide no assurance that the shares will be traded on the OTCBB or,
if traded, that a public market will materialize.
Purchases
of Equity Securities by the Small Business Issuer and Affiliates
There
were no purchases of our equity securities by us or any of our affiliates during
the year ended September 30, 2009.
Holders
of the Common Stock
As of the
date of this registration statement, Stevens had two (2) registered
shareholders. Justin Miller, sole Officer and Director currently own
2,000,000 common shares, which represent 95.2% of the issued and outstanding
common stock. In September 2009 100,000 shares were issued to Jameson
Capital, LLC for services relating to the completion of this registration
statement.
Dividend
Policy
We
anticipate that we will retain any earnings to support operations and to finance
the growth and development of our business. Therefore, we do not expect to pay
cash dividends in the foreseeable future. Any further determination to pay cash
dividends will be at the discretion of our board of directors and will be
dependent on the financial condition, operating results, capital requirements
and other factors that our board deems relevant. We have never declared a
dividend.
Equity
Compensation Plan
To date,
Stevens has no equity compensation plan, has not granted any stock options and
has not granted registration rights to any person(s).
23
FINANCIAL
STATEMENTS
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Financial
Statements
September
30, 2009
24
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Financial
Statements
September
30, 2009
CONTENTS
Page(s)
|
|||
Report
of Independent Registered Public Accounting Firm
|
F-1
|
||
Balance
Sheet as of September 30, 2009
|
F-2
|
||
Statement
of Operations for the period of September 9, 2009 (inception) to September
30, 2009
|
F-3
|
||
Statement
of Changes in Stockholders' Equity cumulative from September 9, 2009
(inception) to September 30, 2009
|
F-4
|
||
Statement
of Cash Flows for the period of September 9, 2009 (inception) to September
30, 2009
|
F-5
|
||
Notes
to the Financial Statements
|
F-6-10
|
F-1
STEVENS
RESOURCES, INC.
|
||||
(A
Development Stage Enterprise)
|
||||
Balance
Sheet
|
||||
September
30, 2009
|
||||
ASSETS
|
||||
Current
assets
|
||||
Cash
|
$ | 4,000 | ||
Prepaid
expenses
|
200 | |||
Total
current assets
|
4,200 | |||
Total
assets
|
$ | 4,200 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
liabilities
|
||||
Accounts
payable
|
$ | 525 | ||
Total
current liabilities
|
525 | |||
Stockholders'
Equity
|
||||
Common
stock, $0.001 par value; 75,000,000 shares authorized; 2,100,000 issued
and outstanding at September 30, 2009
|
2,100 | |||
Additional
paid in capital
|
2,100 | |||
Deficit
accumulated during the development stage
|
(525 | ) | ||
Total
stockholders' equity
|
3,675 | |||
Total
liabilities and stockholders' equity
|
$ | 4,200 | ||
See
accompanying notes to financial statements.
|
F-2
STEVENS
RESOURCES, INC.
|
||||
(A
Development Stage Enterprise)
|
||||
Statement
of Operations
|
||||
For
the Period of September 9, 2009 (Inception) to September 30,
2009
|
||||
Revenue
|
$ | - | ||
Expenses
|
||||
Professional
fees
|
525 | |||
Total
expenses
|
525 | |||
Net
loss
|
$ | (525 | ) | |
Basic
and diluted loss per common share
|
$ | (0.00 | ) | |
Weighted
average shares outstanding
|
286,364 | |||
See accompanying notes to financial statements. |
F-3
STEVENS
RESOURCES, INC.
|
||||||||||||||||||||
(A
Development Stage Enterprise)
|
||||||||||||||||||||
Statement
of Changes in Stockholders' Equity
|
||||||||||||||||||||
For
the Period of September 9, 2009 (Inception) to September 30,
2009
|
||||||||||||||||||||
Common
Stock
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance,
September 9, 2009 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash, September 28, 2009, $0.002 per
share
|
2,000,000 | 2,000 | 2,000 | - | 4,000 | |||||||||||||||
Common
stock issued for services, September 28, 2009, $0.002 per
share
|
100,000 | 100 | 100 | - | 200 | |||||||||||||||
Net
loss, period of September 9, 2009 (Inception) to September 30,
2009
|
- | - | - | (525 | ) | (525 | ) | |||||||||||||
Balance,
September 30, 2009
|
2,100,000 | $ | 2,100 | $ | 2,100 | $ | (525 | ) | $ | 3,675 | ||||||||||
See
accompanying notes to financial statements.
|
F-4
STEVENS
RESOURCES, INC.
|
||||
(A
Development Stage Enterprise)
|
||||
Statement
of Cash Flows
|
||||
For
the Period of September 9, 2009 (Inception) to September 30,
2009
|
||||
Cash
flows from operating activities
|
||||
Net
loss
|
$ | (525 | ) | |
Adjustments
to reconcile net loss to net cash used in operating
activities
|
||||
Common
stock issued for services
|
200 | |||
Changes
in operating assets and liabilities
|
||||
Prepaid
expenses
|
(200 | ) | ||
Accounts
payable
|
525 | |||
Net
cash used in operating activities
|
- | |||
Net
cash used in investing activities
|
- | |||
Cash
flows from financing activities
|
||||
Proceeds
from common stock issuances
|
4,000 | |||
Net
cash provided by financing activities
|
4,000 | |||
Increase
in cash
|
4,000 | |||
Cash
at beginning of period
|
- | |||
Cash
at end of period
|
$ | 4,000 | ||
Supplemental
cash flow information
|
||||
Cash
paid for interest
|
$ | - | ||
Cash
paid for income taxes
|
$ | - | ||
See
accompanying notes to financial statements.
|
F-5
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
September 30,
2009
Note
1 - Nature of Business
Stevens
Resources, Inc. (“Company”) was organized September 9, 2009 under the laws of
the State of Nevada for the purpose of acquiring and developing mineral
properties. The Company currently has no operations or realized
revenues from its planned principle business purpose and, in accordance with
Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,” is considered a Development Stage
Enterprise.
The
Company has elected a fiscal year end of September 30.
Note
2 - Significant Accounting Policies
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash
For the
Statements of Cash Flows, all highly liquid investments with maturity of three
months or less are considered to be cash equivalents. There were no
cash equivalents as of September 30, 2009.
Income
taxes
Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109 “Accounting
for Income Taxes,” and clarified by FIN 48, “Accounting for Uncertainty in
Income Taxes—an interpretation of FASB Statement
No. 109.” A deferred tax asset or liability is recorded
for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
Share Based
Expenses
The
Company follows Financial Accounting Standards Board (“FASB”)
SFAS No. 123R “Share
Based Payment.” This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to
Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.”
This statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.
F-6
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
September 30,
2009
Note
2 - Significant Accounting Policies (continued)
Going
concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company has minimal cash
and no material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The Company will be dependent upon the raising of additional
capital through placement of our common stock in order to implement its business
plan, or merge with an operating company. There can be no assurance
that the Company will be successful in either situation in order to continue as
a going concern. The officers and directors have committed to
advancing certain operating costs of the Company.
Recent Accounting
Pronouncements
In
October 2009, the FASB approved for issuance Emerging Issues Task Force
(“EITF”) issue 08-01, “Revenue
Arrangements with Multiple Deliverables.” This statement provides
principles for allocation of consideration among its multiple-elements, allowing
more flexibility in identifying and accounting for separate deliverables under
an arrangement. The EITF introduces an estimated selling price method for
valuing the elements of a bundled arrangement if vendor-specific objective
evidence or third-party evidence of selling price is not available, and
significantly expands related disclosure requirements. This standard is
effective on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010.
Alternatively, adoption may be on a retrospective basis, and early application
is permitted. The Company does not expect the adoption of this statement to have
a material effect on its financial statements or disclosures.
In
August 2009, the FASB issued Accounting Standards Update No. 2009-05,
“Measuring Liabilities at Fair
Value,” (“ASU 2009-05”). ASU 2009-05 updates ASC 820, “Fair Value Measurements,”
and provides guidance on measuring the fair value of liabilities and is
effective for the first interim or annual reporting period beginning after its
issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its
disclosure of the fair value of its liabilities.
On June
12, 2009 the FASB issued ASC 860 (formerly SFAS No.
166, “Accounting for Transfers of
Financial Assets,”) ASC 860 revises SFAS No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,” and
will require entities to provide more information about sales of securitized
financial assets and similar transactions, particularly if the seller retains
some risk to the assets, the FASB said. The statement eliminates the concept of
a qualifying special-purpose entity, changes the requirements for the
derecognition of financial assets, and calls upon sellers of the assets to make
additional disclosures about them. ASC 860 will be effective at the
start of the first fiscal year beginning after November 15, 2009, which will
mean January 2010 for companies that are on calendar years.
On June 12, 2009, the FASB issued ASC 810 (formerly SFAS
No. 167, “Amendments to FASB Interpretation (FIN)
No. 46(R), “Consolidation of Variable Interest
Entities,”) by altering how a company determines when an entity that is
insufficiently capitalized or not controlled through voting should be
consolidated, the FASB said. A company has to determine whether it should
provide consolidated reporting of an entity based upon the entity's purpose and
design and the parent company's ability to direct the entity's actions. ASC 810
will be effective at the start of the first fiscal year beginning after November
15, 2009, which will mean January 2010 for companies that are on calendar
years.
F-7
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
September 30,
2009
Note
2 - Significant Accounting Policies (continued)
Recent Accounting
Pronouncements (continued
In
May 2009, the FASB issued ASC 855 (formerly SFAS 165, “Subsequent
Events.”) ASC 855 should not result in significant changes in
the subsequent events that an entity reports. Rather, ASC 855 introduces the
concept of financial statements being available to be issued. Financial
statements are considered available to be issued when they are complete in a
form and format that complies with generally accepted accounting principles
(GAAP) and all approvals necessary for issuance have been obtained.
Note 3 -Stockholders’ Equity
Common
stock
The
authorized common stock of the Company consists of 75,000,000 shares with par
value of $0.001. On September 28, 2009, the Company authorized the
issuance of 2,000,000 shares of its $0.001 par value common stock at $0.002 per
share in consideration of $4,000 in cash. The Company also authorized the
issuance of 100,000 shares at $0.002 per share for $200 in legal and business
services.
As of
September 30, 2009 the Company has 2,100,000 shares of its $0.001 par value
common stock issued and outstanding to 2 shareholders.
Net loss per common
share
Net loss
per share is calculated in accordance with SFAS No. 128, “Earnings Per
Share.” The weighted-average number of common shares
outstanding during each period is used to compute basic loss per
share. Diluted loss per share is computed using the weighted averaged
number of shares and dilutive potential common shares
outstanding. Dilutive potential common shares are additional common
shares assumed to be exercised. Basic net loss per common share is based on the
weighted average number of shares of common stock outstanding during the period
ended September 30, 2009.
Note 4 -Income Taxes
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 “Accounting for Income Tax and FASB
Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No.109,” when it is more likely than not
that a tax asset cannot be realized through future income the Company must allow
for this future tax benefit. We provided a full valuation allowance on the
net deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carryforward
period.
F-8
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
September 30,
2009
Note 4 -Income Taxes
(continued)
The
Company has not taken a tax position that, if challenged, would have a material
effect on the financial statements for the year ended September 30, 2009,
applicable under FIN 48. As a result of the adoption of FIN 48,
we did not recognize any adjustment to the liability for uncertain tax position
and therefore did not record any adjustment to the beginning balance of
accumulated deficit on the balance sheet.
The
component of the Company’s deferred tax asset as of September 30, 2009 is as
follows:
September
30, 2009
|
||||
Net
operating loss carry forward
|
$ | 525 | ||
Valuation
allowance
|
(525 | ) | ||
Net
deferred tax asset
|
$ | - |
A
reconciliation of income taxes computed at the 35% statutory rate to the income
tax recorded is as follows:
September
30, 2009
|
||||
Net
operating loss carry forward
|
$ | 184 | ||
Valuation
allowance
|
(184 | ) | ||
Net
deferred tax asset
|
$ | - |
The
Company did not pay any income taxes during the period ended September 30,
2009.
The net
federal operating loss carry forward will expire in 2029. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
Note 5 -Related Party
Transactions
The
Company neither owns nor leases any real or personal property. An
officer or resident agent of the corporation provides office services without
charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officers and
directors for the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interest. The Company has not formulated a policy for the resolution
of such conflicts.
Note 6 -Warrants and
Options
There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company
Note
7 – Prepaid Expenses
The
Company entered into a consulting agreement on September 30, 2009 and is
effective for twelve months. The agreement stipulates the Company issue 100,000
shares of its common stock to the consultant and pay $35,000 in cash. As of
September 30, 2009, the shares were issued and outstanding. The value of these
shares is considered to be prepaid as of the balance sheet date as services had
yet to be performed.
F-9
STEVENS
RESOURCES, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
September 30,
2009
Note
8 – Subsequent Events
The Company has evaluated subsequent
events from the balance sheet date through October 26, 2009, and determined
there are no events to disclose.
F-10
MANAGEMENT’S
DISCUSSION AND ANALYSIS
You
should read the following discussion and analysis of our financial condition and
results of operations together with our financial statements and related notes
appearing elsewhere in this prospectus. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including, but not limited to, those set forth under “Risk Factors and
Uncertainties” and elsewhere in this prospectus.
Overview
We were
recently incorporated on September 9, 2009 in the State of Nevada, we have no
subsidiaries. We have not begun operations and we have not generated
any revenue. 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 in located in
Stevens County, Washington State; known as the Young American Claim
Group. The property is located in northwestern Stevens County,
northeastern Washington. We do not have any current plans to acquire interests
in additional mineral properties, though we may consider such acquisitions in
the 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 (12) months. Our auditors’ opinion is based on the
uncertainty of our ability to establish profitable operations. The opinion
results from the fact that we have not generated any
revenues. Accordingly, we must raise cash from sources other than
operations. Our only other source for cash at this time is investments by others
in our Company. We must raise cash to implement our project and begin our
operations. The money we raise in this offering would last an estimated 12
months, however we will require additional beyond the proceeds raised in this
offering getting to a level of operations.
We have
only one Officer and one Director who is one and the same person. He is
responsible for our managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes Oxley Act
of 2002. When these controls are implemented, he will be responsible for the
administration of the controls. Should he not have sufficient experience, he may
be incapable of creating and implementing the controls which may cause us to be
subject to sanctions and fines by the Securities and Exchange Commission which
ultimately could cause you to lose your investment.
The
Company’s ability to commence operations is entirely dependent upon the proceeds
to be raised in this offering. If we cannot raise at least the
minimum offering amount, we will be unable to establish a base of operations,
without which it will be unable to begin to generate any revenues in the future.
If we do not produce sufficient cash flow to support its operations over
the next 12 months, the Company will need to raise additional capital by issuing
capital stock in exchange for cash in order to continue as a going concern.
There are no formal or informal agreements to attain such
financing. We cannot assure any investor that, if needed, sufficient
financing can be obtained or, if obtained, that it will be on reasonable terms.
Without realization of additional capital, it would be unlikely for
operations to continue and any investment made by an investor would be lost in
its entirety.
25
We do not
expect to incur research and development costs within the next twelve months
(12). We currently do not own any significant plant or equipment that
it would seek to sell in the near future. Management does not anticipate
the need to hire employees over the next twelve (12)
months. Currently, the Company believes the services provided by its
officer and director appears sufficient at this time. The Company has
not paid for expenses on behalf of any director.
Plan
of Operations
The
success of our business is entirely dependent upon raising proceeds from this
offering. If we are successful in the raise we plan to implement the
following initial exploration program consisting of two phases. The first
phase would consist of soil geochemical and soil grid sampling and prospecting.
Geochemical sampling involves gathering rock and soil samples from property
areas with the most potential to host economically significant mineralization.
Prospecting involves analyzing rocks on the property surface with a view to
discovering indications of potential mineralization. All samples gathered
are sent to a laboratory where they are crushed and analyzed for metal
content.
The first
phase is estimated to cost up to $53,000 as described below.
Soil
Geochem./soil grid samples
|
$
|
5,000
|
$
|
7,000
|
$
|
9,000
|
$
|
11,000
|
||||||
Geologist
|
$
|
7,500
|
$
|
10,500
|
$
|
15,000
|
$
|
20,000
|
||||||
Geo-technician
|
$
|
2,500
|
$
|
5,500
|
$
|
7,500
|
$
|
10,000
|
||||||
Assays
|
$
|
500
|
$
|
1,000
|
$
|
3,500
|
$
|
7,000
|
||||||
Travel
|
$
|
1,000
|
$
|
1,000
|
$
|
2,000
|
$
|
3,000
|
||||||
Reports
|
$
|
500
|
$
|
500
|
$
|
1,500
|
$
|
2,500
|
||||||
SUB-TOTAL
|
$
|
17,000
|
$
|
20,000
|
$
|
38,500
|
$
|
53,000
|
The
second phase would consist of a follow-up of the initial stage geological
mapping and include a detailed geological mapping. Geological mapping
involves plotting previous exploration data relating to a property on a map in
order to determine the best property locations to conduct subsequent exploration
work.
The
second phase would cost up to $33,000 as outlined below.
Geological
Interpretation/Mapping
|
$
|
0
|
$
|
7,500
|
$
|
10,000
|
$
|
12,500
|
||||||
MAG-VLF
Survey
|
$
|
0
|
$
|
11,500
|
$
|
12,500
|
$
|
17,000
|
||||||
Data
Reduction Report
|
$
|
0
|
$
|
1,500
|
$
|
2,500
|
$
|
3,500
|
||||||
SUB-TOTAL
|
$
|
0
|
$
|
20,500
|
$
|
25,000
|
$
|
33,000
|
Please
note that the above are estimates and the costs may be significantly different
that the above figures. Moreover the above estimates do not include
expenses associated with this offering, estimated at $4,500 or administrative
expenses estimated from $3,500 to $7,500 respectively.
We plan
to commence the phase one exploration program on the mineral claim after raising
the required funds from this offering. There can be no guarantee or
assurance that the Company will be able to raise the required proceeds through
this offering to fund either Phase I or Phase II described above. If
the Company is unable to raise the required proceeds from this offering its
business plan would fail and any investment made into the Company would be
lost.
26
Currently
management estimates the proceeds from this offering can be raised within 120
days if and when the prospectus herein is deemed effective by the
SEC. Contingent upon this offering and once the proceeds are raised
Phase I should begin from approximately 30 to 60 days. We currently
do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for either of these exploration programs and do
not plan on obtaining any such retention until the proceeds from this offering
are raised.
We will
require additional funding in order to proceed with the exploration on the
mineral claim within Stevens County and satisfy the option agreement by and
between American Mining Company and the Company. We are contingent upon
additional funding from equity financing from the sale of our common stock
through this offering. Other than described herein we do not have any
arrangements in place for any future equity financing or loans.
Title
to the Mineral 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. American Mining Corporation (AMC) of Osburn, Idaho staked the
four original unpatented claims in February 2008. Young America is a lead
(Pb)-zinc (Zn) prospect with minor silver and gold potential. The Company has an
option to purchase the claim based upon certain conditions being met by the
Company.
A
“mineral claim” refers to a specific section of land over which a title holder
owns rights to explore the ground and subsurface, and extract
minerals.
Claim
details are as follows:
|
Lode
Mining Claim:
|
YAM
1-4
|
On
September 30, 2009 AMC granted to Stevens the sole and
exclusive right and option to acquire an undivided 100% of the right,
title and interest to the Claims, subject only to AMC receiving the
consideration:
|
(a)
|
Stevens,
or its permitted assigns, incurring exploration expenditures on the Claims
of a minimum of $5,000 on or before September 30, 2010;
and
|
(b)
|
Stevens,
or its permitted assigns, incurring exploration expenditures on the Claims
of a further $25,000 (for aggregate minimum exploration expenses of
$30,000) on or before September 30,
2011.
|
Upon
exercise of the Option, Stevens agrees to pay AMC, commencing January 1,
2012, the sum of $25,000 per annum for so long as Stevens, or its
permitted assigns, holds any interest in the Claims. Failure to make any
such annual payment shall result in termination of the Option
Agreement.
|
A mineral
exploration license is issued for one year. In order to maintain the
claims, we must pay a fee of approximately $2,000 per year, or we must perform
work on the claims. As long as the fees are paid, no work has to be performed to
maintain the claims in good order. The renewal fees may increase in the
future.
27
Mineralization/
Exploration History
Historical
mining focused on two relatively flat-lying mineralized zones parallel to each
other but separated by about 30 feet elevation. The two zones cross bedding
planes and were mined up-dip about 60 feet elevation to a point 240 feet distant
from adits in the cliff face (Hundhausen, 1949). At that point a calcite rich
shear zone with a few feet of offset cuts the main mineralization, which
continues on the downthrown side of the shear zone. The ore lenses range from a
few inches to 6 feet thick and are an intimate mixture of sphalerite,
argentiferous galena, and pyrargyrite. Gangue minerals are pyrite, quartz,
calcite, and siderite. Wolf et al. (2007) reports that a 350-pound sample taken
by the USBM from the cliff slope is probably typical of the main sulfide vein
material. Fifteen (15) diamond drill cores totaling 4590 feet taken
1946-1948 by the U.S. Bureau of Mines (Hundhausen, 1949) on the cliff crest to
the north, east, and south of the main ore body identified two zones of
low-grade highly disseminated lead-zinc mineralization (sphalerite and galena)
southwest of the mine, but failed to locate the primary sulfide mineralization
of the main mine workings.
The Young
America property is a lead-zinc prospect hosted in the middle Cambrian Metaline
Limestone. Prospectivity is based on diamond core drill cores taken by the U.S.
Bureau of Mines (Hundhausen, 1949). The drilling discovered two zones of
low-grade highly disseminated lead-zinc mineralization (sphalerite and galena)
southeast of the mine, but failed to locate the primary sulfide mineralization
of the main mine workings. Further geologic investigation is needed to define
the zones of mineralization and thus more accurately define viability of this
prospect.
Compliance
with Government Regulation
We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in the United
States generally, and in Washington specifically.
We will
have to sustain the cost of reclamation and environmental mediation for all
exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we
enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include:
28
1.
|
Water
discharge will have to meet water
standards;
|
2.
|
Dust
generation will have to be minimal or otherwise
re-mediated;
|
3.
|
Dumping
of material on the surface will have to be re-contoured and
re-vegetated;
|
4.
|
An
assessment of all material to be left on the surface will need to be
environmentally benign;
|
5.
|
Ground
water will have to be monitored for any potential
contaminants;
|
6.
|
The
socio-economic impact of the project will have to be evaluated and if
deemed negative, will have to be re-mediated;
and
|
7.
|
There
will have to be an impact report of the work on the local fauna and
flora.
|
Results
Of Operations For The Period From Inception Through September 30,
2009
We have
not earned any revenues from our incorporation on September 9, 2009 to September
30, 2009. We do not anticipate earning revenues unless we enter into
commercial production on the claim, which is doubtful. We have not commenced the
exploration stage of our business and can provide no assurance that we will
discover economic mineralization on either of the claims, or if such minerals
are discovered, that we will enter into commercial production.
We
incurred operating expenses in the amount of $525 for the period from our
inception on September 9, 2009 to September 30, 2007. These operating
expenses were comprised of corporation start-up costs. We have
also issued common stock (100,000 shares) in lieu of services rendered related
to the completion of this prospectus.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue exploration activities. For these reasons our auditors believe that
there is substantial doubt that we will be able to continue as a going
concern.
Limited
Operating History; Need for Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. Stevens was incorporated in the State of Nevada on September 9,
2009; we are an exploration stage company and have not generated any revenues
from operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, and implementation
of our business strategies. (See "Risk Factors").
We are
seeking equity financing though this offering to provide for the capital
required to source our initial exploration programs. Equity financing could
result in additional dilution to existing shareholders. There is no assurance we
will receive the required financing to complete our exploration
programs.
Even if
we are successful in raising proceeds from this offering we have
no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations.
29
At the
present time, Stevens has sufficient funds to address the administrative costs
of this offering only. This assumption is based on the fact that, as of
September 30, 2009, we had cash on hand (less outstanding checks) of $4,000 with
$525 of liabilities. We anticipate an additional $3,300 of expenses
relating to this offering.
We have
no plans to undertake product research and development during the term covered
by this registration. There are also no plans or expectations to purchase or
sell any plant and or significant equipment in the first year of operations.
Management also has no intention of hiring employees over the next twelve
months.
Off-Balance
Sheet Arrangements
We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
Critical
Accounting Policies and Estimates
See Note
2 to the financial statements contained elsewhere in this registration statement
for a complete summary of the significant accounting policies used in the
presentation of our financial statements. The summary is presented to assist the
reader in understanding the financial statements. The accounting policies used
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements.
Our
critical accounting policies are as follows:
Exploration
Expenditures
All
exploration expenditures are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized. If
no mineable ore body is discovered, previously capitalized costs are expensed in
the period the property is abandoned.
Goodwill
In
accordance with Statement of Financial Accounting Standards No. 142, “Goodwill
and Other Intangible Assets,” at least annually goodwill is tested for
impairment by applying a fair value based test. In assessing the value of
goodwill, assets and liabilities are assigned to the reporting units and a
discounted cash flow analysis is used to determine fair value. There was no
impairment loss revealed by this test as of September 30, 2009.
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. Derivative financial instruments are
initially measured at their fair value. For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value, with changes in the fair value reported as charges
or credits to income. For option-based derivative financial instruments, we use
the Black-Scholes option pricing model to value the derivative
instruments.
30
Contractual
Obligations
As of
September 30, 2009, we had the following Option Agreement contractual obligation
with American Mining Company in place:
On
September 30, 2009 AMC granted to Stevens the sole and
exclusive right and option to acquire an undivided 100% of the right,
title and interest to the Claims, subject only to AMC receiving the
consideration:
|
(a)
|
Stevens,
or its permitted assigns, incurring exploration expenditures on the Claims
of a minimum of $5,000 on or before September 30, 2010;
and
|
(b)
|
Stevens,
or its permitted assigns, incurring exploration expenditures on the Claims
of a further $25,000 (for aggregate minimum exploration expenses of
$30,000) on or before September 30,
2011.
|
Upon
exercise of the Option, Stevens agrees to pay AMC, commencing January 1,
2012, the sum of $25,000 per annum for so long as Stevens, or its
permitted assigns, holds any interest in the Claims. Failure to make any
such annual payment shall result in termination of the Option
Agreement.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Stevens’
executive officer and director and his respective age as of September 30, 2009
are as follows:
Directors:
Name of Director
|
Age
|
|
Justin
Miller
1818
W. Francis,
Ste.
196
Spokane,
WA 99205
|
32
|
Executive
Officers:
Name of Officer
|
Age
|
Office
|
Justin
Miller
1818
W. Francis, Ste. 196
Spokane,
WA 99205
|
32
|
President,
Chief Financial Officer, Chief Executive
Officer
|
The term
of office for each director is one year, or until the next annual meeting of the
shareholders.
31
Biographical
Information
Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years
Justin
Miller, CEO, CFO,
President, and Member of the Board of Directors: For the past
five (5) years, Mr. Miller has owned and operated J&M Fabrication,
Cheney-Washington. J&M is a custom fabrication and design company
engaged in providing custom metal works primarily within the construction,
mining and agricultural industries. Mr. Miller has extensive
experience in heavy equipment operations.
Mr.
Miller will be able to spend up to 10 hours per week on the development of
Stevens Resources, Inc. at no cost to the Company.
Stevens’
sole Officer and Director has not been involved, during the past five years, in
any bankruptcy proceeding, conviction or criminal proceedings; has not been
subject to any order, judgment, or decree, not subsequently reversed or
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and has not been
found by a court of competent jurisdiction, the Commission or the Commodity
Futures trading Commission to have violated a federal or state securities or
commodities law.
EXECUTIVE
COMPENSATION
Summary Compensation
Table
Name
and principal position
|
Fiscal
Year
|
Salary
|
Bonus
|
Other
annual compensation
|
Restricted
stock award(s)
|
Securities
underlying options/ SARs
|
LTIP
payouts
|
All
other compensation
|
||||||||
Justin
Miller Director, President
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended September 30, 2009. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period ended
September 30, 2009. No compensation is anticipated within the next
six months to any officer or director of the Company.
Stock
Option Grants
Stevens
did not grant any stock options to the executive officer during the most recent
fiscal period ended September 30, 2009. Stevens has also not granted any stock
options to the executive officer since incorporation, September 9,
2009.
Employment
Agreements
There are
currently no employment agreements and none are anticipated to be entered into
within the next twelve months.
32
Significant
Employees
Stevens
has no significant employees other than the officer and director described
above, whose time and efforts are being provided to Stevens without
compensation.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to Stevens
to own more than 5% of the outstanding common stock as of September 30, 2009 and
by the officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.
Title
of class
|
Name
and address
of
beneficial owner
|
Amount
of
beneficial
ownership
|
Percent
of class
|
|||
Common
Stock
|
Justin
Miller
1818
W. Francis, Ste. 196
Spokane,
WA 99205
|
2,000,000
shares
|
95%
|
The
percent of class is based on 2,100,000 shares of common stock issued and
outstanding as of September 30, 2009. Justin Miller, the sole officer
and director was issued 2,000,000 common shares in September 2009 for
consideration of $4,000, which represents approximately 95% of the current
outstanding stock. Jameson Capital, LLC was issued 100,000 common
shares in lieu of consulting services relating to this offering, which
represents less than 5% of the current outstanding common stock.
Change
in Control
We are
not aware of any arrangement that might result in a change in control in the
future.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There are
no promoters being used in relation with this offering, except that under the
definition of promoter in Rule 405 of Regulation C of the Securities Act of
1933, Justin Miller as founder of Stevens Resources, Inc. is considered a
promoter with respect to this offering. No persons who may, in the future, be
considered a promoter will receive or expect to receive assets, services or
other consideration from us. No assets will be or are expected to be acquired
from any promoter on behalf of Stevens. We have not entered into any agreements
that require disclosure to our shareholders.
Other
than the Option to Purchase the Claim by and between American Mining Corporation
and the Company described herein, none of the following parties has, since the
date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:
-The sole
Officer and Director;
-Any
person proposed as a nominee for election as a director;
-Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;
-Any
relative or spouse of any of the foregoing persons who have the same house as
such person.
33
Stevens
issued 100,000 restricted shares of common stock to Jameson Capital, LLC for
$1,000 of services. Value was determined as an arm’s length
transaction between non-related parties.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
By-laws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted by the
provisions of Nevada General Corporation Law. Under such provisions, the
director, officer, corporate employee or agent who in his capacity as such is
made or threatened to be made, party to any suit or proceeding, shall be
indemnified if it is determined that such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of our company. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers, and
persons controlling our company pursuant to the foregoing provision, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court's decision.
CORPORATE
GOVERNANCE
Board
of Directors Structure
The
number of directors constituting the entire Board of Directors shall be the
number, not less than one nor more than ten, fixed from time to time by a
majority of the total number of directors which the Corporation would have,
prior to any increase or decrease, if there were no vacancies, provided,
however, that no decrease shall shorten the term of an incumbent
director.
Code
of Ethics
The Board
of Directors adopted a Code of Ethics for the Company on September 30,
2009.
THE
SEC’S POSITION ON INDEMNIFICATION FOR
SECURITIES
ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the SEC this indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
TRANSFER
AGENT AND REGISTRAR
Stevens
has not engaged the services of a registrar and transfer agent for our shares of
common stock. We plan to select and engage a Transfer Agent within
the next six (6) months.
34
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for Stevens by The
Law Office of Timothy S. Orr, PLLC.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Exchange Act and, accordingly,
file current and periodic reports, proxy statements and other information with
the SEC. We have also filed a registration statement on Form S-1 under the
Securities Act, as amended, in connection with this offering. This prospectus,
which is part of the registration statement, does not contain all of the
information contained in the registration statement. For further information
with respect to us and the shares of common stock offered hereby, reference is
made to such registration statement, including the exhibits thereto, which may
be read, without charge, and copied at the public reference facilities
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. The SEC maintains a site on the World Wide
Web at http://www.sec.gov that contains current and periodic reports, proxy
statements and other information regarding registrants that filed electronically
with the SEC. Statements contained in this prospectus as to the intent of
any contract or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to this registration statement, each such statement being
qualified in all respects by such reference.
GLOSSARY
OF CERTAIN MINING TERMS
ALTERATION:
Any physical or chemical change in a rock or mineral subsequent to its
formation. Milder and more localized than metamorphism.
ASSAY:
A chemical test performed on a sample of ores or minerals to
determine the amount of valuable metals contained.
BASE
METAL: Any non-precious metal (e.g. copper, lead, zinc, nickel,
etc.).
BUREAU OF
LAND MANAGEMENT: Also known as BLM. It is an agency within the United
States Department of the Interior which administers America’s public
lands.
COMMERICALLY
MINEABLE ORE BODY: A mineral deposit that contains ore reserves that may be
mined economically.
CORE:
The long cylindrical piece of rock, about an inch in diameter,
brought to surface by diamond drilling.
DEVELOPMENT:
Work carried out for the purpose of opening up a mineral deposit and
making the actual ore extraction possible.
DIAMOND
DRILL: A rotary type of rock drill that cuts a core of rock that is recovered in
long cylindrical sections, two centimeters or more in diameter.
35
DILUTION:
Rock that is, by necessity, removed along with the ore in the mining
process, subsequently lowering the grade of the ore.
DIP:
The angle at which a vein, structure or rock bed is inclined from
the horizontal as measured at right angles to the strike. A vein is a
mineralized zone having a more or less regular development in length, width and
depth, which clearly separates it from neighboring rock. A strike is the
direction or bearing from true north of a vein or rock formation measured on a
horizontal surface.
DISSEMINATED
ORE: Ore carrying small particles of valuable minerals spread more or less
uniformly through the host rock.
DRIFT:
A horizontal underground opening that follows along the length of a
vein or rock formation as opposed to a cross-cut which crosses the rock
formation.
EPITHERMAL
DEPOSIT: A mineral deposit consisting of veins and replacement bodies, usually
in volcanic or sedimentary rocks, containing precious metals, or, more rarely,
base metals.
EXPLORATION:
Work involved in searching for ore, usually by drilling or driving a
drift.
FOOTWALL:
The rock on the underside of a vein or ore structure.
FRACTURE:
A break in the rock, the opening of which allows mineral bearing
solutions to enter. A “cross-fracture” is a minor break extending at
more-or-less right angles to the direction of the principal
fractures.
FREE
MILLING: Ores of gold or silver from which the precious metals can
be recovered by concentrating methods without resort to pressure leaching or
other chemical treatment.
GEOPHYSICAL
SURVEY: Indirect methods of investigating the subsurface geology using the
applications of physics including electric, gravimetric, magnetic,
electromagnetic, seismic, and radiometric principles.
GRADE:
The average assay of a ton of ore, reflecting metal
content.
HOST
ROCK: The rock surrounding an ore deposit.
INTRUSIVE:
A body of igneous rock formed by the consolidation of magma intruded
into other rocks, in contrast to lavas, which are extruded upon the
surface.
LIMESTONE:
A bedded, sedimentary deposit consisting chiefly of calcium
carbonate.
LODE:
A mineral deposit in solid rock.
METAMORPHIC
ROCKS: Rocks which have undergone a change in texture or composition as the
result of heat and/or pressure.
MILL:
A processing plant that produces a concentrate of the valuable
minerals or metals contained in an ore. The concentrate must then be treated in
some other type of plant, such as a smelter, to affect recovery of the pure
metal, recovery being the percentage of valuable metal in the ore that is
recovered by metallurgical treatment.
36
MINE
DEVELOPMENT: The work carried out for the purpose of opening up a mineral
deposit and making the actual ore extraction possible
MINERAL:
A naturally occurring homogeneous substance having definite physical
properties and chemical composition and, if formed under favorable conditions, a
definite crystal forms.
MINERAL
RESERVE: The economically mineable part of a measured or indicated mineral
resource. Appropriate assessments, often called feasibility studies, have
been carried out and include consideration of and modification by realistically
assumed mining, metallurgical, economic, marketing, legal, environmental,
social, and governmental factors. These assessments demonstrate, at the time of
reporting, that extraction is reasonably justified. Mineral reserves are
sub-divided, in order of increasing confidence, into probable and proven categories. A probable reserve is the
economically mineable part of an indicated (and in certain
circumstances, measured) resource. A proven reserve is the
economically mineable part of a measured
resource.
MINERAL
RESOURCE: A deposit or concentration of natural, solid,
inorganic or fossilized organic substance in such quantity and at such grade or
quality that extraction of the material at a profit is currently or potentially
possible. Mineral resources are sub-divided, in order of increasing geological
confidence, into inferred, indicated and measured categories. An
inferred resource
designation comes from limited sampling data insufficient for verification of
deposit quantity and quality, but it is usually supported by limited geological,
geochemical and geophysical data. An indicated resource
designation comes from sampling data spaced closely enough to allow certain
assumptions of deposit quantity and quality and to clearly establish its mineral
content. Finally, a measured
resource designation comes from sampling data spaced closely enough to
allow confirmation of deposit quantity and quality and to allow a preliminary
evaluation of the economic viability of the deposit.
MINERALIZED
MATERIAL OR DEPOSIT: A mineralized body, which has been delineated by
appropriate drilling and/or underground sampling to support a sufficient tonnage
and average grade of metal(s). Under SEC standards, such a deposit does not
qualify as a reserve until a comprehensive evaluation, based upon unit cost,
grade, recoveries, and other factors, conclude economic
feasibility.
37
OUTSIDE
BACK COVER:
PROSPECTUS |
Subject
To Completion: Dated ______, 2009
STEVENS
RESOURCES, INC.
5,000,000
shares of common stock, no minimum / 5,000,000 maximum Offered at $0.02 per
share
Until
_______________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.
PART
II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
estimated costs of this offering are as follows:
Securities
and Exchange Commission registration fee
|
$
|
5.58
|
||
Accounting
fees and expenses
|
$
|
2,500.00
|
||
Legal
fees and expenses
|
$
|
800.00
|
||
Miscellaneous
|
$
|
525.00
|
||
Total
|
$
|
3,830.58
|
Stevens
is paying all expenses of the offering listed above.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes (the “DRS”) and our bylaws.
Under the
DRS, director immunity from liability to a company or its shareholders for
monetary liabilities applies automatically unless it is specifically limited by
a company's articles of incorporation that is not the case with our articles of
incorporation. Excepted from that immunity are:
1.
|
a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
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2.
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a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful);
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3.
|
a
transaction from which the director derived an improper personal profit;
and
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4.
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willful
misconduct.
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Our
bylaws provide that we will indemnify our directors and officers to the fullest
extent not prohibited by Nevada law; provided, however, that we may modify the
extent of such indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless:
1.
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such
indemnification is expressly required to be made by
law;
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2.
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the
proceeding was authorized by our Board of
Directors;
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3.
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such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested us under Nevada law;
or
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4.
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such
indemnification is required to be made pursuant to the
bylaws.
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II-1
Our
bylaws provide that we will advance all expenses incurred to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was our director or officer,
or is or was serving at our request as a director or executive officer of
another company, partnership, joint venture, trust or other enterprise, prior to
the final disposition of the proceeding, promptly following request. This
advancement of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our
bylaws also provide that no advance shall be made by us to any officer in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best
interests.
RECENT
SALES OF UNREGISTERED SECURITIES
We have
sold securities within the past three years without registering the securities
under the Securities Act of 1933 on two separate occasions.
In
September 2009 Stevens issued 2,000,000 shares of common stock for total
consideration of $4000 to Justin Miller, current officer and director of the
Company. The Company believes that this issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering.
In
September 2009 Stevens issued 100,000 shares of common stock to Jameson Capital,
LLC for services rendered to it. The Company believes that this issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended, as a transaction by an issuer not involving any public
offering.
EXHIBITS
EXHIBIT
NUMBER
|
DESCRIPTION
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Legal
Opinion with Consent
|
10.1
14.1
|
Option
to Purchase Agreement dated September 30, 2009
Code
of Ethics
|
23.1
|
Consent
of Accountant
|
II-2
UNDERTAKINGS
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales of securities are
being made, a post-effective amendment to this registration statement
to:
(i)
Include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
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(ii)
Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding the
forgoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectuses filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement.
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(iii)
Include any additional or changed material information
on the plan of distribution;
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(2)
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4)
For determining liability of the undersigned small business issuer under
the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be filed
pursuant to Rule 424 (§230.424 of this
chapter);
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(ii)
Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned small business issuer or used or referred to
by the undersigned small business
issuer;
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(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned small
business issuer; and
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(iv)
Any other communication that is an offer in the offering made by the
undersigned small business issuer to the
purchaser.
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(b)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described herein, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
II-3
In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c)
that, for the purpose of determining liability under the Securities Act to
any purchaser, each prospectus filed pursuant to Rule 424(b) as part of this
registration statement relating to the offering, shall be deemed to be part of
and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in the registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
II-4
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form S-1 and authorized registration statement to
be signed on its behalf by the undersigned, in the city of Spokane on November
10, 2009.
STEVENS
RESOURCES, INC.
By: /s/ Justin
Miller
Justin
Miller
President,
Director
In
accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates stated.
By: /s/ Justin
Miller
Justin
Miller
President,
Director
Chief
Financial Officer
Chief
Accounting Officer
Secretary
/ Treasurer, Director
II-5