SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

 December 4, 2009

Via U.S. Mail

Mr. Justin Miller President, Director Stevens Resources, Inc. 1818 West Francis, Ste. 196 Spokane, Washington 99205

Re: Stevens Resources, Inc.
 Form S-1  Filed November 10, 2009
  File No. 333-16
Dear Mr. Miller:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-1

Financial Statements, page 24

Report of Independent Registered Public Accounting Firm, page F-1
1. In the third (opinion) paragraph of your accountant’s report, the period that is
referenced for the results of your operations on which he opines does not agree with the corresponding period stated in  the first paragraph, nor with the
corresponding financial statements included in your filing.  Accordingly, please

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 2
obtain from your accountant a revised report that reflects the appropriate period of
your financial results on which he is opining, that is, for the period September 9,
2009 (inception) through September 30, 2009, and include it in an amended filing.

Statement of Operations, page F-3 and Statement of Cash Flows, page F-5

2. We note you concluded you are currently a “development-stage enterprise” and
report your financial position and results as such.  Please amend your filing to
fully comply with the corresponding reporting requirements of FASB ASC 915-
225-45-1 and FASB ASC 915-230-45-1 to your statement of operations and
statement of cash flows, respectively, to include the required “cumulative from
inception” columnar information.
Notes to Financial Statements, page F-6

 General

3. Please note that the FASB Accounting Standards Codification (FASB ASC 105)
became effective on September 15, 2009 .  As a result, all non-SEC accounting
and financial reporting standards have been  superseded.  Please amend your filing
to reflect revised references to  accounting standards accordingly.

Note 7 – Prepaid Expenses, page F-9
4. You state that the value you ascribed to the 100,000 shares  issued to a consultant
was “considered to be prepaid as of the ba lance sheet date as services had yet to
be performed.”  However, on page 17 of  your filing you state, “Jameson Capital,
LLC was issued 100,000 shares in lieu of services rendered in September 2009 .”
[Emphasis added.]  Please tell us what se rvices this consultant provided before
and after September 30, 2009 and the value ascr ibed to each aspect of the services
provided in those separate periods.  Add itionally, if necessary, please revise your
financial statements and related disclosure s, to eliminate any inconsistencies that
you conclude exist between these di sclosures, as well as corresponding
disclosures on pages 29 and II-2 of your filing.
Management’s Discussion and Analysis, page 25

 Plan of Operations, page 26

5. We note your disclosure of the portion of  anticipated proceeds that you intend to
use for the estimated costs associated w ith Phase I and Phas e II of your initial
exploration program.  Please re vise your disclosure to also include the caption
headings over each column that correspond to the projected level of shares sold,

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 3
similar to that presented in the corresponding disclosure  presented under "Use of
Proceeds," on page 14.
6. For each scenario where less than the full amount of proceeds is raised, please discuss the effects of rais ing that amount of money from the offering.  Explain
what costs will be cut and what limitations this may present on completing the planned sampling, prospecting, and mapping.
 Contractual Obligations, page 31

7. Please provide this information in a tabl e as explained in Regulation S-K, Item
303(a)(5).
 Purchases of Equity Securities by the Sma ll Business Issuer and Affiliates, page 23

8. Your statement that there “were no purchase s” appears inconsistent with the fact
that Mr. Miller acquired shares in September 2009.  Please revise or advise.

Certain Relationships and Re lated Transactions, page 33

9. As Mr. Miller is in fact a promoter, dele te the phrase “[t]here are no promoters
being used in relation with this offering.”
10. You state in your disclosure, “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 transa ction between non-related parties.”
However, this amount differs from your corresponding disclo sure on page 8, in
which you state the 100,000 shares of common stock had an estimated value of
$2,000 for services relating to the offering.  Additionally, we note that it appears
you recorded only $200 of “prepaid expens es” in your financial statements for
this same transaction.  Please reconc ile for us the differences among these
disclosures and, if necessary, revise  your disclosures to eliminate any
inconsistencies.  Further, please tell us the basis upon which you determined the amount you ascribed to the common stock issued, and how you determined it to
be commensurate with the value of the services you expect  to be rendered,
relating to this offering.
 Undertakings, page II-3

11. Please provide undertakings in the exact form requi red under Regulation S-K,
Item 512.

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 4  Exhibits

12. Please provide the certifications required by Regulation S-K, Item 601(31).
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Justin Miller
Stevens Resources, Inc. December 4, 2009 Page 5
You may contact Donald Delaney at ( 202) 551-3863 or Chris White at (202) 551-
3461 if you have questions regarding the acc ounting comments.  You may contact Ron
Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering
comments.  Please contact Parker Morrill at  (202) 551-3696 or, in his absence, me at
(202) 551-3745 with any other questions.
 Sincerely,

H. Roger Schwall Assistant Director
 cc: Timothy S. Orr
via facsimile: (509) 769-0303