SecProbe.io

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(Nevada Chemicals, Inc. Logo)

June 7, 2005

Ms. Nilah Shah
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Nevada Chemicals, Inc.
         Form 10-K for the fiscal year ended December 31, 2004
         Form 10-Q for the quarter ended March 31, 2005
         File No. 0-10634

Dear Ms. Shah:

     Nevada  Chemicals,  Inc. (the  "Company")  has received your comment letter
dated May 9, 2005, and we respectfully submit our responses to the comments.

                 Form 10-K for the Year Ended December 31, 2004

Critical Accounting Policies, page 9

1. In future filings, please revise your critical accounting policy disclosures
related to Cyanco and short-term investments to specifically name the
assumptions associated with each critical accounting policy, how you arrived at
the estimate used in the financial statements, the inherent uncertainties
related to your estimates, and why the assumptions bear risk of change. For
example, given the significance of the Cyanco investment to your financial
condition and results of operation, please consider including disclosure
regarding Cyanco's impairment and depreciation policies. In your response,
please show us what your revisions will look like.

         Company Response: In future filings, we will revise our critical
accounting policy disclosures related to our investment in Cyanco to
specifically name the assumptions associated with this critical accounting
policy, how we arrived at the estimate used in the financial statements, the
inherent uncertainties related to our estimates, and why the assumptions bear
risk of change.

  Nevada Chemicals, Inc. 9149 South Monroe Plaza Way, Suite B. Sandy, UT 84070
                           (801) 984-0228 Fax 984-0231

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         The Company currently invests cash in excess of short-term operating
needs in highly liquid, variable interest rate investments with maturities of 90
days or less. The accounting for these cash equivalents is not based on
significant estimates that are subject to inherent uncertainties or based on
assumptions that bear risk of change. To the extent that it remains
inapplicable, we will delete the discussion of short-term investments from our
critical accounting policies disclosure in future filings. In the event our
investment policies change, and the accounting for our short-term investments
becomes subject to significant estimates, we will expand our disclosure
accordingly.

         We will provide expanded disclosure in future filings for our
investment in Cyanco, and other accounting policies identified as subject to
material estimates or judgments, substantially in the following format:

         Critical Accounting Policies

                  The preparation of financial statements and related
         disclosures in conformity with accounting principles generally accepted
         in the United States requires management to make judgments, estimates
         and assumptions that affect the reported amounts in the Company's
         consolidated financial statements. The Company's significant accounting
         policies are summarized in Note 1 to the Consolidated Financial
         Statements of Nevada Chemicals, Inc., included elsewhere in this
         report. Summarized below are our critical accounting policies:

                  Investment in Cyanco - Since the Company does not own more
         than 50% of Cyanco, the financial statements of Cyanco are not
         consolidated with the financial statements of the Company. The Company
         accounts for its investment in Cyanco using the equity method of
         accounting. Equity in earnings of Cyanco is based on the Company's 50%
         ownership in Cyanco and is calculated and recognized at the end of each
         month. Management fees from Cyanco are recognized monthly and are
         calculated as a percentage of Cyanco revenues based on the joint
         venture agreement. Summarized financial information for Cyanco is
         included in Note 11 to the consolidated financial statements of the
         Company. See also the separate audited financial statements of Cyanco
         included in this report as Exhibit 99.1.

                  The determination of useful lives and depreciation and
         amortization methods utilized by Cyanco for its property and equipment
         and intangible assets are considered critical accounting estimates.
         Cyanco management uses its judgment to estimate the useful lives of
         long-lived assets, taking into consideration historical experience,
         engineering estimates, industry information and other factors. Inherent
         in these estimates of useful lives is the assumption that periodic
         maintenance and an appropriate level of annual capital expenditures
         will be performed. Without on-going capital improvements and
         maintenance, the productivity and cost efficiency declines and the
         useful lives of assets would be shorter.

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                  Cyanco management evaluates plant and other long-lived assets
         and identifiable intangible assets for impairment whenever events
         indicate that the carrying value may not be recoverable in the future
         or when management's plans change regarding those assets, such as
         placing a property and equipment item in an idle status. Cyanco
         management evaluates impairment by comparing undiscounted cash flows of
         the related asset to the carrying value. Key assumptions in determining
         future cash flows include the useful life of the asset, competitive
         pressures, raw material pricing, and contract prices and extensions.

2. Please tell us why you do not believe your deferred tax valuation allowance
represents a critical accounting estimate.

         Company Response - We will expand our disclosure in future filings in
the section Critical Accounting Policies to treat the deferred tax valuation
allowance as a critical accounting estimate, substantially in the following
format:

                  Deferred Income Taxes - As part of the process of preparing
         consolidated financial statements, the Company is required to estimate
         income taxes in each of the jurisdictions in which it operates. This
         process involves estimating the Company's actual current income tax
         exposure together with assessing temporary differences resulting from
         differing treatment of items for income tax and financial accounting
         purposes. These temporary differences result in deferred tax assets and
         liabilities, the net amount of which is included in the Company's
         consolidated balance sheet. The Company records a valuation allowance
         to reduce its deferred tax assets to the amount that the Company
         believes is more likely than not to be realized. Key assumptions used
         in estimating a valuation allowance include potential future taxable
         income, projected income tax rates and ongoing prudent and feasible tax
         planning strategies. At December 31, 2004, the Company had reduced its
         deferred tax assets by recording a valuation allowance of $1,343,000.
         If the Company were to determine that it would be able to realize its
         deferred tax assets in the future in excess of its net recorded amount,
         an adjustment to reduce the valuation allowance would increase income
         in the period such determination was made. Similarly, should the
         Company determine that it would not be able to realize all or part of
         its net deferred tax assets in the future, an adjustment to increase
         the valuation allowance would be charged to income in the period such
         determination was made.

Item 9A. Controls and Procedures, page 11

3. We note your disclosure that your principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in reports that it files under the Securities Exchange Act is
recorded, processed, summarized and reported within the time periods specified

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in the rules and forms of the SEC. Revise your filings to clarify, if true, that
your officers concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in the reports
that you file or submit under the Exchange Act is accumulated and communicated
to your management, including your chief executive officer and chief financial
officer, to allow timely decisions regarding required disclosure. See Exchange
Act Rule 13a-15(e).

         Company Response - The language used by the Company in its previous
filings was intended to include all aspects of the disclosure procedures adopted
by the Company, including the accumulation and communication of information to
management, including the chief executive officer and the chief financial
officer, in such a manner so as to allow timely decisions regarding required
disclosure. The Company will expand its disclosure in future filings to
specifically state that disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports that the Company
files or submits under the Securities Exchange Act is accumulated and
communicated to management, including the Company's principal executive officer
and chief financial officer, to allow timely decisions regarding required
disclosure.

4. You state that there were no significant changes in your internal controls
over financial reporting or in other factors that could significantly affect
these controls subsequent to the date of their evaluation. However, Item 308(c)
of Regulation S-K requires that you disclose any change in your internal control
over financial reporting identified in connection with the evaluation required
by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting. Revise your
disclosures in future filings accordingly.

         Company Response - The Company's future filings will be revised to
include the disclosure of any change in the Company's internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rules 13a-15 or 15d-15 that occurred during the fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

Consolidated Statement of Cash Flows, page F-6

5. We note that you classify distributions from joint venture as a cash flow
from investing activity. Please clarify for us whether these distributions
represent returns of investment or returns on investment. If these distributions
represent returns on investment, please tell us your basis for classifying these
distributions as cash flows from investing activities, instead of cash flows
from operating activities. See paragraphs 16.b and 22.b of SFAS No. 95.

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         Company Response - The Company's position is that the distributions
received from Cyanco represent returns of investment. Therefore, in accordance
with paragraph 16.b of SFAS No. 95, the Company has reported the distributions
as cash flows from investing activities in its consolidated statements of cash
flows.

Note 1:  Organization and Significant Accounting Policies, page F-9

6. Please supplementally tell us and disclose in future filings:
   o    the difference between the amount at which you carry Cyanco.
   o    the amount of  underlying  equity in net assets and how you  account for
        this difference.
   See paragraph 20.a.(3) of APB No. 18.

         Company Response - The Company's wholly owned subsidiary, Winnemucca
Chemicals, Inc. ("Winnemucca") owns a 50% joint venture interest in Cyanco. The
Company records the book value of this investment at an amount that approximates
the balance in its capital account as reported in the financial statements of
Cyanco. The difference between the Company's book value of its investment in
Cyanco and its capital account balance as reported in the financial statements
of Cyanco as of December 31, 2004 is calculated as follows:

         Joint venture capital account balance
            per Cyanco's statement of joint
            venture capital at December 31, 2004                 $10,616,000

         Investment in joint venture per the
            Company's consolidated balance
            sheet at December 31, 2004                            10,547,000
                                                          -------------------

         Immaterial Difference                                     $  69,000
                                                          ===================

         The Company's capital account balance reported in the financial
statements of Cyanco for the year ended December 31, 2004 does not equal 50% of
the net assets of Cyanco primarily due to an extraordinary gain allocated to
Winnemucca in 1999, which increased its capital account by approximately
$2,422,000. The joint venture agreement calls for income or asset distributions
upon dissolution or sale of Cyanco to be made in accordance with the balance of
the partners' capital accounts; therefore, we believe the capital account
balance on the books of Cyanco is the appropriate amount to compare to the
Company's investment in Cyanco. See further discussion of this matter under
Comment No. 9 below.

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7. You indicate Cyanco has purchase commitments with suppliers of certain raw
materials covering various time periods and containing various pricing
arrangements. In future filings, please disclose the amount of these
commitments.

         Company Response - We will disclose in the footnotes to the financial
statements of Cyanco in future filings the details of contracts with its
suppliers of raw materials to the extent that these contracts represent firm
commitments requiring Cyanco to purchase a specified volume of raw materials at
specified prices. Certain of these contracts fix the price only, without setting
a volume requirement. Cyanco does not have any "take or pay" contracts. We will
expand disclosure in the footnotes to the financial statements of Cyanco in
future filings to clarify this.

Note 7.  Income Taxes, page F-13

8. Please tell us in detail the basis for your deferred tax valuation of
$1,343,000 at December 31, 2004 and $1,613,000 at December 31, 2003, in light of
the sources of taxable income identified in paragraph 21 of SFAS No. 109. In
particular, we do not understand the amount of your deferred tax valuation
allowances, given your historical profitability, your deferred tax liabilities
of $2,595,000 at December 31, 2004 and $1,732,000 at December 31, 2003, and your
use of tax credit carryforwards during the quarter ended March 31, 2005, for
which you had previously recorded a valuation allowance. Further, please explain
the basis for the change in your deferred tax valuation allowance of $270,000,
such that your deferred tax valuation increased from 52% of your deferred tax
assets to 99% of your deferred tax assets.

         Company Response - The Company has disclosed the ongoing audit of
previously filed income tax returns in Canada in Note 14 to the consolidated
financial statements on page F-18 and in