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RESOURCE FINANCE & INVESTMENT LTD.

10 route de l'Aeroport

1215 Geneva Switzerland

November 1, 2005

VIA EDGAR AND FEDERAL EXPRESS

Ms. Tracie Towner

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Re:

Resource Finance & Investment Ltd.

Form 20-F for fiscal year ended December 31, 2004

SEC File Number: 000-19385

Dear Ms. Towner:

This letter sets forth the responses of Resource Finance & Investment Ltd. (the "Company") to the Staff's comment letter dated September 26, 2005, in connection with the above-referenced filing. The Company's responses to the Staff's comments have been provided below in the order in which each comment appears in the Staff's letter. For your convenience, we have re-inserted the Staff's comments before the Company's response.

The Company is prepared to file an amendment no. 1 to the Form 20-F/A as discussed below to respond to the Staff's letter and to clarify and supplement disclosure. Pursuant to your request, for your review we have attached a draft of amendment No. 1 to the Form 20-F/A which incorporates all of the changes referenced below; and a copy of the audit report marked to show changes from the last filing. Upon your review, the Company will file the amendment no. 1 to the Form 20-F/A.

Audit Opinions, pages 1-2

1.            We note that your current auditors, Staley, Okada & Partners, reference the work of another auditor, indicate that multiple years were audited by the prior auditor, and reference a report dated March 23, 2003. However, the report from your prior auditor, Grant Thornton LLP, only covers one year and is dated March 26, 2003.

Response: Your comment is noted. The Company has prepared amendment no. 1 to its Form 20-F for the fiscal year ended December 31, 2004 (the "Amendment ") to include a revised auditors' report to its financial statements. In particular, Staley, Okada & Partners ("Staley") has changed its report to reference the report of a prior auditor dated March 26, 2004 instead of March 23, 2004.

We also note that although your current auditors have not extended audit coverage to your inception-to-date information, you have not labeled this information as unaudited, as would ordinarily be required under these circumstances. It will be necessary to amend your filing to address these matters. Please consult with your auditors regarding the possibility of obtaining a reissuance of the audit opinion.

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Response: The financial statements have been revised by labeling the inception to date information as "unaudited." The Company's filing has been amended to reflect this.

2.            We note that your prior auditors have placed reliance on the work of another auditor in rendering their audit opinion on the inception-to-date information covering the period from October 16, 1978 (inception) through December 31, 2002. If your current auditors also wish to extend audit coverage to the cumulative information, you will need to include the reports of all prior auditors upon whom reliance is being placed, provided that you are able to obtain their permission. Alternatively, your prior auditors may remove the reference to other auditors in their opinion, and you may re-label the inception-to-date information in your financial statements as unaudited.

Response: We believe that the cumulative figures have been audited. It is a standard practice for the successor auditor to rely on the predecessor auditor’s audit work and auditor’s report. After reviewing the predecessor’s working papers and performing its due diligence, Staley has relied on Grant Thornton LLP, just like Grant Thornton LLP has relied on its predecessor. Since the Company has been audited from day one, the cumulative figures have also been audited. However, to address your concern, the inception- to date information in our financial statements have been labeled as "unaudited."

Note 8 - Investment in Cadillac West Explorations Inc., page 15

3.            We note your statement under this heading that, as of the balance sheet date, total funds advanced by you to Cadillac West Explorations, Inc. amount to $588,099. Please expand your disclosures to explain how this amount reconciles to the $420,497 figure reported on your balance sheet and in the statement of cash flows.

Response: Additional disclosure was added in Note 8 regarding the Company's investment in Cadillac West Explorations Inc. ("CWE"). In addition as reflected in the Amendment, Note 8 was revised to the amount invested in CWE from $588,099 to $420,497 to agree to the balance sheet amount. The amount previously reported in Note 8 ($588,099) represented the amount of advances as of the auditor's report date, rather than the balance sheet date.

Furthermore, in connection with the Company's response to the Staff letter, the Company hereby acknowledges 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We believe that the foregoing and the proposed amendment no. 1 to the Form 20-F/A (attached hereto) addresses the Staff's comments. Should you have any further question, please do not hesitate to contact me.

Sincerely,

/s/ Isaac Moss

Isaac Moss,

Chief Financial Officer

Attachments

2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 20-F/A

(Amendment No. 1)

_________________________

o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934;

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004;

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934; OR

o

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _____________________

For the transition period from _______________ to ________________

Commission File Number 0-19385

RESOURCE FINANCE & INVESTMENT LTD.

(Exact name of Company as specified in its charter)

A CORPORATION FORMED UNDER THE LAWS OF BERMUDA

(Jurisdiction of Incorporation or Organization)

10, route de l'Aéroport

1215 Geneva Switzerland

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act. NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

The number of outstanding Common Shares as of December 31, 2004 was 31,156,825 on the Company’s share register, with further 4,800,000 shares reserved for issue following the Company's private placement of May 19, 2005.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.           x Yes o No

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 x

Item 18 o

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

(Applicable only to issuers involved in bankruptcy proceedings during the past five years)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. NOT APPLICABLE

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F in connection with the filing of certain auditors' report, financial statements and exhibits. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, this Amendment No. 1 sets forth the complete Financial Information and Financial Statements as required under “Item 8. Financial Information and Item 17. Financial Statements, as attached hereto, and "Item 19. Exhibits,” as amended hereby, as well as the certifications required by Exchange Act Rules 13a-14(a) and 15d-14(a); no other Item of Form 20-F is being amended hereby. This Amendment No. 1 on Form 20-F/A continues to speak as of the date of the original filing of the Form 20-F and, except as described above and expressly stated herein, does not purport to amend or update the information contained in the Form 20-F filed on June 28, 2005, or reflect
any events that have occurred after the Form 20-F was filed.

ITEM 19. EXHIBITS

Exhibit Number

Name

1.1

Memorandum of Continuance Resource Finance & Investment Ltd (3)

1.2

Articles of Resource Finance & Investment Ltd.(3)

4.1

Credit Facility Agreement between Epsom Investments Services N.V. and Resource Finance & Investment Ltd. dated October 30, 1998 (1)

4.2

Addendum to Credit Facility Agreement between Epsom Investment Services N.V. and Resource Finance & Investment Ltd. dated December 1, 2002(1)

4.3

Addendum to Credit Facility Agreement between Epsom Investment Services N.V. and Resource Finance & Investment Ltd. dated April 16, 2004 (2)

4.4

Addendum to Credit Facility Agreement between Epsom Investment Services N.V. and Resource Finance & Investment Ltd. dated April 4, 2005(3)

2

4.5

Asset Purchase Agreement between Oregon Resources Corporation and Mineral Recovery Systems, Inc. dated May 19, 2005(3)

4.6

Service Agreement between Philip Garratt and Resource Finance & Investment Ltd. dated June 28, 2004(3)

4.7

Agreement among Andre Audet, Victor Erickson and Resource Finance &

Investment Ltd. dated June 3, 2004(3)

4.8

Cadillac West Agreement Extension among Andre Audet, Victor Erickson and Resource Finance & Investment Ltd. dated February 7, 2005(3)

4.9

Cadillac West Project Agreement among Andre Audet, Victor Erickson and Resource Finance & Investment Ltd. dated June 8, 2005(3)

8.1

List of Subsidiaries(3)

11.1

Code of Business and Ethics(2)

12.1

Certification of the Principal Executive Officer under the Sarbanes-Oxley Act*

12.2

Certification of the Principal Financial Officer under the Sarbanes-Oxley Act*

13.1

Certificate under Section 906*

____________________

* Filed herewith

(1) Incorporated by reference from the Company's Annual Report on Form 20-F filed on June 24, 2003.

(2) Incorporated by reference from the Company's Annual Report on Form 20-F filed on May 28, 2004.

(3) Incorporated by reference from the Company's Annual Report on Form 20-F filed on June 28, 2005.

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F/A for fiscal year ended December 31, 2004 on its behalf.

Dated: November __, 2005

RESOURCE FINANCE & INVESTMENT LTD.

By:

_________________________________

Michael Brickell, President

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RESOURCE FINANCE & INVESTMENT LTD.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

December 31, 2004 and 2003

Contents

Page

Auditors' Report

1-2

Consolidated Balance Sheets

3

Consolidated Statements of Operations

4

Consolidated Statements of Shareholders’ Equity (Deficiency)

5

Consolidated Statements of Cash Flows

6-7

Consolidated Schedule of Mineral Property Costs

8

Notes to the Consolidated Financial Statements

9-20

Suite 400 - 889 West Pender Street

Vancouver, BC Canada V6C 3B2

Tel 604 694-6070

Fax 604 585-8377

info@staleyokada.com

www.staleyokada.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Resource Finance & Investment Ltd.:

We have audited the accompanying consolidated balance sheets of Resource Finance & Investment Ltd. (an Exploration Stage Company) (the “Company”) as at December 31, 2004 and 2003 and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years ended December 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted accounting principles and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The financial statements as at December 31, 2002 and for the year then ended were audited by other auditors who expressed an opinion without reservation on those statements in their report dated March 26, 2003.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the years ended December 31, 2004 and 2003, in accordance with Canadian generally accepted accounting principles.

“Staley, Okada & Partners”

Vancouver, B.C.

STALEY, OKADA & PARTNERS

April 4, 2005 except for note 5 which is as at April 11, 2005, and note 8 which is as at October 18, 2005

CHARTERED ACCOUNTANTS

Comments By Auditors For U.S. Readers On Canada - U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when financial statements are affected by future events, the outcome of which is indeterminable. As discussed in Note 1, the Company’s continued existence as a going concern is dependent upon the future economic success of its exploration and development activities, the Company’s ability to continue to secure adequate financing and the Company achieving a positive cash flow and profitable operations. Our report to the shareholders dated April 4, 2005, is expressed in accordance with Canadian reporting standards, which do not require a reference to such going concern considerations in the auditors’ report when the situation is adequately disclosed in the financial statements.

“Staley, Okada & Partners”

Vancouver, B.C.

STALEY, OKADA & PARTNERS

April 4, 2005 except for note 5 which is as at April 11, 2005, and note 8 which is as at October 18, 2005

CHARTERED ACCOUNTANTS

1

Report of Independent Registered Public Accounting Firm

To the Shareholders of

Resource Finance & Investment Ltd.

(A Developmen