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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 19, 2004


                          Cadence Resources Corporation
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               (Exact Name of Registrant as Specified in Charter)


            Utah                       0-25170                   87-0306609
            ----                       -------                   ----------
(State or Other Jurisdiction         (Commission                (IRS Employer
      of Incorporation)               File No.)              Identification No.)


6 East Rose Street, P.O. BOX 2056, Walla Walla, WA                      99362
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(Address of Principal Executive Offices)                             (Zip Code)


       Registrant's telephone number, including area code: (509) 526-3491


                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))
[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))



Item 8.01  Other Events.


         On November 19, 2004, Cadence Resources Corporation ("Cadence"), issued
a  press  release  announcing  that  the  Company  signed  a  letter  of  intent
establishing a 60 day  exclusivity  period in order to conduct due diligence and
negotiate  terms  for  acquisition  of all of the  outstanding  shares of Aurora
Energy,  Ltd., a privately  held  company  based in Traverse  City,  Michigan in
exchange for shares of common stock of Cadence.

         A copy of the press  release is furnished  with this Current  Report on
Form 8-K as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

      (c)   Exhibits.

            99.1  Press Release dated November 19, 2004




                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: November 22, 2004

                                    CADENCE RESOURCES CORPORATION



                                    By: /s/ John P. Ryan
                                        ----------------------------------------
                                        Name:  John P. Ryan
                                        Title: Chief Financial Officer





                                  EXHIBIT INDEX


Exhibit
Number            Description
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99.1              Press Release dated November 19, 2004.