CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report of Cadence  Resources  Corporation
(the "Company") on Form 10-QSB for the period ended June 30, 2004, as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
John P. Ryan, Chief Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1.    The Report fully complies with the  requirements of Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

2.    The information  contained in the Report fairly presents,  in all material
      respects,  the  financial  condition,  and  results of  operations  of the
      Company.

/s/ John P. Ryan
- ----------------
Chief Financial Officer

Dated: August 18, 2004


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